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HomeMy WebLinkAboutR25-014 Approving the Use of Open Space Funds for Acquisition of Three Meadows Ranch Docusign Envelope ID:997F9B97-73E4-42D7-9433-C9ED3BA5B350 Commissioner Boyd moved adoption of the following resolution: A BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 2025-014 RESOLUTION APPROVING THE USE OF OPEN SPACE FUNDS FOR THE ACQUISITION AND PERMANENT PRESERVATION AND CONSERVATION OF THE THREE MEADOWS RANCH LOCATED IN EAGLE COUNTY, COLORADO AND AUTHORIZING ANY OF THE EAGLE COUNTY COMMISSIONERS TO EXECUTE DOCUMENTS ASSOCIATED WITH THE SAME WHEREAS, on November 5, 2002, the voters of Eagle County approved County Ballot Referendum 1 H to establish earmarked funding for the purpose of acquiring, maintaining, or permanently preserving Open Space in Eagle County("Open Space Funds"); and WHEREAS, on August 23, 2016, the Eagle County Board of County Commissioners (the "Board") adopted Resolution 2016-064, which consolidated prior resolutions, restated the Eagle County Open Space Program, and defined Open Space as areas of land that are partially or wholly undeveloped, natural or pastoral in character, and contain certain characteristics or traits worthy of preservation, including fish and wildlife habitat or migration routes; working farms and ranches; scenic landscapes and vistas; wetlands; floodplains or other riparian habitat; public access to rivers and streams or lands open to the public; dispersed recreation; geographic or topographic formations; rare or significant flora or fauna; cultural historic values; or other natural, open space or conservation values; and WHEREAS, following an advisory recommendation from the Eagle County Citizens' Open Space Advisory Committee ("OSAC"), the Eagle County Open Space Program authorizes the Board to utilize Open Space Funds to acquire, maintain, or permanently preserve Open Space in collaboration with land trusts, local, state, or federal agencies, other qualified land conservation organizations, individuals, or entities; and WHEREAS, in conjunction with the Aspen Valley Land Trust("AVLT") and Pitkin County, Colorado, Eagle County has an opportunity to engage in the acquisition and permanent preservation of the Three Meadows Ranch, which consists of approximately 4,250 acres of largely undeveloped and natural and pastoral private property located along Cottonwood Pass in the Missouri Heights region of Eagle County("Three Meadows Ranch" or the"Property"); and Docusign Envelope ID:997F9B97-73E4-42D7-9433-C9ED3BA5B350 WHEREAS, the Property partially borders land owned and managed by the United States Forest Service and provides unique wildlife habitat, ecology, and scenic vistas, as well as opportunities for ranching, agriculture, and recreation; and WHEREAS, AVLT, through its subsidiary, AVLT Special Projects, LLC, is under contract for purchase of the Property; and WHEREAS, the purchase price for the Property is TWENTY-SEVEN MILLION SEVEN HUNDRED THOUSAND and 00/100 DOLLARS ($27,700,000.00); and WHEREAS, Eagle County has entered into a funding agreement, attached hereto as Exhibit A (the "Funding Agreement"),with AVLT and Pitkin County to assist with the acquisition and permanent preservation of the Property whereby Eagle County will contribute TWELVE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($12,500,000.00) toward the purchase of the Property and up to TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($250,000.00) toward transaction costs associated with the purchase of the Property; and WHEREAS, pursuant to the Funding Agreement, AVLT has agreed to contribute SEVEN MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($7,500,000.00) and Pitkin County has agreed to contribute SEVEN MILLION SEVEN HUNDRED THOUSAND and 00/100 DOLLARS ($7,700,000.00) toward the purchase price for the Property; and WHEREAS, pursuant to the Funding Agreement and upon purchase of the Property, ownership of the Property shall be conveyed to AVLT, and, upon closing, AVLT shall grant and record against the Property a Restrictive Covenant running to the benefit of Eagle County and Pitkin County that prohibits the sale or encumbrance of the Property unless and until the Restrictive Covenant is released by Eagle County and Pitkin County in conformance with the Funding Agreement; and WHEREAS, the Funding Agreement further provides Eagle County, Pitkin County, and AVLT will develop a joint management plan that will protect the Property as Open Space for conservation purposes, including, but not limited to, wildlife habitat, scenic landscapes and vistas, and cultural historical values; and WHEREAS, the Funding Agreement further contemplates numerous options for the long-term permanent preservation of the Property consistent with the Eagle County Open Space Program, including,but not limited to, the placement of conservation easements on the Property and/or ownership by Eagle County and/or Pitkin County; and 2 Docusign Envelope ID:997F9B97-73E4-42D7-9433-C9ED3BA5B350 WHEREAS, at its meeting on January 9, 2025, OSAC unanimously voted to recommend expenditure of Open Space Funds in an amount of TWELVE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($12,500,000.00) and up to TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($250,000.00) in certain transaction costs toward the acquisition and permanent preservation of the Property; and WHEREAS, the Board has reviewed the Funding Agreement and has heard the recommendation of OSAC and now desires to use Open Space Funds for the acquisition and permanent preservation of the Property. NOW, THEREFORE,BE IT RESOLVED by the Board of County Commissioners of the County of Eagle, State of Colorado: THAT, acquisition and permanent preservation of the Property as set forth in the Funding Agreement is in conformance with the Eagle County Open Space Program as the Property consists of largely undeveloped natural and pastoral lands which contains characteristics or traits worthy of preservation, including but not limited to, wildlife habitat, scenic landscapes and vistas, and cultural historical values. THAT, subject to satisfaction of due diligence, Open Space Funds in an amount of TWELVE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($12,500,000.00) shall be used toward the acquisition, conservation, and permanent preservation of the Property and Open Space Funds in an amount up to TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($250,000.00) shall be used to cover transaction costs (which costs shall include but not be limited to purchase price, surveys, appraisals, environmental testing, closing costs, title insurance, stewardship, legal defense and other costs of a conservation easement) for purchase of the Property; and THAT, any of the Eagle County Commissioners are hereby authorized to sign documents in connection with the purchase and sale and preservation of the Property, including but not limited to: amendments to the purchase and sale agreement, easements, covenants, and closing documents all in a form approved by the Eagle County Attorney's Office; and THAT, the Board hereby finds, determines and declares that this Resolution is necessary for the public health, safety, and welfare of the residents of the County of Eagle, State of Colorado. [Signature Page to Follow] 3 Docusign Envelope ID:997F9B97-73E4-42D7-9433-C9ED3BA5B350 MOVED AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 4th Day of February, 2025. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS Do � cuSigned by: L0- y. r'OAAC+28F8.Cn1e Jeanne McQueeney, Chair FSigned by: rov, 1504 CD035.7401-.7440.. Tom Boyd Commissioner n �6WASiAgnneed by: J dame . 01C7D2D710C0473.. Matt Scherr Signed hQbmmissioner FAIL(. ©Gw Attest: rotoRPo° Signed by: By: ` 2A251088C860127... Stacey Jones Chief Deputy Clerk and Recorder Commissioner sche r r seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner McQueeney Aye Commissioner Boyd Aye Commissioner Scherr Aye This resolution passed by 3/0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado 4 Docusign Envelope ID:53F6EFB1-8BA2-462B-8658-98484F1BA5E0 FUNDING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO, PITKIN COUNTY, COLORADO, AND ASPEN VALLEY LAND TRUST RELATED TO THE THREE MEADOWS RANCH CONSERVATION PROJECT . THIS AGREEMENT ("Agreement") is made this 4th day of February 2025, by and between Eagle County, Colorado, a body corporate and politic ("Eagle County"), the Board of County Commissioners of Pitkin County, Colorado, a body corporate and politic ("Pitkin County"), and Aspen Valley Land Trust, a Colorado nonprofit corporation ("AVLT"). Eagle County, Pitkin County, and AVLT shall collectively be referred to as the "Parties" in this Agreement and each individually as a"Party." RECITALS WHEREAS, AVLT Special Projects, LLC, a Colorado limited liability company, is the party buyer to a contract dated December 19, 2024, for purchase of the property generally known as Three Meadows Ranch (the "Contract") located in Eagle County, Colorado. A copy of the Contract is appended hereto as Exhibit 1 and is made a part of this Agreement by this reference; and WHEREAS, the Three Meadows Ranch property (the "Property" or "Three Meadows Ranch") consists of approximately 4,250 acres, more or less, and the Contract includes the purchase of all real property and appurtenances, including but not limited to: (i) any and all buildings, improvements, personal property, and fixtures situated thereon; (ii) any and all crops and timber growing thereon; (iii) any and all surface or subsurface sand, gravel, oil, gas, mineral geothermal, or mineral rights and any stockpiled sand, gravel or minerals acquired or to be acquired by AVLT thereon; (iv) water rights as well as well, spring, reservoir, storage, domestic (including municipal taps), irrigation, irrigation equipment and facilities, sub-irrigation, livestock water, and ditch rights of any type, including all shares or certificates of any type in ditch or water delivery companies or associations acquired or to be acquired by AVLT; and (v) all other surface and subsurface rights, any and all other permits, hereditaments, easements, recorded rights of access, historic rights of access, incidents, and appurtenances belonging thereto; and WHEREAS, a legal description of the Property is appended to the Contract as Contract Exhibit A and a description of the water rights appurtenant to the Property is appended to the Contract as Contract Exhibit B; and WHEREAS, the purchase price stated in the Contract is TWENTY-SEVEN MILLION SEVEN HUNDRED THOUSAND and 00/100 DOLLARS ("$27,700,000.00") (the "Purchase Price"). The Contract Closing Date is February 18, 2025 (the "Closing Date"); and WHEREAS, AVLT Special Projects, LLC is a subsidiary of and wholly owned and controlled by AVLT; and, for the purpose of this Agreement, any reference to AVLT or AVLT Special Projects,LLC shall include both entities unless further definition or distinction is expressly provided; and Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 WHEREAS, the Property is located wholly within Eagle County, Colorado and within the Roaring Fork River Watershed, and were it to be developed at its highest and best economic use, such use would likely have a significant impact on wildlife habitat, scenery, and agricultural resources,all of which otherwise benefit the citizens of Eagle County,Pitkin County,and the State of Colorado; and WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions of their respective funding contributions so that the Parties may protect and preserve the Property, which is otherwise at risk for development, and such preservation will benefit the citizens of Eagle County, Pitkin County, and the State of Colorado; and WHEREAS, in 2002 voters in Eagle County approved Eagle County Referendum 1H establishing earmarked funding for the purpose of acquiring, maintaining, or permanently preserving open space; and WHEREAS, as a result of Referendum 1H, Eagle County has established an Open Space Program which acquires and/or protects open space throughout Eagle County, Colorado; and WHEREAS, Eagle County Resolution No. 2016-064 concerning the Open Space Program permits Eagle County to engage in the acquisition, maintenance, or permanent preservation of open space, alone or in association with other entities; and WHEREAS,the voters of Pitkin County and the Board of County Commissioners of Pitkin County, Colorado established the Pitkin County Open Space and Trails Fund in 1990 for the purposes of preserving and providing open space and trails resources, and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds; and WHEREAS,Eagle County and Pitkin County have each determined that AVLT's purchase of the Property will result in the protection of approximately 4,250 acres of land in Eagle County and the Roaring Fork Watershed and that such protection and conservation of the Property in accordance with the principles set forth in the Agreement will result in significant public benefit; and WHEREAS, Pitkin County and Eagle County have reviewed and approved the Contract, found it adequate for the purpose of acquiring the Property,and,pursuant to this Agreement,intend to contribute to the funding of the purchase of the Property, subject to the satisfaction of the terms and conditions described herein as determined by Pitkin County and Eagle County in their sole discretion pursuant to Paragraph 11 below; and WHEREAS, the Purchase Price including, with limitation, the earnest money deposit, is designated solely for funding the purchase of the Property upon the terms described in the Contract as the same may be modified by mutual agreement of the Parties; and WHEREAS,in consideration of Eagle County's and Pitkin County's financial contribution to the Property,the Parties agree to encumber the Property with a Restrictive Covenant, at the time of Closing, running to the benefit of Eagle County and Pitkin County to secure the Property from sale or encumbrance, which Restrictive Covenant shall be released upon the satisfaction of the terms and conditions stated therein and in this Agreement; and 2 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 WHEREAS, any funding provided by Eagle County and/or Pitkin County under this Agreement shall be used solely for the Purchase Price and solely for expenditures incurred in the stewardship and management of the Property after the Closing Date, subject to the terms and conditions set forth in this Agreement and future appropriations when necessary; and WHEREAS, the Parties agree that the primary conservation value for the Three Meadows acquisition is to preserve, protect, and enhance its significant ecological attributes, including but not limited to preservation of wildlife habitat and scenic views, with the secondary conservation values of managed public access, which may include but are not limited to managed recreational and educational opportunities, as well as agricultural use. AGREEMENT NOW THEREFORE, in consideration of mutual promises and covenants contained in this Agreement, the Parties agree as follows: 1. Incorporation of Recitals. The Recitals above are a material part of this Agreement and are incorporated into this Agreement and are true and correct as of the date of this Agreement, form the basis upon which the Parties negotiated and entered into this Agreement, and reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the Recitals, shall be given full effect. 2. Representations and Warranties. a. Eagle County represents and warrants that it has full and lawful authority to enter into and comply with the terms of this Agreement. Eagle County, by its signature below, hereby represents and warrants'that its governing body has approved the terms and conditions of this Agreement and that the person signing below on behalf of Eagle County has full authority to do so. b. Pitkin County represents and warrants that it has full and lawful authority to enter into and comply with the terms of this Agreement. Pitkin County, by its signature below, hereby represents and warrants that its governing body has approved the terms and conditions of this Agreement and that the person signing below on behalf of Pitkin County has full authority to do so. c. AVLT is a non-profit corporation organized in accordance with the laws of the State of Colorado and is qualified to hold conservation easements in the State of Colorado.Further, AVLT has full and lawful authority to enter into, and comply with the terms of this Agreement on behalf of itself and AVLT Special Projects, LLC. For the purpose of this Agreement, the rights and obligations of AVLT Special Projects, LLC and AVLT shall be mutual and concurrent and may be enforced by and against either entity. AVLT, by its signature below,hereby represents and warrants that its governing body has approved the terms and conditions of this Agreement and that the person signing below on behalf of AVLT has full authority to do so on its behalf and on behalf of AVLT Special Projects, LLC. 3 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 3. Property Interest to be Acquired. a. On the Closing Date, AVLT will acquire a fee simple interest in the Property and its appurtenances pursuant to the Contract and the terms and provisions of this Agreement applicable thereto. Thereafter,AVLT will be the legal owner of the Property, subject to the interest acquired by Eagle County and Pitkin County described below. b. Immediately after becoming the owner of the Property and on the Closing Date, AVLT shall grant and record against the Property a Restrictive Covenant running to the benefit of Eagle County and Pitkin County to secure Eagle County's interest and Pitkin County's interest in the Property. A copy of the Restrictive Covenant to be recorded at Closing is appended hereto as Exhibit 2 and the terms of the same are incorporated by this reference into this Agreement. c. Immediately following Closing, if the following described Covenants can be unilaterally and lawfully terminated by AVLT, then AVLT shall terminate and release the Declarations of Private Covenants recorded in the Eagle County Clerk and Recorder's Office at Book 684,Page 850;Book 695,Page 175; and Book 684,Page 854,which are currently applicable to certain portions of the Property. 4. Acquisition Funding and Transaction Costs. a. Subject to the terms and conditions set forth in this Agreement, at Closing, Eagle County agrees to contribute the sum of TWELVE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($12,500,000.00) toward the Purchase Price as well as the acquisition of the Restrictive Covenant described above (the "Eagle County Funds"). Eagle County shall also provide up to TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($250,000.00) to cover transaction costs. Transaction costs include, but are not limited to, stewardship fees and defense costs,title insurance,baseline reports,mineral remoteness reports, appraisal costs,closing costs, and the like. Transaction costs do not include attorney fees for the other Parties. Eagle County is responsible for delivering the Eagle County Funds to the Title Company for the acquisition of the Property on the Closing Date. b. Subject to the terms and conditions set forth in this Agreement, at Closing, Pitkin County agrees to contribute the sum of SEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS and 00/100 DOLLARS ($7,700,000.00) toward the Purchase Price of the Property as well as the acquisition of the Restrictive Covenant described above (the "Pitkin County Funds"). Pitkin County is responsible for delivering the Pitkin County Funds to the Title Company for the acquisition of the Property on the Closing Date. Pitkin County shall receive a credit for the FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) earnest money deposit delivered to the title insurance company pursuant to the terms of the Contract. c. Subject to the terms and conditions set forth in this Agreement, at Closing, AVLT will contribute SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS and 00/100 DOLLARS ($7,500,000.00) (the "AVLT Funds") toward the Purchase Price on the Closing Date. d. The Eagle County Funds, Pitkin County Funds, and AVLT Funds are referred to 4 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 collectively in this Agreement as the"Purchase Funds." 5. Ownership and Management of the Property Subsequent to Closing. a. Following Closing, and subject to Paragraph 7.b. below, AVLT will own the Property and hold title to the same during an interim three(3)year period, which shall commence on the Closing Date and terminate on a date three (3) years from that date, unless mutually extended by all the Parties through a written amendment to this Agreement(the"Planning Phase"). b. During the Planning Phase, no Party to this Agreement may sell or alienate its property interest in the Property or any share of portion thereof and no Party shall record or otherwise cause any encumbrances (other than the Restrictive Covenant running to the Benefit of Eagle County and Pitkin County) or liens affecting the Property without the unanimous prior written agreement of all Parties to this Agreement. c. During the Planning Phase, no Party to this Agreement shall cause or allow any work or activity to occur on the Property, including without limitation, any work or activity that might alter the physical condition of the Property or its use, without the unanimous prior written agreement of all Parties to this Agreement. The foregoing limitation shall not include minor items such as fence and ditch maintenance. 6. Decision Making by Unanimous Consent. The Parties agree and acknowledge that material to this Agreement is the requirement that all decisions related to the Property during the Planning Phase and/or resulting therefrom (i.e. a decision to convey the property or amend the initial ownership structure as contemplated in Section 7 below), including but not limited to decisions related to dispossession, alienation,management, and improvement to the Property, shall be made in good faith by unanimous written consent of the Parties through an amendment or addendum to this Agreement, unless a different method of decision making is specifically and expressly stated as it relates to a distinct and discreet item. 7. Planning Phase and Dispossession. a. During the Planning Phase,the Parties will cooperate in good faith to evaluate long- term ownership and conservation options for the Property as set forth below in this Paragraph 7. b. It is the intent of the Parties that the Planning Phase shall result in the creation and encumbrance of the Property with a voluntary,perpetual conservation easement. The conservation easement's primary conservation value shall be protection, preservation, and enhancement of the Property's significant ecological attributes, including but not limited to preservation of wildlife habitat and scenic views. Secondary to the primary conservation value stated in the preceding sentence shall be conservation values of managed public access, which public access may include but is not limited to managed recreation and educational opportunities, as well as agricultural use of the Property. c. During the Planning Phase, as well as in any future conservation easement, managed public access and agricultural use will be allowed only after careful evaluation by the Parties to ensure such uses are appropriate for the Property and are in full alignment with and do 5 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 not negatively impact the primary conservation value of preserving, protecting, and enhancing the Property's ecological attributes. To accomplish this careful evaluation, the Parties agree to adhere to and be guided by the Pitkin County Biodiversity Plan, the Eagle County Open Space Plan, AVLT's strategic conservation plan,the Watershed Biodiversity Initiative's and Colorado Natural Heritage Program's biodiversity studies of the Property and surrounding area, and subsequent and relevant property documents (e.g., conservation easements, baseline reports, and management plans). For the avoidance of doubt, if the secondary conservation values of public access and agricultural use are demonstratively in conflict with the primary ecological value of the Property, the Parties will prioritize protection of the primary conservation value. • d. Instead of disposing of the Property pursuant to Paragraph 7.b. and c.or in addition or conjunction with the same, the Parties may agree to not encumber the Property or a portion of the Property with a conservation easement if the Property or a portion of the Property will be held by one or both of the Counties in conformance with their respective Open Space Programs. Additionally, the Property or a portion of the Property may be conveyed to a State or Federal agency (namely Colorado Parks and Wildlife, BLM, or US Forest Service), preferably subject to a conservation easement or similar encumbrance having the effect of protecting the Property's conservation values. In the event that one of the aforementioned State or Federal agencies will not accept encumbered properties, the Parties may only convey the Property to such an agency if the Parties are reasonably certain such conveyance will further and substantially protect all of the conservation values set forth in this Agreement. e. As described above and further elaborated here,in the event that the Planning Phase expires without the Parties selecting and pursuing a means of dispossession and ownership for the Property or the Parties have not mutually agree to extend the Planning Phase,AVLT shall convey the fee simple interest in the Property to Eagle County and Pitkin County subject to any governmental approvals necessary to accept the Property, as co-tenants in proportion to the percentage of each County's respective funding contributions set forth in Section 4 above(61.88% Eagle County, 38.12% Pitkin County). In the event AVLT conveys the Property to Eagle County and Pitkin County pursuant to this Paragraph, AVLT may voluntarily elect to reserve unto itself a perpetual conservation easement, the terms of which would be mutually agreed to by Eagle County, Pitkin County, and AVLT. f. During the Planning Phase, the Parties agree to work cooperatively in good faith regarding operation, maintenance, and stewardship of the Property, including, without limitation, approval of all costs (holding costs or otherwise) in connection therewith. Pitkin County Open Space and Trails agrees to undertake the foregoing operation, maintenance, and stewardship for one (1) year following the Closing Date and all Parties agree to work together in good faith to agree on the scope of the same. In order to work cooperatively, the Parties agree to develop and enter into a Management Plan for the operation, maintenance, and stewardship of the Property within nine (9) months of the Closing, or as soon as reasonably possible according to a schedule mutually agreed by the Parties. Prior to the creation and adoption of the Management Plan, the Parties shall conduct necessary operations, management, maintenance, and capital improvements to the Property by mutual written agreement. In the absence of such Management Plan,the Parties agree that no Party will take any action or have any services performed with respect to the Property without the prior unanimous written consent of the other Parties. Notwithstanding the foregoing, in the event of imminent harm, physical damage, or other threat to the Property or its 6 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 improvements, a Party may take reasonable, unilateral action to prevent waste or harm to the Property. In the event that it is necessary for a Party to take action to protect the Property as described herein, the Party shall immediately notify all Parties to this Agreement, in the manner provided herein. In no circumstance shall the time for such notice, be more than three(3)working days. 8. Release of Restrictive Covenant. Upon conclusion of the Planning Phase, either due to the passage of time or earlier termination by mutual agreement of the Parties,Eagle County and Pitkin County shall release the Restrictive Covenant from the Property prior to sale to a third-party and encumbrance with a Conservation Easement or conveyance of the Property from AVLT to Pitkin and Eagle Counties. 