RESOLUTION NO. 14 SERIES OF 2021  ARESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF CARBONDALE, COLORADO, AUTHORIZING THE. ACCEPTANCE OF A  DONATION OF REAL PROPERTY (Town Center Lots)  WHEREAS, the current owner ofl Lots 17 and 18, Town Center Filing #1 According to the Plat' Thereof Recorded March 25, 2003 as Reception No. 623529, and Lots 1,2,3,4,5,6,7, 8,9, 10, 13, 14, 15 and 16, Town Center Filing #2 According to the Plat Thereof Recorded February 4, 2005 as Reception No. 6682 (all collectively the "Property") has proposed to donate such Property to the Town of Carbondale, subject to a perpetual private, non-exclusive parking easement to be reserved by the current owner in the southeastern portion ofLot 17, Town Center  Filing #1 ("Lot 17 Parking Easement"); and  WHEREAS, the Town of Carbondale is willing to accept a deed to confirm such donation, subject to the Lot 1 Parking Easement, provided that in SO doing the Town shall assume no maintenance obligations or other liabilities in connection with the Lot 17 Parking  Easement; and  WHEREAS, the donation of the Property is tol be memorialized by a Special Warranty Deed, and the terms of the Lot 17 Parking Easement will be subject to a related Parking Easement Agreement to be executed by the parties in connection with this proposed donation.  NOW,THEREFORE, BEI ITIS RESOLVED BY THE BOARD OF TRUSTEES OF The Mayor and Town Staff are hereby authorized to take such actions and execute such documents as may be necessary in order for the Town to accept a Special Warranty Deed for the Property to confirm this donation and establish the Lot 171 Parking Easement, including the execution of a Donation Agreement, al Parking Easement Agreement, and all other documents reasonably necessary to confirm the donation, the Lot 17 Parking easement and/or owner's title insurance coverage for the Town related to the Property. All documentation shall be subject to  THE TOWN OF CARBONDALE, COLORADO, THAT:  the review and approval of the Town Attorney prior to execution.  INTRODUCED, READ, AND PASSED this 29"d day of December, 2021.  TOWN OPCARBOXDALE - COLORADO 15  By:  Dan Richardson,  Mayor  ATTEST:  A E Kevin Schorzman, EPSEALAe  Gayibaiye  COLORADO    AGREEMENT FOR: DONATION OF REAL PROPERTY  This Agreement for Donation of Real Property ("Agreement") is made this3" day of December, 2021 ("Effective Date") by and between BREN SIMON, individually and as sole trustee of the Bren Simon Revocable Trust dated 10/10/1998 (the "Trust"), as amended, and PICKWICK HOLDINGS LLC (collectively, Grantor)ofwhich the Trust is sole member and the' TOWN OF CARBONDALE, COLORADO, a Colorado home rule municipal corporation ("Grantee"). The Grantor and the Grantee are referred to together as the "Parties".  BACKGROUND AND PURPOSE  A. Grantor is the owner of real property in the Town of Carbondale, Colorado legally described as Lots 17 and 18, Town Center Filingi #1 According to thel Plat" ThereofRecorded March 25, 2003 as Reception No. 623529, and Lots 1,2.3,4,5.6,7,8.9.10, 13,14, 15 and 16, Town Center Filing #2 According to the Plat Thereof Recorded February 4, 2005 as Reception No.  668233, County of Garfield, State of Colorado (the "Property").  B.  Grantor is willing to donate the Property as a charitable contribution to Grantee  to be used by Grantee for exclusively public purposes and Grantee is willing to accept Grantor's  donation, upon the terms and conditions set forth in this Agreement. which isacknowledged by the parties, Grantor and Grantee agree as follows:  NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of  AGREEMENT  1. Donation. On or prior to December 31, 2021, and in any case to be effective as oft the end of the day on December 31, 2021, Grantor shall irrevocably transfer, assign and convey all oft the Grantor's right, title and interest in and to the Property at no cost to Grantee except that Grantor shall specifically retain aj permanent private parking easement int thes southeast portion ofLot 171 large enough for four parking spots. The terms and conditions ofthe parking easement as well as the legal description for the parking easement will be set forth in a separate Parking Easement Agreement to be entered into by thel Parties andi recorded after thel Property has been donatedto1 the Grantee. Thet termsofsuchl Parking Easement Agreement shall include, without limitation, Grantor's right to exclusive use and possession oft the parking easement and the ability ofthe Grantee upon prior written agreement with and consent by the Grantori toi install utilities, drainage or other improvements underneath or above thej parking easement provided such utilities, drainage or other improvements do not materially interfere with Grantor'su use of the easement forj parking