HomeMy WebLinkAboutbocc.ord.008.2016 RECEPTION#: 632688, 10/03/2016 at
12:45:50 PM,
1 OF 10, R $0.00 Doc Code ORDINANCE
Janice K. Vos Caudill. Pitkin County, CO L
rsONTRACT# //- 9016��
ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO AUTHORIZING ACCEPTANCE OF A
COVENANT FOR THE MAINTENANCE OF DEBRIS FLOW MITIGATION
PURSUANT TO RESOLUTION NO. 084-2014 FROM CELESTIAL LAND
COMPANY LIMITED
ORDINANCE NO. -2016
1. Celestial Land Company Limited("Applicant")is the owner of real property located in Pitkin
County, Colorado,which is more specifically described in Exhibit A.
2. Board of County Commissioners ("BOCC")Resolution No. 084-2014 approves with conditions
a specific development plan for the parcel. Condition No. 6 of this Resolution requires hazard
mitigation and continued maintenance of that hazard mitigation.
3. To assure the continued maintenance of the required mitigation,the Applicant has agreed to
convey to the County an interest in the property with respect to the repair,maintenance, and
replacement of the mitigation devices.
4. The BOCC reviewed the proposed Covenant on first reading at a regular meeting on March 9,
2016. The BOCC adopted the Ordinance accepting the Covenant on second reading at a public
hearing on April 13,2016.
NOW,THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin
County, Colorado that:
1. The BOCC approves and accepts the Covenant for Maintenance of Debris Flow Mitigation
from Celestial Land Company Limited(Exhibit B).
2. Upon approval of the form of the Covenant by the County Attorney, the Chair is authorized to
execute the Covenant.
INTRODUCED AND FIRST READ ON THE 9th DAY OF MARCH, 2016.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON 3 - 3 ( , 2016.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com) ON THE 3(
I
DAY OF �( cu.,a, 2016.
ADOPTED AFTER A PUBLIC HEARING AND SECOND READING ON THE 13th DAY OF
APRIL, 2016.
PUBLISHED BY TITLE AND SHORT SU RY, AFTER ADOPTION, IN THE ASPEN
TIMES WEEKLY ON THE ,('�'� DAY OF r( 1 2016.
POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON
THE`7 "DAY OF )4,? , / 2016.
AT ST: BOARD OF COUNTY COMMISSIONERS
1
i 13, 41.1JIA .,2,a „e By: i'''(/-44 ' O
Je. "tte Jones i
Rachel E. 'chards, Chair
De• ty County Cler
Date: 9- ,cr - -0/6
APPROVED AS TO FORM: MANAGER APPROVAL
-----t- C1,\LI, A, 1_, . ,
le-
John Ely s unty orney Jon Peas.bck, County Manakpr
APPROVED AS TO CONTENT:
i)&x/\,-inostAl\t s&%>1 Ckk
mdy Houben, Community Development Director
P010-09;PID 273521400004
3
•
EXHIBIT A
A FARCIx.OP LAND SITUATED IN THE REST 1/2 NOETEWF.ST 1/i SECTION 22 AND SOUTHEAST
1/4 NORTHEAST 1/4 SECTION 21, OIA'c-1 10 SOPTA, P. 1c6 95 HEST Or TsM 6TH
7EI110IFA1,NEETDION. PITMTs C0 7T. GOLOr7.DO. EP/1W2. MORE PARTICuLARLY DESCR33ID
AS POLLWS
SAGINBT.ASO ST THE NORTHEAST CORNEA OP SAID REST SILT OP THE NO1S2WOST WARIER
. OF SECTION 221 THENCE FOLLOWING THE EAST LINZ Or TEE NO5TH»ST QUARTER or
6ECSION 22 30055 00 DEGREES 57' 050 EAST 752.29 FEET 2C A POINT ON THE
NORTHEALT LINE OF A 'RCT OF LANE DESCRIBE IINNRBOORL17LT L� 01 AT FACE
669ID 55 TEE
CO
PITRIN MONTT RECORDS; TRENCH FOLD.ONI�
46.626 FEET ALONG TEE ARC Or TEl CURVE TO TER RIGHT NAVING A RADIUS OF 701.00
FEET, A CENTRAL ANGLE Or 03 DECREES 46' 43' ANDWHOSERO tSAEARS502 66
DEGREES 40' 17' 10025 46.611 FEET ALONG THE st comma
o.ma NEAT
LINE 5S 12 NOW
6
099 AS TEl 001.7;LIT TRACT; THENCE POLLONING SAID�HO
_ - 00LBiSS 23' 00' NEST 72.79 TEETH TRENCE FOLLOWING SAID NORTILEASTERLY �
=VTR4 Y
