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HomeMy WebLinkAboutR19-059 Open Space Funds Ridgway Property Purchase and Sale Agreement f�t--� Commissioner G-�-+vv pui..h_ - moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 2019 - O 9 RESOLUTION RATIFYING THE PURCHASE AND SALE AGREEMENT AND AUTHORIZING THE USE OF OPEN SPACE FUNDS FOR THE ACQUISITION AND PERMANENT PROTECTION OF THE RIDGWAY PROPERTY IN EAGLE COUNTY, COLORADO AND AUTHORIZING ANY COMMISSIONER TO SIGN DOCUMENTS IN CONNECTION WITH SUCH ACQUISITION WHEREAS, the Eagle County Open Space Program was created to acquire and protect outstanding natural lands, wildlife habitat,historic ranches and scenic areas; and WHEREAS,in 2017 Eagle County acquired and preserved the 1540 acre Brush Creek Valley Ranch and Open Space property, formerly known as Hardscrabble, due to its unique attributes including significant wildlife habitat, scenic qualities, opportunities for recreation and connections to adjacent public lands, and preservation of ranching and agriculture in Eagle County; and WHEREAS, Eagle County now has an opportunity to acquire approximately 129 acres of private property(the "Ridgway Property" or "Property") that is located south of the Town of Eagle in Eagle County, Colorado and is almost entirely surrounded by the Brush Creek Valley Ranch and Open Space; and WHEREAS, the Ridgway Property provides unique wildlife habitat, ecology, and scenic vistas, as well as opportunities for ranching and agriculture and recreation; and WHEREAS, Eagle County supports the transaction which is comprised of the purchase of the Property and preservation of the Property through a conservation easement; and WHEREAS, Eagle County has entered into a contract for the purchase and sale of the Property attached hereto as Exhibit A; and WHEREAS,the Board of County Commissioners ("Board") desires to ratify the purchase and sale agreement; and WHEREAS, Eagle County has sought assistance from Eagle Valley Land Trust ("EVLT") and other community partners in support of the effort to acquire and preserve the Property; and WHEREAS, EVLT as the primary applicant and Eagle County as the secondary applicant will apply for a grant in the amount of$700,000 from Great Outdoors Colorado through its Open Space Grant Program in support of acquisition and preservation of the Property; and WHEREAS, if granted,the Great Outdoors Colorado grant finding may be provided at closing of the Property; and WHEREAS, Eagle Ranch Wildlife Committee supports the purchase and preservation of the Property and has authorized$200,000 toward the effort; and WHEREAS, EVLT has committed$5,000 toward the purchase and anticipates a grass roots fundraising effort; and WHEREAS, the Town of Eagle, Bureau of Land Management, Eagle River Watershed Council, American Rivers, Eagle County Historical Society, CSU- Extension and others have written letters in support of the purchase and preservation of the Property; and WHEREAS, Eagle County's Open Space Advisory Committee voted unanimously at its August 5, 2019 meeting to recommend expenditure of up to $1, 575,000 plus reasonable transaction costs from the Open Space Fund, toward acquisition and preservation of the Property in accordance with the contract for purchase and sale of the Property; and WHEREAS,the Board has heard the Open Space Advisory Committee recommendation and desires to ratify the purchase and sale agreement and use of Open Space Funds for the acquisition and preservation of the Property. NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of the County of Eagle, State of Colorado: THAT,the Board ratifies the purchase and sale agreement attached as Exhibit A; and THAT, subject to satisfaction of due diligence,grant requirements and final approval of the same from Great Outdoors Colorado, Open Space Funds in an amount up to$1,575,000 plus reasonable transaction costs shall be used to complete the acquisition and preservation of the Property, (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); and THAT, any of the Eagle County Commissioners are hereby authorized to sign documents in connection with the purchase and sale agreement and closing and preservation of the Property,including but not limited to amendments to the purchase and sale agreement, easements 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. MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado at its regular meeting held AUL.--V T 1' , 2019. COUNTY OF EAGLE, STATE OF COLORADO By and through its Board of County Commissioners By: yar c e cQueen , C 'r ioner• By. %� L!1�( 0�IZt * Ka P Chandler- Henry, Commiss er Clerk to the Board "t0rt'90 Disc By: Lr Matt ; err, C• • . ioner Commissioner ' _4- . -- -- seconded adoption of the foregoing resolution. The question having been called the vote was as follows: Commissioner McQueeney Commissioner Chandler-Henry Id—., Commissioner Schen ILL-14 This resolution passed by 16 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. i CONTRACT FOR PURCHASE AND SALE OF LAND (Ridgway) THIS CONTRACT FOR PURCASE AND SALE OF LAND (the"Agreement") is entered into as of , 2019,by and between Eagle County, Colorado, a body corporate and politic("Buyer"or"County") and The Charles P Ridgway Trust and Julianne Tolbert Ridgway Trust(the"Seller"or"Ridgway"). The Seller and the Buyer are collectively referred to as the"Parties"herein. The following exhibits are attached hereto and made a part of this Agreement: Exhibit A: Description of the Land Exhibit A-1: Description of Water Rights Exhibit B: Map of Land RECITALS A. Seller is the owner of 231.29 acres of land, more or less, located in Eagle County, Colorado, which is described in the attached Exhibit A, and depicted in the attached Exhibit B (the "Land"). B. Seller desires to retain approximately 102.37 acres of the Land ("Retained Parcel") and Seller desires to sell and Buyer wishes to purchase approximately 128.92 acres of the Land known as the"Conveyance Parcel" (defined more fully below and as may be slightly modified pursuant to Sections 6.h and 6.g hereunder) on the terms and conditions described herein for the purpose of protecting its fish and wildlife habitat, agricultural, recreational, open space and scenic values in perpetuity. The Retained Parcel and Conveyance Parcel are generally shown on Exhibit B. C. The Parties acknowledge that the Land is currently legally identified as one parcel and that the Conveyance Parcel, Retained Parcel, and potential Cabin Parcel are to be legally created as set forth in this Agreement. AGREEMENT For good and valuable consideration, the Parties agree as follows: 1. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date the Agreement is approved by the Board of County Commissioners of Eagle County in an open and public meeting. 2. CONVEYANCE PARCEL. Seller agrees to sell and Buyer agrees to buy,on the terms and conditions set forth in this Agreement,the Conveyance Parcel, including, without limitation, (i) any and all buildings, improvements,personalty and fixtures situated thereon and inventoried prior to closing, (ii) any and all crops and timber growing thereon, (iii) and any all surface or subsurface sand, gravel, oil, gas, mineral geothermal, or mineral rights and any stockpiles of sand, gravel or minerals owned by the Seller at the date of this Agreement, (iv)those appurtenant or associated water rights, which may include well, spring, reservoir, storage, domestic(including one municipal water tap for the cabin), irrigation, irrigation equipment and facilities, sub-irrigation, livestock water or ditch or water delivery companies or associations (the"Water Rights") which are described in Exhibit A-l., and 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 (collectively, referred to as the "Conveyance Parcel"). 