PROPERTY EXCHANGE & CONVEYANCE AGREEMENT RECITALS

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3 PROPERTY EXCHANGE & CONVEYANCE AGREEMENT This Property Exchange and Conveyance Agreement ( Agreement ) is entered into as of the date of execution by and between Laramie Church of Christ, Inc., a Wyoming non-profit corporation (hereinafter referred to as the Church ), whose address is 1730 E. Custer Street, Laramie, Wyoming 82070, and The City of Laramie Wyoming, a Wyoming municipal corporation (hereinafter referred to as City ), whose address is 406 Ivinson Street, Laramie, Wyoming (collectively referred to as the Parties ). RECITALS A. Whereas, the City is the owner of the following described undeveloped real property located Southwest of the intersection of Garfield Street and Regency Drive in the City of Laramie, Wyoming: A tract of land in the NE1/4NW1/4 of Section 2, T15N, R73W of the 6 th P.M., Albany County, Wyoming more particularly described as follows: Beginning at the W1/16 corner common to Section 35 and said Section 2 monumented by a surveyor s cap stamped PLS 2927 ; Thence S E feet along the south line of Lot 2 and Lot 3, Block 3, Regency Village Additions to the City of Laramie, Wyoming to the SE corner of said Lot 3 monumented by a surveyor s cap stamped PELS 674 ; Thence S W feet along the westerly right of way of Regency Drive to a point monumented by a 5/8 rebar; Thence feet along said right of way, a curve concave to the east, radius = 360, chord bears S E to a point monumented by a surveyor s cap stamped PELS 674 ; Thence S W feet along the boundary of the Recreation Center Site Final Plat known as Lot 2, Block 1 of the Turner Tract Addition to the City of Laramie, Albany County, Wyoming to a point monumented by a surveyor s cap stamped PLS 2927 ; Thence N E feet along the west line of said NE1/4NW1/4 of Section 2 to the point of beginning. Basis of bearing for description is said west line of the NE1/4NW1/4 of Section 2, i.e. N E. Said tract contains 3.59 acres more or less. (Hereinafter referred to as the Regency Property ); Property Exchange & Conveyance Agreement, Page 1 of 9 pages.

4 B. Whereas, the Church is the owner of, or has equitable ownership in and to, the following described undeveloped real property located North of the current termination of Arapaho Drive and Banock Drive (North of Kiowa Park) in the City of Laramie, Wyoming: Lot 18, block 5 of the Indian Ridge Subdivision 2nd Addition to the City of Laramie, Wyoming is located in the SE1/4 of Section 26, T16N, R73W of the 6th P.M., Albany County, Wyoming and more particularly described as follows: Beginning at a point on the easterly line of Indian Hills Eighth Addition to the City of Laramie, Wyoming from which the E1/4 corner of said section 26 bears N 58 57' 21" E feet; Thence East feet; Thence S 22 24' 30" E feet to a point on the northerly boundary of Indian Hills 2 nd Addition to the City of Laramie, Wyoming; Thence S 64 19' 14" W feet (record S 64 56' 50" W) feet along said boundary line; Thence S W feet; Thence S 65 21' 41" W feet along said boundary line; Thence S 30 25' 08" E feet along said boundary line; Thence S 67 53' 40" W feet along said boundary line to the northerly corner common to said Indian Hills 2 nd Addition and Indian Hills Eighth Addition to the City of Laramie, Wyoming; Thence N 89 52' 50" W feet to a point on the boundary line of said Indian Hills Eighth Addition; Thence N 0 06' 35" W feet (record N 00 14' 00" W) along said east line and easterly boundary of Indian Hills Eighth Addition to the point of beginning. Said lot contains 7.42 acres, more or less. (Hereinafter referred to as the Indian Ridge Property ); C. Whereas, the Parties understand that the Final Plat for the Indian Ridge Subdivision 2 nd Addition, subdividing and platting the Indian Hills Property, has not been submitted for approval or approved to date. However, in order to effectuate the conveyances contemplated herein, pursuant to this Agreement, the Parties agree to subdivide and plat the Indian Ridge Property as set forth at Exhibit A; D. Whereas, the Regency Property was appraised by a certified appraiser to have a value of $3.60 per square foot. There are approximately 156,380.4 square feet in the Regency Property, giving the Regency Property an appraised value of $562,969.44; E. Whereas, the Indian Hills Property was appraised by a certified appraiser to have a value of $1.75 per square foot. There are 323,073 square feet in the Indian Hills Property, giving the Church s property an appraised value of $565,377.75; Property Exchange & Conveyance Agreement, Page 2 of 9 pages.