9. Conservation Easement terms and Use of the Property. The Parties agree that any voluntary conservation easement(s) conveyed or retained pursuant to this Agreement shall identify the conservation easement's primary conservation value as protection,preservation, and enhancement of the Property's significant ecological attributes, including but not limited to preservation of wildlife habitat and scenic views. Secondary to the primary conservation value stated in the preceding sentence shall be conservation values of managed public access, which public access may include but is not limited to managed recreation and educational opportunities, as well as agricultural use of the Property. Human activities on or related to the Property, including but not limited to, managed public access, education opportunities, and agricultural use shall only be permitted in accord with Paragraphs 7 b. and c. Said voluntary conservation easement(s) may be more restrictive, include additional conservation values, and/or include additional permitted or disallowed uses as may be agreed on by the Parties, resulting from information learned and data collected during the Planning Phase, but shall otherwise be consistent with the Agreement as well as applicable reasonable standards and practices as typified in recent conservation easements acquired individually by the Parties, and the form and content of any conservation easement deeds shall be subject to the unanimous prior written agreement of all Parties to this Agreement. 10. Proceeds from the Sale or Dispossession of the Property. In the event of the sale of all or a portion of the Property, the net proceeds of any such sale to a State, federal, or other third-party buyer of the Property as contemplated in Section 7 above, will be applied proportionally to each party's initial contribution to the Purchase Price, or as otherwise mutually agreed to in writing by the Parties. 11. Conditions Precedent for Disbursement of Funds on the Closing Date. a. Disbursement of Funds on the Closing Date are contingent upon the following conditions having been satisfied: i. In accord with the due diligence and objection deadlines in the Contract, any contribution of funds by Eagle County, Pitkin County, and AVLT is subject to each Party's due diligence review and satisfaction of any objections as they relate to the Contract, in each Party's sole discretion. Such due diligence review may include, without limitation, review of surveys, title commitments, appraisals, environmental inspection reports, 7 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 mineral remoteness reviews, and evaluations of any water rights, if any, associated with the Property. Due diligence review will include identification of any leases and other matters affecting the Property as well as all items identified in the title commitment(s). The outcome and results of all due diligence review must be acceptable to all Parties to this Agreement and all matters or information derived as a result of due diligence review which have been accepted by unanimous written agreement by all Parties to this Agreement shall be the "Permitted Exceptions;" ii. Eagle County, Pitkin County, and AVLT shall each provide to the other(s) such documents, materials, or information related to or regarding the Property as each may have in its possession and shall promptly share with each other the results of all due diligence review including all documents or other information in connection therewith if requested by another Party to this Agreement; iii. Notwithstanding the foregoing, each Party is responsible for its own due diligence review in connection with the Contract and this Agreement, and the results of each Party's due diligence review must be satisfactory to each Party in its sole discretion. If the Contract is terminated, this Agreement shall automatically terminate simultaneously therewith. Each Party has the right terminate its involvement with this Agreement prior to expiration of the various due diligence deadlines or expiration of other provisions of the Contract, which provide for Buyer's right to terminate the Contract, upon providing written notice to the other Parties. In the event that one of more Parties terminates its involvement in this Agreement,the other Parties may, at their discretion, choose to pursue the Contract and or terminate the same. iv. In the event that it becomes necessary for Pitkin County to terminate the Contract by delivering written notice of termination to the Seller under the Contract, all earnest money shall be promptly returned to Pitkin County. Any default, not caused by Pitkin County, which default causes forfeiture of the earnest money deposit, or claim therefore, shall require that the defaulting Party(s) (if more than one, then jointly and severally) immediately pay Pitkin County the full amount of the earnest money deposit,any additional costs,and reasonable attorneys' fees,if any,incurred by Pitkin County as a result of the earnest money dispute. Any costs and attorney's fees payable under this provision shall be limited to those costs and attorney's fees incurred solely in relation to the earnest money dispute. For avoidance of doubt, if default by Pitkin County causes forfeiture of the earnest money deposit then Pitkin County shall not be entitled to a refund of the earnest money deposit or payment for lost earnest money from Eagle County or AVLT. Any default under the Contract shall constitute a default under his Agreement. This provision shall survive any termination of this Agreement. 8 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 12. Review and Approval of Documents. The Parties agree that each Party shall be entitled to review and approve, subject to reasonable objections, the form of the deeds, closing documents, and any applicable conservation easement(s). 13. Dispute Resolution. a. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach,termination, or validity thereof("Dispute")which arises between the Parties shall first be negotiated between appropriate senior representatives of each Party who shall have the authority to resolve the matter. Such representatives shall meet to attempt in good faith to negotiate a resolution of the Dispute,prior to pursuing other available remedies,within ten(10)days of receipt by a Party of written notice of a Dispute. b. In the event that the senior representatives are not successful in resolving the Dispute within thirty(30)days from the date of transmittal of the notice of dispute described above, the Parties shall submit the Dispute to mediation with a mediator selected by the parties. Each Party shall bear its own costs and attorney fees incurred and arising from mediation and shall split mediation cost equally. c. In the event mediation is unsuccessful in resolving the Dispute, any Party may immediately seek enforcement of this Agreement or any of its terms by the District Court, Eagle County, Colorado. 14. Publicity and Property Information. The Parties agree to coordinate and unanimously agree in advance and in writing to the form and content of any publicity with respect to the Property. 15. Audits and Accounting. Except as may otherwise unanimously agreed to in writing by all Parties to this Agreement: (i),each Party shall maintain standard financial accounts, documents, and records relating to the use, management, and operation of the Property; (ii) Each Party's accounts, documents, and records relating to the Property shall be retained by each Party for not less than seven (7) years following the date of disbursement of Funds, both before and after the Closing Date; (iii) Each Party, or its designated agent, shall have the right,upon reasonable notice to the other Parties, to audit the books and records of the other Party(s) which pertain to the Property, and to the use and disposition of the Funds; and(iv) each Party shall use reasonable and appropriate accounting systems in maintaining the required records hereunder. 16. Inspection. Each Party shall have the right to inspect the Property to ascertain compliance with this Agreement. 17. Remedies Cumulative.Notwithstanding anything to the contrary herein,all remedies under this Agreement are cumulative and may be exercised independently or in combination and are not exclusive to one another'or to any other remedies available at law or in equity, including specific performance. • 18. No Assignment without Consent. No Party may assign its rights under this Agreement without the unanimous written agreement of all Parties. 9 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 19. Severability. If any part, term, or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any federal law or law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties hereto shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 20. Entire Agreement. This Agreement is intended as the complete integration of all understandings between the Parties, constitutes the entire agreement between the Parties hereto, and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Property, all of which are merged in this Agreement. 21. Modification.No provision or term of this Agreement may be amended,modified,revoked, supplemented,waived, or otherwise changed except by written instrument duly executed by all of the Parties hereto. 22. Notice.Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods (1) hand-delivery or (2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each Party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process: Notice to Eagle County: Marcia Gilles Eagle County Open Space Director P.O. Box 850 500 Broadway Eagle, CO 81361 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us Notice to AVLT: AVLT Special Projects, LLC c/o Suzanne Stephens, Manager 320 Main Street, Suite 204 Carbondale, Colorado 81623 suzanne@avlt.org 10 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 Notice to Pitkin County: • Board of County Commissioner of Pitkin County Colorado c/o The Pitkin County Attorney's Office 530 East Main Street, Suite 301 Aspen, Colorado 81611 Email: attorney@pitkincounty.com 23. No Land Use Approvals Imputed to Agreement. Although Eagle County may fund a portion of the acquisition cost for the Property as described in this Agreement, nothing in this Agreement shall be construed to mean that any land use approvals required as a condition of Closing or later desired by the owner of the Property have been given approval by Eagle County in its governmental capacity. Owner of the Property or AVLT, or Pitkin County, as applicable, shall be solely responsible for obtaining Eagle County approvals necessary for the lawful use of the Property. Nothing herein shall be considered pre-approval by Eagle County of the same. Eagle County acknowledges that there are improvements on the Property which do not exist legally and that such improvements are not an impediment to purchase of the Property as contemplated under this Agreement and the Contract nor are they cause for Eagle County to terminate this Agreement and that all Parties will work with Eagle County to rectify violations. 24. Survival. Any right or obligation in this Agreement that,by its terms, exists or is intended to be performed after termination survives the same. 25. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado. Venue and jurisdiction for any dispute hereunder shall lie exclusively in the Eagle County District Court. 26. Interpretation Not Construed Against Drafter. Each Party hereto has reviewed this Agreement and any usual rules of construction requiring that ambiguities are to be resolved against a particular Party shall not be applicable in the construction and interpretation of this Agreement. 27. No Waiver. The failure of any Party to enforce any term or provision hereof shall not be deemed a waiver of such term or right of enforcement as to that breach or any subsequent breach of the same, similar or different nature. No waiver shall be enforceable unless signed by the Party against whom the waiver is sought to be enforced. 28. Relationship of the Parties. Nothing in this Agreement shall be construed to create a joint venture, partnership, or employer/employee relationship between the Parties hereto. 29. Payment of Funds. Funding for the Property is subject to Pitkin County and Eagle County, through their respective Board of County Commissioners, taking all necessary actions to lawfully appropriate the Purchase Funds. Notwithstanding anything to the contrary contained in this Agreement, no payment will be made for any period after December 31 st of any calendar year without the written approval in accordance with a budget adopted by the Eagle County Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S. § 29-1-101 et seq.),and the TABOR 11 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 Amendment(Colorado Constitution, Article X, Sec. 20). 30. Current Year Obligations. The Parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County and Eagle County. Pitkin County's and Eagle County's obligations under this Agreement are subject to Pitkin County's and Eagle County's annual right to budget and appropriate the sums necessary to provide the services and meet the obligations set forth in this Agreement. No provisions of this Agreement shall constitute a mandatory requirement in any ensuing fiscal year beyond the current fiscal year of Pitkin County and Eagle County.No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of Pitkin County or Eagle County within the meaning of any constitutional or statutory debt limitation. This Agreement shall not directly or indirectly obligate Pitkin County or Eagle County to make any payments beyond those appropriated by Pitkin County's and Eagle County's then current fiscal year. No provisions of this Agreement shall be construed to pledge or create a lien on any class or source of Pitkin County's or Eagle County's monies, nor shall any provision of this Agreement restrict the future issuance of Pitkin County's or Eagle County's bonds or create any obligation of payment from any class or source of Pitkin County's or Eagle County monies. 31. Governmental Immunity. The Parties agree and understand that Pitkin County and Eagle County are relying on and do not waive by any provision of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County and Eagle County or any of their officers, agents or employees. Further, nothing in this Agreement shall be construed or interpreted to require or provide for indemnification by Pitkin County or Eagle County for any injury to any person or any property.Nothing in this Agreement shall be construed as a waiver of any right to make any claims under the Colorado Governmental Immunity Act or under this Agreement. 32. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and to their properly qualified successors and assigns. [Signature Pages to Follow] 12 Docusign Envelope ID:53F6EFB1-8BA2-462B-B658-98484F1BA5E0 IN WITNESS WHEREOF, this Agreement is executed and entered into the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS --DocuSigned by: 17 By: `-CAdAC19AFAAA47A Jeanne McQueeney, Chair Attest: Signed by: 9- QR joIAd s By: 2A2548CR60427 Stacey Jones Chief Deputy Clerk and Recorder • • 13 GRANTEE: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: t 7_ Kelly McNicholas Kury, Chair Date: a/ 9/ ao a S- AP 'RO 'D AS TO FORM: ir Richal Y. ei 1I Count ttomey STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) The fo going instrument was acknowledged before me this day of _T4 2025, by Kelly McNicholas Kury, as Chair of the Boa of County Commi sioners f Pitkin County, Colorado. WITNESS my hand and official seal. lSLr_1 My commission expires: � I M likhk 'ota Iv.tic ) \\ss...s LISA MACDONALD 1 Notary Public State of Colorado Notary ID 0 19924015259 My Commission Expires 11-18-2028 • Aspen Valley Land Trust By: tAt4S-C7c)0 Name: Suza Stephens Title: Executive Director STATE OF eao i ct0(0 ) )ss. COUNTY OF G_AR. "I-L D ) The foregoing instrument was acknowledged before me this 'day of E,ehvuai y 2025. by Suzanne Stephens, Executive Director of Aspen Valley Land Trusts a Colorado non-profit corporation.on behalf of said entity. WITNESS my hand and official seal. My commission expires: *MY Notary Pui lic MARY ANN LEONARDI NOTARY PUBLIC STATE OF COLORADO NOTARY ID#109340vr My Commission Expires Apr 4 MARY ANN LEONARDI NOTARY PUBLIC STATE OF COLORADO NOTARY ID#19934005073 4 My Ccmm ssian Exphs Apra 7.2025 EXHIBIT 1 CONTRACT 16 1 The printed portions of this tbrm.except differentiated additions.hate ken approted by the Colorado Real Lslate Commission. 2 (CBSI-8-24)(Mandatory 8-24) 3 4 THIS FORM IIAS IMPORTANT LEGAL CONSEQUENCES AND THE P MCI IES S1IO1 LB CONSULT LEGAL AND Tt,X OR 5 O'I'IIER COUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (RESIDENTIAL) 9 It) Date: December19 2024 I I AGREEMENT 12 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set 13 forth in this contract(Contract). 14 2. PARTIES AND PROPERTY. 15 2.1. Buyer. AVLT Special Protects.LLC (Buyer)will take title 16 to the Property described below as ❑Joint Tenants ❑Tenants In Common ❑Other 17 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 18 2.3. Seller. First Western Trust Bank (Seller) is the current 19 owner of the Property described below. gal 2.4. Property. The Property is the following legally described real estate in the County of Eagle .Colorado 21 (insert legal description): 73 See Exhibit A, Legal Description attached hereto and incorporated into this Contract by this 24 reference. 26 27 known as: 6800 Upper Cattle Creek Road Carbondale Colorado 81623 28 Street Address City State Zip 29 together with the interests. easements. rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 30 Seller in vacated streets and alleys adjacent thereto.except as herein excluded(Property). 31 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 32 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the following items are 33 included unless excluded under Exclusions:lighting,heating.plumbing. ventilating and air conditioning units. TV antennas,inside 34 telephone,network and coaxial(cable)wiring and connecting blocks.'jacks,plants.mirrors,floor coverings.intercom systems,built- 35 in kitchen appliances. sprinkler systems and controls. built-in vacuum systems (including accessories) and garage door openers 36 (including remote controls).If checked.the following are owned by the Seller and included: ❑Solar Panels ❑ Water 37 Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items should be listed under§ 2.5,8. 38 (Leased Items). If any additional items are attached to the Property after the date of this Contract. such additional items are also 39 included in the Purchase Price. 40 2.5.2. Inclusions— Not Attached. If on the Property. whether attached or not.on the date of this Contract,the 41 following items are included unless excluded under Exclusions:storm windows,storm doors.window and porch shades,awnings, 42 blinds,screens, window coverings and treatments.curtain rods, drapery rods. fireplace inserts, fireplace screens. fireplace grates, 43 heating stoves,storage sheds.carbon monoxide alarms.smoke'fire detectors and all keys. . 44 2.5.3. Other Inclusions. The following items. whether fixtures or personal property. are also included in the 45 Purchase Price: "' Any property associated with water rights, irrigation infrastructure, or wells on the property, 47 48 including but not limited to pumps, pipes, flumes, sprinklers, boxes, and other similar equipment. 49 50 51 0 If the box is checked.Buyer and Seller have concurrently entered into a separate agreement for additional personal 52 property outside of this Contract. C'BSI-6-24. CONTRACT TO RI AM)SEI.I.REAL ESTATE(RESIDENTIAL) Page t(020 53 2.5.4. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty programs that 54 may be purchased and may cover the repair or replacement of certain inclusions. 55 56 57 2.5.5. Encumbered Inclusions. Any Inclusions owned by Seller(e.g.,owned solar panels)must be conveyed at 58 Closing by Seller free and clear of all taxes(except personal property and general real estate taxes for the year of Closing). liens and 59 encumbrances.except: 60 61 62 63 64 Buyer❑Will❑Q Will Not assume the debt and obligations on the Encumbered Inclusions subject to Buyer's review under§10.6. 65 (Encumbered Inclusion Documents)and Buyer's receipt of written approval by such lender before Closing. If Buyer does not receive 66 such approval this Contract terminates. 67 68 2.5.6. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other 69 applicable legal instrument. 70 2.5.7. Parking and Storage Facilities. The use or ownership of the following parking facilities: 71 8ny appurtenant ;and the use or ownership of the following storage facilities: any appurtenant 72 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer.Buyer should investigate. 73 2.5.8. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer 74 at Closing(Leased Items): 75 76 77 78 79 Buyer❑ Will E Will Not assume Seller's debt and obligations under such leases for the Leased Items subject to Buyer's review 80 under*10.6.(Leased Items Documents)and Buyer's receipt of written approval by such lender before Closing. If Buyer does not 81 receive such approval this Contract terminates. 82 83 ❑ 2.5.9. Solar Power Plan. if the box is checked.Seller has entered into a solar power purchase agreement,regardless 84 of the name or title,to authorize a third-party to operate and maintain a photovoltaic system on the Property and provide electricity 85 (Solar Power Plan)that will remain in effect after Closing. Buyer❑Will❑Will Not assume Seller's obligations under such Solar 86 Power Plan subject to Buyer's review under §10.6. (Solar Power Plan)and Buyer's receipt of written approval by the third-party 87 before Closing. If Buyer does not receive such approval this Contract terminates. 88 8') 2.6. Exclusions. The following items are excluded(Exclusions): 90 91 92 93 2.7. Water Rights/Well Rights. 94 ❑' 2.7.1. Deeded Water Rights. The following legally described water rights: 95 96 Any and all appurtenant to the property. 97 98 Any deeded water rights will be conveyed by a good and sufficient qutcfarm or bargain and sate deed deed al Closing. 11 © 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§2.7.1.,2.7.3.and 100 2.7.4.,will be transferred to Buyer at Closing: 101 102 Any and all whether or not such rights have been adjudicated, perfected, or decreed. 193 104 Io5 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well.Buyer understands that if 106 the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well" used for ordinary household purposes. 