3. EARNEST MONEY DEPOSIT. Within seven(7)business days of the Effective Date of this Agreement, Buyer shall deliver the sum of Twenty-five Thousand and no/100s Dollars ($25,000)in escrow as an earnest money deposit with Heritage Title Company (the "Title Company"), the address of which is Post Office Box 1980, 50 Chambers Avenue, Suite I, Eagle, CO 81631, telephone 970-328-5211, as escrow agent. The earnest money deposit is referred to as the"Deposit". The Deposit shall become non- refundable in the event the contingencies described in Paragraph 20 are satisfied or are waived by Buyer. If and when Closing(defined more fully below) occurs, the Deposit shall be applied to the Purchase Price. a. If Buyer has a right to terminate and timely terminates in accordance with the terms of this Agreement, Buyer shall be entitled to a return of the Deposit. b. Except as otherwise provided herein, Title Company shall release the Deposit as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Deposit, Title Company shall not be required to take any action. Title Company, at its option and sole and subjective discretion,may(1) await any proceeding, (2) interplead all parties and the Deposit into a court of competent jurisdiction, or(3)provide notice to Buyer and Seller that unless Title Company receives a copy of the Summons and Complaint or Claim(between Buyer and Seller) containing the case number of the lawsuit within one hundred twenty(120) days of Title Company's notice.to the Parties, Title Company shall be authorized to return the Deposit to Buyer. In the event the Title Company does not receive a copy of the lawsuit, and has not interpleaded the monies at the time of any Order, Title Company shall disburse the Deposit pursuant to the Order of the Court. c. Interest on the Earnest Money shall be paid to the party receiving it. 2 4. PURCHASE PRICE. The purchase price for the Conveyance Parcel, including the Deposit, shall be two million two-hundred and twenty-five thousand and No/100s Dollars ($2,225,000) (the "Purchase Price"). The Purchase Price is subject to an appraisal as set forth in Paragraph 6.b. below. At Closing, the Deposit shall be applied to the Purchase Price and the balance of the Purchase Price shall be paid in good funds, i.e. cash, certified funds, or by wire transfer of federal or other immediately available funds. Any modifications to the size of the Conveyance Parcel will adjust the price accordingly at a pro-rated amount of sixteen thousand dollars ($16,000.00)per acre. 5. CLOSING DATE. The closing of the transaction contemplated hereunder(the "Closing") shall be on or before April 30,2020 (the "Closing Date"). Possession shall be delivered to Purchaser as of the date of Closing. 6. SATISFACTORY INSPECTION AND REVIEW. Seller and Buyer expressly covenant and agree that Buyer's satisfaction upon the review and inspection provided for herein is a specific condition precedent to the obligation of Buyer to purchase the Conveyance Parcel. Buyer shall have a period in which to review the documents and to make the inspections or to perform the activities described below. This period of inspection(the "Inspection Period"), unless extended as provided herein or upon written agreement of the Parties, shall terminate on the earlier of(i)receipt by Seller of notice from Buyer that the Conveyance Parcel is suitable for purchase; or(ii) Midnight, Mountain Standard Time, April 16,2020. a. Documents. Not later than ten(10) days after the Effective Date, Seller shall provide, at Seller's expense to Buyer: (a) a title commitment issued by the Title Company, together with legible copies of the deed or deeds by which the Seller holds title to the Conveyance Parcel, legible copies of any instruments listed in the legal description for the Land, and legible copies of all exceptions to title, pursuant to which the Title Company shall issue to Buyer a standard coverage owner's policy of title insurance, including"gap" and mechanic's lien coverage, insuring title to the Conveyance Parcel as of the date of Closing in the amount of the Purchase Price and which shall delete or insure over the standard exceptions which relate to parties in possession,unrecorded easements, survey matters, and unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by Seller; (b)to the extent in SelIer's possession or known to and reasonably obtainable by Seller, copies of any plats, declarations, covenants, conditions and restrictions burdening the Land, surveys or maps of the Land,plans relating to the building improvements, and studies and reports regarding the soils or water or under the Land; (c) Seller shall deliver true copies all easements, liens, leases, or 3 1 ' other matters affecting the Land(including, without limitation, governmental improvements approved, but not yet installed) or other title matters (including without limitation, rights of first refusal and options)not shown of public records of which Seller has actual knowledge. i. Title Commitment for Conveyance Parcel. No later than ten (10) days following the dates the Parties approve the land survey plat described in Paragraph 6.g. below and any created Cabin Parcel described in Paragraph 6.h below, Seller shall cause new Title Commitments to be issued together with copies of any exceptions to title to the extent not previously provided to Buyer,pursuant to which the Title Company shall issue to Buyer a standard coverage owner's policy of title insurance, including "gap" and mechanic's lien coverage, insuring title access to the Conveyance Parcel in an amount representing the Purchase Price, which shall delete or insure over the standard exceptions which relate to parties in possession,unrecorded easements, survey matters, and unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by Seller. b. Appraisal. The Parties intend to have an appraisal performed on the Conveyance Parcel by Kevin Chandler or other qualified appraiser and as required by GOCO, the cost of which will be paid by Buyer. Any other appraisal desired or requested by Seller shall be paid for by Seller. In the event the Purchase Price set forth herein is greater than the Conveyance Parcel's appraised value as determined by the appraiser, Buyer shall have the right in its sole discretion to (i)negotiate a new Purchase Price based upon the appraisal with the Agreement remaining in full force and effect; or(ii)terminate the Agreement and the Deposit shall be promptly returned to Buyer. c. Property Disclosure. Not later than thirty(30) days after the Effective Date, Seller shall provide to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to Seller's actual knowledge concerning the Conveyance Parcel, including but not limited to all improvements on the Conveyance Parcel, current as of the date of this Agreement. d. Leases. Not later than thirty(30) days after the Effective