5 F. Whereas, the City would like to acquire the Indian Hills Property from the Church for the extension of Kiowa Park and other public uses; G. Whereas, the Church would like to acquire the Regency Property from the City for the development of the property for religious facilities; H. Whereas, the Church and the City agree that the Indian Hills Property is a suitable location for a municipal park; I. Whereas, the Church and the City agree that the Regency Property is a proper and permitted location for the development of religious facilities; and, J. Whereas, the Parties are in agreement to exchange their respective properties with each other, by conveying the properties to the other by Warranty Deed, subject to the terms and conditions of this Agreement. AGREEMENT For and in consideration of the recitals, mutual promises, covenants and agreements contained herein, it is understood and agreed between the Parties as follows: 1. CONDITIONS PRECEDENT: This Agreement, and the Parties obligation to performance hereunder, at or prior to Closing (as defined below), is expressly subject to and contingent upon the following conditions precedent, and of which may be waived by the City and the Church, in whole or in part: a. That at the closing, legal title to the Regency Property will be merchantable, and free of all liens and encumbrances excepting: a) the general exceptions contained in the policy; b) title exceptions set forth in this Agreement; and c) title exceptions which may be removed by the payment of money at the time of closing and which the City will so remove at the time of closing by using funds to be paid at closing; b. That at the closing, legal title to the Indian Ridge Property will be merchantable, and free of all liens and encumbrances excepting: a) the general exceptions contained in the policy; b) title exceptions set forth in this Agreement; and c) title exceptions which may be removed by the payment of money at the time of closing and which the Church will so remove at the time of closing by using funds to be paid at closing; c. The City shall have cured or the Church shall have waived all Unacceptable Matters regarding the Regency Property; Property Exchange & Conveyance Agreement, Page 3 of 9 pages.

6 d. The Church shall have cured or the City shall have waived all Unacceptable Matters regarding the Indian Ridge Property; e. The Title Company has irrevocably committed to the Church to issue its standard coverage owner s title insurance policy, with such endorsements as the Church may have requested, in the amount of Five Hundred Sixty-Five Thousand, Three Hundred Seventy-Seven Dollars and Seventy-Five Cents ($565,377.75), insuring fee simple, merchantable title in the Church as to the Regency Property, subject only to a) the general exceptions contained in the policy, and b) title exceptions set forth in this Agreement; f. The Title Company has irrevocably committed to the City to issue its standard coverage owner s title insurance policy, with such endorsements as the City may have requested, in the amount of Five Hundred Sixty-Five Thousand, Three Hundred Seventy-Seven Dollars and Seventy-Five Cents ($565,377.75), insuring fee simple, merchantable title in the City as to the Indian Ridge Property, subject only to a) the general exceptions contained in the policy, and b) title exceptions set forth in this Agreement; g. The Indian Ridge Subdivision 2 nd Addition Final Plat, as set forth at Exhibit A, is approved by the City of Laramie. 2. FINAL PLATTING: Upon entering into this Agreement, as contemplated above, the Church agrees to submit to the City for approval the Final Plat for Indian Ridge Subdivision 2nd Addition as set forth in Exhibit A. The Parties agree to cooperate with each other in an effort to obtain approval of the Final Plat for Indian Ridge Subdivision 2nd Addition as set forth in Exhibit A, and each agree to execute documents reasonably necessary to obtain approval of the Final Plat (which documents do not further obligate, bind, or create additional liability for either Party other than what is expressly provided for in this Agreement, or as may otherwise be agreed between the Parties). In the event that the Parties do not close on the property exchange between them, the Parties agree to take all steps reasonably necessary to vacate the Final Plat unless waived by the Church. 3. CITY CONVEYANCE TO CHURCH: At Closing (as defined below), the City agrees to convey, grant, and warrant to the Church by statutory warranty deed the Regency Property, subject only to the reservations, restrictions, covenants, and easements of record (as permitted herein). The Parties agree that the City may reserve unto itself, a non-exclusive easement for purposes of storm water drainage, the easement more particularly described as follows: Beginning at a point on the north line of said Section 2 from which the W1/16 corner common to said Section 2 and Section 35, T16N, R73W of the 6 th P.M. bears N W feet; Thence S Property Exchange & Conveyance Agreement, Page 4 of 9 pages.