OTR 70 DECREES 30' 00' REST 67.00 FEST/ THENCE FOLLOWING SATE NOL
1,1EORIE 61 DEGREES 30' 00' WEST 5141.0005 II THENCE T2 FOS
NORTHEASTERLY LIME 1172151 52 DEGREE THENCE 26.11 FE THE TV '051VOR7oZ5TEELY
CHE ST CozNCR Or $515 BSLILEY TRACT)
LINE Or SAID SOLR.51 TRACT SOOTY 26 DECREES 12' 00. WEST 170.39 71ST TO THE
NORTHEAST COR Or PARCEL UNE 07 :SE T LAZY 7 RANCH sueorrisrowr THENCE
FoLLow5NG TEE NoKEZE.i.Y AHD P11521LY LIES 07 SAID PARCEL ONE 716E FOLLOWING
- -
COURSES AND DISTANCES; REST 697.36 FEET. SODER 661.00 TELT. SODEN 66 D9''
0105
30' 26' REST 1374.50 PEET, AND SOOTY 366.00 FELL, 77F0T3 DEPART EG 1711 MR.ST255Y
LINE OF SAID 711L71 ONE WEST 126.13 FEET To THE INTINSECTION RITE TEE NEST
BENE 0r TEX SOUTHEAST QUART=07 715 90,:711)57 307.2f7ri Or SAID 02055ON 210
5105025 YOLIDEITAG SAID REST LIDO:NORTE 00 DEGREES 50' 17' 10051 970.23 FEET;
TEES= rOL1DWID7G TEE WORTS 05)3!Or 07.10 000'M-EST METER OF TEE N0CIELAS7
MAE=NO0IE II =car= 41' 41' EAST 133/.69 FEET SAID SECTION 111 THENCE SAID
. - ST HEWALY Or THE =moo=morrow
or 31'S5 LINE NORTH 01 DIGRESS 41' 17' WEST 1323.04 TESTI THENCE 7010454550 T
EE
NORTH LINE OF SAID NEST EA1.7 OF THE NOR/BREST QOAETYR EDITH 99 DEGREES 47' 49"
• RAST 1326,40 FLET TO THE FOIST Or REGTENIHU
• CONT[Y Or PIT15)3,STATE Or COIOR100.
F99.01306171 01/17/03 0}71316
•
N
CONTRACT#3y/-Ao/‘
COVENANT FOR MAINTENANCE OF DEBRIS FLOW MITIGATION
PURSUANT TO PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS
RESOLUTION NO. 084-2014
THIS COVENANT FOR THE MAINTENANCE OF DEBRI FLOW MITIGATION
("Covenant") is made and entered into on the /, day of K 2016 by
CELESTIAL LAND COMPANY LIMITED, a corporation of the Territory of the British Virgin
Islands ("Celestial") for the benefit of BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO ("Pitkin County").
per,
WHEREAS, Celestial is the owner of real property located in Pitkin County, Colorado,
described in Exhibit A, attached hereto and by this reference incorporated herein (the
"Property");
WHEREAS, Board of County Commissioners ("BOCC") Resolution No. 084-2014
approves with conditions a specific development plan for the parcel. Condition No. 6 of this
Resolution requires hazard mitigation and continued maintenance of that hazard mitigation.
WHEREAS, there will be located on the Property certain debris flow mitigation and
related improvements generally consisting of a debris flow channel and basin, and intended to
provide for the mitigation of certain debris flow hazards on the Property (collectively, the
"Debris Flow Mitigation"; as shown on the Activity Envelope and Site Plan recorded in Plat
Book lty at Page119 );
WHEREAS, Celestial is responsible for the repair, maintenance and cleaning of the
Debris Flow Mitigation from time to time;
WHEREAS, Pitkin County has an interest in assuring the ongoing repair, maintenance
and cleaning of the Debris Flow Mitigation, and therefore, Pitkin County has requested certain
requirements be imposed upon the Property regarding the performance of repairs, maintenance
and cleaning of the Debris Flow Mitigation from time to time, as more particularly set forth
herein;
WHEREAS, Celestial is willing to grant and convey to Pitkin County, forever and in
perpetuity, an interest in the Property with respect to the repair, maintenance and cleaning of the
Debris Flow Mitigation as may be required by Pitkin County from time to time, for and in
consideration of the recitals, mutual covenants, terms, conditions and restrictions contained
herein.