Date, Seller shall provide to Buyer copies of any and all leases, including but not limited to, any residential, agricultural, fishing or recreational leases or agreements and written 4 e summaries of verbal agreements with third parties relating in whole or in part to the Conveyance Parcel and estoppel statements. Seller agrees not to enter into any new leases or verbal agreements relating in whole or in part to the Conveyance Parcel following the Effective Date. i. Tenant Estoppel Statements. Seller shall obtain and deliver to Buyer no later than thirty(30) days after the Effective Date statements from each occupant or tenant at the Conveyance Parcel attached to a copy of the occupant's lease or tenant's lease or written summary of verbal agreements with third parties and any amendments stating: a. the commencement date of the lease and the scheduled termination date of the lease; b. that said lease is in full force and effect and that there have been no subsequent modification or amendments; c. the amount of any advance rentals paid,rent concessions given, and deposits paid to Seller; d. the amount of monthly(or other applicable period)rental paid to Seller; e. that there is no default under the terms of said lease by landlord or occupant; and f. that the lease to which the estoppel is attached is a true, correct and complete copy of the lease demising the premises it describes. ii. Lease Termination. Buyer shall have the right in its sole discretion to require the Seller to terminate any of the leases or verbal agreements with third parties which are identified pursuant to Section 6.d.i, such termination to be effective as of the date of Closing. e. Taxes. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING 5 • 1 SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. f. Buyer's Option to Purchase and Right of First Refusal for Cabin Parcel. Buyer shall have the option, but not the obligation, to purchase said Cabin improvements at the stated value as determined by an appraisal paid for by the Seller pursuant to Paragraph 6.b above ("Option to Purchase"). Such appraisal shall be completed at least sixty(60) days from the Effective Date and Buyer shall have through December 10, 2019 to notify Seller of its intent to exercise the Option to Purchase herein. The appraisal shall be for the cabin improvements only as the Purchase Price already includes $16,000 per acre for the land underlying the Cabin Parcel (defined below). Upon written notice of such intent, Buyer and Seller shall work cooperatively to modify this Agreement to change the purchase price accordingly. In the event Buyer does not exercise this Option to Purchase and Seller creates a Cabin Parcel as described in Paragraph 6.h below, Buyer will obtain a right of first refusal to match any future offers with respect to the Cabin Parcel ("Right of First Refusal"). Prior to the Inspection Deadline, Buyer and Seller shall agree to a form of such Right of First Refusal. If the parties cannot agree to form,Buyer may terminate this Agreement. g. Land Survey Plat. The Parties acknowledge that in connection with the transaction contemplated under this Agreement, legal parcels will need to be created for the Retained Parcel and the Conveyance Parcel at Seller's sole cost and expense. On or before December 1, 2019, Seller's surveyor shall prepare a land survey plat to create the Retained Parcel and Conveyance Parcel. The land survey plat shall appropriately flag and locate all perimeter boundary corners of the Retained Parcel and Conveyance Parcel. Seller shall provide the surveyor with the documents for depiction on the land survey plat(or if not possible to be depicted, for inclusion of a survey note describing the document). Such land survey plat shall contain(i) the correct legal description for the Retained Parcel and Conveyance Parcel; (ii) all property dimensions of the Retained Parcel and Conveyance Parcel and the location of all boundary corners for the two parcels; (iii) the location of all easements,ditches,rights of ways and other matters revealed by a physical inspection of each parcel or the title commitment and are capable of being shown; and(v) the location of any all material improvements located on, under or encroaching onto Retained Parcel or Conveyance Parcel, including but not limited to, any and all buildings, driveways, paved areas, roads, poles, overhead power lines and fences. 6 j • The Parties acknowledge that pursuant to Section 5-280(B)(2)(a) of the Eagle County Land Use Regulations ("ECLUR"), the division of land in such a way that results in parcels of thirty five (35) acres or more, is exempt from the procedures and standards of ECLUR Section 5-280 concerning subdivision. In order to create the Retained Parcel and the Conveyance Parcel,the approved land survey plat will be filed in the land survey plat records with the Eagle County Engineering Department at the time of Closing. i. Review. Buyer and Seller shall each review and approve the proposed form of land survey plat during the Inspection Period. The Parties shall work amicably to address any matters identified by either Buyer or Seller on or before the expiration of the Inspection Period. The Parties agree to pursue a slight modification of boundaries between the Conveyance Parcel and Retained Parcel along the Hollingsworth Potter ditch in order to have the ditch remain entirely on the Conveyance Parcel. The Purchase Price will be modified to reflect any changes to acreage, through this provision or any other provision within this Agreement, at a pro-rated amount of sixteen thousand ($16,000)per acre. The Parties agree to split the cost of moving any existing fencing that may need to be relocated as a result of this modification. ii. Revised Title Commitments and Legal Description. No later than ten (10) days following the date the Parties approve the land survey plat creating the Retained Parcel and Conveyance Parcel, Seller shall obtain an updated title commitment for the Conveyance Parcel in accordance with the requirements of Paragraph 6.a.i. hereof. Further, the Parties agree that the legal description attached hereto as Exhibit A shall be revised by Seller's surveyor to reflect the legal description for the Conveyance Parcel. h. Subdivision of Cabin Parcel. In the event the Buyer does not elect to exercise its Option to Purchase the Cabin as described in Paragraph 6.f, the Seller may pursue a subdivision of one(1) acre of land inclusive of the cabin at the entrance to the Conveyance Parcel ("Cabin Parcel"). Such subdivision would require approval from Eagle County through the applicable provisions of Eagle County Land Use Regulations ("ECLURs"). Nothing herein shall be deemed a pre- approval of such land use application by Eagle County. Seller shall obtain such subdivision prior to the expiration of the Inspection Period at its sole cost. In the event Seller's land use application is not approved to its satisfaction by this time or by another date mutually agreed upon by the Parties, either Seller or Buyer 7 may terminate this Agreement and all earnest money plus interest will be returned to Buyer. In the event Seller obtains such subdivision, the Purchase Price shall be reduced by$176,000, which represents the$16,000 per acre for the underlying land and the$160,000 value assigned