7 E feet; Thence N E feet to a point on the westerly right of way of Regency Drive; Thence feet along said right of way which is a curve concave to the east, radius = 360 feet, chord bears N W feet; Thence S W feet; Thence N W feet to a point on said north line of Section 2; Thence N W feet along said north line to the point of beginning. See Exhibit B, attached hereto. 4. CHURCH CONVEYANCE TO THE CITY: At Closing (as defined below), the Church agrees to convey, grant, and warrant to the City by statutory warranty deed the Indian Ridge Property, subject only to the reservations, restrictions, covenants, and easements of record (as permitted herein). 5. CITY REIMBURSE APPRAISAL: At Closing, the City agrees to pay to the Church the amount of $3,000, as reimbursement for the Church obtaining the appraisal of the Regency Property. Invoice attached hereto as Exhibit C. 6. MERCHANTABLE TITLE: a. The Church agrees to deliver to the City within Thirty (30) days after the date of this Agreement, a title insurance commitment for an owner's title insurance policy insured by a title insurance company authorized to do business in the State of Wyoming, covering title to the Indian Ridge Property as set forth hereinabove, showing merchantable title in the Church, subject only to: a) the general exceptions contained in the policy; b) Easements for Utilities; c) Subdivision Covenants, if any; d) subject to building and zoning regulations; e) City, County, and State subdivision laws; f) Reservations, restrictions and easements of record, if any; and g) title exceptions which may be removed by the payment of money at the time of closing and which the Church will so remove at the time of closing by using funds to be paid at closing. The title commitment shall be conclusive evidence of good title as therein shown, subject only to the exceptions therein stated. b. The City agrees to deliver to the Church within Thirty (30) days after the date of this Agreement, a title insurance commitment for an owner's title insurance policy insured by a title insurance company authorized to do business in the State of Wyoming, covering title to the Regency Property as set forth hereinabove, showing merchantable title in the City, subject only to: a) the general exceptions contained in the policy; b) Easements for Utilities; c) Subdivision Covenants, if any; d) subject to building and zoning regulations; e) City, County, and State subdivision laws; f) Reservations, restrictions and easements of record, if any; and g) title exceptions which may be removed by the payment of money at the time of closing and which the City will so remove at the time of closing by Property Exchange & Conveyance Agreement, Page 5 of 9 pages.