NOW, THEREFORE, in consideration of the covenants, conditions and terms hereof, in
addition to other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Celestial does hereby covenant as follows:
RECEPTION#: 630064, 06/17/2016 at
02:12:52 PM.
1 OF 7, R $0.00 Doc Cade RESOLUTION
Janice K. Vos Caudill, Pitkin County, CO
1. Covenant Regarding Repair. Maintenance and Cleaning of the Debris Flow
Mitigation. Celestial covenants and agrees that, as the owner of the Debris Flow Mitigation,
Celestial shall at all times preserve the functionality of the Debris Flow Mitigation, and its repair,
maintenance or cleaning from time to time so that the Debris Flow Mitigation at all times
complies with sound engineering standards and practices and any generally applicable
requirements of Pitkin County, Colorado, and the State of Colorado with respect thereto
(collectively,the"Debris Flow Mitigation Repair and Maintenance Obligations").
2. Permitted Uses and Activities. As owner of the Property, Celestial retains the right to
perform any act consistent with the Pitkin County Land Use Code (the "Land Use Code") to the
extent such act is not prohibited or limited by the requirements of this Covenant. These
ownership rights include, but are not limited to, the right to exclude any member of the public
trespassing on the Property and the right to sell, lease or otherwise transfer the Property to
anyone Celestial chooses. Nothing herein shall be construed to be an approval by Pitkin County
under the Land Use Code for any purpose other than the repair, maintenance and cleaning of the
Debris Flow Mitigation.
3. Enforcement and Inspection. This Covenant and its terms and representations shall be
fully enforceable by Pitkin County, its successors, assigns and agents in any action at law or
equity or both,to secure compliance, including but not limited to, seeking injunctive relief and/or
specific performance requiring Celestial or its successors or assigns to either perform actions
provided for in this Covenant or to cease and desist all activity in violation of the terms of this
Covenant. Moreover, Pitkin County and its successors, assigns and agents shall be permitted
access to, and to enter upon, the Property at reasonable times upon at least forty-eight (48) hours
advance notice to Celestial or Celestial's representative, solely for the purpose of monitoring and
inspecting the Debris Flow Mitigation in order to verify Celestial's performance of the Debris
Flow Mitigation Repair and Maintenance Obligations hereunder.
In the event of Celestial's failure to perform the Debris Flow Mitigation Repair and
Maintenance Obligations hereunder, Pitkin County shall, prior to the exercise of any right or
remedy, give Celestial written notice of such failure, together with: (1) a written statement
setting forth in reasonable particularity in what respect Celestial has failed to perform its Debris
Flow Mitigation Repair and Maintenance Obligations hereunder, including any appropriate
supporting documentation, and (2) a written description of any remedial actions and the basis of
rationale therefor which Pitkin County requests to be taken by Celestial in connection with the
Debris Flow Mitigation (collectively, a "Default Notice"). Upon Celestial's receipt of a Default
Notice, Celestial shall thereafter have a period of fifteen (15) calendar days to cure said default
by undertaking and completing the remedial actions set forth in the Default Notice. If the
requested remedial actions described in the Default Notice by their nature are not capable of
being undertaken and completed within the time provided, Celestial shall, provided that it is
proceeding with all due diligence, have up to an additional thirty (30) calendar days to undertake
and complete the requested remedial actions, which thirty (30) day period may automatically be
extended by successive thirty (30) calendar day periods, provided that Celestial continues to
proceed with all due diligence to undertake and complete the requested remedial actions during
each such successive thirty (30) calendar day period. If Celestial fails to undertake and complete
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the requested remedial actions within the time period(s) provided, Pitkin County shall then and
thereafter be free to pursue any right or remedy allowed by this Covenant or otherwise by law.
