Rio Grande - Haywood Contract/Scope of Work

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ii.Ownership of the Property Owner is the sole owner in fee simple of the Property as of the Effective Date of this Grant,Owner is the record owner of the Property,and at closing Grantee shall receive good and marketable title to the Easement,subject to those matters of record revealed in the Title Commitment and those matters disclosed to Grantee and the State. iii.Other Agreements Owner is not a party to,or subject to,nor bound by any agreement,contract,or lease of any kind relating to the Property that would conflict with Owner's performance under the purchase and sale contract with Grantee other than those matters of record revealed in the Title Commitment and found acceptable to the State. iv.Pending Actions There are not any actions,suits,proceedings,or investigations pending or,to Owner's knowledge, threatened,against or affecting the Property,or arising out of Owner's actions or inactions related to the Property. B.Grantee to the State Grantee makes the following representations and warranties to the State,each of which was relied on by the State in entering into this Grant: i.Grantee's Intent Grantee intends that the Conservation Values of the Property be preserved and protected in perpetuity, and that any uses be prohibited that would diminish or impair the Conservation Values or that otherwise would be inconsistent with the purposes of the Easement. ii.Legal Authority—Grantee Signatory Grantee warrants that it possesses the legal authority to enter into this Grant,and,if Grantee is not a natural person,that it has taken all actions required by its procedures,by-laws,and/or applicable laws to exercise that authority,to lawfully authorize its undersigned signatory to execute this Grant,and to bind Grantee to its terms. If requested by the State,Grantee shall provide the State with proof of Grantee's authority to enter into this Grant within 15 days of receiving such request. iii.Qualified Holder Grantee is qualified to hold easements under CRS§38-30.5-101 et seq.,which provides for conservation easements to retain or maintain land,water,airspace,or water rights,predominantly in a natural,scenic, or open condition,or for wildlife habitat,or for agricultural,horticultural,wetlands,recreational,forest, or other use or condition consistent with the protection of open land,environmental quality or,life- sustaining ecological diversity. 13.DEFAULT-TIME IS OF THE ESSENCE-REMEDIES Time is of the essence hereof. If any note or check received or any other payment due hereunder is not paid, honored or tendered when due,or if any other obligation hereunder is not performed or waived as herein provided,there shall be the following remedies: A.Grantee in Default If Grantee is in default,all things of value received or performed hereunder shall be forfeited by Grantee and the Parties shall thereafter be released from all obligations hereunder.It is agreed that such forfeiture is the State's sole and only remedy for Grantee's failure to perform Grantee's obligations under this Grant.The State waives the remedies of specific performance and additional damages. B.The State in Default If the State is in default,all things of value received or performed hereunder shall be forfeited by the State and the Parties shall thereafter be released from all obligations hereunder. It is agreed that such forfeiture is Grantee's sole and only remedy for the State's failure to perform its obligations under this Grant.Grantee waives the remedies of specific performance and additional damages. 14.NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party,and is entitled to provide all approvals and consents on behalf of the the Party they represent unless unless specifcally noted otherwise Page 7 of 12