purposes. Grantee shall accept thel Property on the terms and conditions of this Agreement. The Grantee agrees and acknowledges that the donation oft the Property (except for the retention of the parking easement) by the Grantor is being made for exclusively public purposes and the Grantee agrees to use the Property for exclusively public purposes within the meaning of Section 170(c)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). The Grantee agrees that, to the extent it determines that the Property cannot be used exclusively for public purposes and should be sold, the net proceeds of any such sale shall also be used for exclusively public purposes. Further, the Grantee represents that iti is aj political subdivision ofthe State of Colorado within the purview of Section 170(c)(1) of the Code, and that it is eligible to    receive a charitable donation of real property provided the gift is made for exclusively public  purposes. 2.  Documentation of Donation. Concurrently with the execution of this Agreement, the Grantee has provided the Grantor with a copy of the resolution of the Board of Trustees for the Town of Carbondale approving the Grantee's agreement to accept the donation of the Property (subject to the easement being retained by Grantor). Further at Grantor'srequest, Grantee wills sign and deliverto Grantor an IRS Form 8283 that has been prepared by Grantor, acknowledging receipt oft the donation, but Grantor will be solely responsible for stating the value ofthe donated property  on IRS Form 8283. 3.  Grantee'sInvestigation- The Granteacknowledges that it is accepting the Property solely in reliance on the Grantee's own investigation of the Property and that such Property is in "as is, where is" condition with all faults, defects, latent or otherwise. The Grantor makes no representations or warranties, express or implied, or arising by operation oflaw, including but not limited to, any warranty as to condition, merchantability, or fitness for aj particular use or purpose (including but not limited to the intended use) with respect to any portion of the Property. 4. Title Insurance. Grantor has ordered a title commitment from Title Company of the Rockies ("TCOR"), pursuant to which TCOR has committed to insure the Town of Carbondale's ownership of the Property with owner's title insurance coverage in the amount of $1,700,000, subject to fulfillment of the various requirements and subject to the title exceptions listed in such title commitment. Closing is contingent on Grantee's satisfaction with the condition oft title to the Property prior to closing. The Grantee may elect to obtain, at its sole expense, an owner's policy oftitle insurance for the Property. Grantor shall reasonably cooperate with any customary seller-  side requirements for title insurance to issue to the Grantee.  5.  Closing.  5.1 Time and Place. The closing of the conveyance of the Property shall occur at a place and on such date and time mutually agreed upon by the parties, but in no event later than  9:00 pm (Mountain) on December: 31, 2021.  5.2 Procedure. On the Closing Date, the following shall occur:  (a) Conveyance: Grantor shall convey the Property to Grantee by Special  Warranty Deed, subject to the parking easement and exceptions in the title commitment that Grantee is willing accept. Grantor shall convey and Grantee shall accept the Property in the form  ofan in-kind donation and charitable gift with no monetary exchange.  (b) Real Property Taxes and Other Assessments: Grantor shall be responsible  for paying all real property taxes and all other assessments including HOA assessments, levied against the Property that have accrued through the date ofclosingi including all 2021 property taxes payable to Garfield County in 2022 and any other future property taxes to be associated with the  parking easement reserved by Grantor.  2  4875-0649-9335.2    (c) Possession: Grantor shall provide Grantee with possession oft the Property (d) Closing Costs: Grantee shall pay all costs of closing including the owner's (e) Donee Acknowledgements: At Closing, the Grantee agrees that it will  at closing.  