8 using funds to be paid at closing. The title commitment shall be conclusive evidence of good title as therein shown, subject only to the exceptions therein stated. c. The Church shall have to and including fifteen (15) days from receiving the title commitment to the Regency Property and all documents listed in the exceptions from the City, or the date of Closing, whichever sooner occurs, to review and approve the title insurance commitment. In the event that any condition or matter concerning the Regency Property or title shall exist which is unacceptable to the Church (an Unacceptable Matter ), the Church shall notify the City of such Unacceptable Matter, specifying in detail any and all defects which he is unwilling to accept upon closing. The Church shall provide such notice to the City within the stated inspection period. If the Unacceptable Matter is susceptible of being cured by the City, the City shall have a period of ten (10) days after receipt of the Church s notification to: (i) either cure the Unacceptable Matter, (or if the Unacceptable Matter is not susceptible of cure within said period to diligently commence curing the same) and so notify the Church; or (ii) to notify the Church that the City is unable or unwilling to cure the Unacceptable Matter. In the event that the City shall notify the Church that the City is unable or unwilling to cure the Unacceptable Matter or the Unacceptable Matter is not susceptible of being cured, the Church may either terminate this transaction; or, the Church may elect to waive the Unacceptable Matter and close this transaction. In the event that the Church shall terminate this transaction for an Unacceptable Matter, such termination will be without liability to either party and each party shall bear its own costs and expenses. This condition shall automatically expire at the expiration of the fifteen (15) day period specified herein, if not exercised by the Church. d. The City shall have to and including fifteen (15) days from receiving the title commitment to the Indian Ridge Property and all documents listed in the exceptions from the Church, or the date of Closing, whichever sooner occurs, to review and approve the title insurance commitment. In the event that any condition or matter concerning the Indian Ridge Property or title shall exist which is unacceptable to the City (an Unacceptable Matter ), the City shall notify the Church of such Unacceptable Matter, specifying in detail any and all defects which he is unwilling to accept upon closing. The City shall provide such notice to the Church within the stated inspection period. If the Unacceptable Matter is susceptible of being cured by the Church, the Church shall have a period of ten (10) days after receipt of the City s notification to: (i) either cure the Unacceptable Matter, (or if the Unacceptable Matter is not susceptible of cure within said period to diligently commence curing the same) and so notify the City; or (ii) to notify the City that the Church is unable or unwilling to cure the Unacceptable Matter. In the event that the Church shall notify the City that the Church is unable or unwilling to cure the Unacceptable Matter or the Unacceptable Matter is not susceptible of being cured, the City may either terminate this transaction; or, the City may elect to waive the Unacceptable Matter and close this transaction. In the event that the City shall terminate this transaction for an Unacceptable Matter, such termination will be without liability to either party and each party shall bear its own costs and expenses. This condition shall automatically expire at the expiration of the fifteen (15) day period specified herein, if not exercised by the City. Property Exchange & Conveyance Agreement, Page 6 of 9 pages.

9 e. Within a reasonable time after Closing, the Church agrees to deliver, paid up, a title insurance policy pursuant to said commitment for the Indian Ridge Property, in the full amount of Five Hundred Sixty-Five Thousand, Three Hundred Seventy-Seven Dollars and Seventy-Five Cents ($565,377.75), insuring the title in the name of the City. f. Within a reasonable time after Closing, the City agrees to deliver, paid up, a title insurance policy pursuant to said commitment for the Regency Property, in the full amount of Five Hundred Sixty-Five Thousand, Three Hundred Seventy-Seven Dollars and Seventy-Five Cents ($565,377.75), insuring the title in the name of the Church. 7. CLOSING: Closing hereunder shall occur on or before thirty (30) days after approval of the Indian Ridge Subdivision 2 nd Addition Final Plat by the City Council of the City of Laramie. Closing shall occur at the offices of Powell Title & Escrow in Laramie, Wyoming. 8. LIENS & ENCUMBRANCES: Any encumbrance required to be paid by either Party hereto shall be paid at the time of Closing from the proceeds of this transaction or paid by the respective party in cash or certified funds prior to or at the time of Closing. 9. TAXES & ASSESSMENTS: Property taxes for the year 2014, based on the most recent assessment, shall be apportioned through the date of closing. 10. POSSESSION: Possession of the Regency Property shall pass at Closing, free of any and all tenancies, leases, and use agreements of any kind to the Church. Possession of the Indian Ridge Property shall pass at Closing, free of any and all tenancies, leases, and use agreements of any kind to the City. If either party fails to deliver possession at Closing, then that party shall be subject to eviction by the other party and shall be liable for a daily rental of $ per day until possession is delivered. This remedy is in addition to any other remedies. 11. COSTS AND EXPENSES INCURRED: Each Party shall be responsible for its own attorneys fees, except as otherwise set forth in this Agreement. The City agrees to pay all costs of closing, including but not limited to any closing agent s fees, and the costs of recording deeds. The City agrees to pay the costs and fees of closing, as additional consideration, to offset any difference between the appraised value of the Indian Ridge Property and the Regency Property. 12. REALTORS & BROKERS FEES: The Parties represent that neither of them has employed a broker for this transaction. 13. CORPORATE DOCUMENTATION: At Closing, each Party, as applicable, shall provide to the other party appropriate documentation evidencing that the signing individuals are officers, managers, members or partners who are authorized by the respective entity Property Exchange & Conveyance Agreement, Page 7 of 9 pages.

