Auction Terms and Conditions
(Parelli Ranch Auction)

All bidders and participants in this auction sale hereby agree that they have read and fully understand the following terms. By participating in this auction sale, bidders and participants further agree to be bound by the terms and conditions of auction contained herein.

General Information: United Country Western Land & Lifestyle Properties (herein as "AUCTIONEER") has a
contract with the Parelli Pagosa Properties LLLP (herein as "SELLER") to offer at public sale (herein as "AUCTION"), the property commonly referred to as the Parelli Ranch (herein as "PROPERTY"), consisting of 318+/- acres of deeded land (herein as "LAND"), associated mineral rights (if any) (herein "MINERAL RIGHTS"), associated wells, ponds, and water rights (herein as "WATER RIGHTS"), and assignment of an associated Agricultural Lease for grazing of an additional 328+/- acres of adjacent land owned by the State of Colorado (herein as "GRAZING LEASE") and a Recreational Lease for year-round horseback riding and winter horse-drawn sleigh rides of an additional 200+/- acres of adjacent land owned by the State of Colorado (herein as "RECREATIONAL LEASE"). The Property will be offered to the public at a live onsite auction, accompanied by online and telephone bidding (as required).
The Auction is with reserve, and all bids received at auction are subject to seller(s) confirmation.

Auction Date & Time: The auction will be held on Friday, June 30th, 2023 at 3:00 PM (MST).

Auction Location: The auction will be held at the Parelli Ranch, 1134 Parelli Institute Dr., Pagosa Springs,
Colorado 81147. There are multiple hotels in the area, if overnight travel is needed.

Bidder Registration: To receive a bid card and participate at the Auction, all prospective Bidders must present a valid form of photo identification (driver's license) the morning of the auction. Any Bidder unfamiliar to the Seller or the Auction Company may be required to submit a letter of financial credit and good standing from their bank, and should be prepared to present said proof upon request. Seller reserves right to waive proof of financial credit and good standing at time of Auction registration.

Buyers Premium: a Five Percent (5%) Buyer's Premium shall be added to any winning bid placed at the auction, which will determine the total contract price to be paid by the successful Bidder(s).

Method of Auction: The property will be offered as a single tract in its entirety, including the Land, appurtenant
mineral rights (if any), Water Rights, and assignment of the Grazing Lease and Recreational Lease of State lands.

Title Insurance & Deed: Seller shall provide an owner's title insurance policy to the Buyer in the amount of the
purchase price, at the Seller's expense. The Property shall transfer by General Warranty Deed.

Real Estate Taxes: The 2022 and prior years taxes will be paid by the Seller. The 2023 taxes shall be prorated to the date of closing.

Property Inspection: It is the sole responsibility of the Bidder to:
a) perform all inspections (legal, environmental, economic, or otherwise) of the Property and to be
satisfied as to its condition prior to bidding;

b) review all property information and due diligence materials;

c) independently verify any information Bidder deems important, including information available in public
records; and

d) inquire of public officials as to the applicability of and compliance with state land leases, uses,
environmental laws, zoning, building and health & safety codes and ordinances and any other local, state
or federal laws and regulations.

Property Preview Instructions: Auctioneer strongly recommends that any prospective Bidder personally inspect the Property prior to the Auction. To find scheduled times to visit the Property and perform an inspection, the Bidder and/or Bidder's Broker should contact Auctioneer. You can reach the Auction Company (Rob Gash) at (970) 986-2955.

Onsite property preview dates have been scheduled for Monday, June 12 and Monday, June 26, both starting at 11:00AM (MST). All Property Previews should be performed prior to participating in the auction event.

Acceptance of Bids (Winning Bidder, a/k/a Buyer):

1) Once a bid is approved by the Seller and upon being declared the successful winning bidder, the Bidder will be required to place into escrow with the closing company a non-refundable down payment (earnest deposit) in the amount equal to Five Percent (5%) of the total contract price. The Deposit, due by the first legal banking day following the Auction Date, shall be: a) in U.S. Funds; b) paid by a wire transfer or cashiers or personal check; and c) held by the Closing Company pending completion of the closing process. Bidder shall take possession of the Property upon successful closing and transfer of title, subject to any matters contained in the Title Commitment and the Real Estate Auction Sales Contract.