4. Pitkin County's Remediation of Celestial's Failure to Undertake and Complete
Remedial Actions. In the event that Celestial fails to undertake and complete the requested
remedial action(s) described in Pitkin County's Default Notice within the time period(s) set forth
in Section 3 above, Pitkin County thereafter may enter the Property and undertake and complete
such requested remedial actions at Celestial's cost. Celestial shall reimburse Pitkin County for
the cost of undertaking and completing the requested remedial actions within thirty (30) calendar
days of Celestial's receipt of Pitkin County's written demand for payment, together with copies
of any receipts or invoices. In the event of Celestial's failure to pay in full the amount set forth
in Pitkin County's written demand within the time set forth above, Pitkin County thereafter shall
be entitled to assert a lien against the Property for the cost of Pitkin County's performance and
completion of the requested remedial actions. Any lien secured by Pitkin County against the
Property pursuant to this Section shall have as a priority date the effective date of this
Agreement, and Pitkin County shall be entitled to recover from Celestial reasonable attorney's
fees and costs incurred in securing and enforcing such lien.
5. Costs and Liabilities. Celestial retains all responsibilities and shall bear all costs and
liabilities of any kind related to ownership, operation, upkeep, taxes and maintenance of the
Property, including but not limited to, costs associated with compliance with this Covenant.
Pitkin County's acceptance of this Covenant shall in no way be construed as an assumption of
any duties or liabilities associated with the Property, and Celestial acknowledges that by this
Covenant, Celestial continues to retain responsibility for any and all duties and liabilities
associated with the Property.
6. Covenant Running with the Land: Binding Effect. The provisions of this Covenant
shall constitute a covenant that runs with the title to the Property as a burden thereon for the
benefit of Pitkin County and shall be deemed an appurtenance to the title to such land.
7. Subordination. At the time of the conveyance of this Covenant, Celestial represents
that the Property is not subject to any mortgage, deed of trust or judgment lien, or any other
instrument that might result in a foreclosure action that could affect the viability of this
Covenant.
8. Incorporation of the Land Use Code. The Land Use Code, as may be amended from
time to time, and any terms or definitions contained therein, are hereby incorporated by this
reference in their entirety.
9. Modification. The terms of this Covenant can only be modified by an amended
covenant executed by Celestial, and approved in writing and adopted by Pitkin County and
recorded in the records of the Clerk and Recorder for Pitkin County, Colorado.
10. Venue and Jurisdiction. The interpretation, enforcement or any other matters relative
to this Covenant shall be construed and determined in accordance with the laws of the State of
3
Colorado. Celestial and Pitkin County consent to venue and jurisdiction in the District Court for
Pitkin County, Colorado, for all matters concerning the interpretation and enforcement of this
Covenant.
11. Attorneys' Fees and Costs. In the event of any action or suit between the parties
hereto or their successors and assigns to enforce any of the agreements, covenants or restrictions
contained herein, the substantially prevailing party in any such action or suit, whether by final
judgment or out of court settlement, shall recover from the other party all costs and expenses of
such action or suit including reasonable attorneys' fees.
12. Section Headings. Paragraph or section headings within this Covenant are inserted
solely for convenience of reference, and are not intended to, and shall not govern, limit or aid in
the construction of any terms or provisions contained herein.
13. Further Actions. The parties to this Covenant agree to execute such further
documents and take such further actions as may be reasonably required to carry out the
provisions and intent of this Covenant.
14. Notices. Any notice, demand, or document which any party is required or may desire
to give, deliver or make to the other party shall be in writing and may be personally delivered or
given by United States certified mail, return receipt requested, addressed as follows:
To Pitkin County: County Attorney
Pitkin County
530 East Main Street
Aspen, Colorado 81611
To Celestial: John Fognani, Esq.
Haynes and Boone, LLP
1801 Broadway
Suite 800
Denver, CO 80202
Any notice, demand or document so given, delivered or made by United States mail shall
be deemed to have been received on the date actually received, addressed as above provided,
with postage prepaid. Either party may change its address for the purpose of this Section by
giving written notice of such change to the other party in the manner provided for in this Section.
IN WITNESS WHEREOF, the parties have executed this Covenant for the Maintenance
of Debris Flow Mitigation to be effective as of the date set forth above.
4
CELESTIAL LAND COMPANY LIMITED, a corporation of the Territory of the British Virgin
Islands
By: /l � '
Nand:✓ V:91-t^—%
Title: 4444441 €J7
STATE OF \cyc-akcz )
ss.
COUNTY OF \)ek--- )
Subscribed, sworn to and cknowledged before me this g{h day of � 2016, by
as Nt,,Ksco\ of Celestial Land Company Limited.
Witness my hand and official seal.