107 Buyer must,prior to or at Closing,complete a Change in Ownership form for the well. if an existing well has not been registered 108 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 109 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 110 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit# is 111 ('BSI--6-24. CONTRACT TO 101 1'AND SELL REAL.ESL ATE(RESIDENTIAL) Page 2 of 20 112 ❑ 2.7.4. Water Stock. The water stock to be transferred at Closing are as follows: 114 Any and all appurtenant to the property or associated with any water used or decreed for use on the 115 property o I if) 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2.(Other Rights Relating to Water), 117 §2.7.3.(Well Rights).or§2.7.4.(Water Stock Certificates).Seller agrees to convey such rights to Buyer by executing the applicable 118 legal instrument at Closing. 119 2.7.6. Water Rights Review. Buyer has a Right to Terminate if examination of the Water Rights is unsatisfactory 120 to Buyer on or before the Water Rights Examination Deadline. 121 3. DATES, DEADLINES AND APPLICABILITY. 122 3.1. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 §3 Time of Day Deadline 11.59 p m §4 Alternative Earnest Money Deadline 7 days from MEC Title 3 § 8 Record Title Deadline(and Tax Certificate) 7 days from MEC 4 §8 Record Title Objection Deadline 35 days from MEC 5 §8 Off-Record Title Deadline 7 days from MEC 6 §8 Off-Record Title Objection Deadline 35daysfromMEC 7 §8 Title Resolution Deadline 40 days from MEC 8 §8 Third Party Right to Purchase/Approve Deadline NA Owners'Association 9 § 7 Association Documents Deadline NA 10 §7 Association Documents Termination Deadline NA Seller's Disclosures 11 § I0 Seller's Property Disclosure Deadline 7daya from MEC 12 § 10 Lead-Based Paint Disclosure Deadline 7 days from MEC Loan and Credit 13 §5 New Loan Application Deadline NA 14 § 5 New Loan Terms Deadline NA 15 *5 New Loan Availability Deadline NA 16 §5 Buyer's Credit Information Deadline NA 17 §5 Disapproval of Buyer's Credit Information Deadline NA 18 § 5 Existing Loan Deadline NA 19 §5 Existing Loan Termination Deadline NA 20 §5 Loan Transfer Approval Deadline NA 21 §4 Seller or Private Financing Deadline NA Appraisal 22 §6 Appraisal Deadline NA 23 §6 , Appraisal Objection Deadline NA 24 §6 Appraisal Resolution Deadline NA Survey 25 §9 New ILC or New Survey Deadline 14 days from MEC 26 §9 New ILC or New Survey Objection Deadline 35 days fromMEC 27 §9 New ILC or New Survey Resolution Deadline 40daysfromMEC Inspection and Due Diligence 28 §2 Water Rights Examination Deadline 35 days from MEC 29 §8 Mineral Rights Examination Deadline 35 days from MEC 30 § I0 Inspection Termination Deadline 40daysfromMEC 31 § 10 Inspection Objection Deadline 35 days from MEC 32 § 10 Inspection Resolution Deadline 40 days from MEC 33 § 10 Property Insurance Termination Deadline 40daysfromMEC 34 § 10 Due Diligence Documents Delivery Deadline NA 35 § I Due Diligence Documents Objection Deadline 35 days from MEC 36 § 10 Due Diligence Documents Resolution Deadline 40 days from MEC CBS1-6-24. C'ONTRA( 1 TO BUN AND SELL.REAL.EST ATE(RF.SIDENTI l) Page 3 of 20 37 § 10 Conditional Sale Deadline NA 38 § 10 Lead-Based Paint Termination Deadline NA _ Closing and Possession 39 § 12 Closing Date 60 days after MEC 40 § 17 Possession Date Closing Date 41 § 17 Possession Time As of Closing 42 §27 Acceptance Deadline Date December 20,2024 43 §27 Acceptance Deadline Time 3:00 pm Mountain Time 123 Note: If FHA or VA loan boxes are checked in §4.5.3. (Loan Limitations). the Appraisal deadlines DO NOT apply to FHA 124 insured or VA guaranteed loans. 125 3.2. Applicability of Terms. If any deadline blank in§ 3.1.(Dates and Deadlines)is left blank or completed with"NSA". 126 or the word"Deleted:'such deadline is not applicable and the corresponding provision containing the deadline is deleted.Any box 127 checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of 128 "None",such provision means that"None"applies. 129 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract.The 130 abbreviation"N'A"as used in this Contract means not applicable. 131 3.3. Day; Computation of Period of Days; Deadlines. 132 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States 133 Mountain Time(Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1. 134 (Dates and Deadlines),all Objection Deadlines, Resolution Deadlines,Examination Deadlines and Termination Deadlines will end 135 on the specified deadline date at the time of day specified in the Time of Day Deadline. United States Mountain Time. If Time of 136 Day Deadline is left blank or"NA"the deadlines will expire at 11:59 p.m..United States Mountain Time. 137 3.3.2. Computation of Period of Days. In computing a period of days (e.g.. three days after MEC), when the 138 ending date is not specified.the first day is excluded and the last day is included. 139 3.3.3. Deadlines. If any deadline falls on a Saturday.Sunday or federal or Colorado state holiday(Holiday).such 140 deadline ❑Will ❑Will Not be extended to the next day that is not a Saturday,Sunday or Holiday.Should neither box be checked. 141 the deadline will not be extended. 142 4. PURCHASE PRICE AND TERMS. 143 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: Item No. Reference Item Amount Amount 1 §4.1. Purchase Price $ 27.700.000.00 §4.3. Earnest Money $500•000.00 3 §4.5. New Loan $NA 4 §4.6. Assumption Balance > $NA 5 §4.7. Private Financing $NA 6 §4.7. Seller Financing $NA 7 8 9 §4.4. Cash at Closing t' $27,200,000.00 10 TOTAL $27,700,000.00 $27,700,000.00 144 4.2. Seller Concession. At Closing. Seller will credit to Buyer $NA (Seller Concession). The Seller 145 Concession may be used for any Buyer fee,cost,charge or expenditure to the extent the amount is allowed by the Buyer's lender 146 and is included in the Closing Statement or Closing Disclosure at Closing.Examples of allowable items to be paid for by the Seller 147 Concession include,but are not limited to: Buyer's closing costs, loan discount points, loan origination fees.prepaid items and any 148 other fee,cost.charge.expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 149 elsewhere in this Contract. 150 4.3. Earnest Money. The Earnest Money set forth in this Section. in the form of a wire transfer or check , will be 151 payable to and held by Title Company of the Rodaes (Earnest Money Holder),in its trust account,on behalf of 152 both Seller and Buyer.The Earnest Money deposit must be tendered,by Buyer,with this Contract unless the parties mutually agree 153 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the 154 company conducting the Closing(Closing Company),if any,at or before Closing.In the event Earnest Money Holder has agreed to ('BSI--6-24. CONTRACT TO BCl AM)SELL REAL ESTATE(RFIIDENTIAL) Page 4 of 20 155 have interest on Earnest Money deposits transferred to a fund established tier the purpose of providing affordable housing to Colorado 156 residents. Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 157 Money Holder in this transaction will be transferred to such fund. 158 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 139 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 160 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates. Buyer is entitled 161 to the return of Earnest Money as provided in this Contract.If this Contract is terminated as set forth in§24 and.except as provided 162 in §23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate. 163 Seller agrees to execute and return to Buyer or Broker working with Buyer.written mutual instructions(e.g..Earnest Money Release 164 form),within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money.and,except as provided in§ 23 165 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release 166 form.Buyer agrees to execute and return to Seller or Broker working with Seller. written mutual instructions(e.g..Earnest Money 167 Release form).within three days of Buyer's receipt. 168 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the 169 Earnest Money Release Form.or other written mutual instructions.Seller is in default and liable to Buyer as set forth in"If Seller 170 is in Default",§ 20.2.and§21,unless Seller is entitled to the Earnest Money due to a Buyer default. 171 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the 172 Earnest Money Release Form,or other written mutual instructions. Buyer is in default and liable to Seller as set forth in"lf Buyer 17,3 is in Default.§20.1.and§21. unless Buyer is entitled to the Earnest Money due to a Seller Default. 174 4.4. Form of Funds;Time of Payment: Available Funds. 175 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds. Cash at Closing 176 and closing costs. must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 177 check,savings and loan teller's check and cashier's check(Good Funds). 178 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at 179 Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH 180 NONPAYING PARTY WILL BE IN DEFAULT. 011 4.4.3. Available Funds. Buyer represents that Buyer.as of the date of this Contract. El Does ❑ Does Not have 182 funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in §4.1. 183 4.5. New Loan. 184 4.5.1. Buyer to Pay Loan Costs. Buyer.except as otherwise permitted in§4.2.(Seller Concession). if applicable, 185 must timely pay Buyer's loan costs,loan discount points.prepaid items and loan origination fees as required by lender. 186 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 187 Buyer. including a different loan than initially sought, except as restricted in §4.5.3. (Loan Limitations) or §30 (Additional 188 Provisions). 189 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 190 0 Conventional ❑ FHA ❑ VA ❑ Bond ❑Other 191 If either or both of the FHA or VA boxes are checked,and Buyer closes the transaction using one of those loan types.Seller agrees 192 to pay those closing costs and fees that Buyer is not allowed by law to pay not to exceed$ 193 However,this amount does not include any compensation to be paid to Buyer's brokerage firm. 194 4.5.4. Loan Estimate—Monthly Payment and Loan Costs. Buyer is advised to review the terms. conditions and 195 costs of Buyer's New Loan carefully. If Buyer is applying for a residential loan. the lender generally must provide Buyer with a 196 Loan Estimate within three days after Buyer completes a loan application. Buyer also should obtain an estimate of the amount of 197 Buyer's monthly mortgage payment. 198 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance 199 set forth in §4.1.(Price and Terms),presently payable at$ per including principal and interest 200 presently'at the rate of 'No per annum and also including escrow for the following as indicated: ❑Real Estate Taxes ❑ 201 Property Insurance Premium ❑ Mortgage Insurance Premium and ❑ 202 Buyer agrees to pay a loan transfer fee not to exceed$ .At the time of assumption.the new interest rate will 203 not exceed °o per annum and the new payment will hot exceed $ per principal and 204 interest,plus escrow,if any.If the actual principal balance of the existing loan at Closing is less than the Assumption Balance,which 205 causes the amount of cash required from Buyer at Closing to be increased by more than S ,or if any other terms or 206 provisions of the loan change,Buyer has the Right to Terminate under§ 24.1.on or before Closing Date. 207 Seller❑Will ❑Will Not be released from liability on said loan, If applicable.compliance with the requirements for release 208 from liability will be evidenced by delivery ❑on or before Loan Transfer Approval Deadline ❑at Closing of an appropriate 209 letter of commitment from lender.Any cost payable for release of liability will be paid by in an amount 210 not to exceed$ 211 This Contract terminates if written consent from Seller's lender for Buyer's assumption of Seller's existing loan is not received 212 by all parties and the Closing Company on or before Closing. ('BSI-6-21. CONTRACT TO BUN AND SELL REAL.ESTATE(RESIDENTIAL) Pages of 20 2 t 3 4.7. Seller or Private Financing. 214 WARNING: Unless the transaction is exempt.federal and state laws impose licensing,other requirements and restrictions on sellers 215 and private financiers.Contract provisions on financing and financing documents.unless exempt.should be prepared by a licensed 216 Colorado attorney or licensed mortgage loan originator.Brokers should not prepare or advise the parties on the specifics of financing. 217 including whether or not a party is exempt from the law. 218 4.7.1. Seller Financing.if Buyer is to pay all or any portion of the Purchase Price with Seller financing.❑ Buyer 219 ❑ Seller will deliver the proposed Seller financing documents to the other party on or before days before Seller or 220 Private Financing Deadline. 221 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing,this Contract is conditional upon 222 Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate.terms,conditions.cost. 223 and compliance with the law. Seller has the Right to Terminate under§24.1.,on or before Seller or Private Financing Deadline. 224 if such Seller financing is not satisfactory to Seller,in Seller's sole subjective discretion. 225 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 226 financing. this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer. including its 227 availability.payments.interest rate,terms.conditions,and cost. Buyer has the Right to Terminate under§ 24.1,on or before Seller 228 or Private Financing Deadline,if such Seller or private financing is not satisfactory to Buyer.in Buyer's sole subjective discretion. 229 TRANSACTION PROVISIONS 230 5. FINANCING CONDITIONS AND OBLIGATIONS. 2 3I 5.1. New Loan, Assumption Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more 232 new loans (New Loan), or if an existing loan is not to be released at Closing. Buyer. if required by such lender, must make an 233 application verifiable by such lender.on or before New Loan Application Deadline and exercise reasonable efforts to obtain such 234 loan or approval. 235 5.2. New Loan Terms: New Loan Availability. 236 5.2.1. New Loan Terms. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is 237 conditional upon Buyer determining. in Buyer's sole subjective discretion, whether the proposed New Loan's payments. interest 238 rate.conditions and costs or any other loan terms(New Loan Terms)are satisfactory to Buyer.This condition is for the sole benefit 239 of Buyer.Buyer has the Right to Terminate under§24.1..on or before New Loan Terms Deadline,if the New Loan Terms are not 240 satisfactory to Buyer.in Buyer's sole subjective discretion. 241 5.2.2. New Loan Availability. If Buyer is to pay all or part of the Purchase Price with a New Loan.this Contract is 242 conditional upon Buyer's satisfaction with the availability of the New Loan based on the lender's review and underwriting of Buyer's 243 New Loan Application (New Loan Availability). Buyer has the Right to Terminate under § 24.1., on or before the New Loan 244 Availability Deadline if the New Loan Availability is not satisfactory to Buyer.Buyer does not have a Right to Terminate based on the 245 New Loan Availability if the termination is based on the New Loan Terms. Appraised Value (defined below), the Lender Property 246 Requirements(defined below).Insurability (§ 10.5. below)or the Conditional Upon Sale of Property(§ 10.7. below). IF SELLER IS 247 NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S 248 EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g.. Appraisal. Title, 249 Survey). 250 5.3. Credit Information. This Contract is conditional (for the sole benefit of Seller) upon Seller's approval of Buyer's 251 financial ability and creditworthiness, which approval will be in Seller's sole subjective discretion. Accordingly: (I) Buyer must 252 supply to Seller by Buyer's Credit Information Deadline.at Buyer's expense. information and documents (including a current 253 credit report) concerning Buyer's financial_employment and credit condition: (2) Buyer consents that Seller may verify Buyer's 254 financial ability and creditworthiness: and (3)any such information and documents received by Seller must be held by Seller in 255 confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at Closing is less than as set 256 forth in§4.1.of this Contract.Seller has the Right to Terminate under§24.1..on or before Closing.If Seller disapproves of Buyer's 257 financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to Terminate under§24.1..on or 258 before Disapproval of'Buyer's Credit Information Deadline, 259 5.4. Existing Loan Review. Seller must deliver copies of the loan documents (including note, deed of trust and any 260 modifications)to Buyer by Existing Loan Deadline, For the sole benefit of Buyer,this Contract is conditional upon Buyer's review 261 and approval of the provisions of such loan documents.Buyer has the Right to Terminate under§24.1.,on or before Existing Loan 262 Termination Deadline.based on any unsatisfactoy provision of such loan documents, in Buyer's sole subjective discretion. lithe 263 lender's approval of a transfer of the Property is required.this Contract is conditional upon Buyer obtaining such approval without 264 change in the terms of such loan, except as set forth in §4.6. If lender's approval is not obtained by Loan Transfer Approval 265 Deadline,this Contract will terminate on such deadline. Seller has the Right to Terminate under§24.1..on or before Closing, in 266 Seller's sole subjective discretion, if Seller is to be released from liability under such existing loan and Buyer does not obtain such 267 compliance as set forth in§4.6. CBSi-6-24. ('O\'IR.ACT TO IRA'AND SELL.REAL.EST,iTE(RESIDENTIAL) Prue 6 nf20 268 5.5. Buyer Representation of Principal Residence. Buyer represents that Buyer will occupy the Property as Buyer's 269 principal residence unless the following box is checked. then Buyer ❑ represents that Buyer will NOT occupy the Property as 270 Buyer's principal residence. 271 6. APPRAISAL PROVISIONS. 272 6.1. Appraisal Definition.An"Appraisal"is an opinion of value prepared by a licensed or certified appraiser.engaged on 273 behalf of Buyer or Buyer's lender.to determine the Property's market value(Appraised Value).The Appraisal may also set forth 274 certain lender requirements, replacements.removals or repairs necessary on or to the Property as a condition for the Property to be 275 valued at the Appraised Value. 276 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in 277 §4.5.3..or ifa cash transaction(i.e..no financing).a 6.2.1.applies. 278 6.2.1. Conventional/Other, Buyer has the right to obtain an Appraisal. if the Appraised Value is less than the 279 Purchase Price,or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may.on or before Appraisal 280 Objection Deadline: 281 6.2.1.1. Notice to Terminate. Notify Seller in writing,pursuant to§24.1..that this Contract is terminated: 282 or 283 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 284 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price(Lender Verification). 285 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 286 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 287 Deadline.this Contract will terminate on the Appraisal Resolution Deadline,unless Seller receives Buyer's written withdrawal of 288 the Appraisal Objection before such termination.(i.e..on or before expiration of Appraisal Resolution Deadline). 289 6.2.2. FHA. It is expressly agreed that.notwithstanding any other provisions of this Contract.the purchaser(Buyer) 290 shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest 291 Money deposits or otherwise unless the purchaser(Buyer) has been given, in accordance with HUDIFHA or VA requirements,a 292 written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs.or a Direct Endorsement lender, 293 setting forth the appraised value of the Property of not less than S .The purchaser(Buyer)shall have the privilege 294 and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The 295 appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will 296 insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy 297 himself'herself'themselves that the price and condition of the Property are acceptable. 298 6.2.3. Y'A. it is expressly agreed that,notwithstanding any other provisions of this Contract,the purchaser(Buyer) 299 shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property 300 described herein,if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department 301 of Veterans Affairs.The purchaser(Buyer)shall.however. have the privilege and option of proceeding with the consummation of 302 this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 303 6.3. Lender Property Requirements. If the lender imposes any written requirements,replacements,removals or repairs. 304 including any specified in the Appraisal (Lender Property Requirements)to be made to the Property (e.g.. roof repair. repainting), 305 beyond those matters already agreed to by Seller in this Contract. this Contract terminates on the earlier of three days following 306 Seller's receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written 307 agreement to satisfy the Lender Property Requirements: (2) the Lender Property Requirements have been completed: or(3) the 3(18 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 309 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by❑ Buyer 310 ❑Seller, The cost of the Appraisal may include any and all fees paid to the appraiser.appraisal management company.lender's 311 agent or all three. 312 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common interest 313 Communities and subject to one or more declarations(Association). 314 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 315 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY.THE OWNER OF 316 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 317 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 318 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 319 OBLIGATIONS UPON THE OWNER OF THE PROPERTY.INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 320 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY' THESE ASSESSMENTS,THE ASSOCIATION COULD 321 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL iT TO PAY THE DEBT.TIIE DECLARATION,BYLAWS 322 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 323 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 324 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF CBSI--6-24. CONTRACT TO BIT AND SELL REAl.ESTATE(RESIDENTIAL) Page 7 of 20 325 PROPERTY WITHIN THE COMMON INTEREST COMMUNIT% SHOULD INVESTIGATE THE FINANCIAL 326 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 327 DECLARATION FOR THE CONIMUNIT1 AND THE BYLAWS AND RULES AND REGULATIONS OF THE 328 ASSOCIATION. 329 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents(defined below). 330 at Seller's expense. on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 331 Documents to Buyer.at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt 332 of the Association Documents.regardless of who provides such documents. 333 7.3. Association Documents. Association documents(Association Documents)consist of the following: 334 7.3.1. All Association declarations,articles of incorporation.bylaws.articles of organization,operating agreements. 335 rules and regulations.party wall agreements and the Association's responsible governance policies adopted under§38-33.3-209.5. 336 C.R.S.. 337 7.3.2. Minutes of:(I)the annual owners'or members'meeting and(2)any executive boards'or managers'meetings; 338 such minutes include those provided under the most current annual disclosure required under §38-33.3-209.4. C.R.S. (Annual 339 Disclosure)and minutes of meetings,if any.subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 340 minutes exist.then the most recent minutes.if any (§§7.3.1.and 7.3.2.,collectively,Governing Documents);and 341 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, 342 but not limited to,property,general liability,association director and officer professional liability and fidelity policies.The list must 343 include the company names.policy limits, policy deductibles,additional named insureds and expiration dates of the policies listed 344 (Association Insurance Documents); 345 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as 346 disclosed in the Association's last Annual Disclosure; 347 7.3.5, The Association's most recent financial documents which consist of: (1)the Association's operating budget 348 for the current fiscal year,(2)the Association's most recent annual financial statements, including any amounts held in reserve for 349 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent 350 available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the 351 Association's community association manager or Association will charge in connection with the Closing including.but not limited 352 to.any fee incident to the issuance of the Association's statement of assessments(Status Letter).any rush or update fee charged for 353 the Status Letter,any record change fee or ownership record transfer fees(Record Change Fee), fees to access documents,(5)list of 354 all assessments required to be paid in advance,reserves or working capital due at Closing and(6)reserve study.if any(§§7,3.4.and 355 7.3.5..collectively.Financial Documents): 356 7.3.6. Any written notice from the Association to Seller of a"construction defect action" under § 38-33.3-303.5, 357 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction 358 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under§ 10.2. 359 (Disclosure of Adverse Material Facts;Subsequent Disclosure:Present Condition)including any problems or defects in the common. 360 elements or limited common elements of the Association property. 