to the cabin improvements in the Purchase Price. Additionally, if the Cabin Parcel is created the Parties will agree to a form of access easement for this parcel prior to the Inspection Period. The Cabin Parcel will be subject to the Option to Purchase and Right of First Refusal as described in Paragraph 6.f above. If Seller chooses not to subdivide this Cabin Parcel, the Purchase Price will remain the same and the Conveyance Parcel will include the cabin and underlying acre. i. Revised Title Commitments and Legal Description. No later than ten(10) days following the date Eagle County approves a subdivision of the Cabin Parcel, Seller shall obtain an updated title commitment for the Conveyance Parcel in accordance with the requirements of Paragraph 6.a.i. hereof. Further, the Parties agree that the legal description attached hereto as Exhibit A shall be revised by Seller's surveyor to reflect the legal description for the Conveyance Parcel. i. Environmental Review. Buyer may directly or through consultants it may retain, conduct such environmental reviews as it determines necessary in its sole discretion. Seller shall remove all known trash, debris,junk vehicles and equipment, landfills, disposal sites, and any and all other items from the Conveyance Parcel prior to the Inspection Deadline, except the three(3) gas barrels; the thresher and any historical farm equipment. Seller will not move or relocate any additional historical farm equipment on to the Conveyance Parcel from the Effective Date of this Agreement through closing. j. Inspection. Buyer may, directly or through consultants it may retain, conduct such inspections of the Conveyance Parcel and improvements thereon as it determines necessary in its sole discretion, and shall indemnify and hold harmless Seller, to the extent allowed by law and without waiving any protections under the Colorado Governmental Immunity Act, as well as restore the Land if disturbed in this process. k. Mineral Remoteness Report. Buyer may engage consultants to perform a mineral study and to render an opinion on the likelihood of mineral development on the Conveyance Parcel. 8 I. Water Rights. Buyer may engage consultants to perform an evaluation and review of the Water Rights. m. Approval of Funding from Third Parties. Notwithstanding, anything to the contrary, this Agreement is contingent upon Buyer obtaining sufficient funding for the acquisition, as determined by the Buyer, in its sole discretion, during the Inspection Period. Buyer may terminate this Agreement on or before the expiration of the Inspection Period if it determines, in its sole discretion, it cannot obtain sufficient funding for the acquisition of the Conveyance Parcel, which notice shall be provided in writing. n. Approval by GOCO. Seller acknowledges that in the event GOCO provides funds toward the acquisition of the Conveyance Parcel, then GOCO shall have an opportunity to review and approve each of the matters identified in Paragraph 6 hereof including all of its subparts. Buyer shall obtain such approvals during the Inspection Period or shall identify GOCO's objections that may be reasonably addressed by Seller as set forth in Paragraph 6. In the event such approvals cannot be obtained or objections addressed to the satisfaction of GOCO,then Buyer may terminate this Agreement prior to the expiration of the Inspection Period. o. Publicity Letter. Seller agrees to execute such publicity letter(s) acknowledging grant of funds as may be required by GOCO or the future conservation easement holder. p. Due Diligence: Inspection; Right of Entry. Buyer or its designated consultants, agents and/or employees shall, upon forty-eight (48) hours advance notice to Seller, have the right to enter the Conveyance Parcel at reasonable times for surveying,mapping,physical and environmental inspection, conducting an appraisal, for preparation of a baseline report, and other reasonable purposes related to the transaction contemplated hereunder. Seller acknowledges and agrees that GOCO may schedule a visit to the Conveyance Parcel during the Inspection Period. Buyer shall restore the Conveyance Parcel to the same condition existing prior to any such investigations. Buyer, to the extent permitted by law, hereby indemnifies and holds harmless Seller from and against any and all claims, liens, damages, losses, and causes of action which maybe asserted by Buyer or Buyer's employees, agents, or any third party who enters upon the Conveyance Parcel or conducts tests related to the Conveyance Parcel at the request of or on behalf of Buyer or its agents, provided that such indemnification 9 and hold harmless shall not apply to claims arising out of the willful or wonton conduct of Seller. q. Easements and Agreements. The Parties shall agree to the form of the following documents during the Inspection Period. i. Access Easement. Buyer and Seller shall agree upon the terms of an access easement that will grant the Seller access across the Conveyance Parcel to the Retained Parcel(the "Access Easement"). The terms and conditions of the Access Easement shall be agreed upon before the expiration of the Inspection Period. It shall be determined the width of the present access road to the bridge over Brush Creek and to the Retained Parcel. IL Recreational Easement. Buyer and Seller shall agree upon the terms of an easement that will grant the Buyer public access across a portion of the Seller's Property(the "Recreational Easement"). The terms and conditions of the Recreational Easement shall be agreed upon before the expiration of the Inspection Period. iii. Lease. Seller desires to lease back a portion of the shop building located on the Conveyance Parcel after Closing("Lease"). The terms and conditions of the Lease shall be agreed upon before the expiration of the Inspection Period. iv. Septic Field Easement. In the event Seller requires a sewer line and septic field easement for its existing septic system or services lines associated therewith that may be located on the Conveyance Parcel,then Buyer and Seller shall agree upon the terms of such easement that will grant the Seller an easement to the extent the septic system or sewer line and related service lines encroach onto the Conveyance Parcel (the "Septic Field Easement"). The terms and conditions of the Septic Field Easement shall be agreed upon before the expiration of the Inspection Period. v. Well and Associated Lines Easement. In the event Seller requires an easement to accommodate its existing well and associated lines that service Seller's home located on the Retained Parcel, Buyer and Seller shall agree upon the terms of such easement (the"Well Easement"). The 10 terms and conditions of the Well Easement shall be agreed upon before the expiration of the Inspection Period. vi. Wildlife Corridor Document. Buyer and Seller shall agree upon the terms of an easement or restrictive covenant that will assure Buyer that a wildlife corridor is established across.a portion of the retained parcel to adjacent BLM land (the"Wildlife Corridor Document"). The terms and conditions of the Wildlife Corridor Document shall be agreed upon before the expiration of the Inspection Period. 