2) The Bidder shall immediately execute and deliver a completed Real Estate Auction Sales Contract together with all related Addenda for the Property at the Auction. The fully executed Real Estate Auction Sales Contract shall control all terms and conditions of the sale and constitute the entire agreement between Buyer and Seller. In the event of any conflict between these Terms and Conditions of Sale and the Terms and Conditions of said Real Estate Auction Sales Contract, the Terms and Conditions of the Real Estate Auction Sales Contract shall prevail.
NO CHANGES TO THE TERMS AND CONDITIONS OF THE REAL ESTATE AUCTION SALES CONTRACT WILL BE PERMITTED.
BUYER WILL BE REQUIRED TO EXECUTE THE REAL ESTATE AUCTION SALES CONTRACT "AS-IS" ON THE AUCTION DATE. THIS SALE IS NOT CONTINGENT ON THE BUYER'S ABILITY TO OBTAIN FINANCING.

3) If for any reason the Bidder fails or refuses to deposit the required funds on the Auction Date, or on the first
legal banking day following the Auction Date, or fails to execute the Real Estate Auction Sales Contract
immediately after being confirmed as the winning Bidder, the Seller, at the Seller's sole discretion, may declare the Bidder's rights forfeited and may re-sell the Property, and/or may seek damages from said Bidder for losses incurred by Seller for Bidder's failure to act in accordance with the terms and conditions as specified herein.

4) Cash Sale: Bids placed in the Auction are NOT subject to the Bidders ability to obtain financing, so all Bidders must have their financing arranged prior to bidding at the auction. The Down Payment (earnest deposit) is a "non-refundable" deposit in the event a Bidder cannot complete closing.

5) Closing will be held at Colorado Title and Closing Services, Address 456 Lewis St, Pagosa Springs, CO 81147 and closing is scheduled to be on or before Friday, July 28, 2023. The closing agent is Sara Townsend and she can be reached at 970-247-5464, stownsend@coloradotitleservices.com.

Conveyance of Water Rights: Seller and Seller's related entity, Pat Parelli International Study Center, Inc., shall
convey all right, title and interest in and to all ditch and ditch rights, water and water rights, whether surface,
groundwater or storage rights, and wells and well rights appurtenant to the Property. All water rights will be
conveyed by bargain and sale deed or other applicable legal instrument without warranty of title. Seller shall
expressly convey the following well permits and water rights:

a) Wells and well rights associated with Colorado Division of Water Resources Well Permit Nos. 69088-F, 223103, and 223104;

b) Water rights for the following structures decreed in Case Nos. 98CW4 (Dec. 13, 2000) and 06CW112
(Dec. 19, 2013), Water Division 7: Guest House Spring, Guest House Pond, Main House Pond, Lodge
Pond, Upper Parelli Pond No. 1; Upper Parelli Pond No. 2, and Lower Pond;

c) Water rights for the following structure decreed in Case Nos. 09CW5 (March 17, 2010) and 16CW3009 (Sept. 9, 2016), Water Division 7: Parelli Well; and

d) The augmentation plan decreed in Case No. 09CW4 (March 17, 2010), Water Division No. 7.

Assignment of Grazing Lease and Recreational Lease: Seller and Seller's related entity, Parelli Natural Horse-Man-Ship, Inc., as Lessee Agricultural Lease No. 112525, commencing September 27, 2019 for a ten-year term, and Recreational Lease No. 115113, commencing March 1, 2023 for a five-year term, with the State of Colorado State Board of Land Commissioners, shall assign to Buyer at Closing all rights, duties, and obligations under the Grazing Lease and Recreational Lease and all duties and liabilities under each Lease shall transfer to Buyer. Seller makes no representations or warranty as to the assignability of the Grazing Lease and Bidder acknowledges that acceptance of such assignment by the State of Colorado is subject to evaluation of an assignment application and decision by a review panel in accordance with applicable State laws, rules, and policies.

Conservation Easements: Portions of the Property are encumbered by the terms and conditions of one or more conservation easements held by the La Plata Open Space Conservancy. By participating in the Auction, Bidder acknowledges the significance, restrictions, and limitations of said easements on the use of the Property and that all such restrictions and obligations shall be transferred to Buyer at Closing.