361 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 362 Terminate under§24.1.. on or before Association Documents Termination Deadline, based on any unsatisfactory provision in 363 any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 364 Association Documents Deadline. Buyer. at Buyer's option. has the Right to Terminate under §24.I. by Buyer's Notice to 365 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 366 the Association Documents.or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 367 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to 368 Terminate within such time.Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 369 to Terminate under this provision,notwithstanding the provisions of§ 8.6.(Third Party Right to Purchase'Approve). 370 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 371 8.1. Evidence of Record Title. 372 ❑ 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 373 company to furnish the owner's title insurance policy at Seller's expense.On or before Record Title Deadline,Seller must furnish 374 to Buyer,a current commitment for an owner's title insurance policy(Title Commitment),in an amount equal to the Purchase Price, 375 or if this box is checked. ❑an Abstract of Title certified to a current date.Seller will cause the title insurance policy to be issued 376 and delivered to Buyer as soon as practicable at or after Closing. 377 © 8.1.2. Buyer Selects Title Insurance Company. If this box is checked. Buyer will select the title insurance 378 company to furnish the owner's title insurance policy at Buyer's expense.On or before Record Title Deadline,Buyer must furnish to 379 Seller.a current commitment for owner's title insurance policy(Title Commitment).in an amount equal to the Purchase Price. 381) If neither box in§8.1,1.or§8.1.2.is checked.§ 8.1.1.applies. 381 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment '❑ Will ❑ Will Not contain Owner's 382 Extended Coverage(OEC).If the Title Commitment is to contain OEC.it will commit to delete or insure over the standard exceptions CBSI--6-24. CONTRACT TO BIN %ND SEU.I.REAL.ESTATE(RESIDENTIAL.) Page 8 of 20 383 which relate to: (I) parties in possession. (2)unrecorded easements. (3) survey matters, (4) unrecorded mechanics' liens, (5)gap 384 period(period between the effective date and time of commitment to the date and time the deed is recorded)and(6)unpaid taxes, 385 assessments and unredeemed tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by 386 ❑ Buyer❑i Seller ❑One-Half by Buyer and One-Half by Seller ❑Other 387 Regardless of whether the Contract requires OEC.the Title Insurance Commitment may not provide OEC or delete or insure over 388 any or all of the standard exceptions for OEC.The Title Insurance Company may require a New Survey or New ILC.defined below, 389 among other requirements for OEC.If the Title Insurance Commitment is not satisfactory to Buyer.Buyer has a right to object under 390 *8.7.(Right to Object to Title,Resolution). 391 8.1.4. Title Documents. Title Documents consist of the following:(I)copies of any plats.declarations,covenants. 392 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 393 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively. Title 394 Documents). 395 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title 396 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 397 where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense of the 398 party or parties obligated to pay for the owner's title insurance policy. 399 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 400 portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline. 41►1 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 402 Title Documents as set forth in§8.7.(Right to Object to Title.Resolution)on or before Record Title Objection Deadline.Buyer's 4113 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title. notwithstanding* 13.or 404 any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title. Title Commitment or Title 405 Documents are not received by Buyer on or before the Record Title Deadline,or if there is an endorsement to the Title Commitment 406 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 407 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to:(I)any 408 required Title Document not timely received by Buyer,(2)any change to the Abstract of Title.Title Commitment or Title Documents, 409 or (3) any endorsement to the Title Commitment. if Seller receives Buyer's Notice to Terminate or Notice of Title Objection. 410 pursuant to this§ 8.2.(Record Title),any title objection by Buyer is governed by the provisions set forth in § 8.7.(Right to Object 411 to Title. Resolution). If Seller has fulfilled all Seller's obligations. if any. to deliver to Buyer all documents required by § 8.1. 412 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable 413 deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title. Title Commitment and Title 414 Documents as satisfactory. 415 8.3. Off-Record Title. Seller must deliver to Buyer.on or before Off-Record Title Deadline,true copies of all existing 416 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements. liens (Including, without 417 limitation,governmental improvements approved,but not yet installed)or other title matters not shown by public records.of which 418 Seller has actual knowledge(Off-Record Matters).This Section excludes any New ILC or New Survey governed under§9(New 419 ILC.New Survey).Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown 420 by public records(e.g..unrecorded easement,boundary line discrepancy or water rights).Buyer's Notice to Terminate or Notice of 421 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection.notwithstanding§ 8.2. 422 (Record Title) and § 13 (Transfer of.Title)). in Buyer's sole subjective discretion, must be received by Seller on or before Off= 423 Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline. Buyer has 424 until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter, If Seller receives 425 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§8.3.(Off-Record Title), any title objection by Buyer is 426 governed by the provisions set forth in * 8.7. (Right to Object to Title. Resolution). If Seller does not receive Buyer's Notice to 427 Terminate or Notice of Title Objection by the applicable deadline specified above. Buyer accepts title subject to such Off-Record 428 Matters and rights,if any,of third parties not shown by public records of which Buyer has actual knowledge. 429 8.4. Special Taxing and Metropolitan Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO 430 GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 431 ON THE TAXABLE PROPERTY'WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE 432 PLACED AT RiSK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT 433 WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY"OF SUCH A DISTRICT TO DISCHARGE SUCH 434 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MiLL LEVIES, BUYERS SHOULD INVESTIGATE THE 435 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 436 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY' AND BY OBTAINING 437 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 438 RECORDER,OR THE COUNTY ASSESSOR. The official website for the Metropolitan District,if any.is: 439 8.5. Tax Certificate. A tax certificate paid for by ❑ Seller E Buyer. for the Property listing any special taxing or 440 metropolitan districts that affect the Property (Tax Certificate)must be delivered to Buyer on or before Record Title Deadline. If 441 the content of the Tax Certificate is unsatisfactory to Buyer.in Buyer's sole subjective discretion,Buyer may terminate,on or before ('BSI-6-24. CONTRACT'to Bt 1 AND SELL REAL.ESTATE(RESIDENTIAL 1 Page 9 of 20 442 Record Title.Objection Deadline.Should Buyer receive the Tax Certificate after Record Title Deadline.Buyer,at Buyer's option. 443 has the Right to Terminate under §24.1. by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's 444 receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate,or if Buyer's Notice to Terminate would otherwise be 445 required to be received by Seller after Closing Date,Buyer's Notice to Terminate must be received by Seller on or before Closing. 446 If Seller does not receive Buyers Notice to Terminate within such time, Buyer accepts the content of the Tax Certificate as 447 satisfactory and Buyer waives any Right to Terminate under this provision. If Buyer's loan specified in §4.5.3.(Loan Limitations) 448 prohibits Buyer from paying for the Tax Certificate.the Tax Certificate will be paid for by Seller. 449 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g.. right of first 450 refusal on the Property,right to purchase the Property under a lease or an option held by a third party to purchase the Property)or a 451 right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 452 such right. If the third-party holder of such right exercises its right this Contract will terminate. If the third party's right to purchase 453 is waived explicitly or expires.or the Contract is approved,this Contract will remain in full force and effect.Seller must promptly 454 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred 455 on or before Third Party Right to Purchase/Approve Deadline.this Contract will then terminate.Seller will supply to Buyer.in 456 writing,details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 457 8.7. Right to Object to Title,Resolution. Buyer has a right to object or terminate, in Buyer's sole subjective discretion. 458 based on any title matters including those matters set forth in § 8.2.(Record Title).§8.3.(Off-Record litle),§8.5.(Tax Certificate) 459 and § 13(Transfer of Title). If Buyer exercises Buyer's rights to object or terminate based on any such title matter,on or before the 460 applicable deadline.Buyer has the following options: 461 8.7.1. Title Objection,Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice of 462 Title Objection)on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 463 before Title Resolution Deadline,this Contract will terminate on the expiration of Title Resolution Deadline.unless Seller receives 464 Buyer's written withdrawal of Buyer's Notice of Title Objection(i.e.. Buyer's written notice to waive objection to such items and 465 waives the Right to Terminate for that reason). on or before expiration of Title Resolution Deadline. If either the Record Title 466 Deadline or the Off-Record Title Deadline,or both,are extended pursuant to§ 8.2.(Record Title)or§ 8.3.(Off-Record Title)the 467 Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 468 applicable documents;or 469 8.7.2. Title Objection,Right to Terminate. Buyer may exercise the Right to Terminate under§24.1.,on or before 470 the applicable deadline,based on any title matter unsatisfactory to Buyer.in Buyer's sole subjective discretion. 471 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 472 carefully. Additionally,other matters not reflected in the Title Documents may affect the title,ownership and use of the Property. 473 including, without limitation, boundary lines and encroachments. set-back requirements. area, zoning, building code violations, 474 unrecorded easements and claims of easements,leases and other unrecorded agreements.water on or under the Property and various 475 laws and governmental regulations concerning land use,development and environmental matters. 476 8.8.1. OIL. GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 477 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF 478 THE SURFACE ESTATE MAY NOT NECESSARILY' INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 479 RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL,GAS.OTHER MINERALS,GEOTHERMAL 480 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY WHICH INTERESTS MAY GIVE THEM 481 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE,OIL, 482 GAS OR WATER. 483 8.8.2. SURFACE USE AGREEMENT. TIIE USE OF THE SURFACE ESTATE OF THE PROPERTY'TO • 484 ACCESS THE OIL, GAS OR MINERALS MAY. BE GOVERNED BY' A SURFACE USE AGREEMENT, A 485 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 486 RECORDER. 487 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 488 TO THE PROPERTY' MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING, DRILLING,WELL COMPLETION 489 OPERATIONS, STORAGE, OIL AND GAS,OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 491) OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 491 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 492 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 493 DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 494 AND GAS CONSERVATION COMMISSION. 495 8.8.5. Title Insurance Exclusions.Matters set forth in this Section and others,may be excepted.excluded from.or 496 not covered by the owner's title insurance policy. 497 8.9. Mineral Rights Review. Buyer has a Right to Terminate if examination of the Mineral Rights is unsatisfactory to 498 Buyer on or before the Mineral Rights Examination Deadline. 499 9. NEW ILC,NEW SURVEY. f'BSI--6-24. CONTRACT TO Bt 1 AND SELL REAL ESTATE(RESIDENTIAL) Page 10 or211 500 9.1. New iLC or New Survey.If the box is checked.(I)0 New Improvement Location Certificate(New ILC);or.(2) 501 El New Survey in the form of See Addendum to Contract attached hereto :is required and the following will apply: 502 9.1.1. Ordering of New ILC or New Survey. ❑Seller Q Buyer will order the New 1LC or New Survey. The 503 New ILC or New Survey may also be a previous ILC or survey that is in the above-required form.certified and updated as of a date 504 after the date of this Contract. 505 9.1.2. Payment for New 1LC or New Survey. The cost of the New ILC or New Survey will be paid.on or before 506 Closing. by:0 Seller E Buyer or: 5117 508 509 9.1.3. Delivery of New ILC or New Survey. Buyer.Seller,the issuer of the Title Commitment(or the provider of 510 the opinion of title if an Abstract of Title)and the parties'attorneys will receive a New ILC or New Survey on or before New 511 1LC or New Survey Deadline. 512 9.1.4. Certification of New ILC or New'Survey.The New Il_C or New Survey will be certified by the surveyor to 513 all those who are to receive the New ILC or New Survey. 514 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 515 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 516 Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion,waive a New ILC or New Survey if done prior to 517 Seller incurring any cost for the same. 518 9.3. New ILC or New'Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. 519 If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer.in Buyer's sole subjective discretion. 520 Buyer may.on or before New ILC or New Survey Objection Deadline,notwithstanding§8.3.or§ 13: 521 9.3.1. Notice to Terminate. Notify Seller in writing,pursuant to§24.1.that this Contract is terminated:or 522 9.3.2. New' 1LC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 523 shown or is shown in the New Ilk or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 524 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller.on or 525 before New 1LC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 526 or before New ILC or New Survey Resolution Deadline,this Contract will terminate on expiration of the New 1LC or New Survey 527 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such 528 termination(i.e..on or before expiration of New ILC'or New Survey Resolution Deadline). 529 DISCLOSURE,INSPECTION AND DUE DILIGENCE 530 10. PROPERTY DISCLOSURE.INSPECTION,INDEMNITY,INSURABILITY.DUE DILIGENCE AND SOURCE OF 531 WATER. 532 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline.Seller agrees to deliver to Buyer 533 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller 534 to Seller's actual knowledge and current as of the date of this Contract. 535 10.2. Disclosure of Adverse Material Facts;Subsequent Disclosure; Present Condition. Seller must disclose to Buyer 536 any adverse material facts actually known by Seller as of the date of this Contract.Seller agrees that disclosure of adverse material 537 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract. Seller must timely 538 disclose such adverse fact to Buyer.Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing 539 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract. Buyer acknowledges that 540 Seller is conveying the Property and Inclusions to Buyer in an"As Is"condition."Where Is"and"With All Faults." 54I 10.3. Inspection. Unless otherwise provided in this Contract. Buyer,acting in good faith. has the right to have inspections 542 (by one or more third parties.personally or both)of the Property.Leased Items,and Inclusions(Inspection).at Buyer's expense. If 543 11) the physical condition of the Property. including. but not limited to. the roof. walls. structural integrity of the Property. the 544 electrical.plumbing. HVAC and other mechanical systems of the Property.(2)the physical condition of the Inclusions and Leased 545 Items. (3)service to the Property (including utilities and communication services).systems and components of the Property (e.g., 540 heating and plumbing),(4)any proposed or existing transportation project.road.street or highway.or(5)any other activity,odor or 547 noise(whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory,in Buyer's 548 sole subjective discretion. Buyer may: 549 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing. 550 pursuant to§24.1.,that this Contract is terminated due to any unsatisfactory condition,provided the Buyer did not previously deliver 551 an Inspection Objection. Buyer's Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller 552 pursuant to 3 10.3.2.:or 553 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 554 description of any unsatisfactory condition that Buyer requires Seller to correct. 555 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection Objection CBSI--6-24. CONTRACT TO BE AND SEI.t.RE.U.ES'I'.'<TE(RESIDENTIAL) Page III of20 556 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline. 557 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection 558 Objection before such termination (i.e.. on or before expiration of Inspection Resolution Deadline). Nothing in this provision 559 prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 560 executing an Earnest Money Release. 561 10.4. Damage. Liens and Indemnity. Buyer. except as otherwise provided in this Contract or other written agreement 562 between the parties.is responsible for payment for all inspections.tests.surveys.engineering reports,or other reports performed at 563 Buyer's request(Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 564 must not permit claims or liens of any kind against the Property for Work performed on the Property, Buyer agrees to indemnify. 565 protect and hold Seller harmless from and against any liability.damage.cost or expense incurred by Seller and caused by any such 566 Work,claim,or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 567 any such liability. damage. cost or expense. or to enforce this Section. including Seller's reasonable attorney fees. legal fees and 568 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4.does not apply to items performed 569 pursuant to an Inspection Resolution. 570 10.5. Insurability. Buyer has the Right to Terminate under §24.1., on or before Property Insurance Termination 571 Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance 572 (Property Insurance)on the Property.in Buyer's sole subjective discretion. 573 10.6. Due Diligence. 574 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information 575 pertaining to the Property and leased Items(Due Diligence Documents)to Buyer on or before Due Diligence Documents Delivery 576 Deadline: 577 10.6.1.1. Occupancy Agreements. All current leases. including any amendments or other occupancy 578 agreements.pertaining to the Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing 579 are as follows(Leases): 580 581 582 583 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.8.. Leased Items) will be 584 transferred to Buyer at Closing,Seller agrees to deliver copies of the leases and information pertaining to the personal property to 585 Buyer on or before Due Diligence Documents Delivery Deadline. 586 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered 587 pursuant to §2.5.5.(Encumbered Inclusions)above.Seller agrees to deliver copies of the evidence of debt.security and any other 588 documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. 589 10.6.1.4. Solar Power Plan. Copy of any Solar Power Plan not included in Leased Items(regardless of 590 its name or title). 591 10.6.1.5. Septic Use Permit. If required by the local health department or other applicable government 592 entity,on or before the local health department's applicable deadline,Seller must pay for and furnish to Buyer a Septic Use Permit. 593 10.6.1.6. Other Documents. Other documents and information: 594 595 596 597 598 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due 599 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory. in Buyer's sole subjective bun discretion.Buyer may.on or before Due Diligence Documents Objection Deadline: 6111 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1.. that this Contract is 602 terminated:or 603 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 604 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 605 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received 606 by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a 607 settlement thereof on or before Due Diligence Documents Resolution Deadline. this Contract will terminate on Due Diligence 608 Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection 609 before such termination(i.e..on or before expiration of Due Diligence Documents Resolution Deadline). 610 10.6.2.4. Automatic Due Diligence Extension. If a Due Diligence Document is not delivered on or 61 I before the Due Diligence Documents Deadline. Buyer has until the earlier of Closing or ten days after receipt by Buyer to review 612 and object to such Due Diligence Document. If Buyer's right to review and object to such Due Diligence Document is extended due 613 to such Due Diligence Document not being delivered on or before the Due Diligence Documents Deadline. the Due Diligence CBSI-.6-24. CoNTR.wr To at's AND SE1.1 REA1.EST 1TE(RESIDENTIAL) Page 12 af2n 614 Document Resolution Deadline will also be extended to the earlier of Closing or fifteen days after Buyer's receipt of such Due 615 Diligence Document. 616 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 617 owned by Buyer and commonly known as . Buyer has 618 the Right to Terminate under§ 24.1.elective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale 619 Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not 620 receive Buyer's Notice to Terminate on or before Conditional Sale Deadline. Buyer waives any Right to Terminate under this 621 provision. 622 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer ❑ Does E Does Not 623 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for 624 the Property. ❑There is No Well. Buyer ❑ Does 0 Does Not acknowledge receipt of a copy of the current well permit. 625 Note to Buyer: SOME WATER PROVIDERS RELY', TO VARYING DEGREES, ON NONRENEWABLE GROUND 626 WATER. VOL' MAX' WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 627 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 628 10.9. Existing Leases; Modification of Existing Leases; New Leases. I Intentionally Deleted' 629 10.10. Lead-Based Paint. 630 10.10.1. Lead-Based Paint Disclosure. Unless exempt.if the Property includes one or more residential dwellings 631 constructed or a building permit was issued prior to January I. 1978, for the benefit of Buyer. Seller and all required real estate 632 licensees must sign and deliver to Buyer a completed Lead-Based Paint Disclosure(Sales)form on or before the Lead-Based Paint 633 Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure. Buyer may waive the failure to timely 634 receive the Lead-Based Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under§ 24.1, by Seller's receipt of 635 Buyer's Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 636 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the 637 Property for the presence of Lead-Based Paint or Lead-Based Paint hazards,Buyer has a Right to Terminate under§24.1.by Seller's 638 receipt of Buyer's Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. Buyer may 639 elect to waive Buyer's right to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint 640 or Lead-Based Paint hazards. If Seller does not receive Buyer's Notice to Terminate within such time. Buyer accepts the condition 641 of the Property relative to any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 642 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired heater or appliance. a 643 fireplace. or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom). the parties 644 acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within 645 fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code. 646 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured,processed.cooked. 