title policy, TCOR'sreal estate closing fee, recording fees and documentary fees, if any.  execute that "Donee Acknowledgement" section ofl Internal Revenue Service Form 8283 and any other contemporancous acknowledgment in a form satisfactory to Grantor acknowledging receipt 6. Publicity. The Grantee shall not publicize the donation or initiate any press releases or other similar voluntary releases of information concerning this transaction to the press or the general public ina any manner or form without the prior written approval of] Bren Simon orl her legal counsel. Notwithstanding the foregoing, the Grantor acknowledges that as a local government entity in Colorado, Grantee is subject to all requirements of the Colorado Open Meetings Law 7. No Goods or Services/Return Benefit. The Grantor confirms that the donation of the Property is being made without any expectation of return benefit, including without limitation receipt of goods or services, in consideration (in whole or inj part) of the donation. The Grantee also confirms that no return benefit, including without limitation goods or services, have been or will be provided to the Grantor in consideration (in whole or in part) for the donation, and agrees to provide the Donor with a written acknowledgement to that effect as oft the Closing Date.  of delivery ofthe deed to the Property.  (COML) and the Colorado Open Records Act (CORA).  8.  Default.  8.1 Grantor Remedies: If Grantee is in default under this Agreement, Grantor may terminate this Agreement by written notice to Grantee and the parties shall then be released from  all obligations under this Agreement.  8.2 Grantee Remedies: If Grantor is in default under this Agreement, Grantee may terminate this Agreement by written notice to Grantor and the parties shall then be released from  all obligations under this Agreement.  9.  Notices and Other Deliveries. Any notice required or permitted to be delivered by this Agreement shall be deemed properly delivered upon receipt by the party to whom the notice is to be delivered. Notices may bel hand delivered, sent by first-class mail, return receipt requested, with postage prepaid, by nationally recognized overnight delivery service, or transmitted by electronic mail, provided the sender can show the recipient' 's receipt of the electronic mail delivery. Notices  shall be addressed and delivered as follows:  3  4875-0649-93352    Ifto Grantor:  PICKWICK HOLDINGS LLC clo Randy Metz 329 Main Street Carbondale, CO 81623 met@paremethw.com TOWN OF CARBONDALE, COLORADO clo Interim Town Manager 511 Colorado Avenue Carbondale, CO81623 kschorzman@carbondaleco.net with copy to: Mark E. Hamilton, Town Attorney Holland & Hart LLP 600 E. Main St., Suite 104 Aspen, CO 81611 mehamilton@hollandhar.com  Ifto Grantee:  10. General Conditions. This Agreement shall not be assignable by either party. This Agreement shall inure to the benefit ofand be binding upon the heirs, personal representatives and successors ofthe parties. Time iss strictly oft the essence with respect to each and every provision of this Agreement. The laws of Colorado will govern the enforcement and interpretation of this Agreement. No subsequent modification of any of the terms of this Agreement shall be valid or enforceabler unless made in writing and: signed byt the parties. ThisA Agreement, together rwiththevarious documents contemplated by this Agreement, including the Special Warranty Deed and Parking Easement Agreement, constitute the entire agreement between the parties relating to Grantor's donation ofthe Property to Grantee, and supersedes any prior or contemporaneous agreements, representations, understandings or arrangements between thel Parties pertaining tot the same: subject matter, whether oral or written. Ifa any provision of this Agreement is found to be invalid or unenforceable, it may bes severed from the Agreement by court order and the remainingp provisionsoft the Agreement shall continue to be binding and effective. Each Party that is not an individual represents that any persons signing this Agreement on its behalf have the power and authority to sign on behalf of such Party and to carry out its obligations hereunder and the transactions contemplated hereby. Each oft the Parties, shall, at the reasonable request ofany other Party from time to time, execute and deliver such other assignments, transfers, conveyances and other instruments or documents, and do and perform in good faith such other acts as may be necessary or desirable for effecting complete consummation of this Agreement and the transactions contemplated therein, and/or maintaining, perfecting, recording and registering the right, title and interest oft the Grantee in and to thel Property and Grantor's retention of the parking easement as contemplated hereunder. This Agreement may be executed incounterparts, and electronically transmitted signatures shall have  the same effect as original signatures.  [Signature pagefollows)  4  4875-0649-93352    GRANTOR:  PICKWICK HOLDINGS LLC ac Colorado limited liability company  By:.  (Title)  Date  Bren Simon, individually and as Trustee of the Bren Simon Revocable Trust, dated 10/01/1998, as amended  GRANTEE:  THE TOWN OF CARBONDALE a Colorado home rule municipal corporation  By: AL iefoglal  Dan Richardson, Mayor  Date  ATTEST: By:  /2-29-2/ Date  AR Cathy-Derby, Towncterk  Kevin Schorzman, Interim Town Monager  5  4875-0649-9335.2    GRANTOR:  PICKWICK HOLDINGSLLC aColorado limited liabilitspcompany   By:  Date 12/3r20z1  A V OM  Bren Simon, individually andas' Trustee Revocable Trust, dated 10/01/1998, as amended  Bren Simon  dfhhel  GRANTEE:  THE' TOWN OF CARBONDALE a Colorado home rule: municipal corporation  By:  Dan Richardson, Mayor  Date  ATTEST: By:.  