My commission expires: \O-ac,-\$ , r
• _ t-\k-5,_c)
Notary Publi.
SIDNEY L.WHETSEL
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 19874217819
MY COMMISSION EXPIRES OCTOBER 26,2018
5
ATTEST: ACCEPTED BY
BOARD OF COUNTY COMMISSIONERS
By I-IA / By: -*/("4
Jean- e Jones Rachel E. ichards,Chair
Dep/ County Cler /da(1�
Date:
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
John ly • • . : ey Cindy ou en, Community Development Director
6
F
Exhibit A
Legal Description of Property
A PARCEL OF LAND SITUATED IN THE WEST HALF OF THE NORTHWEST QUARTER
OF SECTION 22 AND IN THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER
OF SECTION 21, ALL IN TOWNSHIP 10 SOUTH, RANGE 85 WEST OF THE SIXTH
PRINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID WEST HALF OF THE
NORTHWEST QUARTER OF SECTION 22;
THENCE FOLLOWING THE EAST LINE OF THE NORTHWEST QUARTER OF SECTION
22 SOUTH 00°53'05" EAST 792.29 FEET TO A POINT ON THE NORTHERLY LINE OF A
TRACT OF LAND DESCRIBED IN BOOK 276 AT PAGE 668 IN THE PITKIN COUNTY
RECORDS;
THENCE FOLLOWING THE NORTHERLY LINE OF SAID TRACT 46.63 FEET ALONG
THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 707.00 FEET,A
CENTRAL ANGLE OF 03°46'43" AND WHOSE CHORD BEARS SOUTH 66°40'17" WEST
46.62 FEET;
THENCE NORTH 12°23'00" WEST 72.79 FEET;
THENCE SOUTH 70°30'00" WEST 67.00 FEET;
THENCE NORTH 68°39'00" WEST 168.00 FEET TO THE INTERSECTION WITH THE
NORTH EASTERLY LINE OF A TRACT OF LAND DESCRIBED IN DEED TO BULKLEY
RECORDED IN BOOK 217 AT PAGE 162 IN THE PITKIN COUNTY RECORDS;
THENCE FOLLOWING SAID NORTHEASTERLY LINE NORTH 52°48'00" WEST 226.87
FEET TO THE NORTHERNMOST CORNER OF SAID BULKLEY TRACT SOUTH
26°12'00" WEST 179.39 FEET TO THE NORTHEAST CORNER OF PARCEL ONE OF THE
T LAZY 7 RANCH SUBDIVISION;
THENCE FOLLOWING THE NORTHERLY AND WESTERLY LINES OF SAID PARCEL
ONE THE FOLLOWING COURSES AND DISTANCES:
WEST 697.86 FEET,
SOUTH 666.00 FEET,
SOUTH 66°20'26" WEST 1374.50 FEET,AND
SOUTH 366.00 FEET;
THENCE DEPARTING THE WESTERLY LINE OF SAID PARCEL ONE WEST 128.83
FEET TO THE INTERSECTION WITH THE WEST LINE OF THE SOUTHEAST QUARTER
OF THE NORTHEAST QUARTER OF SAID SECTION 21;
THENCE FOLLOWING SAID WEST LINE NORTH 00°50'17" WEST 970.25 FEET;
THENCE FOLLOWING THE NORTH LINE OF SAID SOUTHEAST QUARTER OF THE
NORTHEAST QUARTER NORTH 89°41'43" EAST 1339.69 FEET TO THE WEST LINE OF
THE WEST HALF OF THE NORTHWEST QUARTER OF SAID SECTION 22;
THENCE FOLLOWING SAID WEST LINE NORTH 01°41'17" WEST 1323.04 FEET;
THENCE FOLLOWING THE NORTH LINE OF SAID WEST HALF OF THE NORTHWEST
QUARTER NORTH 89°47'43" EAST 1326.48 FEET TO THE POINT OF BEGINNING.
RECEPTION#: 630038, 06/16/2016 at
03:07:12 PM,
1 OF 3, R $21.00 DF $0.00 Doc Code POA
Janice K.Vos Caudill, Pitkin County, CO
SPECIAL POWER OF ATTORNEY
OF
CELESTIAL LAND COMPANY LIMITED
KNOW ALL MEN BY THESE PRESENTS that Celestial Land Company Limited
("Celestial" or "Grantor"), a corporation of the Territory of the British Virgin Islands,
registered, authorized to do business and in good standing in the State of Colorado,
hereby executes this Special Power of Attorney ("Power of Attorney"), declaring as
follows:
APPOINTMENT OF AGENT
Celestial hereby appoints John D. Fognani, of HAYNES AND BOONE, LLP, 1801
Broadway, Suite 800, Denver, Colorado 80202, as Celestial's true and lawful attorney-in-
fact and agent("Agent") for the purpose described herein.