647 disposed of. used or stored at the Property. Seller is required to disclose such fact. No disclosure is required if the Property. was 648 remediated in accordance with state standards and other requirements are fulfilled pursuant to§25-18.5-102,C.R.S.. Buyer further 649 acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever 650 been used as a methamphetamine laboratory.Buyer has the Right to Terminate under*24.1..upon Seller's receipt of Buyer's written 651 Notice to Terminate. notwithstanding any other provision of this Contract. based on Buyer's test results that indicate the Property 652 has been contaminated with methamphetamine.but has not been remediated to meet the standards established by rules of the State 653 Board of Health promulgated pursuant to§ 25-18.5-102,C.R.S. Buyer must promptly give written notice to Seller of the results of 654 the test. 655 10.13. Radon Disclosure. THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT 656 STRONGLY' RECOMMENDS THAT ALL HOME BUYERS HAVE AN INDOOR RADON TEST PERFORMED 657 BEFORE PURCHASING RESIDENTIAL REAL PROPERTY AND RECOMMENDS HAVING THE RADON LEVELS 658 MITIGATED IF ELEVATED RADON CONCENTRATIONS ARE FOUND. ELEVATED RADON CONCENTRATIONS 659 CAN BE REDUCED BY A RADON MITIGATION PROFESSIONAL. 664) RESIDENTAL REAL PROPERTY MAY PRESENT EXPOSURE TO DANGEROUS LEVELS OF INDOOR RADON 661 GAS THAT MAY' PLACE THE OCCUPANTS AT RISK OF DEVELOPING RADON-INDUCED LUNG CANCER. 662 RADON, A CLASS A HUMAN CARCINOGEN, IS THE LEADING CAUSE OF LUNG CANCER IN NONSMOKERS 663 AND THE SECOND LEADING CAUSE OF LUNG CANCER OVERALL. THE SELLER OF RESIDENTAL REAL 664 PROPERTY IS REQUIRED TO PROVIDE THE BUYER WITH ANY KNOWN INFORMATION ON RADON TEST 665 RESULTS OF THE RESIDENTIAL REAL PROPERTY. 666 AN ELECTRONIC COPY OF THE MOST RECENT BROCHURE PUBLISHED BY THE DEPARTMENT OF 667 PUBLIC HEALTH AND ENVIRONMENT IN ACCORDANCE WITH C.R.S. §25-11-114(2)(A) THAT PROVIDES 668 ADVICE ABOUT "RADON AND REAL ESTATE TRANSACTIONS IN COLORADO" IS AVAILABLE AT: 669 HTTPS://C'DPHE.COLORADO.GOV/RADON-AND-REAL-ESTATE. 670 11. TENANT ESTOPPEL STATEMENTS. (Intentionally Deleted) CBS1--6-21. CONTRACT TO HI 1 AND SF:LL.REAL.ESTATE(RESIDE\TI•U.1 Pogo 13 oflt) o7I CLOSING PROVISIONS 672 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 673 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable 673 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is 675 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company. in a 676 timely manner,all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 677 additional information and documents required by Closing Company that will be necessary to complete this transaction, Buyer and 678 Seller will sign and complete all customary or reasonably required documents at or before Closing. 679 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions 0 Are 0 Are Not executed with 680 this Contract. 681 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the date specified as 682 the Closing Date or by mutual agreement at an earlier date. At Closing. Seller must provide Buyer with the ability to access the 683 Property (e.g. keys, access code, garage door opener). The hour and place of Closing will be as designated by 68.4 mutual agreement of the parties 685 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs.quality and extent of service vary between 686 different settlement service providers(e.g.,attorneys.lenders.inspectors and title companies). 687 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer 688 must assume Seller's obligations under such Leases.Further,Seller must transfer to Buyer all Leased items and assign to Buyer such 689 leases for the Leased Items accepted by Buyer pursuant to §2.5.8.(Leased Items). 690 13. TRANSFER OF TITLE.Subject to Buyer's compliance with the terms and provisions of this Contract.including the tender 691 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer.at Closing: ❑ 692 special warranty deed 0 general warranty deed ❑ bargain and sale deed 0 quit claim deed ❑personal representative's deed 693 ❑ deed. Seller. provided another deed is not selected, must execute and deliver a good and 694 sufficient special warranty deed to Buyer,at Closing. 695 Unless otherwise specified in y 30(Additional Provisions).if title will be conveyed using a special warranty deed or a general 696 warranty deed,title will be conveyed"subject to statutory exceptions"as defined in *38-30-1 I3(5)(a).C'.R.S. 697 14. PAYMENT OF LIENS AND ENCI MBRANCES. Unless agreed to by Buyer in writing,any amounts owed on any liens 698 or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special 699 improvements installed as of the date of Buyer's signature hereon,whether assessed or not,and previous years' taxes.will be paid 700 at or before Closing by Seller from the proceeds of this transaction or from any other source. 701 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 702 WITH HOLDING. 703 15.1. Closing Costs. Buyer and Seller must pay. in Good Funds, their respective closing costs and all other items required 704 to be paid at Closing.except as otherwise provided herein. However.if Buyer's loan specified in 0.5.3.(Loan Limitations)prohibits 705 Buyer from paying for any of the fees contained in this Section.the fees will be paid for by Seller. 706 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 7070 One-Half by Buyer and One-Half by Seller ❑Other 708 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date. Seller agrees to 709 promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees 710 associated with or specified in the Status Letter will be paid as follows: 711 15.3.1. Status.Letter Fee. Any fee incident to the issuance of Association's Status Letter must be paid by Seller. 712 15.3.2. Record Change Fee. Any Record Change Fee must be paid by❑Buyer ❑Seller ❑One-Half by Buyer 713 and One-Half by Seller Q N/A. 714 15.3.3. Reserves or Working Capital. Unless agreed to otherwise, all reserves or working capital due (or other 715 similar cost not addressed in ti 16.2.(Association Assessments))at Closing must be paid by 0 Buyer 0 Seller ❑One-Half by 716 Buyer and One-Half by Seller 0 N/A. 717 15.3,4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by ❑ 718 Buyer 0 Seller ❑One-Half by Buyer and One-Italf by Seller Q N/A. 719 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by 0 Buyer 0 Seller ❑ One-Half by 720 Buyer and One-Half by Seller QQ N/A. 72I 15,5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 722 0 Buyer ❑Seller E One-Half by Buyer and One-Half by Seller 0 N/A. [BSI--6-24. CONTRACT TO lit t %ND SEL1.REAL ESTATE(RESIDENTIAL) Page 14 orb) 723 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property,payable at Closing. 724 such as community association fees, developer fees and foundation fees. must be paid at Closing by ❑ Buyer 0 Seller 725 ❑One-Half by Buyer and One-Half by Seller 0 N/A. 726 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 727 $ for: 728 ❑ Water District/Municipality ❑Water Stock 729 ❑ Augmentation Membership ❑Small Domestic Water Company ❑ 730 and must be paid at Closing by ❑Buyer 0 Seller ❑One-Half by Buyer and One-Half by Seller 0 N/A. 731 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be 732 paid by ❑ Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller 0 N/A. 733 15.9. FIRPTA and Colorado Withholding. • 734 15.9.1. FIRPTA. The internal Revenue Service(IRS)may require a substantial portion of the Seller's proceeds be 735 withheld after Closing when Seller is a foreign person. If required withholding does not occur.the Buyer could be held liable for the 736 amount of the Seller's tax, interest and penalties. If the box in this Section is checked. Seller represents that Seller❑ IS a foreign 737 person for purposes of U.S. income taxation. If the box in this Section is not checked. Seller represents that Seller is not a foreign 738 person for purposes of U.S.income taxation.Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 739 requested documents to verify Seller's foreign person status. If withholding is required. Seller authorizes Closing Company to 740 withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or 741 if an exemption exists. 742 15.9.2. Colorado Withholding.The Colorado Department of Revenue may require a portion of the Seller's proceeds 743 be withheld after Closing when Seller will not he a Colorado resident after Closing. if not otherwise exempt. Seller agrees to 744 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify'Seller's status. If withholding 745 is required.Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's 746 tax advisor to determine if withholding applies or if an exemption exists. N. 747 16. PRORATIONS AND `O ASSOCIATION ASSESSMENTS. 748 16.1. Prorations. The following will be prorated to the Closing Date,except as otherwise provided: 749 16.1.1. Taxes. Personal property taxes.if any.special taxing district assessments.if any.and general real estate taxes 750 for the year of Closing. based on ❑Taxes for the Calendar bear Immediately Preceding Closing 0 Most Recent Mill Levy 751 and Most Recent Assessed Valuation.adjusted by any applicable qualifying seniors property tax exemption,qualifying disabled 752 veteran exemption or ❑Other 753 16.1.2. Rents. Rents based on ❑Rents Actually Received Accrued.At Closing,Seller will transfer or credit 754 to Buyer the security deposits for all Leases assigned to Buyer.or any remainder after lawful deductions,and notify all tenants in 755 writing of such transfer and of the transferee's name and address. 756 16.1.3. Other Prorations. Water and sewer charges.propane. interest on continuing loan and 757 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions.these prorations are final. 758 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in , 759 advance will be credited to Seller at Closing. All Association Assessments accrued before Closing must he paid by Seller and all 760 Association Assessments accrued after Closing must be paid by Buyer.Cash reserves held out of the regular Association Assessments 761 for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing 762 Documents. Any special assessment assessed prior to Closing Date by the Association will be the obligation of 0 Buyer 0 763 Seller. Except however. any special assessment by the Association for improvements that have been installed as of the date of 764 Buyer's signature hereon, whether assessed prior to or after Closing. will be the obligation of Seller unless otherwise specified in 765 Additional Provisions. Seller represents there are no unpaid regular or special assessments against the Property except the current . 766 regular assessments and . Association Assessments are subject to change as provided in the 767 Governing Documents. 768 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time. 769 subject to the Leases as set forth in§ 10.6.I.1. If the parties have executed a Post-Closing Occupancy Agreement,such agreement 770 will control Possession Date and Possession Time. 771 If Seller.after Closing occurs.fails to deliver possession as specified.Seller will be subject to eviction and will be additionally 772 liable to Buyer.notwithstanding§20.2.(If Seller is in Default). for payment of$ ►°.°0 00 per day (or any part of a day 773 notwithstanding* 3.3.. Day) from Possession Date and Possession Time until possession is delivered. Additionally. Buyer may 774 pursue a claim against Seller for any of Buyer's actual additional damages incurred by Buyer in excess of such amount. 775 GENERAL PROVISIONS CBSl-6-24. CONTRACT to RI, AND SEI.1 REAL ES't tl I.(RESIDENTIAL) Page iS of20 776 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 777 WALK-THROUGH. Except as otherwise provided in this Contract.the Property and Inclusions will be delivered in the condition 778 existing as of the date of this Contract.ordinary wear and tear excepted. 779 18.1. Causes of Loss,Insurance. in the event the Property or Inclusions are damaged by fire,other perils or causes of loss 780 prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the 781 damage will he paid by insurance(other than the deductible to be paid by Seller).then Seller,upon receipt of the insurance proceeds. 782 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under§24.1..on 783 or before Closing Date.if the Property is not repaired before Closing Date,or if the damage exceeds such sum.Should Buyer elect 784 to carry out this Contract despite such Property Damage. Buyer is entitled to a credit at Closing for all insurance proceeds that were 785 received by Seller(but not the Association, if any)resulting from damage to the Property and Inclusions. plus the amount of any 786 deductible provided tin in the insurance policy.This credit may not exceed the Purchase Price. In the event Seller has not received 787 the insurance proceeds prior to Closing. the parties may agree to extend the Closing Date to have the Property repaired prior to 788 Closing or. at the option of Buyer. (I) Seller must assign to Buyer the right to the proceeds at('losing, if acceptable to Seller's 789 insurance company and Buyer's lender;or(2)the parties may enter into a written agreement prepared by the parties or their attorney 790 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such 791 damage.not exceeding the total Purchase Price.plus the amount of any deductible that applies to the insurance claim. 792 18.2. Damage,Inclusions and Services. Should any Inclusion or service(including utilities and communication services), 793 system.component or fixture of the Property(collectively Service)(e.g..heating or plumbing).fail or he damaged between the date 794 of this Contract and Closing or possession.whichever is earlier.then Seller is liable for the repair or replacement of such Inclusion 795 or Service with a unit of similar size, age and quality, or an equivalent credit. but only to the extent that the maintenance or 796 replacement of such Inclusion or Service is not the responsibility of the Association.if any,less any insurance proceeds received by 797 Buyer covering such repair or replacement. lithe failed or damaged Inclusion or Service is not repaired or replaced on or before 798 Closing or possession, whichever is earlier. Buyer has the Right to Terminate under §24.1..on or before Closing Date.or.at the 799 option of Buyer.Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 800 not exceed the Purchase Price.I I'Buyer receives such a credit.Seller's right for any claim against the Association.if any,will survive 801 Closing. 802 18.3. Condemnation. in the event Seller receives actual notice prior to Closing that a pending condemnation action may 803 result in a taking of all or part of the Property or inclusions, Seller must promptly notify Buyer, in writing,of such condemnation 804 action.Buyer has the Right to Terminate under§24.1..on or before Closing Date,based on such condemnation action,in Buyer's 805 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 806 Inclusions. Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 807 of the Property or Inclusions,but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 808 18.4. Walk-Through and Verification of Condition. Buyer. upon reasonable notice. has the right to walk through the 809 Property prior to Closing to verify that the physical condition of the Property and inclusions complies with this Contract. 810 811 I9. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract.Buyer and Seller acknowledge that 812 their respective broker has advised that this Contract has important legal consequences and has recommended: (I)legal examination 813 of title:(2)consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal 814 and tax implications:(3)to consult with their own attorney if Water Rights.Mineral Rights or Leased Items are included or excluded 815 in the sale: and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be SI6 engaged and consulted.Such consultations must be done timely as this Contract has strict time limits,including deadlines,that must 8 I 7 be complied with. 818 819 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. 820 This means that all dates and deadlines are strict and absolute. If any payment due,including Earnest Money. is not paid. honored 821 or tendered when due,or if any obligation is not performed timely as provided in this Contract or waived.the non-defaulting party 822 has the following remedies: 823 20.1. If ftuyer is in Default: 824 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 825 by Buyer)will be paid to Seller and retained by Seller.it is agreed that the Earnest Money is not a penalty.and the parties agree the 826 amount is fair and reasonable.Seller may recover such additional damages as may be proper.Alternatively.Seller may elect to treat 827 this Contract as being in full force and effect and Seller has the right to specific performance or damages.or both. 828 20.1.2. Liquidated Damages,Applicable. This§20.1.2.applies unless the box hi&20.1.1.is checked.Seller may 829 cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller.It is agreed that 830 the Earnest Money amount specified in §4.1. is LIQUIDATED DAMAGES and not a penalty. which amount the parties agree is 831 fair and reasonable and(except as provided in§§ 10.4.and 21).such amount is SELLER'S ONLY REMEDY for Buyer's failure to 832 perform the obligations of this Contract.Seller expressly waives the remedies of specific performance and additional damages. 833 20.2. If Seller is in Default: C'BS1--6-24. CONTRACT TO BIT.%\D SEE.I.REAL EST 1TE(RESIDE\TIAI.) Page 16 020 • 834 20.2.1. Specific Performance,Damages or Both. Buyer may elect to treat this Contract as canceled.in which case 835 all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. 836 Alternatively, in addition to the per diem in § 17(Possession)for failure of Seller to timely deliver possession of the Property after 837 Closing occurs.Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance 838 or damages.or both. 839 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract.to 840 include.but not limited to.failure to timely disclose Association violations known by Seller.failure to perform any replacements or 841 repairs required under this Contract or failure to timely disclose any known adverse material facts,Seller remains liable for any such 842 failures to perform under this Contract after Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this 843 Contract are reserved and survive Closing. 844 21. LEGAL FEES.COST AND EXPENSES. Anything to the contrary herein notwithstanding. in the event of any arbitration 845 or litigation relating to this Contract, prior to or after(losing Date, the arbitrator or court must award to the prevailing party all 846 reasonable costs and expenses. including attorney fees, legal fees and expenses. 847 22. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not resolved,the parties 848 must first proceed.in good faith,to mediation. Mediation is a process in which the parties meet with an impartial person who helps 849 to resolve the dispute informally and confidentially.Mediators cannot impose binding decisions. Before any mediated settlement is 850 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 851 and will share equally in the cost of such mediation. The obligation to mediate,unless otherwise agreed.will terminate if the entire 852 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 853 parry's last known address(physical or electronic as provided in ` 26). Nothing in this Section prohibits either party from tiling a 854 lawsuit and recording a /i,c pendens affecting the Property. before or after the date of written notice requesting mediation. This 855 Section will not alter any date in this Contract.unless otherwise agreed. 856 23. EARNEST MONEi' DISPUTE. Except as otherwise provided herein. Earnest Money Holder must release the Earnest 857 Money following receipt of written mutual instructions,signed by both Buyer and Seller.In the event of any controversy regarding 858 the Earnest Money.Earnest Money Holder is not required to release the Earnest Money.Earnest Money Holder.in its sole subjective 859 discretion. has several options: (I)wait for any proceeding between Buyer and Seller: (2)interplead all parties and deposit Earnest 860 Money into a court of competent jurisdiction(Earnest Money Holder is entitled to recover court costs and reasonable attorney and 861 legal fees incurred with such action):or(3)provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of 862 the Summons and Complaint or Claim (between Buyer and Seller)containing the case number of the lawsuit(Lawsuit)within one 863 hundred twenty days of Earnest Money Holder's notice to the parties. Earnest Money Holder is authorized to return the Earnest 864 Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time 865 of any Order.Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the' 866 obligation oft 22(Mediation).This Section will survive cancellation or termination of this Contract. 867 24. TERMINATION. 868 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 869 termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate),provided such written 870 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 871 before the specified deadline.the party with the Right to Terminate accepts the specified matter,document or condition as satisfactory 872 and waives the Right to Terminate under such provision. Any Notice to Terminate delivered after the applicable deadline specified 873 in the Contract is ineffective and does not terminate this Contract. 874 24.2. Effect of Termination. In the event this Contract is terminated.all Earnest Money received hereunder must be timely 875 returned to Buyer and the parties are then relieved of all obligations hereunder,subject to§§ 10.4,and 21. 876 25. ENTIRE AGREEMENT. MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 877 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 878 thereto.whether oral or written.have been merged and integrated into this Contract,No subsequent modification of any of the terms 879 of this Contract is valid, binding upon the parties. or enforceable unless made in writing and signed by the parties. Any right or 880 obligation in this Contract that. by its terms,exists or is intended to be performed after termination or Closing survives the same. 881 Any successor to a party receives the predecessor's benefits and obligations of this Contract. 882 26. NOTICE.DELIVERY AND CHOICE OF LAW. 883 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing,except as provided in 884 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or 885 notices for such party. Broker,or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing 886 must be received by the party.not Broker or Brokerage Finn). CBSI-6-24. CONTRACT'1'O RI 1 AND SEL1.RE.U1.ESTATE(RESIDENTIAL) Page 17 of20 887 26.2. Electronic Notice. As an alternative to physical delivery-,any notice may be delivered in electronic form to Buyer or 888 Seller.any individual named in this Contract to receive documents or notices for such party. Broker or Brokerage Firm of Broker 889 working with such party(except any notice or delivery after Closing,cancellation or Termination must be received by the party,not 890 Broker or Brokerage Firm)at the electronic address of the recipient by facsimile,email or 891 26.3. Electronic Delivery.Electronic Delivery'of documents and notice may be delivered by:(I)email at the email address 892 of the recipient, (2)a link or access to a website or server provided the recipient receives the information necessary to access the 893 documents,or(3)facsimile at the facsimile number(Fax No.)of the recipient. 894 26.4. Choke of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 895 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 896 located in Colorado. 897 27. NOTICE OF ACCEPTANCE. COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 898 Seller,as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to§26 on or before 899 Acceptance Deadline Date and Acceptance Deadline Time. It'accepted,this document will become a contract between Seller and 900 Buyer. A copy or this Contract may be executed by each party. separately and when each party has executed a copy thereof:such 901 copies taken together are deemed to he a full and complete contract between the parties. 902 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including,but not limited 903 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance. 904 Record Title and Off-Record Title;New ILC,New Survey:and Property Disclosure.Inspection.Indemnity.Insurability Due 905 Diligence and Source of Water. 906 29. BUYER'S BROKERAGE FIRM COMPENSATION. Buyer's brokerage firm's compensation will be paid.at Closing,as 907 follows: 9118 0 29.1. %of the Purchase Price or$ by Seller. Buyer's brokerage firm is an intended third-party 909 beneficiary under this provision only. The amount paid by Seller under this provision is in addition to any other amounts Seller is 910 paying on behalf of Buyer elsewhere in this Contract. 911 ❑ 29.2. %of the Purchase Price or$ by Buyer pursuant to a separate agreement between Buyer and 912 Buyer's brokerage firm. This amount may be modified between Buyer and Buyer's brokerage firm outside of this Contract. 913 0 29.3. %of the Purchase Price or$ by a separate agreement between Buyer's brokerage firm and 914 Seller's brokerage firm. 915 ADDITIONAL PROVISIONS AND ATTACHMENTS 916 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 917 Commission.) 918 Exhibit A— Description of the Property; 920 Exhibit B—Description of Included Water Rights; and 921 Addendum 1 to Contract (including assignment provision) 922 923 924 925 • 926 927 • 928 31. OTHER DOCUMENTS. 929 31.1. Documents Part of Contract. The following documents are a part of this Contract: 930 ❑31.1.1. Post-Closing Occupancy Agreement. lithe box is checked,the Post-Closing Occupancy 931 Agreement is a part of this Contract. `)'' Exhibit A— Description of the Property; 933 P p Y� 934 Exhibit B — Description of Included Water Rights; and 935 Addendum 1 to Contract fincludinn assignment nrnvisinnl 936 31.