Cathy Derby, Town Clerk  Date  5  4875-0649-9335.2    ACKNOWLEDGMENT OF RECEIPT OF DEED (Town of Carbondale, Colorado)  This Acknowledgment of Receipt of Deed (this Arkmowledgment"), dated and effective as of this 30/aay ofDecember, 2021 (the' "Effective! Date"), is executed by the' TownofCarbondale, Colorado,  aColorado home rule municipal corporation (the "Town of Carbondale").  RECITALS  A.  Pickwick Holdings LLC, a Coloradol limited liability company (the' "Company")has: (1)executed ac deed (the "Deed") conveying that certain real property as described on Exhibit A (attached hereto and incorporated herein by this reference) to the Town of Carbondale to be effective as ofl December 31,2021; B. The Town ofCarbondale is executing this Acknowledgment to acknowledge receipt ofc delivery of  and (2) has delivered the Deed to the Town of Carbondale. the Deed from the Company on the Effective Date.  ACKNOWLEDGMENT  NOW THEREFORE, in furtherance oft the foregoing recitals, the Town of Carbondale has caused Acknowledgment. By the execution of this Acknowledgment, the Town of Carbondale hereby Electronic Transmission. The signature to this Acknowledgment transmitted by facsimile, e-mail, or other electronic transmission shall be deemed to be an original signature. A signed copy of this Acknowledgment delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy oft this Acknowledgment.  this Acknowledgment to be executed to acknowledge its receipt oft the Deed. acknowledges receipt oft the Deed from the Company on thel Effective Date.  1. 2.  IN WITNESS WHEREOF, this Acknowledgment has been duly executed to be effective on the  Effective Date.  Town of Carbondale, Colorado, a Colorado home rule  municipal corporation  By:  AR Name: Kevin Schorzman Title: Interim Iown Maneger  4882-9865-8055    EXHIBIT A  Lots 17 and 18, Town Center Filing #1 According to the Plat Thereof Recorded March 25, 2003 as Reception No. 623529, and Lots 1.2.3.4.5.67.89.10, 13, 14, 15 and 16, Town Center Filing #2 According to the Plat Thereof Recorded February 4, 2005 as Reception No. 668233, As reflected on the Deed, the Company also EXCEPTS and RESERVES unto itself aj permanent parking easement int the southeast portion ofLot 17 large enough for four parking spots as reflected on Exhibit B.  County of Garfield, State of Colorado  4882-9865-8055    EXHIBITB Parking Easement  4882-9865-8055    88133335  9B8R  133815 Hlt  91'60L M.00,0.00s #7  7  a  S9'80L 3,00.S0.0ON  .00'0S M00,SLOOS  .0-.01  007  V  0'801 SO'ESZ M00,s000s (VENV NOWNOD AEISYN) V JOVAL.    RECORDING REQUESTED BY AND WHENI RECORDED MAIL TO: Town of Carbondale, Colorado clo Cathy Derby, Town Clerk 511 Colorado Avenue Carbondale, Colorado 81623  SPECIAL WARRANTY DEED  THIS DEED is effective December 31, 2021, and is made between PICKWICK HOLDINGS, LLC, a Colorado limited liability company ("Grantor"), whose street address is 329 Main St., Carbondale, CO81623, and the' TOWN OFCARBONDALE, COLORADO,a Colorado home rule municipal corporation ("Grantee"), whose street address is 511 Colorado Ave.,  Carbondale, CO81623.  The Grantor for and in consideration of the sum ofTen Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells and conveys to the Grantee and the Grantee'ss successors and assigns forever the following real property, together with any improvements thereon, (the "Property") in the County of Garfield and State of Colorado: Lots 17and 18, Town Center Filing #1 according tot the Plat thereofrecorded March La1.23.4347.49105 14, 15 and 16, Town Center Filing Subdivision No. 2 according to the Plat thereof recorded February 4, 2005 as Reception No.  25, 2003 as Reception No. 6235291; and  668233.  TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, ori in anywise appertaining, the reversions, remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the Grantee and the Grantee's successors and assigns forever. The Grantor, for the Grantor and the Grantor's successors and assigns, does covenant, grant, bargain and agree toa and with the Grantee and the Grantee's successors and assigns, that at the time of the ensealing and delivery of these presents, the Grantor is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate ofinheritance, in law, in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form aforesaid, and that the same is free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature soever, except easements, restrictions, reservations, covenants