POWERS OF AGENT
Agent is hereby authorized to act for Celestial as follows:
Exercise or perform any act, power, duty, right and obligation that Grantor now has, or
may acquire, including the legal right, power or capacity to exercise or perform in
connection with, arising from or relating to the development(including without limitation
any governmental approval processes, legal proceedings and contract matters associated
with such development) of Celestial's property located off of Maroon Creek Road near
Aspen, Colorado, pursuant to Resolution No. 084-2014 of the Pitkin County Board of
County Commissioners.
APPROVAL
Grantor hereby ratifies and confirms all that Agent shall do or cause to be done by virtue
of this Power of Attorney.
THIRD PARTY RELIANCE
Third parties may rely upon the representations of Agent for all matters relating to any
power granted to Agent, and no person who may act in reliance upon the representations
of Agent or the authority granted to Agent shall incur any liability to Grantor as a result of
permitting Agent to exercise such power. Any third party may rely on a duly executed
counterpart of this instrument, or a copy thereof, as fully and completely as if such third
party had received the original of this instrument.
TERMINATION OF GRANT
Revocation of Power of Attorney by Grantor. This Power of Attorney is not coupled with
an interest and there is no agreement between Grantor and Agent limiting or restricting in
any manner Grantor's right to revoke this Power of Attorney. In addition to any other
method permitted by law, Grantor may revoke this Power of Attorney by giving written
notice to Agent via e-mail, certified mail, overnight courier or hand delivery at the
15699814_2 1
address set forth herein for Agent unless Grantor has knowledge that Agent has a
different address.
Termination by Disability or Death of Agent. This Power of Attorney shall terminate
upon Agent's substantial disability or death.
Termination by Resignation of Agent. Agent may resign by providing written notice to
Grantor via e-mail, certified mail, overnight courier or hand delivery to the address of
Grantor's registered agent in the State of Colorado or such other address that Grantor may
provide to Agent from time to time.
Validity of Acts Following Revocation. Any act of Agent between the revocation of this
Power of Attorney and notice of that revocation to Agent shall be valid unless Agent, or
other person claiming the benefit of the act,had actual knowledge of that revocation.
Affidavit Sufficient Proof for Third Party. It shall be sufficient proof for any third party
relying on this document, if such third party has no actual knowledge of the termination
of this instrument (without any duty of inquiry being imposed on such third party), that
Agent shall provide a sworn affidavit that this Power of Attorney has not terminated.
CONSTRUCTION
This instrument is to be construed and interpreted as a special power of attorney. This
instrument is executed in and shall be construed according to and governed by the
substantive laws of the State of Colorado. Should any provision or power in this
document not be enforceable,such non-enforceability shall not affect the enforceability of
the rest of this document.
OTHER AUTHORITY
The power and authority granted hereunder by Celestial to Agent is intended to
complement, and not to modify, replace or invalidate in any manner whatsoever, any
power and authority of John D. Fognani acting in his capacity as Celestial's legal counsel.
IN WITNESS WHEREOF, David Boehm, as Director of Celestial and being duly
authorized, hereby executes this Power of Attorney, acknowledging that he has read and
understood the powers and rights herein granted and that he voluntarily chose to make
this grant for and on behalf of Celestial.
David Boehm
Celestial Land Company Limited
�`yV"
WAiLAAAAA
Date: 15 April 2016
15699814_2 2
WE HEREBY CERTIFY that this Special Power of Attorney was signed by David
Boehm in our presence, and we sign our names below as witnesses, in his presence and at
his request on this 15 day of_April 2016.
Witness No. 1 ` /
Signature: /
Print Name: Kevin O'Shaughnessy
Address: Unit 2211,Tower Two,Times Square
One Matheson Street
Causeway Bay
Hong Kong
Witness No.2
Signature:
Print Name: Betty soi
Address: Unit 2211,Tower Two,Times Square
One Matheson Street
Causeway Bay
Hong Kong
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15699814_2 3