10 to enter into and execute documents relating to the transactions under this Agreement, including but not limited to execution of the quitclaim deeds. 14. TIME OF ESSENCE: Time is of the essence hereof, and if any payment or any other condition hereof is not made, tendered or performed by either party as herein provided, then this Agreement, at the option of the Party who is not in default or breach, may at that Party's option, be terminated by such Party, in which case the non-defaulting Party may require specific performance of the other herein. 15. DEFAULT: In the event that any Party shall become in default or breach of any of the terms of this Agreement, such defaulting or breaching Party shall pay all reasonable attorney's fees and other expenses which the non-breaching or non-defaulting Party may incur in enforcing this Agreement with or without suit. This provision shall not limit any other remedies to which the parties may otherwise be entitled. Each Party hereto shall have the right to require specific performance of each and every provision of this Agreement as contemplated herein and may, if necessary, bring an action in a court of competent jurisdiction to compel the same. 16. SUCCESSORS IN INTEREST: Upon execution by both Parties, this instrument shall become a binding contract between the Parties and shall be binding upon and shall inure to the benefit of the respective Parties hereto, their heirs, successors, representatives and assigns. 17. ENTIRE AGREEMENT: All representations made in the negotiation of this agreement have been incorporated herein and there are no verbal agreements or representations between the Parties to modify the terms and conditions of this Agreement. Any amendment to this Agreement shall be in writing and executed by the Parties hereto. 18. CONTRACT CONSTRUCTION: This Agreement shall be governed and construed according to the laws of the State of Wyoming, without regard to its conflict of laws principles. All section headings are for convenience only and shall not be deemed to constitute a part hereof, or shall not be deemed to limit, characterize, or in any way affect the provisions of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. 19. EXECUTION IN COUNTERPARTS: This agreement may be executed in multiple counterparts with the same effect as if the all Parties had signed the same document. The Parties agree to accept as originals, signatures of the Parties on facsimile or ed documents. Property Exchange & Conveyance Agreement, Page 8 of 9 pages.

11 THIS IS A LEGALLY BINDING CONTRACT. IF YOU DO NOT UNDERSTAND THE TERMS AND CONDITIONS, CONSULT LEGAL COUNSEL BEFORE SIGNING. IN WITNESS WHEREOF, the Laramie City Council has caused this Agreement to be signed and executed in its behalf by its Mayor, and duly attested by its City Clerk, and the Laramie Church of Christ have signed and executed this Agreement, the day and year first written above. CITY OF LARAMIE, WYOMING: By: David Paulekaas, Mayor and President of the City Council Attest: Sue Morris-Jones, CMC City Clerk City Attorney s Office Approved as to form David Clark, City Attorney LARAMIE CHURCH OF CHRIST, INC.: By: Its: Date: By: Its: Date: By: Its: Date: By: Its: Date: By: Its: Date: Property Exchange & Conveyance Agreement, Page 9 of 9 pages.

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