Survey: The Property is legally described and no survey is required to close this transaction. In the event
Bidder/Buyer desires a survey of the property, it shall be at the sole expense of the Bidder/Buyer.
Conveyance of Mineral Rights, If Any: Seller makes no representations as to the ownership of any mineral rights underlying the Property, but shall convey any interest Seller has in the mineral rights underlying the Property by separate mineral deed without warranty of title.

Buyer's Broker Guidelines: Upon the Closing of the transaction contemplated herein, Auctioneer shall be paid a commission pursuant to a separate written agreement between Auctioneer and Seller. If a Buyer's Broker is
properly registered with the Auctioneer in accordance with the guidelines specified within the Buyer's Broker
Registration Form, then at closing, the Buyer's Broker shall be paid a commission of two percent (2%) of the high bid amount as shown on the Auction Sales Contract. If for any reason whatsoever (including the default of any party hereto), the Closing hereunder does not occur, then no commission shall be due and payable to Buyer's Broker. To qualify for a commission, the Buyer's Broker must register the prospect, using the Buyer's Broker Registration Form provided by the Auctioneer. There will be no exceptions to the guidelines and no oral registrations will be accepted. No Broker will be recognized that is participating as a principal, buyer, or partner in the purchase.

Disclaimer:
1) Personal on-site inspection of the Property is recommended and the bidders are advised to independently verify all information they deem important. This Property is being sold "AS-IS", "WHERE-IS" and with "ALL-FAULTS". The Seller and Auctioneer have not made, will not make, and hereby disclaim, any representation or warranty, whether expressed or implied or statutory, whether oral or written, with respect to the Property, including, without limitation, any warranty as to its value, condition, acreage, square footage, suitability, merchantability, marketability, operability, zoning or subdivision regulations, mineral rights, wind rights, water rights, lease rights, environmental condition or fitness for a particular use or purpose. No Guarantees are given as to the availability of utilities or accesses, or the permitted or allowable uses of the Property.

2) Neither the Seller, its attorneys, any broker, nor the Auctioneer, shall be liable for any relief including damages, rescission, reformation, allowance or adjustments based on the failure of the Property, including, but not limited to, amount of acreage, square footage, zoning, and environmental condition to conform to any specific standard or expectation, or to any third-party documents or information.

Agency Disclosure: The Auctioneer and Broker are acting exclusively as the agent for Seller in this transaction and is to be paid a fee pursuant to a separate written agreement between Seller and Auctioneer. The Auctioneer is not acting as agent in this transaction for any Bidder. Any third-party broker is not a subagent of Auctioneer.

Equal Opportunity: All bidding is open to the public. The Property is available to qualified Bidders without regard to a prospective Bidder's race, color, national origin, religion, sex, familial status, or physical handicap.

Miscellaneous:
1) All decisions of the Auctioneer are final as to the methods of bidding, disputes among Bidders, increments of bidding, and any other matters that may arise before, during, or after the Auction. Seller reserves the right to deny any person admittance to the Auction or expel anyone from the Auction who attempts to disrupt the Auction.

2) The Property, in whole or part, is subject to sale prior to the Auction.

3) Bidders are given notice that the Auction may be video or audio recorded and photographed.

4) Auctioneer reserves the right to accept or reject any bidding via the internet, by telephone, or by written bid.

5) All announcements made Auction Day supersede any prior oral or written statements. The Seller reserves the right to announce additional Terms and Conditions of the sale prior to or during the Auction.

6) Rob Gash, Colorado Broker ER.100037774.

AUCTIONEERS FOR THIS AUCTION ARE SELLING AGENTS ONLY AND MAKE NO REPRESENTATIONS CONCERNING THE PROPERTY WHATSOEVER.