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: ('BSI--6-24. ('O\TR.A("1 TO BUN AND SELL REAL ES•r%TI.(RESIDENTIAL) Prue 18 of 20 937 938 939 940 SIGNATURES 94I Buyer's Name: AVLT Specialty Projects LLC Buyer's Name: 1,6e_ 12/19/2024 Buy Date y er _ Buyer's Signature Date Address: 320 Main Street,Suite 204 Address: Carbondale,Colorado 81623 Phone No.: cl 7o_ q(A - $YKp Phone No.: Fax No.: Fax No.: Email Address: Sv ZarOte 0 a It. o!'y Email Address: 942 'NOTE: If this offer is being countered or rejected,do not sign this document.' Seller's Name: First Western Trust Bank Seller's Name: agar groases46.;•• 12/20/2024 Ce&Sfittifiloniw, Secretary Date Seller's Signature Date Address: 1900 16th St, #1200 Address: Denver, CO 802023 Phone No.: 303-531-8100 Phone No.: Fax No.: Fax No.: Email Address: lane cimninniw(n�mvfw rnm Email Address: 943 944 END OF CONTRACT TO BUY AND SELL REAL ESTATE BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. Broker Working With Buyer Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Flolder and.except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination. Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions.Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,provided the Earnest Money check has cleared. Broker is working with Buyer as a ❑ Buyer's Agent ❑Transaction-Broker in this transaction. ❑Customer. Broker has no brokerage relationship with Buyer. See§ B for Broker's brokerage relationship with Seller. Brokerage Finn's compensation or commission is to be paid as specified in§29 above. This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this pros ision. ('BSI-6-2a. CONTRI(T TO MA AND SELL.REAL ESTATE(RESIDENTIAL I Page 19 of211 • Brokerage Firm's Name: Brokerage Firm's License#: Broker's Name: Broker's License R: Broker's Signature Date Address: Phone No.: Fax No.: Email Address: B. Broker Working with Seller Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in y 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination. Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions.Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions.provided the Earnest Money check has cleared. Broker is working with Seller as a ❑Seller's Agent ❑Transaction-Broker in this transaction. ❑Customer. Broker has no brokerage relationship with Seller. See y A for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ❑Seller ❑ Buyer ❑Other This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any agreement to pay compensation must he entered into separately and apart from this provision. Brokerage Firm's Name: Brokerage Firm's License#: Broker's Name: Broker's License a: Broker's Signature Date Address: Phone No.: Fax No.: Email Address: 945 CBS)-6-2.1. CO\TR.AC'1 TO 01'1 AND SEI.I.REAL Es ur:(RESIDENTIAL) Page 211 of20 • • EXHIBIT A PARCEL A: PARCEL NO. 1 A TRACT OF LAND SITUATED IN SECTION 36,TOWNSHIP 6 SOUTH,RANGE 87 WEST OF THE 6TH PRINCIPAL MERIDIAN BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHENCE THE SOUTH 1/4 CORNER OF SAID SECTION 36 BEARS SOUTH 43 DEGREES 16 MINUTES 00 SECONDS EAST 954.50 FEET;THENCE NORTH 44 DEGREES 30 MINUTES 00 SECONDS EAST 283.60 FEET;THENCE SOUTH 45 DEGREES 30 MINUTES 00 SECONDS EAST 96.00 FEET;THENCE SOUTH 55 DEGREES 02 MINUTES 00 SECONDS EAST A DISTANCE OF 78.90 FEET;THENCE SOUTH 28 DEGREES 15 MINUTES 00 SECONDS EAST 214.70 FEET;THENCE SOUTH 26 DEGREES 07 MINUTES 00 SECONDS EAST 36.00 FEET;THENCE NORTH 59 DEGREES 54 MINUTES 00 SECONDS EAST 117.50 FEET;THENCE NORTH 20 DEGREES 17 MINUTES 00 SECONDS EAST 158.90 FEET;THENCE NORTH 26 DEGREES 29 MINUTES 00 SECONDS EAST 104.30 FEET;THENCE NORTH 27 DEGREES 51 MINUTES 00 SECONDS EAST 202.40 FEET;THENCE NORTH 20 DEGREES 17.MINUTES 00 SECONDS EAST 113.60 FEET;THENCE NORTH 32 DEGREES 28 MINUTES 00 SECONDS EAST 169.40 FEET;THENCE NORTH 39 DEGREES 00 MINUTES 00 SECONDS EAST 99.00 FEET;THENCE NORTH 9 DEGREES 56 MINUTES 00 SECONDS WEST 334.10 FEET;THENCE NORTH 2 DEGREES 52 MINUTES 00 SECONDS EAST 305.00 FEET;THENCE NORTH 17 DEGREES 27 MINUTES 00 SECONDS EAST 254.90 FEET;THENCE NORTH 25 DEGREES 19 MINUTES 00 SECONDS EAST 505.00 FEET;THENCE NORTH 80 DEGREES 51 MINUTES 00 SECONDS WEST 148.90 FEET;THENCE SOUTH 82 DEGREES 36 MINUTES 00 SECONDS WEST 189.00 FEET;THENCE NORTH 63 DEGREES 33 MINUTES 00 SECONDS WEST 118.40 FEET;THENCE SOUTH 63 DEGREES 49 MINUTES 00 SECONDS WEST 388.90 FEET;THENCE SOUTH 69 DEGREES 10 MINUTES 00 SECONDS WEST 301.00 FEET;THENCE SOUTH 70 DEGREES 12 MINUTES 00 SECONDS WEST 145.00 FEET;THENCE SOUTH 44 DEGREES 58 MINUTES 00 SECONDS WEST 299.40 FEET;THENCE SOUTH 68 DEGREES 50 MINUTES 00 SECONDS WEST 242.00 FEET;THENCE SOUTH 60 DEGREES 36 MINUTES 00 SECONDS WEST 194.00 FEET;THENCE SOUTH 25 DEGREES 07 MINUTES 00 SECONDS WEST 82.101(. T;THENCE SOUTH 25 DEGREES 07 MINUTES 00 SECONDS WEST 94.00 FEET;THENCE SOUTH 14 DEGREES 57 MINUTES 00 SECONDS WEST 173.00 FEET;THENCE SOUTH 9 DEGREES 35 MINUTES 00 SECONDS WEST 211.00 FEET;THENCE SOUTH 5 DEGREES 26 MINUTES 00 SECONDS WEST 250.30 FEET; • THENCE SOUTH 9 DEGREES 43 MINUTES 00 SECONDS WEST 179.10 FEET;THENCE SOUTH 35 DEGREES 01 MINUTES 00 SECONDS EAST 104.90 FEET;THENCE SOUTH 31 DEGREES 52 MINUTES 00 SECONDS EAST 214.80 FEET;THENCE SOUTH 31 DEGREES 52 MINUTES 00 SECONDS EAST 562.30 FEET;THENCE NORTH 44 _1_ 123267300.1 L 202408987 • DEGREES 30 MINUTES 02 SECONDS EAST 515.93 FEET TO THE POINT OF BEGINNING,COUNTY OF EAGLE,STATE OF COLORADO. PARCEL NO.2 •A TRACT OR PARCEL OF LAND LOCATED IN THE NORTHEAST QUARTER,SECTION • 36,TOWNSHIP 6 SOUTH,RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN,IN • EAGLE COUNTY,COLORADO,AND SAID TRACT OR PARCEL IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF SECTION 36,TOWNSHIP 6 SOUTH, RANGE 87 WEST FROM WHENCE THE NORTHEAST CORNER OF SECTION 36 BEARS DUE NORTH A DISTANCE OF 1433.514J±T. SAID RIGHT OF WAY EXTENDS FOR 7.5 FEET ON EACH SIDE OF THE CENTER LINE DESCRIBED AS FOLLOWS: THENCE SOUTH 58 DEGREES 40 MINUTES WEST A DISTANCE OF 611.1 FEET; THENCE SOUTH 32 DEGREES 18 MINUTES WEST A DISTANCE OF 564.0 FEET; THENCE SOUTH 74 DEGREES 34 MINUTES WEST A DISTANCE OF 288.0 FEET;• • THENCE SOUTH 82 DEGREES 14 MINUTES WEST A DISTANCE OF 379.0 FEET; THENCE SOUTH 67 DEGREES 20 MINUTES WEST A DISTANCE OF 179:0 FEET; THENCE SOUTH 67 DEGREES 59 MINUTES WEST A DISTANCE OF 484.0 FEET, COUNTY OF EAGLE,STATE OF COLORADO. PARCEL B: • LOTS 3,4,AND 7,HEUSCHKEL RANCH,ACCORDING TO THE AMENDED PLANNED COMMUNITY PLAT FOR HEUSCHKEL RANCH RECORDED MAY 22, 1996 IN BOOK - 695 AT PAGE 174 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY,STATE OF COLORADO AND ACCORDING TO THE DECLARATION OF PROTECTIVE COVENANTS FOR HEUSCHKEL RANCH RECORDED DECEMBER 29, 1995,IN BOOK 684 AT PAGE 850 AND THE FIRST AMENDMENT THERETO RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 175,OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. PARCEL C: LOTS 2 AND 6,HEUSCHKEL RANCH,ACCORDING TO THE AMENDED PLANNED COMMUNITY PLAT FOR HEUSCHKEL RANCH RECORDED MAY 22,1996 IN BOOK 695 AT PAGE 174 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY,STATE OF COLORADO AND ACCORDING TO THE DECLARATION OF PROTECTIVE COVENANTS FOR HEUSCHKEL RANCH RECORDED DECEMBER 29,1995;IN BOOK 684 AT PAGE 850 AND FIRST AMENDMENT THERETO RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 175 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. • 123267300.1 . 202408987 PARCEL D: • • LOTS 1 AND 5,HEUSCHKEL RANCH,ACCORDING TO THE AMENDED PLANNED COMMUNITY PLAT FOR HEUSCHKEL RANCH RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 174 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY,STATE OF COLORADO,AND ACCORDING TO THE DECLARATION OF PROTECTIVE COVENANTS FOR HEUSCHKEL RANCH RECORDED DECEMBER 29,1995,IN BOOK 684 AT PAGE 850 AND THE FIRST AMENDMENT THERETO RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 175 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. PARCEL E: • LOTS 1,4,6 AND 9,SHADIGEE RANCH,ACCORDING TO THE PLANNED COMMUNITY PLAT FOR SHADIGEE RANCH RECORDED DECEMBER 29, 1995,IN BOOK 684 AT PAGE 853 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, • STATE OF COLORADO,AND ACCORDING TO THE DECLARATION OF PROTECTIVE COVENANTS FOR SHADIGEE RANCH,RECORDED DECEMBER 29, 1995,IN BOOK 684 AT PAGE 854 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY,STATE OF COLORADO. PARCEL F: LOTS 2,5,8, 10 AND 12 SHADIGEE RANCH,ACCORDING TO THE PLANNED • COMMUNITY PLAT FOR SHADIGEE RANCH RECORDED DECEMBER 29, 1995,IN BOOK 684 AT PAGE 853 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO,AND ACCORDING TO THE DECLARATION OF PROTECTIVE COVENANTS FOR SHADIGEE RANCH,RECORDED DECEMBER 29, 1995,IN BOOK 684 AT PAGE 854 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY,STATE OF COLORADO. PARCEL G: • • LOTS 3,7 AND 11,SHADIGEE RANCH,ACCORDING TO THE PLANNED COMMUNITY PLAT FOR SHADIGEE RANCH RECORDED DECEMBER 29, 1995,IN BOOK 684 AT PAGE 853 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY,STATE OF • COLORADO,AND ACCORDING TO THE DECLARATION OF PROTECTIVE • COVENANTS FOR SHADIGEE RANCH,RECORDED DECEMBER 29, 1995,IN BOOK 684 AT PAGE 854 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY,STATE OF COLORADO. • PARCEL H: A PARCEL OF LAND SITUATED IN THE SOUTH 1/2 SOUTHWEST 1/4 AND THE SOUTH 1/2 SOUTHEAST 1/4 OF SECTION 35 AND THE WEST 1/2 SOUTHWEST 1/4 OF •SECTION 36,TOWNSHIP 6 SOUTH,RANGE 87 WEST AND IN LOTS 7,8 AND 9 OF SECTION 1,LOTS 1,2,5,6,7,8,9, 10, 11 AND 12 AND THE SOUTH 1/2 NORTHWEST -3- 123267300.1 202408987 • 1/4 OF SECTION 2,LOTS 1 AND THE SOUTH 1/2 NORTHEAST 1/4 OF SECTION 3 LOT 1 OF SECTION 11,TOWNSHIP 7 SOUTH,RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN;COUNTY OF EAGLE,STATE OF COLORADO;SAID PARCEL BEING • MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH QUARTER CORNER OF SECTION 1,THE TRUE POINT OF BEGINNING;THENCE SOUTH 00 DEGREES 01 MINUTES 43 SECONDS EAST ALONG THE EASTERLY LINE OF SAID LOT 7 167992 FEET TO THE NORTH CENTER SIXTEENTH CORNER OF SECTION 1;THENCE NORTH 89 DEGREES 43 MINUTES 29. SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID LOT 7 1323.30 FEET TO THE NORTHWEST SIX iEI.NTH CORNER OF SECTION 1;THENCE SOUTH 00 DEGREES 03 MINUTES 55 SECONDS WEST ALONG THE EASTERLY LINE OF LOT 9 OF SECTION 1 1319.87 FEET TO THE SIXTEENTH CORNER OF SAID SECTION 1; THENCE NORTH 89 DEGREES 43 MINUTES 30 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID LOT 9 1325.46 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 1;THENCE SOUTH 00 DEGREES 09 MINUTES 09 SECONDS WEST ALONG THE EASTERLY LINE OF SECTION 2 2432.95 FEET TO THE SOUTHEAST • CORNER OF SAID SECTION 2;THENCE SOUTH 89 DEGREES 52 MINUTES 29 SECONDS EAST ALONG THE NORTHERLY LINE OF SECTION 11 163.70 FEET TO THE NORTHEAST CORNER OF SAID SECTION 11;THENCE SOUTH 00 DEGREES 19 MINUTES 41 SECONDS WEST ALONG THE EASTERLY LINE OF SAID SECTION 11 211.59 FEET TO THE NORTHWEST CORNER OF-SECTION 12;THENCE CONTINUING • ALONG THE EASTERLY LINE OF SAID SECTION 11 SOUTH 00 DEGREES 06 MINUTES 24 SECONDS WEST 1124.15 FEET TO THE SOUTHEAST CORNER OF LOT 1 OF SAID SECTION 11;LEAVING SAID EASTERLY LINE NORTH 89 DEGREES 45 MINUTES 02 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID LOT 1 1331.54 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1;THENCE NORTH 00 DEGREES 08 MINUTES 15 SECONDS WEST ALONG THE WESTERLY LINE OF SAID LOT 1 1332.87 FEET TO A POINT ON THE SOUTHERLY LINE OF SECTION 2;THENCE NORTH 89 DEGREES 52 MINUTES 29 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 21338.02 FEET TO THE SOUTH QUARTER CORNER OF SECTION 2;THENCE NORTH 01 DEGREES 22 MINUTES 30 SECONDS WEST ALONG THE WESTERLY LINE OF LOT 11 AND LOT 10 OF SAID SECTION 2 2695.99 FEET TO THE CENTER QUARTER CORNER OF SECTION 2;THENCE SOUTH 89 DEGREES 42 MINUTES 30 SECONDS WEST ALONG THE SOUTHERLY LINE OF THE SOUTH 1/2 NORTHWEST 1/4 OF SAID SECTION 2 2609.50 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 2; THENCE NORTH 89 DEGREES 17 MINUTES 34 SECONDS WEST ALONG THE SOUTHERLY LINE OF THE SOUTH 1/2 NORTHEAST 1/4 OF SECTION 3 879.53 FEET TO A POINT ON THE CENTERLINE OF A 60.00 FOOT WIDE ROAD EASEMENT;THENCE LEAVING SAID NORTHERLY LINE THE FOLLOWING TWENTY(20)COURSES ALONG SAID CENTERLINE: 1.NORTH 56 DEGREES 47 MINUTES 59 SECONDS EAST 41.14 FEET 2.ALONG THE ARC OF A CURVE TO THE I PET HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 22 DEGREES 58 MINUTES 12 SECONDS,A DISTANCE -4- • 123267300.1 202408987 • OF 160.36 FEET(CHORD BEARS NORTH 45 DEGREES 18 MINUTES 53 SECONDS EAST 159.29 FEET) 3.NORTH 33 DEGREES 49 MINUTES 47 SECONDS EAST 47.79 FEET 4.ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 300.00 FEET AND A CENTRAL ANGLE OF 13 DEGREES 43 MINUTES 21 SECONDS,A DISTANCE OF 71.85 FEET(CHORD BEARS NORTH 26 DEGREES 58 MINUTES 07 SECONDS EAST 71.68 FEET) 5.NORTH 20 DEGREES 06 MINUTES 26 SECONDS EAST 227.36 FEET 6.ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OP 400.00 FEET AND A CENTRAL ANGLE OF 22 DEGREES 03 MINUTES 38 SECONDS,A DISTANCE OF 154.01 FEET(CHORD BEARS NORTH 31 DEGREES 08 MINUTES 15 SECONDS EAST 153.06 FEET) 7.NORTH 42 DEGREES 10 MINUTES 05 SECONDS EAST 164.97 FEET 8.ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 250.00 FEET AND A CENTRAL ANGLE OF 35 DEGREES 12 MINUTES 11 SECONDS,A DISTANCE OF 153.60 FEET(CHORD BEARS NORTH 59 DEGREES 46 MINUTES 10 SECONDS EAST 151:20 FEET) • 9.NORTH 77 DEGREES 22 MINUTES'16 SECONDS EAST 79.81 FEET 10.ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 150.00 FEET AND A CENTRAL ANGLE OF 83 DEGREES 00 MINUTES 35 SECONDS,A DISTANCE OF 217.32 FEET(CHORD BEARS NORTH 35 DEGREES 51 MINUTES 59 SECONDS EAST 198.80 FEET) • 11.NORTH 05 DEGREES 38 MINUTES 19 SECONDS WEST 119.84 FEET 12.ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 175.00 FEET AND A CENTRAL ANGLE OF 13 DEGREES 17 MINUTES 17 SECONDS,A DISTANCE OF 40.59 FEET(CHORD BEARS NORTH 12 DEGREES 16 MINUTES 57 SECONDS WEST 40.50 FEET) • 13.NORTH 18 DEGREES 55 MINUTES 36 SECONDS WEST 44.21 FEET 14.ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 175.00 FEET AND A CENTRAL ANGLE OF 65 DEGREES 12 MINUTES 07 SECONDS,A DISTANCE OF 199.15 FEET(CHORD BEARS NORTH 13 DEGREES 40 MINUTES 28 SECONDS EAST 188.57 FEET) 15.NORTH 46 DEGREES 16 MINUTES 31 SECONDS EAST 57.71 FEET -5- 123267300.1 202408987 16.ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 250.00 FEET AND A CENTRAL ANGLE OF 34 DEGREES 59 MINUTES 45 SECONDS,A DISTANCE OF 152.70 FEET(CHORD BEARS NORTH 28 DEGREES 46 MINUTES 39 SECONDS EAST. • 150.34 FEET) • 17.NORTH 11 DEGREES 16 MINUTES 46 SECONDS EAST 194.86 FEET • 18.ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 20 DEGREES 06 MINUTES 21 SECONDS,A DISTANCE • OF 140.37 FEET(CHORD BEARS NORTH 01 DEGREES 13 MINUTES 35 SECONDS EAST 139.65 FEET) 19.NORTH 08 DEGREES 49 MINUTES 35 SECONDS WEST 87.70 FEET • 20.ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 36 DEGREES 28 MINUTES 39 SECONDS,A DISTANCE OF 254.66 FEET(CHORD BEARS NORTH 09 DEGREES 24 MINUTES 44 SECONDS EAST 250.38 FEET);THENCE LEAVING SAID CENTERLINE SOUTH 85 DEGREES 35 MINUTES 38 SECONDS EAST 94.35 FEET;THENCE NORTH 66 DEGREES 07 MINUTES 38 SECONDS EAST 227.00 FEET;THENCE NORTH 85 DEGREES 02 MINUTES 30 SECONDS EAST 131.30 FEET;THENCE SOUTH 82 DEGREES 13 MINUTES 26 SECONDS EAST 270.43 FEET;THENCE SOUTH 74 DEGREES 37 MINUTES 03 SECONDS EAST 78.14 FEET;THENCE NORTH 81 DEGREES 15 MINUTES 26 SECONDS EAST 91.21 FEET;THENCE NORTH 57 DEGREES 47 MINUTES 20 SECONDS EAST 198.44 FEET;THENCE NORTH 46 DEGREES 13 MINUTES 49 SECONDS EAST 44.23 • FEET;THENCE NORTH 75 DEGREES 08 MINUTES 04 SECONDS EAST 86.53 FEET; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST 1644.84 FEET TO THE SOUTHWEST SIXTEENTH CORNER OF SAID SECTION 35;THENCE SOUTH 44 DEGREES 39 MINUTES 05 SECONDS EAST 2419.23 FEET;THENCE SOUTH 76 DEGREES 28 MINUTES 51 SECONDS EAST 1047.77 FEET;THENCE NORTH 49 DEGREES 35 MINUTES 18 SECONDS EAST.3345.15 FEET TO A POINT ON THE EASTERLY LINE OF THE WEST 1/2 SOUTHWEST 1/4 OF SAID SECTION 36;THENCE SOUTH 00 DEGREES 14 MINUTES 57 SECONDS WEST ALONG THE EASTERLY LINE OF THE WEST 1/2 SOUTHWEST 1/4 OF SAID SECTION 36 1511.88 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 36 AND SECTION 1;THENCE SOUTH 89 DEGREES 48 MINUTES 16 SECONDS EAST ALONG THE NORTHERLY LINE OF LOT 7 OF SECTION 1 1320.54 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION OF SUBJECT PROPERTY CONVEYED IN DEED RECORDED MAY 22, 1996,IN BOOK 695 AT PAGE 178. PARCEL I: A PARCEL OF LAND SITUATED IN THE SOUTHWEST 1/4 NORTHEAST 1/4,SOUTH 1/2 •NORTHWEST 1/4,SOUTHWEST 1/4,AND THE NORTHWEST 1/4 SOUTHEAST 1/4 • SECTION OF 25,THE SOUTH 1/2 NORTHEAST 1/4,THE SOUTHEAST 1/4 NORTHWEST • -6- 123267300.1 202408987 • 1/4,THE EAST 1/2 SOUTHWEST 1/4 OF SECTION 26,THE NORTHEAST 1/4 • NORTHWEST 1/4,SOUTH 1/2 SOUTHWEST 1/4 AND THE EAST 1/2 OF SECTION 35 AND THE WEST 1/2 NORTHWEST 1/4 AND THE WEST 1/2 SOUTHWEST 1/4 OF SECTION 36,TOWNSHIP 6 SOUTH,RANGE 87 WEST AND LOTS 5 AND 6 OF SECTION 2,TOWNSHIP 7 SOUTH,RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE,STATE OF COLORADO; SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 25;THENCE NORTH 00 DEGREES 22 MINUTES 46 SECONDS EAST ALONG THE WESTERLY LINE OF SAID SECTION 25 1280.81 FEET TO THE NORTH SIXTEENTH CORNER OF SAID SECTION 25 AND SECTION 26,THE TRUE POINT OF BEGINNING;THENCE SOUTH 89 DEGREES 59 MINUTES 06 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTH 1/2 NORTHWEST 1/4 OF SAID SECONDS 25 2639.94 FEET TO THE NORTH- CENTER SIXTEENTH CORNER OF SAID SECTION 25;THENCE SOUTH 89 DEGREES 59 MINUTES 40 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTHWEST 1/4 NORTHEAST 1/4 OF SAID SECTION 25 1317.46 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 25;THENCE SOUTH 00 DEGREES 08 MINUTES 29 SECONDS WEST ALONG THE EASTERLY LINE OF SAID SOUTHWEST 1/4 NORTHEAST 1/4 1322.43 FEET TO THE EAST-CENTER SIXTEENTH CORNER OF SAID SECTION 25;THENCE SOUTH 00 DEGREES 09 MINUTES 36 SECONDS WEST ALONG THE EASTERLY LINE OF THE NORTHWEST 1/4 SOUTHEAST 1/4 OF SAID SECTION 25 1323.60 FEET TO THE SOUTHEAST SIXTEENTH CORNER OF SAID SECTION 25;THENCE NORTH 89 DEGREES 59 MINUTES 28 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID NORTHWEST 1/4 SOUTHEAST 1/4 1317.46 FEET TO THE SOUTH-CENTER SIXTEENTH CORNER OF SAID SECTION 25;THENCE SOUTH 00 DEGREES 09 MINUTES 40 SECONDS WEST ALONG THE NORTH-SOUTH CENTERLINE OF SAID SECTION 25 1323.18 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 25;THENCE NORTH 89 DEGREES • 55 MINUTES 06 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 25 1318.87 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 25 AND SECTION 36;THENCE SOUTH 00 DEGREES 14 MINUTES 57 SECONDS WEST ALONG THE EASTERLY LINE OF THE WEST 1/2 NORTHWEST 1/4 OF SAID.SECTION 36 2642.92 FEET TO THE WEST-CENTER SIXTEENTH CORNER OF SAID SECTION 36;THENCE SOUTH 00 DEGREES 14 MINUTES 57 SECONDS WEST ALONG THE EASTERLY LINE OF THE WEST 1/2 SOUTHWEST 1/4 OF SAID SECTION 36 1133.54 FEET;THENCE LEAVING SAID EASTERLY LINE SOUTH 49 DEGREES 35 MINUTES 18 SECONDS WEST 3345.15 FEET;THENCE NORTH 76 DEGREES 28 MINUTES 51 SECONDS WEST 1047.77 FEET;THENCE NORTH 44 DEGREES 39 MINUTES 05 SECONDS WEST 2419.23 FEET TO THE SOUTHWEST SIXTEENTH CORNER OF SECTION 35;THENCE SOUTH 89 DEGREES 53 MINUTES 17 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTH 1/2 SOUTHWEST 1/4 OF SECTION 35 1292.44 FEET TO THE SOUTH-CENTER SIXTEENTH CORNER OF SAID SECTION 35;THENCE NORTH 00 DEGREES 40 MINUTES 36 SECONDS EAST ALONG THE NORTH-SOUTH CENTERLINE OF SAID SECTION 35 1349.76 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 35; -7- 123267300.1 202408987 THENCE CONTINUING ALONG SAID NORTH-SOUTH CENTERLINE NORTH 00 DEGREES 40 MINUTES 36 SECONDS EAST 1322.90 FEET TO THE NORTH-CENTER SIXTEENTH CORNER OF SAID SECTION 35;THENCE NORTH 89 DEGREES 50 MINUTES 40 SECONDS WEST ALONG THE SOUTHERLY LINE OF THE NORTHEAST 1/4 NORTHWEST 1/4 OF SAID SECTION 35 1304.50 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 35;THENCE NORTH 00 DEGREES 25 MINUTES 42 SECONDS EAST ALONG THE WESTERLY LINE OF SAID NORTHEAST 1/4 NORTHWEST 1/4 1321.94 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 35 AND SECTION 26;THENCE NORTH 00 DEGREES 14 MINUTES 09 SECONDS EAST ALONG THE WESTERLY LINE OF THE EAST 1/2 SOUTHWEST 1/4 OF SAID SECTION 26 2644.46 FEET TO THE WEST-CENTER SIXTEENTH CORNER OF.SAID SECTION 26; THENCE NORTH 00 DEGREES 14 MINUTES 32 SECONDS EAST ALONG THE WESTERLY LINE OF THE SOUTHEAST 1/4 NORTHWEST 1/4 OF SAID SECTION 26 1324.66 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 26; THENCE SOUTH 89 DEGREES 43 MINUTES 16 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID SOUTHEAST 1/4 NORTHWEST 1/4 1310.01 FEET TO THE NORTH-CENTER SIXTEENTH CORNER OF SAID SECTION 26;THENCE SOUTH 89 DEGREES 45 MINUTES 22 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTH 1/2 NORTHEAST 1/4 OF SAID SECTION 26 2616.15 FEET TO THE TRUE POINT OF BEGINNING. PARCEL I: LOT 1,SECTION 11,TOWNSHIP 7 SOUTH,RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN,COUNTY OF EAGLE,STATE OF COLORADO. PARCEL K: THE SOUTHEAST 1/4 NORTHWEST 1/4,EAST 1/2 SOUTHWEST 1/4'AND SOUTH 1/2 SOUTHEAST 1/4 OF SECTION 23,THE SOUTH 1/2 SOUTH 1/2 OF SECTION 24,THE NORTH 1/2 NORTH 1/2 OF SECTION 25 AND THE NORTH 1/2 NORTHEAST 1/4 AND NORTHEAST 1/4 NORTHWEST 1/4 OF SECTION 26,ALL IN TOWNSHIP 6 SOUTH, RANGE 87 WEST OF THE 6TH P.M.,COUNTY OF EAGLE,STATE OF COLORADO. EXCEPTING THEREFROM ANY PORTION OF SUBJECT PROPERTY CONTAINED WITHIN THE BOUNDARIES OF VON SPRINGS RESERVOIR. PARCEL L: • • TOWNSHIP 6 SOUTH,RANGE 87 WEST OF THE 6TH P.M. SECTION 36:EAST 1/2 SOUTHWEST 1/4,SOUTHEAST 1/4 NORTHWEST 1/4,NORTH 1/2 SOUTHWEST 1/4 NORTHEAST 1/4,SOUTHWEST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4,NORTH 1/2 NORTHEAST 1/4 NORTHEAST 1/4,SOUTHWEST 1/4 NORTHEAST 1/4 NORTHEAST 1/4 • -8- 123267300.1 202408987 • ALSO THOSE PORTIONS OF THE SOUTHEAST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4 AND THE NORTHWEST 1/4 SOUTHEAST 1/4 NORTHEAST 1/4 LYING NORTHWESTERLY OF A LINE WHICH COMMENCES AT THE SOUTHWEST CORNER • OF THE SOUTHEAST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4 AND EXTENDS NORTHEASTERLY TO THE NORTHEAST CORNER OF THE NORTHWEST 1/4 SOUTHEAST 1/4 NORTHEAST 1/4; . ALSO THAT PORTION OF THE SOUTHEAST 1/4 NORTHEAST 1/4 NORTHEAST 1/4 LYING NORTHERLY OF A LINE WHICH COMMENCES AT A POINT ON THE WESTERLY BOUNDARY OF THE SOUTHEAST 1/4 NORTHEAST 1/4 NORTHEAST 1/4 185 FEET NORTHERLY OF THE SOUTHWEST CORNER THEREOF,THENCE NORTHEASTERLY TO A POINT ON THE EASTERLY BOUNDARY THEREOF 845 FEET . SOUTHERLY OF THE NORTHEAST CORNER OF THE SAID NORTHEAST 1/4 NORTHEAST 1/4. EXCEPTING THAT PORTION OF THE ABOVE DESCRIBED PROPERTY ACQUIRED BY JOHN A.MCNULTY IN CONNECTION WITH THE POLARIS RESERVOIR,AS PARTICULARLY DESCRIBED IN A JUDGMENT AND DECREE DATED NOVEMBER 14, 1945 AND RECORDED IN BOOK 132 AT PAGE 255 AND AS DESCRIBED IN THE LIS PENDENS RECORDED NOVEMBER 4, 1994 IN BOOK 654 AT PAGE 318,OF THE EAGLE COUNTY RECORDS,COUNTY OF EAGLE,STATE OF COLORADO. • PARCEL M: THE FOLLOWING PARCELS LOCATED IN SECTION 36,TOWNSHIP 6 SOUTH,RANGE • '87 WEST,6TH P.M.,COUNTY OF EAGLE,STATE OF COLORADO: WEST ONE-HALF SOUTHEAST ONE-QUARTER,(W1/2SE1/4),SOUTH ONE-HALF SOUTHEAST ONE-QUARTER NORTHEAST ONE-QUARTER(S1/2SE1/4NE1/4),AND THE NORTHEAST ONE-QUARTER SOUTHEAST ONE-QUARTER NORTHEAST ONE- QUARTER(NE1/4SE1/4NE1/4),AND THOSE PORTIONS OF THE SE1/4SW1/4NE1/4 AND NW1/4SE1/4NE1/4 SOUTHEASTERLY OF A LINE WHICH COMMENCES AT THE SW 1/4 CORNER OF THE " SE1/4SW1/4NE1/4 AND EXTENDS NORTHEASTERLY TO THE NE1/4 CORNER OF THE • NW1/4SE1/4NE1/4 AND • • THAT PORTION OF SE1/4NE1/4NE1/4 SOUTHERLY OF A LINE WHICH COMMENCES AT A POINT ON THE WESTERLY BOUNDARY OF SE1/4NE1/4NE1/4 1851 k k T NORTHERLY OF SW1/4 CORNER THEREOF;THENCE NORTHEASTERLY TO A POINT ON THE EASTERLY BOUNDARY THEREOF 845 FEET SOUTHERLY OF THE NE1/4 CORNER OF NE1/4NE1/4,COUNTY OF EAGLE,STATE OF COLORADO. EXCEPTING FROM THE ABOVE DESCRIBED LANDS THOSE CERTAIN PORTIONS THEREOF ACQUIRED BY JOHN A.MCNULTY FOR USE IN CONNECTION WITH THE • POLARIS RESERVOIR,INCLUDING,BUT WITHOUT LIMITATION,DITCH AND -9_ • 123267300.1 202408987 • • RIGHTS-OF-WAY AND EASEMENTS,ALL AS MORE PARTICULARLY DESCRIBED BY • DECREE RECORDED IN THE OFFICE OF THE CLERK AND RECORDER OF EAGLE COUNTY,COLORADO,RECORDED APRIL 9, 1946 IN BOOK 132 AT PAGE 255 AND RECORDED JUNE 27, 1966 IN BOOK 197 AT PAGE 247. PARCEL N: THE EAST HALF OF THE SOUTHWEST QUARTER,THE SOUTH HALF OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER OF SECTION 1,TOWNSHIP 7 SOUTH,RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN,COUNTY OF EAGLE,STATE OF COLORADO. PARCEL 0: THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 36,TOWNSHIP 6 . SOUTH,AND THE LOTS 5,6, 10 AND 11,•AND THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 1,TOWNSHIP 7 SOUTH,ALL IN RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN,COUNTY OF EAGLE,STATE OF COLORADO. PARCEL.P: A NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCELS H AND I,FOR THE CONVEYANCE AND STORAGE OF IRRIGATION AND RESERVIOIR WATER,AS SET • FORTH AND GRANTED IN EASEMENT AGREEMENT RECORDED.DECEMBER 24, • 1996 UNDER RECEPTION NO.610563. PARCEL Q: . A NON-EXCLUSIVE EASEMENT FOR AGRICULTURAL,IRRIGATION OR LIVESTOCK WATERING SYSTEM FACILITIES AS SET FORTH AND GRANTED IN AGRICULTURAL • IRRIGATION AND LIVESTOCK WATERING.SYSTEM EASEMENT RECORDED JUNE 18, 1997 IN BOOK 729 AT PAGE 827. . QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED OCTOBER 22,2018 UNDER RECEPTION NO.201818061. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED AUGUST 24,2021 UNDER RECEPTION NO.202119417. PARCEL R: A NON-EXCLUSIVE EASEMENT FOR AGRICULTURAL IRRIGATION OR LIVESTOCK WATERING SYSTEM FACILITIES,AS SET FORTH AND"GRANTED IN AGRICULTURE • IRRIGATION AND LIVESTOCK WATERING SYSTEM EASEMENT RECORDED AUGUST 25,2008 UNDER RECEPTION NO.200817945. -10- 123267300.1 • 202408987 • QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED OCTOBER 22,2018 UNDER RECEPTION NO.201818061. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED . AUGUST 24,2021 UNDER RECEPTION NO.202119417. PARCEL S: • A NON-EXCLUSIVE EASEMENT FOR AGRICULTURAL IRRIGATION OR LIVESTOCK WATERING SYSTEM FACILITIES,AS SET FORTH AND GRANTED IN AGRICULTURE IRRIGATION AND LIVESTOCK WATERING SYSTEM EASEMENT RECORDED AUGUST 25,2008 UNDER RECEPTION NO.200817946. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED OCTOBER 22,2018 UNDER RECEPTION NO.201818061. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED AUGUST 24,2021 UNDER RECEPTION NO.202119417. • NOTE:PARCELS A,B,C,D,E,F,G,H,I,J,K,L,M,N AND 0 ARE ALSO DESCRIBED AS FOLLOWS: THREE MEADOWS RANCH • • PROPERTY DESCRIPTION(AS SURVEYED) PARCEL A A PARCEL OF LAND SITUATED IN THE SE1/4NW1/4,E1/2SW1/4 AND THE S1/2SE1/4 OF SECTION 23,THE S1/2SW1/4 AND THE S1/2SE1/4 OF SECTION 24,THE N1/2NE1/4, SW1/4NE1/4,NW 1/4SE1/4 AND THE W1/4 OF SECTION 25,THE E1/2,THE E1/2NW 1/4, THE SW1/4NW1/4 AND THE'SWI/4 OF SECTION 26,ALL THAT PART OF SECTION 27 LYING EASTERLY OF COTTONWOOD PASS ROAD AND SOUTHERLY OF COULTER CREEK RANCHES,AS AMENDED;THE E1/2,NE1/4NW1/4 AND THE S1/2SW 1/4 OF • SECTION 35 AND SECTION 36,TOWNSHIP 6 SOUTH,RANGE 87 WEST OF THE 6TH PRINCIPAL MERIDIAN,AND SECTION 1,THE E1/2 AND THE NW1/4 OF SECTION 2, GOV'T LOT 1,THE S1/2NE1/4 AND THE E1/2SE1/4 AND THE SW1/4SE1/4 OF SECTION 3,GOV'T.LOTS 1,8,9 AND 10 OF SECTION 9,GOV'T LOT 1 AND THE NW1/4NE1/4 AND THE NW1/4 OF SECTION 10 AND GOV'T LOT 1 OF SECTION 11,TOWNSHIP 7 SOUTH RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN,COUNTY OF EAGLE, STATE OF COLORADO;SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25,A GLO.BRASS CAP IN PLACE,THE POINT OF BEGINNING;.THENCE S00°08'08"W ALONG THE EASTERLY BOUNDARY OF SAID SECTION 25 A DISTANCE OF 1321.63 FEET TO THE NORTH SIXTEENTH OF SECTION 25,A 3-1/4"ALUMINUM CAP L.S.#13933 FOUND IN -11 - 12326'7300.1 • • 202408987 • PLACE;THENCE LEAVING SAID EASTERLY BOUNDARY N89°58'24"W ALONG THE SOUTHERLY LINE OF THE N1/2NE1/4 OF SECTION 25 A DISTANCE OF 1317.54 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 25,A 3-1/4" ALUMINUM CAP L.S.#13933 FOUND IN PLACE;THENCE S00°08'29"W ALONG THE EASTERLY LINE OF SAID SW1/4NE1/4 A DISTANCE OF 1322.43 FEET TO THE CENTER-EAST SIXTEENTH CORNER OF SAID SECTION 25,A 3-1/4"ALUMINUM CAP . L.S.#19598 FOUND IN PLACE;THENCE S00°09'36"W ALONG THE EASTERLY LINE OF THE NW1/4SE1/4 OF SAID SECTION 25 A DISTANCE OF 1323.60 FEET TO THE SOUTHEAST SIXTEENTH CORNER OF SAID SECTION 25,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N89°59'28"W ALONG THE SOUTHERLY LINE OF SAID NW 1/4SE1/4 A DISTANCE OF 1317.46 FEET TO THE CENTER-SOUTH SIXTEENTH CORNER OF SAID SECTION 25;THENCE SOO°09'40"W ALONG THE NORTH-SOUTH CENTERLINE OF SAID SECTION 25 A DISTANCE OF 1323.18 FEET TO THE SOUTH QUARI'hR CORNER OF SAID SECTION 25,A LAVA ROCK FOUND IN PLACE;THENCE N89°55'06"W ALONG THE SOUTHERLY LINE OF SAID SECTION 25 A DISTANCE OF 1318.87 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 25 AND SECTION 36,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE SOO°14'57"W ALONG THE EASTERLY LINE OF THE W 1/2NW 1/4 OF SAID SECTION 36 A DISTANCE OF 1321.46 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 36,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S89°55'01"E ALONG THE SOUTHERLY LINE OF THE NE1/4NW1/4 A DISTANCE OF 1319.29 FEET TO THE CENTER-NORTH SIXTEENTH CORNER OF SAID SECTION.36,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S89°56'40"E ALONG THE SOUTHERLY LINE OF THE NW1/4NE1/4 A DISTANCE OF 1317.52 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 36,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N00°13'46"E ALONG THE EASTERLY LINE OF THE NW1/4NE1/4 A DISTANCE OF 1322.15 FEET TO THE EAST.SIXTEENTH CORNER OF SECTION 25 AND SECTION 36,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S89°58'23"E ALONG THE SOUTHERLY LINE OF SECTION 25 A DISTANCE OF 1317.48 FEET TO THE NORTHEAST CORNER OF SAID SECTION 36,A . GLO BRASS CAP FOUND IN PLACE;THENCE S00°13'40"W ALONG THE EASTERLY LINE OF SECTION 36 A DISTANCE OF 2645.63 FEET TO THE EAST QUARTER CORNER OF SAID SECTION 36,A GLO BRASS CAP FOUND IN PLACE;THENCE CONTINUING ALONG SAID EASTERLY LINE S00°02'00"W A DISTANCE OF 2653.63 FEET TO THE SOUTHEAST CORNER OF SAID SECTION 36,A GLO BRASS.CAP FOUND IN PLACE;THENCE SOO°03'37"W ALONG THE EASTERLY LINE OF SECTION 1 A DISTANCE OF 3002.36 FEET TO THE EAST QUARTER CORNER OF SAID SECTION 1, A GLO BRASS CAP FOUND IN PLACE;THENCE CONTINUING ALONG SAID EASTERLY LINE S00°00'08"E A DISTANCE OF 2636.88 FEET TO THE SOUTHEAST CORNER OF SAID SECTION 1,A GLO BRASS CAP FOUND IN PLACE;THENCE N89°49'13"W ALONG THE SOUTHERLY LINE OF SAID SECTION 1 A DISTANCE OF 2638.38 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 1,A GLO BRASS CAP FOUND IN PLACE;THENCE CONTINUING ALONG SAID SOUTHERLY LINE • N89°48'14"W A DISTANCE OF 2496.21 FEET TO THE NORTHWEST CORNER OF SECTION 12,A GLO BRASS CAP FOUND IN PLACE;THENCE SOO°06'24"W ALONG -12 • - 123267300.1 202408987 • THE EASTERLY LINE OF SECTION 11 A DISTANCE OF 1124.15 FEET TO THE • SOUTHEAST CORNER OF GOV'T LOT 1 OF SAID SECTION 11,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND INPLACE;THENCE N89°45'02"W ALONG THE SOUTHERLY LINE OF SAID GOV'T LOT 1_A DISTANCE OF 1331.54 FEET TO THE SOUTHWEST CORNER OF SAID GOVT LOT 1,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE NOO°08'15"W ALONG THE WESTERLY LINE OF GOV'T LOT 1 A DISTANCE OF 1332.87 FEET TO THE NORTHWEST CORNER OF GOVT LOT 1 OF SAID SECTION 11,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N89°52'29"W ALONG THE SOUTHERLY LINE OF SECTION 2 A DISTANCE OF 1338.02 FEET TO THE NORTH QUARTER CORNER OF SECTION 11,A GLO BRASS CAP FOUND IN PLACE;THENCE N01°22'30'W ALONG THE WESTERLY LINE OF GOVT LOT 11 AND GOV'T LOT 10 OF SAID SECTION 2 A DISTANCE OF 2695.99 FEET TO THE CENTER QUARTER CORNER OF SECTION 2,A 3-1/4"ALUMINUM CAP L.S. #19598 FOUND IN PLACE;THENCE S8.9°42'30"W ALONG THE SOUTHERLY LINE OF THE S 1/2NW 1/4 OF SAID SECTION 2 A DISTANCE OF 2609.50 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 2,A GLO BRASS CAP FOUND IN PLACE; THENCE N89°17'34"W ALONG THE NORTHERLY LINE OF THE NEI/4SE1/4 OF SECTION 3 A DISTANCE OF 717.29 FEET TO A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE LEAVING SAID NORTHERLY LINE SOO°28'39"W A DISTANCE OF 621.69 FEET TO A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE • • • S20°28'26"W A DISTANCE OF 650.14 FEET TO A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE S40°34'07"W A DISTANCE OF 530.63 FEET TO A POINT ON THE WESTERLY LINE OF THE SE1/4SE1/4 OF SAID SECTION 3,AREBAR AND CAP L.S. #19598 FOUND IN PLACE;THENCE S00°44'17"E ALONG SAID WESTERLY LINE A DISTANCE OF 1040.31 FEET TO THE EAST SIXTEENTH CORNER OF SECTION 3 AND . SECTION 10,A 3-1/4"ALUMINUM CAP L.S,#19598 FOUND IN PLACE;THENCE • S00°45'11"W ALONG THE EASTERLY LINE OF THE NW I/4NE1/4 OF SECTION 10 A DISTANCE OF 1323.75 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 10,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE' N89°33'12"W ALONG THE SOUTHERLY LINE OF SAID NW1/4NE1/4 A DISTANCE OF 1292.38-FEET TO THE NORTH CENTER SIXTEENTH CORNER OF SECTION 10,A 3-1/4" • ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S00°23'27"E ALONG THE EASTERLY LINE OF THE NW1/4.OF SECTION 10 A DISTANCE OF 1322.26 FEET TO THE CENTER'QUARTER CORNER OF SAID SECTION 10,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N89°28'49"W ALONG THE SOUTHERLY LINE • OF THE SAID NW1/4 A DISTANCE OF 1315.98 FEET TO THE WEST-CENTER SIXTEENTH CORNER OF SECTION 10,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S00°57'06"E ALONG THE EASTERLY LINE OF GOVT LOT 1 OF SECTION 10 A DISTANCE OF 252.02 FEET TO A POINT ON THE NORTHERLY RIGHT- OF-WAY LINE OF COUNTY ROAD NO. 13,A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE THE FOLLOWING FIFTEEN COURSES ALONG THE NORTHERLY • RIGHT-OF-WAY OF SAID COUNTY ROAD:THENCE S88°24'37"W A DISTANCE OF 100.81 FEET A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 276.46 FEET AND A CENTRAL ANGLE OF 14°05'41"A DISTANCE OF 68.01 FEET(CHORD BEARS • -13- • 123267300.1 202408987 . • • N84°32'32"W A DISTANCE OP 67.84 FEET)A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE N77°29'42"W A DISTANCE OF 73.71 FEET A REBAR AND CAP L.S. #19598 SET IN PLACE;THENCE ALONG THE ARC OF A CURVE TO THE LEFT • HAVING A RADIUS OF 550.56 FEET AND A CENTRAL ANGLE OF 31°16'16"A DISTANCE OF 300.49 FEET(CHORD BEARS$86°52'10"W A DISTANCE OF 296.77 FEET)A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE S71°14'03"W A DISTANCE OF 271.37 FEET A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE , ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 265.58 FEET AND A CENTRAL ANGLE OF 24°14'34"A DISTANCE OF 112.37 FEET(CHORD BEARS S83°21'20"W A DISTANCE OF 111.53 FEET)A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE N84°31'23"W A DISTANCE OF 74.32 FEET A REBAR AND CAP L.S. #19598 SET IN PLACE THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 264.90 FEET AND A CENTRAL ANGLE OF 28°29'34"A DISTANCE OF 131.74 FEET(CHORD BEARS N70°16'36"W A DISTANCE OF 130.38 FEET)A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE N56°01'49"W A • DISTANCE OF 125.98 PEET.A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 820.54 FEET AND A CENTRAL ANGLE OF 08°56'12"A DISTANCE OF 127.99 FEET(CHORD BEARS . N60°29'55"W A DISTANCE OF 127.86 FEET)A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE N64°58'02"W A DISTANCE OF 104.05 FEET A REBAR AND CAP L.S. • #19598 SET IN PLACE;THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 427.07 FEET AND A CENTRAL ANGLE OF 18°56'44"A DISTANCE OF 141.22 FEET(CHORD BEARS N55°29'40"W A DISTANCE OF 140.57 FEET)A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE N46°01'18"W A DISTANCE OF 102.29 I'EET A REBAR AND CAP L.S.#19598 SET IN PLACE;THENCE • ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF\136.67 FEET AND A CENTRAL ANGLE OF 43°41'06"A DISTANCE OF 104.20 FEET(CHORD BEARS N67°51'S 1"W A DISTANCE OF 101.70 FEET)A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE N89°42'24"W A DISTANCE OF 56.79 FEET TO A POINT ON THE WESTERLY LINE OF GOV'T LOT 8 OF SECTION 9 A REBAR AND CAP L.S.#19598 • FOUND IN PLACE;THENCE LEAVING SAID NORTHERLY RIGHT-OF-WAY LINE N00°09'25"E ALONG THE WESTERLY LINE OF SAID GOV'T LOT 8 A DISTANCE OF 194.24 FEET TO AN ANGLE POINT ON THE SOUTHERLY BOUNDARY OF GOV'T LOT 8,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE CONTINUING ALONG SAID GOV'T LOT LINE N89°50'35"W A DISTANCE OF 578.10 FEET TO A POINT ON THE SOUTHERLY BANK OF CATTLE CREEK A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE THE FOLLOWING SEVEN COURSES:THENCE • N66°03'26"W A DISTANCE OF 177.89 FEET A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE S89°57'17"W A DISTANCE OF 85.25 FEET A REBAR AND CAP L.S. #19598 FOUND•IN PLACE(WITNESSED N51°13'28"W.18.00 FEET);THENCE N51°13128"W A DISTANCE OF 102.9-5 FEET A REBAR AND CAP L.S.#19598 FOUND IN . PLACE;THENCE N13°23'24"W A DISTANCE OF 67.29 FEET A REBAR AND CAP L.S. #19598 FOUND IN PLACE;THENCE N66°08'16"W A DISTANCE OF 119.42 FEET A REBAR AND CAP L.S.#19598 FOUND IN PLACE(WITNESSED N51°34'53"W 15.00 , FEET);THENCE N51°34'53"W A DISTANCE OF 104.74 FEET A REBAR AND CAP L.S. -14- 123267300.1 • 202408987 • • #19598 FOUND IN PLACE(WITNESSED S51°34'53"E 30.00 FEET);THENCE N34°14'53"W A DISTANCE OF 91.10 FEET A REBAR AND CAP L:S.#19598 FOUND IN PLACE (WITNESSED S34°14'53"E 15.00 FEET);THENCE N81°34'3L"W A DISTANCE OF 156.24 FEET TO A POINT ON THE WESTERLY LINE OF GOV'T LOT 8 OF SECTION 9,A REBAR AND CAP.L.S.#19598 FOUND IN PLACE;THENCE NOO°09'25"E ALONG THE WESTERLY LINE OF SAID GOV'T LOT 8 AND GOVT LOT 1 A DISTANCE OF 908.38 FEET TO THE SOUTHWEST CORNER OF GOV'T LOT 2 OF SAID SECTION 9,A 3-1/4" ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S89°50'35"E ALONG THE SOUTHERLY LINE OF SAID GOVT LOT 2 A DISTANCE OF 1320.00 FEET TO THE • SOUTHEAST CORNER OF SAID GOV'T LOT 2,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE NOO°09'25"E ALONG.THE EASTERLY LINE OF SAID • GOV'T LOT 2 A DISTANCE OF 1108.07 FEET TO THE NORTHWEST CORNER OF GOVT LOT 1 OF SAID SECTION 9,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE; THENCE S88°39'47"E ALONG THE NORTHERLY LINE GOVT LOT 1 OF SAID SECTION 9 A DISTANCE OF 354.72 FEET TO THE NORTHWEST CORNER OF SECTION 10,A LAVA STONE FOUND IN.PLACE;THENCE S88°55'22"E ALONG THE NORTHERLY LINE OF SAID SECTION 10 A DISTANCE OF 2683.89 FEET TO THE NORTH QUARTER CORNER OF SAID SECTION 10,A LAVA STONE FOUND IN PLACE;THENCE NOO°40'43"W ALONG THE WESTERLY LINE OF THE SW 1/4SE1/4 OF SECTION 3 A • DISTANCE OF 1344.60 FEET TO THE CENTER-SOUTH SIXTEENTH CORNER OF SAID SECTION 3,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S89°27'29"E ALONG THE NORTHERLY LINE OF SAID SW1/4SE1/4 A DISTANCE OF 1217.44 FEET TO THE SOUTHEAST SIXTEENTH OF SAID SECTION 3,A 3-1/4" ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N 00°44'17"W ALONG THE WESTERLY LINE OF THE N1L/4SE1/4 OF SAID SECTION 3 A DISTANCE OF 1341.12 FEET TO THE CENTER-EAST SIXTEENTH CORNER OF SAID SECTION 3,A 3-1/4" ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S89°17'34"E ALONG THE NORTHERLY LINE OF SAID NE1/4SE1/4 A DISTANCE OF 536.67 FEET TO A POINT IN THE CENTERLINE OF UPPER GRANGE ROAD,AS DEFINED IN BOOK 661 AT PAGE 291 OF THE EAGLE COUNTY CLERK AND RECORDER'S OFFICE;THENCE LEAVING SAID NORTHERLY LINE N56°47'59"E ALONG SAID CENTERLINE A DISTANCE OF 41.14 FEET;THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE • OF 22°58'12"AND AN ARC LENGTH OF 160.36 FEET,(CHORD BEARS N45°18'53"E A • DISTANCE OF 159.29 FEET);THENCE CONTINUING ALONG SAID CENTERLINE N33°49'47"E A DISTANCE OF 47.79 FEET;THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 300.00 FEET AND A CENTRAL ANGLE OF 13°43'21"AND AN ARC LENGTH OF 71.85 FEET,(CHORD BEARS N26°58'07"E A DISTANCE OF 71.68 FEET);THENCE CONTINUING ALONG SAID CENTERLINE N20°06'26"E A DISTANCE OF 227.36 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE • TO THE RIGHT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 22°03'38"AND AN ARC LENGTH OF 154.01 I.hhT,_(CHORD BEARS N31°08'15"E A DISTANCE OF 153.06 FEET);THENCE CONTINUING ALONG SAID CENTERLINE N42°10'05"E A DISTANCE OF 164.97 FEET;THENCE CONTINUING ALONG SAID -15- • 123267300.1 202408987 • • CENTERLINE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 250.00 FEET AND A CENTRAL ANGLE OF 35°12'11"AND AN ARC LENGTH OF 153.60 FEET,(CHORD BEARS N59°46'10"E A DISTANCE OF 151.20 FEET);THENCE CONTINUING ALONG SAID CENTERLINE N77°22'16"E A DISTANCE OF 79.81 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 150.00 FEET AND A CENTRAL ANGLE OF 83°00'35"AND AN ARC LENGTH OF 217.32 FEET,(CHORD BEARS N35°51'59"E A • DISTANCE OF 198.80 FEET);THENCE CONTINUING ALONG SAID CENTERLINE N05°38'19"W A DISTANCE OF 119.84 FEET;THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 175.00 FEET AND A CENTRAL ANGLE OF 13°17'17"AND AN ARC LENGTH OF 40.59 FEET,(CHORD BEARS N12°16'57"W A DISTANCE OF 40.50 FEET);THENCE CONTINUING ALONG SAID CENTERLINE N18°55'36"W A DISTANCE OF 44.21 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 175.00 FEET AND A CENTRAL-ANGLE OF 65°12'07"AND AN ARC LENGTH OF 199.15 FEET,(CHORD BEARS N13°40'28"E A DISTANCE OF 188.57 FEET);THENCE CONTINUING ALONG SAID CENTERLINE N46°16'31"E A DISTANCE OF 57.71 FEET;THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 250.00 FEET AND A CENTRAL ANGLE OF 34°59'45"AND AN ARC LENGTH OF 152.70 FEET;(CHORD BEARS N28°46'39"E A DISTANCE OF 150.34 FEET);THENCE CONTINUING ALONG SAID CENTERLINE Ni1°16'46"E A DISTANCE OF 194.86 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 20°06'21"AND AN ARC LENGTH OF 140.37 FEET,(CHORD BEARS N01°13'35"E A DISTANCE OF 139.65 FEET);THENCE CONTINUING ALONG SAID-CENTERLINE N08°49'35"W A DISTANCE OF 87.70 FEET;THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF • 36°28'39"AND AN ARC LENGTH OF 254.66 FEET,(CHORD BEARS N09°24'44"E A DISTANCE OF 250.38 FEET)TO A POINT ON A 60.00'ACCESS EASEMENT;THENCE LEAVING THE CENTERLINE OF UPPER GRANGE ROAD S85°35'38"E ALONG THE CENTERLINE OF SAID 60.00'ACCESS EASEMENT A DISTANCE OF 94.35 FEET; THENCE CONTINUING ALONG SAID CENTERLINE N66°07'38"E A DISTANCE OF 227.20 FEET;THENCE CONTINUING ALONG SAID CENTERLINE N85°02'30"E A DISTANCE OF 131.30 FEET;THENCE CONTINUING ALONG SAID CENTERLINE S82°13'26"E A DISTANCE OF 270.43 FEET;THENCE CONTINUING ALONG SAID CENTERLINE S74°37'03"E A DISTANCE OF 78.14 FEET;THENCE CONTINUING ALONG SAID CENTERLINE N81°15'26"E A DISTANCE OF 91.21 FEET;THENCE CONTINUING ALONG SAID CENTERLINE N57°47'20"E A DISTANCE OF 198,44 FEET; THENCE CONTINUING ALONG SAID CENTERLINE N46°13'49"E A DISTANCE OF 44.23 PEET; THENCE CONTINUING ALONG SAID CENTERLINE N75°08'04"E A DISTANCE OF 86.53 FEET;THENCE LEAVING SAID CENTERLINE NOO°00'00"E A DISTANCE OF 1,644.84 FEET TO THE SOUTHWEST SIXTEENTH CORNER OF SAID SECTION 35,A 3-1/4" -16- • 123267300.1 202408987 • • ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE S 89°53'17"E ALONG THE NORTHERLY LINE OF SAID SEI/4SW1/4 OF SECTION 35 A DISTANCE OF 1292.44 FEET TO THE CENTER-SOUTH SIXTEENTH CORNER OF SAID SECTION 35,A 3-1/4" ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N 00°40'36"E ALONG THE WESTERLY LINE OF THE NWI/4SE1/4 OF SECTION 35 A DISTANCE OF 1349.76 FEET TO THE CENTER CORNER OF SAID SECTION 35,A 3-1/4"ALUMINUM CAP L.S. #19598 FOUND IN PLACE;THENCE N 00°40'36"E A DISTANCE OF 1322.90 FEET TO . THE NORTH-CENTER SIXTEENTH CORNER OF SAID SECTION 35,A 3-1/4" ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N 89°50'40"W ALONG THE SOUTHERLY LINE OF THE NE1/4NW 1/4 OF SAID SECTION 35'A DISTANCE OF 1304.50 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 35,A 3- 1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE N 00°18'13"E ALONG THE WESTERLY LINE OF SAID NE1/4NW1/4 A DISTANCE OF 1326.71 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 35 AND SECTION 26,A 3-1/4"ALUMINUM - CAP L.S.#19598 FOUND IN PLACE;THENCE N89°54'14"W ALONG THE SOUTHERLY LINE OF SECTION 26 A DISTANCE OF 1307.39 FEET TO THE SOUTHWEST CORNER • . OF SAID SECTION 26,A LAVA STONE FOUND IN PLACE;THENCE N89°49'43"W ALONG THE SOUTHERLY LINE OF SECTION 27 A DISTANCE OF 2640.56 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 27,A LAVA STONE FOUND IN PLACE;THENCE CONTINUING ALONG SAID SOUTHERLY LINE S89°47'54"W A DISTANCE OF 1761.09 FEET TO A POINT IN THE CENTERLINE OF COTTONWOOD PASS ROAD;THENCE LEAVING SAID SOUTHERLY LINE THE FOLLOWING THIRTY FIVE(35)COURSES ALONG SAID CENTERLINE: 1.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 328.36 FEET,A CENTRAL ANGLE OF 18°49'08"AND A DISTANCE OF 107.85 FEET(CHORD BEARS N16°47'27"E A DISTANCE OF 107.37 FEET) 2.N26°12'01"E A DISTANCE OF 126.46 FEET 3.ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 298.40 FEET, A CENTRAL ANGLE OF 21°55'57"AND A DISTANCE OF 114.23 FEET(CHORD BEARS N15°14'02"E A DISTANCE OF 113.53 FEET) 4.N04°16'04"E A DISTANCE OF 114.43 FEET 5.ALONG THE ARC OF A CURVE TO THE J.F.FT,HAVING A RADIUS OF 227.01 FEET, A CENTRAL ANGLE OF 33°02'12"AND A DISTANCE OF 130.89 FEET(CHORD BEARS N12°15'02"W A DISTANCE OF 129.09 FEET) • 6.N28°46'08"W A DISTANCE OF 3.12 FEET 7.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 191.22 FEET,A CENTRAL ANGLE OF 57°49'57"AND A DISTANCE OF 193.01 FEET(CHORD BEARS N00°08'S0"E A DISTANCE OF 184.92 FEET) -17- • 123267300.1 202408987 8.N29°03'49"E A DISTANCE OF 126.39 FEET • 9.N36°31'25"E A DISTANCE OF 176.89 FEET 10.ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 377.51 FEET, A CENTRAL ANGLE OF 31°12'20"AND A DISTANCE OF 205.61 FEET(CHORD BEARS N20°55'15"E A DISTANCE OF 203.07 FEET) 11.N05°19'05"E A DISTANCE OF 86.65 FEET 12.N09°32'17"E A DISTANCE OF 77.07 FEET 13.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 220.16 FEET,A CENTRAL ANGLE OF 34°49'51"AND A DISTANCE OF 133.84 FEET(CHORD BEARS N26°57'13"E A DISTANCE OF 131.78 FEET) 14.N44°22'08"E A DISTANCE OF 47.20 FEET 15.ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 57.66 FEET, A CENTRAL ANGLE OF 56°59'14"AND A•DISTANCE OF 57.35 FEET(CHORD BEARS N15°52'31"E A DISTANCE OF 55.01 FEET) 16.N12°37'06"W A DISTANCE OF 19.37 FEET 17.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 233.76 FEET,A CENTRAL ANGLE OF 26°02'32"AND A DISTANCE OF 106.25 FEET(CHORD BEARS N00°24'18"E A DISTANCE OF 105.34 FEET) 18.N13°25'26"E A DISTANCE OF 271.74 FEET 19.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 240.72 FEET,A CENTRAL ANGLE OF 63°05'30"AND A DISTANCE OF 265.07 FEET(CHORD BEARS N44°58'11"E A DISTANCE OF 251.88 FEET) 20.N76°30'56"E A DISTANCE OF 32.58 FEET 21.ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 284.90 FEET, A CENTRAL ANGLE OF 33°54'59"AND A DISTANCE OF 168.65 FEET(CHORD BEARS N59°33'27"E A DISTANCE OF 166.19 FEET) 22.N42°35'57"E A DISTANCE OF 293.79 FEET 23,ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 943:73 FEET, A CENTRAL ANGLE OF 09°18'36"AND A DISTANCE OF 153.35 PENT(CHORD BEARS N37°56'39"E A DISTANCE OF 153.18 FEET) 24.N33°17'21"E A DISTANCE OF 286.91 FEET • - 18- 123267300.1 202408987 • • • 25.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 633.49 FEET,A CENTRAL ANGLE OF 17°51'41"AND A DISTANCE OF 197.48 FEET(CHORD BEARS N42°13'11"E A DISTANCE OF 196.69 FEET) . 26..N51°09'02"E A DISTANCE OF 62.93 FEET • 27.ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 930.27 FEET, A CENTRAL ANGLE OF 07°33'32"AND A DISTANCE OF 122.73 FEET(CHORD BEARS N47°22'16"E A DISTANCE OF 122.64 FEET) 28.N43°35'30"E A DISTANCE OF 201.32 FEET 29.ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 418.91 FEET, A CENTRAL ANGLE OF 17°58'05"AND A DISTANCE OF 131.37 FEET(CHORD BEARS N34°36'28"E A DISTANCE OF 130.83 FEET) 30.N25°37'36"E A DISTANCE OF 350.06 FEET 31.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 727.92 FEET,A CENTRAL ANGLE OF 06°09'48"AND A DISTANCE OF 78.30 FEET(CHORD BEARS N28°42'20"E A DISTANCE OF 78.27 FEET) 32.N31°47'14"E A DISTANCE OF 110.73 FEET 33.ALONG THE ARC OF A CURVE TO THE LEFT,HAVING A RADIUS OF 408.51 FEET, A CENTRAL ANGLE OF 13°24'I6"AND A DISTANCE OF 95.57 FEET(CHORD BEARS N25°05'06"E A DISTANCE OF 95.35 FEET) 34.N18°22'S8"E A DISTANCE OF 75.51 FEET 35.ALONG THE ARC OF A CURVE TO THE RIGHT,HAVING A RADIUS OF 339.76 FEET,A CENTRAL ANGLE OF 01°35'37"AND,A DISTANCE OF 9.45 FEET(CHORD BEARS N19°10'47"E A DISTANCE OF 9.45 FEET)TO A POINT ON THE SOUTHERLY LINE OF COULTER CREEK RANCHES;THENCE LEAVING SAID CENTERLINE N89°57'17"E ALONG SAID SOUTHERLY LINE A DISTANCE OF 10.25 FEET;THENCE • CONTINUING ALONG SAID SOUTHERLY LINE N31°19'48"E A DISTANCE OF 206.11 FEET;THENCE CONTINUING ALONG SAID SOUTHERLY LINE S54°12'44"E A DISTANCE OF 300.58 FEET;THENCE CONTINUING ALONG SAID SOUTHERLY LINE N89°57'25"E A DISTANCE OF 1936:10 FEET TO THE NORTH SIXTEENTH'CORNER OF SAID SECTION 26 AND SECTION 27,A 3-1/4"ALUMINUM CAP L.S.#19598 FOUND IN PLACE;THENCE CONTINUING ALONG SAID SOUTHERLY LINE S89°54'59"E A DISTANCE OF 1304.16 FEET TO THE SOUTHEAST CORNER OF SAID COULTER CREEK RANCHES,SAID POINT ALSO BEING THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 26,A 3-1/4"ALUMINUM CAP L.S.#13880 FOUND IN PLACE;THENCE N00°17'40"E ALONG THE WESTERLY LINE OF THE NE1/4NWI/4 OF SECTION 26 A DISTANCE OF 1323.25 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 23 AND SECTION 26,A 1"ALUMINUM CAP L.S.#13880 FOUND IN PLACE; - 19- 123267300.1 • 202408987 THENCE N00°08'13"E ALONG THE WESTERLY LINE OF THE E1/2SW1/4 OF SECTION 23 A DISTANCE OF 2645.61 FEET TO THE CENTER-WEST SIXTEENTH CORNER OF SAID SECTION 23,A 1"ALUMINUM CAP L.S.#13880 FOUND IN PLACE;THENCE N00°21'11"E ALONG THE WESTERLY LINE OF THE SEI/4NW1/4 OF SAID SECTION 23 A DISTANCE OF 553.00 FEET TO THE EASTERLY EDGE OF THE VON SPRINGS RESERVOIR;THENCE ALONG SAID EASTERLY EDGE THE FOLLOWING THREE(3) COURSES: 1.)N49°21'30"E A DISTANCE OF 238.87 FEET; 2.)N35°27'03"E A DISTANCE OF 415.19 FEET; 3.)N30°04'46"E A DISTANCE OF 322.05 FEET TO A POINT ON THE NORTHERLY LINE OF THE SE1/4NW 1/4 OF SAID SECTION 23;THENCE LEAVING SAID EASTERLY EDGE OF THE VON SPRINGS RESERVOIR ALONG THE NORTHERLY LINE A DISTANCE OF 730.00 FEET TO THE CENTER-NORTH SIXTEENTH CORNER OF SAID SECTION 23,A 3-1/4"ALUMINUM CAP L.S.#13933 FOUND IN PLACE;THENCE SOO°12'38"W ALONG THE EASTERLY LINE OF SAID SEI/4NW1/4 A DISTANCE OF 1328.I7 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 23,A 3-1/4"ALUMINUM CAP L.S. #13933 FOUND IN PLACE;THENCE S00°12'45"W ALONG THE EASTERLY LINE OF THE E1/2SW 1/4 OF SAID SECTION 23 A DISTANCE OF 1323.38 FEET TO THE CENTER- SOUTH SIXTEENTH CORNER OF SAID SECTION 23,A 3-1/4"ALUMINUM CAP L.S. #13933 FOUND IN PLACE;THENCE S89°44'19"E ALONG.THE NORTHERLY LINE OF THE S1/2SE1/4 OF SECTION 23 A DISTANCE OF 2610.90 FEET TO THE SOUTH SIXTEENTH CORNER OF SECTION 23 AND SECTION 24,A 3-1/4"ALUMINUM CAP L.S.#13933 FOUND IN PLACE;THENCE S89°58'20"E ALONG THE NORTHERLY LINE OF THE S1/2SW1/4 OF SECTION 24 A DISTANCE OF 2640.20 MET TO THE CENTER- SOUTH SIXTEENTH CORNER OF SAID SECTION 24,A 3-1/4"ALUMINUM CAP L.S. #13933 FOUND IN PLACE;THENCE S89°57'13"E ALONG THE NORTHERLY LINE OF THE S1/2SE1/4 OF SECTION 24 A DISTANCE OF 2636.38 FEET TO THE SOUTH SIXTEENTH CORNER OF SECTION 24,A 3-1/4"ALUMINUM CAP L.S.