7. ELECTION AT THE END OF THE INSPECTION PERIOD. During the Inspection Period, Buyer may make the physical and environmental inspections, applications, reviews, studies, appraisals, evaluations, surveys, approval of required documents as described in Paragraph 6 and all of its subparts and to approve the land survey plat creating the Retained Parcel and the Conveyance Parcel, all as required to satisfy itself and GOCO as to the acceptability and suitability of the Conveyance Parcel and the availability of funding from third parties(collectively, the "Condition of the Conveyance Parcel") for purchase of the Conveyance Parcel. Should, for any or no reason and in its sole discretion, Buyer not be satisfied that the Conveyance Parcel is acceptable or suitable for acquisition, Buyer shall notify Seller in writing on or before the expiration of the Inspection Period of its dissatisfaction, at which time this Agreement shall be considered null and void and of no further force and effect and the Deposit shall be promptly returned to Buyer;provided, however, if the objections of Buyer are to title or other defects or other matters identified by Buyer which Seller can reasonably cure within a forty-five(45) day period following the receipt of notice from Buyer, Seller shall have such period to cure such defects to the reasonable satisfaction of Buyer. Buyer shall, at any time,have the right to waive the conditions precedent to its performance under this Agreement before the end of the Inspection Period and if Buyer elects to waive the conditions precedent to its performance and to terminate the Inspection Period, this Agreement will remain in full force and effect and the Deposit shall become non- refundable except as otherwise provided herein. 8. CLOSING DOCUMENTS. Seller and Buyer shall cooperate with the Title Company to enable the Title Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing Instructions. At Closing, Seller shall (i) execute and deliver to Buyer a General Warranty Deed in a form acceptable to Buyer, conveying good, marketable and insurable title to the Conveyance Parcel, free and clear of all liens, encumbrances and other exceptions as are of record and are approved during the Inspection Period; (ii) execute and deliver to Buyer a Special Warranty Deed in a form acceptable to Buyer, conveying the Water Rights; (iii) to the extent applicable, a certificate that Seller is not a resident alien, as defined in the internal Revenue Code and Treasury Regulations promulgated thereunder, in accordance with Section 1445 of the Treasury Regulations, or such other certificate or document necessary to comply with Section 1445 of the Internal Revenue Code and such documents as are required to comply with Colorado law with respect to withholding from a nonresident seller; (iv) Seller and Buyer agree and acknowledge that C.R.S. § 39-22-604.5 provides that in case of any conveyance of a Colorado real property interest, the person or party providing closing and settlement services shall be required to withhold an amount equal to 2% of the sales price or the net proceeds resulting from such conveyance, whichever is less, when the transferor is a non-resident of the State of Colorado. Seller shall be obligated to either comply with the withholding requirements of C.R.S. § 39-22-604.5 or provide an affidavit in form and content satisfactory to the Title Company,which certifies that Seller is not subject to the withholding requirements; (v) Seller shall deliver to Buyer at Closing an affidavit, on a form acceptable to the Title Company and signed by Seller that no labor or materials have been furnished to the Conveyance Parcel within the statutory period for filing of mechanics' or material-man's liens against the Conveyance Parcel. If labor or materials have been furnished during the statutory period, Seller shall deliver to the Title Company and to Buyer an affidavit signed by Seller and the person or persons furnishing the labor or materials that the costs thereof have been paid; (vi) and such additional instruments and documents as may be reasonably required by Buyer or the Title Company in connection with the consummation of the transaction contemplated hereby. 9. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver the Closing documents identified in Paragraph 8 hereof and title shall transfer as set forth herein. 10.TAXES. Seller shall pay all general taxes and assessments and all sale, excise,transfer and deferred and recapture taxes of any type, for the Conveyance Parcel for the current year and all years prior to Closing. Seller shall remain responsible after Closing for the payment of all taxes associated with the Retained Parcel and Cabin Parcel if retained by Seller. 11. COSTS AND FEES. Closing fees shall be paid equally by the Parties. The premium for the title insurance policy for the Conveyance Parcel and endorsements described above shall be paid by Seller. All recording costs shall be paid by Seller. Sales and Use Tax and other applicable taxes for the Conveyance Parcel shall be pro-rated to date of Closing. Payment of taxes to the date of Closing on the Conveyance Parcel will be a final settlement. Any water, sewer or other utility charges applicable to the Conveyance Parcel 12 shall be pro-rated to date of Closing and such pro-ration shall be a final settlement. Any on-going taxes, water and sewer charges or other utility charges, assessments or fees concerning the Retained Parcel or Cabin Parcel if retained by Seller are and shall remain the sole responsibility of Seller. Each party shall pay for the costs of their attorneys and consultants in performing work in connection with this Agreement and Closing. 12.REPORTING OF TRANSACTION. The Title Company shall prepare and file promptly after the closing contemplated by this Agreement, the required forms with the Internal Revenue Service pursuant to Section 6045(e)(2) of the Internal Revenue Code, as amended. The Title Company is designated as the party responsible for filing a Form 1099 with the Internal Revenue Service promptly after Closing, to the extent required by the Internal Revenue Code and Treasury Regulations. 13. CONDITION OF THE LAND,REPRESENTATIONS. Except for the representations and warranties as specifically set forth in this Section 13, the Land, improvements, fixtures, structures, and equipment, including the cabin if not retained by Seller, are sold "as is-where is"with no warranty express or implied as to anything including fitness, habitability, value, use, geological or any condition, fault, or purpose. As of the date of this Agreement and as of the date of Closing, Seller warrants and represents the following: a. Seller is the record owner of the Conveyance Parcel, including specifically, without limitation,the sand, gravel and minerals, and Water Rights. As of the Closing Date, Buyer will have good and marketable title to the Conveyance Parcel, including insurable access thereto, and Seller shall ensure that all mortgages or deeds of trust,mechanics and material-man's liens are released. b. Seller has not received any notices, demands or deficiency comments from any mortgagee of the Conveyance Parcel from any state, municipal or county government or any agency thereof with regard to the Conveyance Parcel. c. There are no actions, suits, proceedings or investigations pending, or to Seller's knowledge threatened, against or affecting the Conveyance Parcel, or arising out of Seller's conduct on the Conveyance Parcel or which would affect the ability of the Seller to fulfill its obligations under this Agreement. Seller shall provide copies of any notices, actions, suits, proceedings, investigations of any type affecting the Conveyance Parcel, including, without limitation, any notices affecting the taxation, assessment, assessment classification, zoning, or permitted uses of the Conveyance Parcel received at any time prior to or after Closing. 