THE RANCH: The Ideal Destination for Horsemanship A Legendary Ranch For Sale In Pagosa Springs Over 600± Acres Of Colorado Land For Sale Wake up to a beautiful sunrise over the surrounding wooded hills, and breathe in the cool, clean, fresh mountain air as you bask in the ambiance of the pristine mountain meadows. Saddle up and exercise your favorite horse at an elevation that will make him/her a stronger performer at the next event. The ranch consists of 318± acres of deeded land and 328± acres of state-leased land, leaving the possibilities wide open. It features rolling grass meadows and wooded hillsides bordering the San Juan National Forest. With plenty of pasture for grazing cattle, the sub-irrigated meadows in the valley could also be put back into hay production if desired. The property has multiple spring-fed ponds, depending on the season, and the property includes horse and livestock-friendly "saw buck" fencing. THE HOME: A Peaceful Mountain Home A Log-Sided Home In Pagosa Springs, Colorado The ranch's main home is log-sided with quality finishes including tiled floors and solid granite slab kitchen counters. The kitchen features high-end stainless steel appliances. The home features 2 bedrooms and 1 ¾ bathrooms. A peaceful covered patio with a fire pit and outdoor furniture on the south side provides the perfect place to spend the evenings as the sun goes down over the scenic landscape. Entertain your guests with a nice bbq and play some music under the patio lights. Ride your horse right up under the east side covered patio which has a horse wash bay and drainage system. The heat source is a propane forced air furnace and there is an air conditioner that keeps the house cool. With a nice lighted and covered carport on a concrete slab you can pull right up to the front door and walk right into the house. There is a metal shop on the property for storing you toys or use as a workshop for projects. THE FACILITIES: Unlimited Potential Uses Horse Training Failities Event Hosting Spaces The ranch has the potential to easily host multiple events simultaneously while attendees can stay on-site in one of the guest cabins, RV sites, or camping areas. The ranch is well equipped to accommodate large groups of people with numerous cabins on the ranch, RV hookups, and endless camping areas. The upstairs of the lodge has rooms for guests. Showers are downstairs along with the full commercial kitchen and dining area. In addition to the main home, there is also a modular home on the property for staff or your ranch foreman. In all, the property has 15 cabins, 28 RV sites, numerous camping sites, and two guest rooms upstairs in the lodge. The property includes numerous outdoor stalls, round pens, tack rooms, wash bays, training areas, two full-size arenas, a covered training arena, a 12-stall horse barn with a tack room, and two lean-to horse stalls. The equestrian improvements on this property cater to anyone in the horsemanship training industry. Several spacious arenas and training areas provide an excellent opportunity for hosting diverse equine activities. These encompass a range of disciplines such as cutting horse training, team roping, barrel racing, reining, dressage, working ranch horses, and numerous other horse-related clinics. Possible uses for the property include: - Summer Ranch - Dude Ranch - Nature Teaching Center - Horse Clinic Facility - Cattle Ranch - Trophy Ranch -Corporate Retreat Facility - Nature Wellness Center - Equestrian Training & Boarding Center - Agribusiness Learning Center - Agri-Tourism - Recreational Farms ABOUT PAT PARELLI: A History of Horsemanship The Famous Pagosa Springs Ranch The Perfect Equine Property Now For Sale For decades people have come from across the globe to visit this renowned ranch, truly a horse lover's destination that offers an opportunity for horsemanship and education from Pat Parelli. Since moving to the property in 1995, Parelli has remodeled the house, installed roads, and constructed several buildings, arenas, corrals, and more. Pat's hard work is evident when one sees the property and the ranch is a testament to his dedication, making it a perfect fit for a seasoned horseman or equestrian enthusiast. Born in 1954 in Livermore, California, Parelli developed a passion for horsemanship in his youth and began participating in the rodeo circuit. In the '70s and early '80s, Parelli challenged himself to begin training mules and rose to public prominence. His success in professional rodeos led to a mentorship with Troy Henry, where he was taught to be not just a horse trainer, but a horseman. Since, Parelli has traveled the world to conduct clinics in front of millions, even including President Ronald Reagan, Tom Selleck, Tony Robbins, and the Queen of England. Eventually, Parelli found the perfect home for Parelli Natural Horsemanship and settled into the now-famed ranch in Pagosa Springs. ABOUT PAGOSA SPRINGS, COLORADO: Refreshingly Authentic A Ranch Near Pagosa Springs, Colorado One of the greatest features of the ranch is also its close proximity to Pagosa Springs. In just five minutes, you can go from riding your horses on miles of mountainous trails to sitting on the patio of a restaurant lining the quaint main street. Home to "The World's Deepest" hot springs, Pagosa Springs is located along Highway 160. The town is a summer tourist destination and is loaded with places to shop and dine. The year-round outdoor activities in the surrounding area are numerous and include golf, hot air balloons, paddle boarding, fishing, biking, and skiing.