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Home My WebLink AboutC02-188 Contract to buy parcel B and Parcel C Delatte Subdivision - AirportThe printed portions of this form have been approved by 2 I the Colorado Real Estate Commission. (CBS 3 -9 -99) 3 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX 4 OR OTHER COUNSEL BEFORE SIGNING. 5 6 CONTRACT TO BUY AND SELL REAL ESTATE 7 (VACANT LAND - FARM - RANCH) 8 Date: Jules 2002 9 10 1. AGREEMENT Buyer agrees to buy and the undersigned Seller agrees to sell the Property defined below on the terms and 11 conditions set forth in this contract. 12 2. DEFINED TERMS 13 a. Buyer Buyer, Ea le Count Colorado a bod corporate and p olitic will take title to the 14 real property described below as Joint Tenants Tenants In Common 29 Other 15 b. Property The Property is the following legally described real estate: 16 Parcel 8 and Parcel C of the County - Airport - DeLatte Subdivision Exemption Plat, Town of Gypsum, 17 Eagle County, Colorado as more fully described on the attached Exhibit "A." 18 in the County of Eagle ,Colorado, 19 commonly known as No. 20 Street Address City State Zip 21 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, all interest of Seller in 22 vacated streets and alleys adjacent thereto, except as herein excluded. 23 C. Dates and Deadlines 24 Item No. Reference Event Date or Deadline 1 § 5a Loan Application Deadline N/A 2 § Sb Loan Commitment Deadline N/A 3 § 5c Buyer's Credit Information Deadline N/A 4 § 5c Disapproval of Buyer's Credit Deadline N/A 5 § 2 Existing Loan Documents Deadline N/A 6 § 5d Objection to Existing Loan Deadline N/A 7 § Sd Approval of Loan Transfer Deadline N/A 8 § 6a Appraisal Deadline N/A 9 § 7a Title Deadline July 15, 2002 10 § 7a Survey Deadline August 5, 2002 11 § 7b Document Request Deadline July 15, 2002 12 § Sa Title Objection Deadline August 12, 2002 13 § 8b Off - Record Matters Deadline July 15, 2002 14 § 8b Off - Record Matters Objection Deadline August 12, 2002 15 §10 Seller's Property Disclosure Deadline July 15, 2002 16 § 10a Inspection Objection Deadline August 12, 2002 17 § 10b Resolution Deadline August 1 2002 18 §11 Closing Date Septembe 30, 20 19 20 21 § 16 § 16 §28 Possession Date Possession Time Acceptance Deadline Date At Closhi- At Closic July 5, 20 &2 22 § 28_ Acceptance Deadline Time 5:00 p.m. MST 'or as mutually aq I CBS 3 -9 -99 Contract to Euy and Sell Real Estate (Vacant Land - Farm - Ranch - Financing Omitted) Page 1 of 9 Buyer Initials _.. Seller initials This form produced by: FOPIIf H!/aft7ef,,,.a.' 800336-1027 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 d. Attachments The following exhibits, attachments and addenda are a part of this contract: Exhibits "A " "8 " and "C" e. Applicability of Terms A check or similar mark in a box means that such provision is applicable. The abbreviation "N /A" means not applicable. 3. INCLUSIONS AND EXCLUSIONS. a. The Purchase Price includes the following items (Inclusions): (1) Fixtures. If attached to Property on the date of this contract, lighting, heating, plumbing, ventilating, and air conditioning fixtures, inside telephone wiring and connecting blocks /jacks, plants, mirrors, floor coverings, intercom systems, sprinkler systems and controls, and N/A (2) Other Inclusions If on the Property whether attached or not on the date of this contract: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods, storage sheds, and all keys. Check box if included: ❑ Smoke /Fire Detectors, ❑ Security Systems; and N/A (3) Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: N/A (4) Water Rights. The following legally described water rights: All water rights appurtenant to the property including but not limited to the rights identified on the attached Exhibit "C." N/A (5) Growing Crops. With respect to the growing crops Seller and Buyer agree as follows: b. Instruments of Transfer The Inclusions are to be conveyed at Closing free and clear of all taxes, liens and encumbrances, except as provided in § 12. Conveyance shall be by bill of sale or other applicable legal instrument(s). Any water rights shall be conveyed by quit claim deed or other applicable legal instrument(s). C. Exclusions The following attached fixtures are excluded from this sale: N/A 4. PURCHASE PRICE AND TERMS The Purchase Price set forth below shall be payable in U. S. Dollars by Buyer as follows: Item No. Reference: Item Amount Amount 1 § 4 Purchase Price $ 1,120,000 2 §4a Earnest Money $ 25,000 3 §4b flerrteerr Grant 1,008,000 4 § 4c Assumption Balance -0- 5 § 4d Seller or Private Financing -0- 6 §4e Cash at Closing 87,000 7 TOTAL $ 1,120,000 $ 1,120,000 I Earnest Money The Earnest Money set forth in this Section, in the form of -a certified check , is part payment of the Purc1 ?::;7, , e Price and shall be payable to and held by Land Title Guarantee Co. , in ;ts t,ust account, on behalf of both Seller and Buyer. {r. * Such earnest money shall be delivered to Land Title Guarantee Company within 48 hours of acceptance of this contract by seller. Such earnest money shall be held in an interest bearing account. CBS 3 -S - 99 Contract to Buy and Sell Real Estate (Vacant Land -Farm -Ranch - Financing Omitted) Page 2 of 9 Buyer Initials _ Seller Initials_ This roan p!oaucerl by: Formu /ator "f•,rvuw•�,• 800836 -1027 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 er dr e. Cash at Closing All amounts paid by Buyer at Closing including Cash at Closing, plus Buyer's closing costs, shall be in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 5. FINANCING CONDITIONS AND OBLIGATIONS -a See Exhibit "B" attached hereto and incorproated herein by reference fir , CBS 3 -9 -99 Contract to Buy and Sell Real Estate (Vacant Land -Farm -Ranch - Financing Omitted) Pag 3 of 9 This form produced by: FO,rrJ7U1atOr f.,V. &,a.° 808-336 -1027 Buyer Initials _ _ Seller Initials 132 133 134 135 136 137 138 139 140 141 dr 142 143 `:144 145 146 147 148 149 6. APPRAISAL PROVISIONS 150 a. Appraisal Condition This subsection a. ❑ Shall X Shall Not apply. 