and rights-of-way of record, if any; and the Grantor also hereby EXCEPTS and RESERVES unto itself a permanent parking    easement upon an 800: s.f. (201 feet widel by 401 feet long) portion ofLot17,Town Center. Filing #1, in thel location set forth on Exhibit A, fori four parking spaces that arei intended to benefit adjacent Lot 19, Town Center Filing #1. The terms and conditions of the reserved parking easement as well as the precise legal description of such easement shall be set forth and governed by a separate Parking Easement Agreement being entered into by Grantor and Grantee that willl be The Grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, and the Grantee's successors and assigns, against all and every person or persons lawfully claiming the whole or any part thereof The singular number shall include the plural, the plural the singular, and the use of any gender The Property is being conveyed by the Grantor to the Grantee as a contribution or gift made for exclusively public purposes within the meaning of section 170(c)(1) of the Internal Revenue  recorded subsequent to this Special Warranty Deed.  by, through or under Grantor. shall be applicable to all genders.  Code of 1986, as amended.  THIS DEED WAS GIVEN FOR NOMINAL CONSIDERATION (LESS THAN $500), IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth above.  THEREFORE, NODOCUMENTARY FEE ISPAYABLE.  PICKWICKI HOLDINGSI LLC, a Colorado limited  liability By:  M  STATE OF COLORADO County of Gaxheld  ) )ss. )  The foregoing instrument was acknowledged before me this Bo"aay of Derembex, 2021, by Randy S. Metz, as Manager OfPICKWICK: HOLDINGS LLC, a Colorado limited  liability company.  Witness my hand and official seal. My commission expires: s2m2  Dnue Notary Public  ANNA KAREN RAMIREZ-PAVON NOTARY PUBLIC STATE OF COLORADO 2 NOTARY ID3 20144031397 My Commission Expires August 11,2 2022  4863-2484-4551.3    EXHIBIT A  Attach Parking Easement Exhibit showing 4 10' x2 20' parking spaces in southeastern portion of  Lot 17, Town Center Filing No. 1  3  4863-2484-4551.3    TRACT A (MASTER COMMON AREA) sopos'oo'w 253.03 108.03  E  I  9 a 40-0 10-0,  1 '  $001500W 50.00'  2  NOOOS'OCE 108.65  M  Ly  S000s'00W 109.46'  4TH STREET  s::s:s EEEEE E sa  /    STATEMENT OF AUTHORITY  1. This Statement of Authority relates to an entity' named PICKWICK HOLDINGS LLC, a Colorado limited liability company, and is executed on behalf of the entity pursuant to the  provisions of Section 38-30-172, C.R.S.  2. The type of entity is a:  corporation nonprofit corporation limited liability company general partnership limited partnership other:  registered limited liability partnership registered limited liability limited partnership limited partnership association government or governmental subdivision or agency trust (Section 38-30-108.5, C.R.S.)  3. The entity is formed under the laws of the State of Colorado.  4. The mailing address for the entity is 329 Main Street, Carbondale, CO 81623. 5. The name and position of the person authorized to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf oft the entity are: 6.2 The authority of the foregoing persons to bind the entity is K not limited  Randy S. Metz, Manager  limited as  follows: nla  7. Other matters concerning the manner in which the entity deals with interests in real property:  Dated: Dtc 30 2021  Stode DF Colbyado CoUnhy DF  Goyfieu  PICKWICKI HOLDINGS LLC, a Colorado limited  liability company 30 By:  TVL foiegoirg mshument WAS Qenowpledgud blfbre me mis doy Dt Detember, ,2024, by Aandy  A  a Coloradb  ST metz,as morayex Dt PICLwiCK Hoidungs uc,  and oficial seal  umihud lilbilihy  WDtruss mwy hand Omnollrin  Company  commission EypIyes Cug 1, 2022  'This form should not be used unless the entity is capable oft holding titlet to real property. 2The absençe ofa any limitation shall be prima facie evidence thatr no such limitation exists. The statement ofa authority must be recorded to obtain the benefits ofthe statute.  ANNA, KARENI RAMIREZ-PAVON NOTARY PUBLIC NOTARY STATEOF ID COLORADO #20144031397 My Commission Expires August 11,2022  No. 1112. Rev. 8-01. STATEMENT OF AUTHORITY  4869-5110-6823.1    STATE OF COLORADO County of  )ss.  The foregoing instrument was acknowledged before me this  day of  2021, by Randy S. Metz, as Manager of PICKWICKI HOLDINGS LLC, a  Colorado limited liability company. Witness my hand and official seal. My commission expires:  Notary Public  'This forms should not be used unless the entity is capable ofl holding titlet to real property. ?The absence ofa any limitation shall be prima facie evidence that nos such limitation exists. Thes statement ofa authority must be recordedt to obtain the benefits of the: statute.  No.1112. Rev.8-01. STATEMENT OF AUTHORITY  4869-5110-6823.1