13 d. To the best of Seller's knowledge, Seller is in compliance with the laws, orders, and regulations of each governmental department, commission, board, or agency having jurisdiction over the Conveyance Parcel those cases where noncompliance would have a material adverse effect on the Conveyance Parcel. e. Other than this Agreement, and any other Leases or other agreements affecting the Land which Buyer shall have an opportunity to review and address as set forth in Paragraphs 6 and 7 hereof, Seller is not party to or subject to or bound by any agreement, contract or lease of any kind relating to the Conveyance Parcel. There are no rights of possession to the Conveyance Parcel or options or rights of first refusal in third parties, or rights of access across the Conveyance Parcel by third parties. f. To the best of Seller's knowledge, the Conveyance Parcel is not in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on,under or about the Conveyance Parcel, including,but not limited to, soil and groundwater conditions. Neither Seller, nor to the best of Seller's knowledge any third party, has used, generated,manufactured, refined,produced, processed, stored or disposed of on, or under the Conveyance Parcel or transported to or from the Conveyance Parcel any Hazardous Materials nor does Seller intend to use the Conveyance Parcel prior to Closing Date for the purpose of generating manufacturing,refining,producing, storing, handling, transferring, processing or transporting Hazardous Materials. For the purpose hereof, �- " ne "Hazardous Materials" shall mean any flammable explosives, radioactive materials,asbestos, , organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of"hazardous substances", "hazardous material"or"toxic substances"in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq., the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et. seq., the Resource Conservation and Recovery Act, 42, U.S.C. Sec. 6901 et. seq., or any other federal, state or local statute, law, ordinance, code,rule, regulation, order, decree or other requirement of governmental authority regulating, relating to or imposing liability or standard of conduct concerning any hazardous, toxic or dangerous substance or material, as now or at any time hereafter in effect, and in the regulations adopted,published and/or promulgated pursuant to said laws and any materials or substances including petroleum products as defined in ASTM Standard E 1527-05. To the best of Seller's knowledge there are no underground 14 storage tanks situated on the Conveyance Parcel; to the best of Seller's knowledge no such tanks have been previously situated thereon, except for three (3) empty gas tanks stored above ground, which Buyer can use or remove. To the best of Seller's knowledge there are no landfills, disposal sites or contamination on the Conveyance Parcel. Upon execution of this Agreement by Seller through the date of Closing, Seller shall not store, use,handle and dispose of any Hazardous Material on the Conveyance Parcel. Seller has not received any notice that the Conveyance Parcel will be the subject of any investigation by any governmental or other entity. Seller shall comply with Eagle County weed control mandates. g. No representation,warranty, or statement made herein by Seller contains any untrue statement of any material fact or omits to state any material fact necessary in order to make such representation, warranty, or statement not misleading. h. Each and every document, schedule, item and other information prepared by Seller, or to which Seller is a party, delivered by Seller to Buyer hereunder, shall be true and not materially misleading. i. Seller is duly authorized and has taken all necessary actions to execute and perform this Agreement and this Agreement is enforceable against Seller in accordance with its terms. j. Seller shall not grant or convey any easement, lease, encumbrance, license, permit or any other legal or beneficial interest in or to the Conveyance Parcel without the prior written consent of Buyer, nor shall Seller knowingly violate any law, ordinance, rule or regulation affecting the Conveyance Parcel. 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 Conveyance Parcel. Further, Seller agrees to pay, as and when due, any and all encumbrances on and taxes, assessments and levies in respect of the Conveyance Parcel as provided for in this Agreement. 14. CONDITION OF LAND,LIABILITY. Except as specifically set forth in Section 13 above, Seller has made no representations and warranties concerning the Conveyance Parcel and its condition. During the Inspection Period the Buyer has the right to inspect the condition of the Conveyance Parcel. However, without regard to any inspections made by Buyer, nothing in this Agreement shall relieve either party of liability for misrepresentation, breach of warranty or failure to reasonably inspect the Condition of the Conveyance Parcel. 15 15. PRESERVATION OF PROPERTY; RISK OF LOSS. a. Preservation of Land. Except as otherwise set forth herein, Seller agrees that the Conveyance Parcel shall remain as it now is until Closing,that no timber, crops, sand, gravel,minerals, improvements, fixtures or any other part of the Conveyance Parcel shall be sold or removed, and that Seller agrees that is shall neither use nor consent to any use of the Conveyance Parcel for any purpose or in any manner that are not permitted under the terms of this Agreement. Buyer consents to the continuation of existing agricultural activity on the Conveyance Parcel prior to Closing. In the event that Seller shall use or consent to such use of the Conveyance Parcel, Buyer may,without liability, refuse to accept the Conveyance Parcel,in which event the Deposit shall be refunded; or alternatively it may elect to accept the Conveyance Parcel with a price adjustment for the change in circumstances, and/or maintain an action against the Seller for damages. b. Property Damage. In the event the Conveyance Parcel or inclusions are damaged by fire, other perils or causes of loss prior to Closing in an amount of not more than ten percent of the total Purchase Price ("Property Damage"), Seller shall be obligated to repair the same before Closing. In the event such damage is not repaired within said time or if the same exceeds such sum, this Agreement may be terminated at the option of Buyer and the Deposit shall be promptly returned to the Buyer. Buyer shall have the right to terminate under this Paragraph 15.b. on before the Closing, based on any Property Damage not repaired before Closing and the Deposit shall be promptly returned to the Buyer. Should Buyer elect to carry out this Agreement despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that were received by Seller resulting from such damage to the Conveyance Parcel,plus the amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller has not received such insurance proceeds prior to Closing,the Parties may agree to extend the Closing, or at the option of Buyer, assign such proceeds at Closing, plus credit the Buyer the amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase Price. c. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Conveyance Parcel or inclusions, Seller shall promptly notify Buyer, in writing, of such condemnation action. Buyer shall have the right to terminate under this 16 Paragraph I5.c. on or before Closing based on such condemnation action, in Buyer's sole and subjective discretion and upon such termination the Deposit shall be refunded to Buyer. Should Buyer elect to consummate this Agreement despite such diminution of value to the Conveyance Parcel, Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in value of the Conveyance Parcel but such credit shall not include relocation benefits or expenses, or exceed the Purchase Price. 16.LIQUIDATED DAMAGES; DEFAULT. a. Seller's Remedies. In the event that(i) all of the conditions and contingencies to this Agreement for the benefit of Buyer shall have been satisfied, or waived by Buyer, (ii) Seller shall have fully performed or tendered performance of its obligations under this Agreement, and (iii)Buyer shall be unable or shall fail to perform its obligations under this Agreement,then the entire amount of the Deposit shall be retained by Seller as liquidated damages under this Agreement, and Buyer shall have no further liability to Seller. Buyer and Seller hereby acknowledge and agree that Seller's damages would be difficult or impossible to determine and that the amount of the Deposit is the Parties' best and most accurate estimate of the damages Seller would suffer in the event the transaction provided for in this Agreement fails to close, and is reasonable under the circumstances existing as of the date of this Agreement. Buyer and Seller agree that Seller's right to retain the Deposit shall be the sole remedy of Seller in the event of a breach of this Agreement by Buyer. b. Buyer's Remedies. If Seller shall fail to consummate the transaction contemplated hereunder for any reason, or if such transaction shall fail to close for any reason other than default by Buyer, Buyer may elect, at Buyer's sole option: (i)To terminate this Agreement and be released from its obligations hereunder, in which event the Deposit shall be promptly returned to Buyer; or(ii) To proceed against Seller for specific performance of this Agreement. In either event, and in the event of any other violation of the terms of this Agreement, Buyer shall have the right to seek and recover from Seller all damages suffered by Buyer as a result of Seller's default in the performance of its obligations hereunder, including reasonable attorney fees and costs. In no event shall Seller be liable for consequential or punitive damages for Seller's failure to consummate the transaction or close. 17. NOTICES. All notices required or permitted hereunder will be deemed to have been delivered upon sending of such notice. All notices required or permitted hereunder shall 17 be given by hand delivery, or sent by email, or sent by Federal Express or other overnight courier for delivery at the soonest possible time offered by such courier, directed as follows: If to Seller: The Charles P. Ridgway Trust and The Julianne Tolbert Ridgway Trust Attention: Goodman and Wallace P.C. P.O. Box 1886 Edwards, CO 81632 Telephone: (970) 926-4447 Email: John @goodrnanwallace.com If to Buyer: Eagle County, Colorado 500 Broadway Post Office Box 850 Eagle, Colorado 81631 Attention: Diane Mauriello, Manager of Open Space Telephone: (970) 328-8698 Email: Diane.Mauriello@eaglecounty.us With a copy to: Eagle County Attorney's Office 500 Broadway Post Office Box 850 Eagle, Colorado 81631 Attention: Holly Strablizky, Assistant County Attorney Telephone: (970) 328-8695 Email: Holly.Strablizky@eaglecounty.us 18. MISCELLANEOUS. a. No Broker. Seller and Buyer represent to each other that no brokers are involved in this transaction. Each party,to the extent permitted by law, shall defend, indemnify and save the other party harmless from and against any and all claims, suits, expenses, or attorneys' fees for any real estate brokerage commission and brokerage charges caused by such party. 18 b. Assignment. This Agreement and any documents executed in connection therewith shall not be assigned by Seller or Buyer without the prior written consent of the other party(which consent maybe withheld in said parties' sole discretion), and any assignment without such prior written consent shall be null and void. c. Binding Effect. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties' heirs, executors, administrators, successors and assigns. d. Exhibits. The exhibits hereto constitute an integral part of this Agreement and are hereby incorporated herein. e. Counterparts. This Agreement may be executed in counterparts, all of which shall constitute one agreement which shall be binding on all of the Parties, notwithstanding that all of the Parties are not signatories to the original or the same counterpart. Signatures may be evidenced by facsimile or electronic transmissions, including pdf copies of this Agreement and shall be deemed original signatures for all purposes. f. Severability. If any provision of this Agreement shall be held invalid, the other provisions hereof shall not be affected thereby and shall remain in full force and effect. g. Entire Agreement. This Agreement represents the entire agreement of the Parties and may not be amended except by a writing signed by each party thereto. h. Authority. Each party to this Agreement warrants to the other that the respective signatories have full right and authority to enter into and consummate this Agreement and all related documents. i. Merger. The obligations, covenants, representations, warranties, indemnitees and remedies set forth in this Agreement shall not merge with transfer of title but shall survive the Closing. j. Further Actions. Each party shall execute and deliver or cause to be executed and delivered any and all instruments reasonably required to convey the Conveyance Parcel to Buyer and to vest in each party all rights, interests and benefits intended to be conferred by this Agreement. In the event of termination of this Agreement by Buyer, as provided herein, Seller shall promptly execute 19 such documents as are reasonably required by the Title Company and by Buyer for return of the Deposit to Buyer. k. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. I. Offer. When signed and delivered to the Seller by Buyer,this Agreement will constitute an offer to the Seller that can be accepted only by the Seller signing and delivering to Buyer an executed original of this Agreement on or before(but not after) July 31, 2019. Buyer may withdraw such offer in writing at any time prior to its acceptance. Upon acceptance by Seller, this Agreement shall become binding conditioned upon ratification by the Board of County Commissioners at a regularly scheduled and public meeting. Upon acceptance by Seller, Buyer shall immediately schedule said public meeting. m. Legal Counsel. Each party to this Agreement has had the opportunity to consult with independent legal counsel of their own choice or have voluntarily declined to seek such counsel. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties. n. Good Faith. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not limited to, exercising the rights and obligations under this Agreement. o. Recitals. The recitals set forth above are hereby incorporated into the Agreement. 19. SATURDAYS, SUNDAYS,HOLIDAYS. If the final date of any time period of limitation set out in any provision of this Agreement falls on a Saturday, Sunday or a legal holiday under the laws of the state of Colorado, then the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 20. BUYER'S CONTINGENCIES. Specific contingencies to Buyer's obligation to perform hereunder are(1)the approval of this Agreement, in its sole discretion by the Board of County Commissioners after a recommendation from OSAC; (2) the Buyer being satisfied in its sole discretion with the Condition of the Conveyance Parcel prior to or at the end of the Inspection Period; (3) there being no unacceptable change in the Condition of the Conveyance Parcel after the end of the Inspection Period and prior to Closing as determined by Buyer in its reasonable discretion. If any contingency is not met or waived by the Buyer, without regard to whether the Buyer has otherwise accepted 20 the Condition of the Conveyance Parcel, then this Agreement shall be null and void, and the Deposit shall be promptly returned to the Buyer. 21. COMPLIANCE WITH FEDERAL LAW. Each party hereby represents and warrants to the other that (A)neither the party making the representation, nor any persons or entities holding any legal or beneficial interest whatsoever in the party making the representation, are(i)the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of Treasury("OFAC"); (ii) designed by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 entitled "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism" (September 23, 2001) or any executive order of the President issued pursuant to such statutes or(iii)persons or entities with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224) or other governmental action; and(B)the activities of the party making the representation do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder. Each party further covenants and agrees to promptly deliver to the other any documentation that the other party,may reasonably request in order to confirm the accuracy of the representations and warranties made in this Paragraph. 22. APPROVAL BY BOARD OF COUNTY COMMISSIONERS. Seller understands that this Agreement must be approved and ratified by the Board of County Commissioners at a regularly scheduled and public meeting following a funding recommendation by OSAC. Upon acceptance of the Agreement by Seller, Buyer shall schedule a meeting before OSAC for the committee's evaluation and recommendation. Within twenty(20) days of the OSAC recommendation, Buyer shall schedule a public meeting before the Board of County Commissioners. This Agreement will become effective upon Board of County Commissioners' affirmative motion on the same. In accordance with applicable public finance law and notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no obligations under this Agreement nor shall any payment be made to Seller without an appropriation thereof in accordance with a budget adopted by the Board of County Commissioners. All obligations payable beyond the current fiscal year are subject to funds being available and appropriated prior to Closing. 21 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. SELLER: The Charles P. Ridgway Trust and the Julianne Tolbert Ridgway Trust BY: ' Its: -` Date: ¶- / S / / By Its: BUYER: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: / ,eanne McQuee e hair 22 EXHIBIT A DESCRIPTION OF THE LAND Parcel A: Tract 66, Tract 67, and the N112 of Tract 72 and the N1/2 of Tract 73, all in Sections 13, 14, 23, and 24, Township 5 South, Range 84 West of the 6th P.M. Excepting therefrom, a strip of land 20 feet in width as particularly described in Book 82 at Page 475 of the Eagle County records. Also excepting that portion of subject property conveyed in Warranty Deed recorded October 13, 1905 in Book 72 at Page 112 Also excepting that portion of said Tract 73 lying East of the County Road, more particularly described as follows: Commencing at Corner No. 2, Tract 73, thence S. 89°50'00" E. along the north boundary of Tract 73, 1,368.15 feet to the East right of way of said County Road and the true point of beginning; thence southerly on a curve to the right, having a central angle of 11°58'40" a radius of 506.69 feet, a long chord of 105.75 feet with a bearing of S. 02°59'50" E. an arc length of 105.92 feet; thence continuing along the East right of way S. 02°59'00" W. 262.58/feet; thence along a curve to the left, having a central angle of 12°30'30" a radius of 492.67 feet an arc length of 107.33 feet; thence continuing along the East right of way S. 09°31'30" E. 391.43 feet; thence along a curve to the right, having a central angle of 03°27'20"a radius of 5,759.58 feet an arc length of 347.36 feet; thence continuing along the West right of way S. 06°04'10" E. 628.12 feet to the East boundary of Tract 73; thence along the East boundary of Tract 73 due North 1,657.71 feet to the NE corner of Tract 73; thence N. 89°50'00"W. along the North boundary of Tract 73, 147.54 feet to the true point of beginning. Also excepting a tract of land conveyed by Special Warranty Deed dated October 1, 1990 to Steve Jones and Linda Jones, recorded October 2,1990 in Book 539 at Page 285. Also excepting a tract of land conveyed by Warranty Deed dated September 5, 1997 to Adam's Rib Ranch Corporation and Kummer Development Corporation recorded September 8, 1997 in Book 738 at Page 415, Also excepting Lots 1, 2, 3, Parcel A and Salt Creek Road, Ridgway Homesites, according to the plat recorded February 16, 1988 in Book 479 at Page 53. County of Eagle, State of Colorado. 23 EXHIBIT A-1 DESCRIPTION OF WATER RIGHTS The Water Rights(as defined in the Agreement)to be conveyed to Buyer at Closing include,but are not limited to the following, and will be more specifically identified by the Parties and memorialized in an amendment to this Exhibit A-1 during the Inspection Period; 1. All right,title, and interest in and to any and all Water Rights that Seller owns or has an interest in or that have been historically used on, or attached,allocable or are appurtenant to the Conveyance Parcel; and 2. Seller's interest in the Hollingsworth Potter Ditch; and 3. Seller's interest in the Hollingsworth Potter No.2 Ditch; and 4. Seller's interest,if any, in the McKenzie Ditch. 24 EXHIBIT B MAP OF THE LAND 25 . ,-..-,,,,--.---.,,.---_-,-..:„--t.,---.::„..;.--„,_?..--.:zt...t.f.:',':**".,•.;,.•:"-,41,5i'••• 7,•:: .•"I '.-,. 41,',.;-•••"•••**,--;"--••••"'",,,,•."‘t•;,5e.,..4'...,,,I.-A. ....,„, .,. : ., -..,,-,- -1.•: ,,,f"-,:::::•" ?-r-C'?f i*i.-."7;i;.".• -•;-•"• .:•:"4.'''*;-*-^4.":* •*,.*'',' ',,..' •,.. ,:••,‘"'"*,-4,,,,WV**4,,f14:*:*-;Littf„-,-,,„,:::::*;*7,:i4; t,',..*,' .,,..„.., ,,,..1.,,,.1...,..,,.4.2,..,.. \-i-,--• .- .-;-.--,.-,.--r-: --."! ..:---.Y.t;.-..`-''.-..A-' -, "*-!- -'-%(•- 4--tr14'--:--:':'-'•4?''''4'.-:'(-44 24A-4:''''*- - -A. 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