#13933 FOUND IN PLACE;THENCE S00°09'02"W ALONG THE EASTERLY LINE OF SAID SECTION 24 . A DISTANCE OF 1322.62 FEET TO THE POINT OF BEGINNING. • • • • • -20- • 123267300.1 • • 202408987 LEGAL DESCRIPTION PREPARED BY: RODNEY P.KISER,PLS 38215 FOR AND ON BEHALF OF: • TRUE NORTH COLORADO,LLC • 386 W.MAIN STREET,UNIT 3 NEW CASTLE,CO 81647 970-984-0474 • • . PARCEL B A PARCEL OF LAND SITUATED IN GOV'T LOT 10 OF SECTION 9 TOWNSHIP 7 SOUTH,RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN,COUNTY OF EAGLE,STATE OF COLORADO;SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 9;THENCE N88°26'02"W ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 9 A DISTANCE OF 431.68 FEET TO THE NORTHEAST CORNER OF GOV'T LOT 10,A 3-1/4" ALUMINUM CAP L.S.#19598 FOUND IN PLACE,THE POINT OF BEGINNING;THENCE S00°09'25"W ALONG THE EASTERLY LINE OF SAID GOV'T LOT A DISTANCE OF 69.02 FEET TO A POINT BEING 15.00 FEET SOUTHERLY OF THE SOUTHERLY BANK OF CATTLE CREEK,A REBAR AND CAP L.S.#19598 FOUND IN PLACE;THENCE THE FOLLOWING FOUR(4)COURSES ALONG A LINE BEING 15.00 FEET SOUTHERLY OF AND PARALLEL TO THE SOUTHERLY BANK OF CATTLE CREEK: I.N77°54'52"W A DISTANCE OF 31.66 FEET,A REBAR AND CAP L.S.#19598 FOUND IN PLACE(WITNESSED S85°02'32"W 9.00 FEET) • 2. S85°02'32"W A DISTANCE OF 170.09 FEET,A REBAR AND CAP L.S.#19598 FOUND IN PLACE 3.N76°35'11"W A DISTANCE OF 144.38 FEET,A REBAR AND CAP L.S.#19598 FOUND IN PLACE(WITNESSED NO3°03'58"W 25.00 FEET) 4.NO3°03'58"W A DISTANCE OF 53.07 FEET TO A POINT ON THE EAST-WEST CENTERLINE OF SAID SECTION 9,A REBAR AND CAP L.S.#19598 FOUND IN PLACE • 21 - 123267300.1 202408987 • • (WITNESSED S03°03'58"E 18.00 FEET);THENCE S88°26'02"E ALONG SAID EAST-WEST CENTERLINE A DISTANCE OF 344.01 FEET TO THE POINT OF BEGINNING. • • -22- 123267300.1 202408987 • • • • LEGALJ)ESCRIPTION PREPARED BY: RODNEY P.KISER,PLS 38215 FOR AND ON BEHALF OF: • 'TRUE NORTH COLORADO,LLC • 386 W.MAIN STREET,UNIT 3 NEW CASTLE,CO 81647 970-984-0474 Together with: 1. Heuschkel Ditch No. 1,Priority No.40,decreed in Case No.395,District Court in and for the County of Eagle,Colorado,for 3.5 c.f.s.from Cottonwood Creek for irrigation,with an appropriation date of May 20, 1898 and adjudicated on July 17, 1902; 2. Heuschkel Ditch No.2,Priority No.41,decreed in case No.395,District Court in and for the County of Eagle,Colorado,for 1.5 c.fs.from Cottonwood Creek for irrigation,with an appropriation date of June 24, 1900 and adjudicated on July 17, 1902; 3. The Heuschkel Enlargement and Extension of the Heuschkel No. 1 Ditch and Heuschkel No.2 Ditch(including the Smith Park Ditch),Priority No.90,decreed in Case No.559,District Court in and for Eagle County,Colorado,for 1.2 c.f.s.from Cottonwood Creek for irrigation, with an appropriation date of April 19, 1904 and adjudicated on July 20, 1912; 4. Smith Park Reservoir,Reservoir No.8,Priority No.90,originally decreed on July 20, 1912 in case No.559,District Court in and for Eagle County,Colorado,in the amount of 200 acre-feet with an appropriation date of April 19, 1904.By Stipulation and Court Order entered in case No.94CW385,Water Division No.5,'100 acre-feet of the Smith Park Reservoir water right -was rehabilitated by the creation of two reservoirs,and the remaining 100 acre-feet originally decreed to the Smith Park Reservoir water right was abandoned; 5. Shadigee Ditch,Priority No.42,decreed in Case No.386,District Court in and for Eagle . . County,Colorado,in the amount of 2.0 c.f.s.for irrigation,with an appropriation date of July 14, 1898 and adjudicated on July 17, 1902; 6. McNulty Reservoir No.2,decreed in Case No.W-1753,District Court in and for Water Division 5,State of Colorado,in the amount of 72.0 acre-feet for irrigation,domestic,and piscatorial uses,with an appropriation date,of July 20, 1916; • • • -23- 123267300.1 • . 202408987 • • 7. Cottonwood Spring#1,decreed in Case No. 93CW224,District Court in and for Water Division 5,State of Colorado,in the amount of 0.05 c.f.s.for domestic,livestock watering and wildlife purposes,with an appropriation date of November 8, 1940; 8. Cottonwood Spring#2,decreed in Case No.93CW224,District Court in and for Water Division 5,State of Colorado,in the amount of 0.01 c.f s.for livestock watering and wildlife purposes,with an appropriation date of May 1, 1967; 9. Polaris Reservoir,decreed in case No.W-222,District Court,Water Division No.5,in the amount of 437 acre-feet,with an adjudication date of December 31, 1970 and an . appropriation date of November 12, 1944.The Polaris Reservoir has been made absolute to the extent of 100 acre-feet,and 337 acre-feet remain conditional;and • 10. Best Ditch,decreed in case No.W-438,District Court,Water Division No.5,in the amount of 20.8 c.f.s.,with an adjudication date of December 31, 1971 and an appropriation date of November 12, 1944. 11. Well Permit#190749,Water Division 5,Water District 38,located in Eagle County, NE'/a SW'/a,Section 25,Township 6.0 S.,Range 87.0 W.Sixth P.M.Distance from Section Lines 1779 Ft.from S.Line, 1568 Ft.from W.Line. 12. Well Permit#253846,Water Division 5,Water District 38,located in Eagle County, • NW'/a NEVI,Section 9.0,Township 7.0 S.,Range 87.0 W. Sixth P.M. • TyTfTp[77fIC7r7T70TT�LGr77rVTJIO'ITT TZI2GTDI,II IGL�O,cooacc�m rx�c�......•.�, NEIi NEv Section 3c ITownship c 0 e n nge 87 0 Wix Sth n M Intentionally Deleted I Together with all existing or subsequently erected or affixed buildings,improvements,and fixtures;all easements,rights-of way,and appurtenances;all water,water rights,and ditch rights (including stock in utilities with ditch or irrigation rights);and all other rights,royalties,and profits relating to the foregoing real property,including without limitation all minerals,oil,gas, geothermal and similar matters. County of Eagle,State of Colorado. • • -24- 123267300.1 202408987 ADDENDUM 1 TO CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN AVLT SPECIAL PROJECTS, LLC ("Buyer") and FIRST WESTERN TRUST BANK ("Seller") This ADDENDUM is made a part of that certain Contract to Buy and Sell Real Estate dated December 19,2024 to which it is attached (the"Contract")between the AVLT SPECIAL PROJECTS, LLC ("Buyer") and FIRST WESTERN TRUST BANK ("Seller"), with respect to the property described in Exhibit A attached to and made a part of the Contract (the "Property"). in the event of any conflict or inconsistency between the provisions of this Addendum and the Contract, the provisions of this Addendum shall govern and control. The Contract, the exhibits and other addenda attached thereto and this Addendum are referred to collectively hereunder as the"Contract." 1. Survey. Regarding paragraph 9 of the Contract,a new paragraph 9.1.5 is added as follows: The New Survey shall be the 7/21/2021 Land Survey Plat of the Property prepared by True North Colorado ("TNC Survey"); provided, however. the parties shall cause the TNC Survey to he updated and recertified to a date which no earlier than the date of the Contract (the "Updated TNC Survey") and shall be prepared based on the title insurance commitment issued under the Contract. The Surveyor's Certification on the Updated TNC Survey shall be substantially the same; but shall he certified to Buyer, Seller and the Title Insurance Company, and shall reflect the current title insurance commitment information.The Survey shall be in form and content sufficient to cause the Title Company to issue an endorsement to its title commitment agreeing to delete from Schedule B (Section 2) of its to-be-issued title policy standard printed exception Nos. 1-3 at no cost to Seller. 2. Due Diligence. This Property is a bank owned property acquired by the Seller • through a public trustee foreclosure action. The Property is being sold as is. Seller is not making any representations or warranties about the property. Notwithstanding the foregoing, Seller shall provide Buyer with a copy of the appraisal dated January 3, 2024. Buyer's right to object and/or terminate under § 10.3 and/or § 10.6.2 shall not be limited to Buyer's satisfaction with the physical condition of the Property and inclusions or the Due Diligence Documents, or any other matters specified in clauses (1) through (5) of § 10,3; rather, Buyer's right to object and/or terminate under each of§§ 10.3 and 10.62 shall include investigating, reviewing and becoming satisfied with ANY feature of or matter relating to the Property, the Inclusions or the Due Diligence Documents and ANY other factor deemed by Buyer to be relevant to Buyer's acquisition of the Property and Inclusions in Buyer's sole discretion. Buyer and its contractors. professionals, and consultants shall be permitted access to the Property, at all reasonable times. for purposes of such investigation and review and to conduct such examinations and make such tests as Buyer shall deem reasonably appropriate in connection therewith. 3. There are no leases with third party tenants. 4 During the period of the MEC to Closing. Seller shall not grant or convey any easement, lease, encumbrance, license, permit or any other legal or beneficial interest in or to the Property without the prior written consent of Buyer, nor shall Seller knowingly violate any Addendum I -page 1 law, ordinance, rule or regulation affecting the Property. Seller shall do or cause to be done all things reasonably within its control to preserve intact and unimpaired any and all rights of way. easements, grants,appurtenances,privileges and licenses in favor of or constituting any portion of the Property. Further, Seller agrees to pay, as and when due, any and all encumbrances on and taxes, assessments and levies in respect of the Property through the Closing Date except as may be provided for herein. In the event of any default by Seller under the terms of any encumbrance on the Property, or any part thereof, or in the event of any failure by Seller to secure any necessary release or to pay any tax, assessment or levy on the Property, Buyer shall have the right, but not the obligation, to cure such breach, secure such release or make such payments,as the case may be,and the costs of so doing(including the costs of paying principal, interest,late charges,default interest, release fees,trustee's fees,reasonable attorney fees,taxes. and assessments) shall be deducted from the Purchase Price at Closing. 5. The transfer shall include all development rights and approvals,zoning rights and approvals,minerals,rights of way,easements,and other property rights appurtenant thereto and owned by Seller(all of the tbregoing property interests are included within the definition of the Property as used in this Contract). 6. Contingency Regarding Governmental Partner Approval. The parties acknowledge that Buyer is obtaining funding from local governmental partners.specifically the Board of County Commissioners of Pitkin County, Colorado ("Pitkin County") and the Board of County Commissioners of Eagle County, Colorado ("Eagle County") (collectively hereinafter the "County Partners") and that the obligation of Buyer to perform hereunder is expressly conditioned upon the adoption by Eagle County. following a funding recommendation by the Eagle County Open Space Advisory Committee ("OSAC"), and by Pitkin County of an ordinance or resolution authorizing the acquisition of the Property and expenditure of funds to do the same in accord with the requirements of Colorado law and any applicable local governmental requirements. in the event that each County Partner has not duly adopted such an ordinance or resolution within forty(40)days following MEC or any extension thereof as the parties may, in writing,agree, then this Contract will automatically terminate and Buyer shall be entitled to a prompt return of all Earnest Money paid. In the event such ordinance or resolution is timely adopted, Buyer shall promptly upon adoption provide an executed copy of such approval to Seller. Notwithstanding the tbregoing, the term "MEC" as used in this Contract, shall remain the date of signature by both the Seller and Buyer to the Contract. Nothing herein shall be deemed a pre-approval of such funding by the County Partners. Any fiscal or monetary obligation of each County Partner is subject to annual budgeting and appropriation in accordance with the requirements of Colorado law. 7. Well Rights. The parties agree that Contract Section 2.7.3 shall be"unchecked." Seller shall reasonably cooperate with any necessary transfer of permit or ownership or rights in the existing well or wells on the Property to Buyer. 8 Water Stock. The parties agree that Contract Section 2.7.4 shall be"unchecked." Seller shall reasonably cooperate with any necessary transfer ownership or rights in any water stock or ditch certificates to the Buyer. Addendum 1 -page 2 9. Brokerage Fees. Buyer is not represented by a Broker. Seller is represented by a Broker. Seller shall bear the cost of any and all compensation to Seller's brokerage firm in connection with the Contract. 10. Assignment. Buyer and Seller agree and acknowledge that Buyer may assign its interest in this contract at any time prior to Closing. II, Additional Documents. At Closing, Seller shall execute and deliver such documents as shall be reasonably necessary to transfer and convey title to the Property to Buyer; but only as specifically required by this Contract. 12. Notices. Any notice, demand or document which either party is required or may desire to give,deliver or make to the other party,shall be in accordance with § 26 of the Contract to the following: To Buyer: AVLT Special Projects, LLC Suzanne Stephens. Manager 320 Main St, Ste 204 Carbondale,CO 81623 suzanne(iavlt.org The Pitkin County Attorney's Office c/o Richard Y. Neiley Ill 530 East Main St., Suite 301 Aspen, Colorado 81611 Richard.neiley4 pitkincountv.com To Seller: First Western Trust Bank 1900 Sixteenth Street, Suite 1200 Denver, CO 80202 Attn: Lene Simnioniw Any notice, demand or document so given, delivered or made by United States mail shall be deemed to have been given three (3) days after same is deposited in the United States mail as a certified matter, addressed as above provided, with postage thereon fully prepaid. Notice by e- mail shall be deemed given upon date and time of transmission and notice by personal delivery shall be deemed given when received. 13. Miscellaneous. (a) Saturday. Sunday or Holiday. If any time period referred to in this Contract shall end on a Saturday, Sunday or legal holiday, such time period shall automatically be extended to the first regular business day thereafter. Controlling Law. This Contract shall be construed in accordance with and governed by the laws of the State of Colorado. Addendum 1 -page 3 (c) Counterparts. This Contract (or any amendments, modifications or extensions hereof) may be executed in several counterparts and, atter execution and as executed, shall constitute an agreement binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. This Contract can be executed, accepted. and delivered by facsimile or email or through DocuSign or a similar electronic signature system, and shall be binding in such form upon the party so executing. (d) Further Assurances. Each of the parties agree to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded such further instruments and documents and such certificates, and to do all things and acts as the other party may reasonably require in order to carry out the intentions of this Contract and the transaction contemplated hereby. (e) Construction. No provision of this Contract shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have requested, drafted, required or structured such provision. It is the intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act, nor shall this Contract be construed against such party by virtue of its actions in retaining the scrivener. (f) Attorney Fees. In the event of any action for breach of. to enforce the provisions of, or otherwise involving this Contract, the court in such action shall award a reasonable sum as attorney fees to the party who, in light of the issues litigated and the court's decision on those issues was the substantially prevailing party in the action. SIGNATURES Buyer: AVLT Special Projects, LLC 9-6 7,-'1-------- (-7--//f/2.02-ct Suzanne tephens, Manage Date Seller: First Western Trust Bank By: iLeiss , Secretary 12/20/2024 dear Date Addendum l - page 4 EXHIBIT 2 RESTRICTIVE COVENANT 17 RESTRICTIVE COVENANTS FOR THREE MEADOWS RANCH These RESTRICTIVE COVENANTS FOR THREE MEADOWS RANCH (the "Restrictive Covenant") is made effective this _ day of 2025 by and between AVLT Special Projects, LLC, a Colorado limited liability company (the "Owner") whose address 320 Main St., Suite 204, Carbondale, Colorado 81623, the Board of County Commissioners of Pitkin County, a body corporate and politic, whose address is 530 East Main Street, Suite 302, Aspen, Colorado 81611 ("Pitkin County") and Eagle County, Colorado, body corporate and politic, whose address is 500 Broadway, Eagle, Colorado 81631 ("Eagle County"). The Owner, Pitkin County, and Eagle County are individually referred to herein as a"Party" and collectively as the"Parties." RECITALS: A. Owner is the sole owner of certain real property consisting of approximately 4,250 acres in Eagle County, Colorado, commonly known as Three Meadows Ranch (the ("Property" or "Three Meadows Ranch") and legally described on Exhibit A attached hereto, which is incorporated herein and made a part of this Restrictive Covenant by this reference. B. The Deed by which owner obtained its interest in the Property is recorded in the real property records of the Eagle County Clerk and Recorder's Office at Reception No. C. Appurtenant to the Property are certain water rights that the Parties also intend to burden with this Restrictive Covenant that are described on Exhibit B attached hereto, which is incorporated herein and made a part of this Restrictive Covenant by this reference. D. The Owner acquired the Property with the cooperation and funding from Eagle County and Pitkin County pursuant to a mutual Funding Agreement between the Owner, Eagle County, and Pitkin County. A copy of the Funding Agreement is appended hereto as Exhibit C. E. The purchase price of the Property was TWENTY-SEVEN MILLION SEVEN HUNDRED THOUSAND and 00/100 DOLLARS ("$27,700,000.00"). F. Pitkin County approved the acquisition of the Property pursuant to Pitkin County BOCC Ordinance No. -2025. G. Eagle County approved the acquisition of the Property pursuant to Eagle County Resolution No. 2025 - H. The Property is located wholly within Eagle County, Colorado and in the Roaring Fork River Watershed, and were it to be developed at its highest and best economic use, such use would likely have a significant impact on wildlife habitat, scenery, and agricultural resources all of which otherwise benefit the citizens of Eagle County, Pitkin County, and the State of Colorado 1 I. Eagle County and Pitkin County have each determined that Owner's purchase of the Property will result in the protection of approximately 4,250 acres of land in Eagle County and the Roaring Fork Watershed for conservation purposes, including open space, agricultural heritage, scenic vistas and wildlife habitat, and managed public recreation, and will result in significant public benefit. J. Pursuant to the Funding Agreement, Owner is required to encumber the Property with this Restrictive Covenant to the benefit of Pitkin County and Eagle County in consideration for the Pitkin County's and Eagle County's funding contribution to the acquisition of the Property. K. Among other things, the Funding Agreement requires that the Parties participate in a three (3) year "Planning Phase" for the Property to allow the Parties to study the Property and conservation values and reach a mutually acceptable method of long-term ownership and stewardship of the Property. The Planning Phase may be terminated sooner pursuant to the terms of the Funding Agreement and this Restrictive Covenant. L. Prior to conclusion of the Planning Phase, the Parties are adopting this Restrictive Covenant to ensure that Pitkin County's and Eagle County's financial investment in the Property is secured as well as to provide notice to all of each County's interest in the Property. AGREEMENT NOW THEREFORE, for good and valuable consideration, including Pitkin County's contribution to the purchase of the Property in the amount of $ 7,700,000.00 and Eagle County's contribution to the purchase of the Property in the amount of $12,500,000.00, the sufficiency of which is acknowledged, the Parties agree as follows: 1. Property Encumbered. This Restrictive Covenant burdens title to the entire Property as legally described on the attached Exhibit A. 2. Reserved Rights. Except as expressly limited by this Restrictive Covenant, and as otherwise set forth in the Funding Agreement, Owner reserves to Owner, and to Owner's successors and assigns, all rights accruing from Owner's ownership of the Property. 3. Restriction Against Alienation and Encumbrance; Compliance with Funding Agreement. During the life of this Restrictive Covenant and until it is terminated or released as described in Paragraph 5 below and during the Planning Phase described in the Funding Agreement, Owner may not sell, alienate, encumber, subdivide (by exception or otherwise), condominiumize, pledge as collateral, and/or cause any lien to be recorded against the Property or take any action or engage in any use of the Property that is inconsistent with the terms of the Funding Agreement. 4. Compliance with Eagle County Land Use Regulations and Building Resolution. Owner shall manage the Property and engage in activities on the Property in 2 compliance with the terms and the various requirements of the Eagle County Land Use Regulations, and Owner shall obtain all necessary permits and approvals prior to engaging in any development or other activity on the Property all in accord with the terms of the Funding Agreement. Eagle County acknowledges existence of improvements currently on the Property, which are non-conforming or unpermitted under the Eagle County Code and that the existence of such improvements do not constitute a violation of this Restrictive Covenant. 5. Release of Restrictive Covenant. This Restrictive Covenant survives and runs with title to the Property unless and until it is released by Pitkin County and Eagle County pursuant to the Funding Agreement. 6. Incorporation of Recitals. The Recitals above are a material part of this Restrictive Covenant and are incorporated herein and are true and correct as of the date of this Restrictive Covenant, form the basis upon which the Parties negotiated and entered into this Restrictive Covenant, and reflect the final intent of the Parties with regard to the subject matter of this Restrictive Covenant. In the event it becomes necessary to interpret any provision of this Restrictive Covenant, the intent of the Parties, as evidenced by the Recitals, shall be given full effect. 7. Controlling Law. The interpretation and performance of this Restrictive Covenant shall be governed by the laws of the State of Colorado. Jurisdiction and venue for any dispute regarding the interpretation or enforcement of this Restrictive Covenant or its various provisions shall be the District Court, Eagle County, Colorado. 8. No Imputed Approvals. Owner shall be solely responsible for compliance with applicable laws in regard to the exercise of rights reserved herein and nothing contained in this Restrictive Covenant and the Funding Agreement is intended to represent a permit or land use approval by Eagle County. 9. Covenant Running with the Land; Successors in Interest. The provisions of this Restrictive Covenant shall constitute a covenant and shall run with the land and burden title to the Property for the benefit of Eagle and Pitkin Counties and their successors and assigns until released pursuant to the Funding Agreement. Owner shall record this Restrictive Covenant in the real property records of Eagle County, Colorado. 10. Enforcement and Inspection. This Restrictive Covenant and its terms and representations shall be fully enforceable by Owner, Pitkin County, and Eagle County, their successors, assigns and agents in any action at law or equity or both, to secure compliance, including but not limited to, seeking injunctive relief and/or specific performance requiring the other Party or Parties or their successors or assigns to cease and desist all activity in violation of the terms of this Restrictive Covenant or undo any transaction violating this Restrictive Covenant, including but not limited to the invalidation, repudiation, or revocation of any right or interest granted or obtained contrary to this Restrictive Covenant. 3 11. Attorney Fees and Costs. In the event of any action or suit between the Parties hereto or their successors and assigns to enforce any of the agreements, covenants or restrictions contained herein, the substantially prevailing party in any such action or suit, whether by final judgment or out of court settlement, shall recover from the other party all costs and expenses of such action or suit including reasonable attorney fees. [Signature pages(s) follow] 4 IN WITNESS WHEREOF, Owner and Pitkin County and Eagle County have executed this Restrictive Covenant as of the date first set forth above. OWNER: AVLT SPECIAL PROJECTS, LLC By: Name: Suzanne Stephens Title: Manager STATE OF ) ss. COUNTY OF , ) The foregoing instrument was acknowledged before me this day of 2025,by Suzanne Stephens, Manager of AVLT Special Projects, LLC, a Colorado limited liability company on behalf of said entity. WITNESS my hand and official seal. My commission expires: Notary Public [Signature Page] [Reserved for Pitkin County Signature(s)] [Signature Page] COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: Jeanne McQueeney, Chair Attest: By: Stacey Jones Chief Deputy Clerk and Recorder [Signature Page] • EXHIBIT A Legal Description of Property Exhibit B Description of Water Rights Exhibit C Funding Agreement