151 152 153 154 155 156 157 n O -Bwter n ro - 158 7. EVIDENCE OF TITLE. 159 a. Evidence of Title: Survey. On or before Title Deadline (§ 2c), Seller shall cause to be furnished to Buyer, at 160 Seller's expense, a current commitment for owner's title insurance policy in an amount equal to the Purchase Price or if this box is 161 checked, ❑ An Abstract of title certified to a current date. If a title insurance commitment is furnished, it M Shall ❑ Shall Not 162 commit to delete or insure over the standard exceptions which relate to: 163 (1) parties in possession, 164 (2) unrecorded easements, 165 (3) survey matters, 166 (4) any unrecorded mechanics' liens, 167 (5) gap period (effective date of commitment to date deed is recorded), and 168 (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. 169 Any additional premium expense to obtain this additional coverage shall be paid by ❑ Buyer X Seller. An amount not to 170 exceed $ 2.500.00 for the cost of any improvement location certificate or survey shall be paid by X Buyer ❑ Seller. If 171 the cost exceeds this amount, Buyer shall pay the excess on or before Closing. The improvement location certificate 172 or survey shall be received by Buyer on or before Survey Deadline (§ 2c). Seller shall cause the title insurance policy to be delivered 173 to Buyer as soon as practicable at or after Closing. 174 b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer, (1) a 175 copy of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a title insurance commitment 176 is required to be furnished, and if this box is checked M Copies of any Other Documents (or, if illegible, summaries of such 177 documents) listed in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to furnish 178 these documents pursuant to this subsection if requested by Buyer any time on or before the Document Request Deadline (§ 2c). 179 This requirement shall pertain only to documents as shown of record in the office of the clerk and recorder(s). The abstract or title 180 insurance commitment, together with any copies or summaries of such documents furnished pursuant to this Section, constitute the 181 title documents (Title Documents). 182 `` r. TITLE. 183 a. Title Re view. Buyer shall have Mite right to inspect the Title Documents. Written notice by Buyer of 184 unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of 185 Buyer and given to Seller on o; before Title Objection Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any 186 Title Document(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document 187 adding new Exception(s) to title. If Seller does not receive Buyer's notice by the date(s) specified above, Buyer accepts the condition of 188 title as disclosed by the Title Documents as satisfactory. CBS 3 -9 -99 Contract to Buy a Sell Real Estate (Vacant Land - Farm - Ranch - Financing Omitted) Page 4 of 9 Buyer Initials Seller Initials 'ihis form produced by: Fv f% UIO w�.- 800 336 - 1027 189 b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off - Record Matters 190 Deadline (§ 2c) true copies of all lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all 191 easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right 192 to inspect the Property to determine if any third party(ies) has any right in the Property not shown by the public records (such as an 193 unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by 194 Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller on or before Off - Record Matters 195 Objection Deadline (§ 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of 196 third parties of which Buyer has actual knowledge. 197 C. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT 198 IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN 199 SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH 200 DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH 201 AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION 202 INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR 203 AN INCREASE IN SUCH MILL LEVIES. 204 In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a result, if 205 written notice is received by Seller on or before Off- Record Matters Objection Deadline (§ 2c), this contract shall then terminate. 206 If Seller does not receive Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in such special taxing 207 district(s) and waives the right to so terminate. 208 d. Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s) or 209 commitment terms as provided in § 8 a or b above, Sellershall use reasonable effortto correct said items and bear any nominal expense 210 to correct the same prior to Closing. If such unsatisfactory title condition(s) are not corrected on or before Closing, this contract shall 211 then terminate; provided, however, Buyer may, by written notice received by Seiler, on or before Closing, waive objection to such items. 212 C. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 213 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 214 including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases 215 and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and 216 environmental matters. THE SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL 217 ESTATE, AND TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL 218 RIGHTS. THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR 219 WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE 220 PROPERTY. Such matters may be excluded from the title insurance policy. Buyer is advised to timely consult legal counsel with 221 respect to all such matters as there are strict time limits provided in this contract (e.g., Title Objection Deadline [§ 2c] and 222 Off - Record Matters Objection Deadline [§ 2c]). 223 9. LEAD -BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwelling(s) forwhich 224 a building permit was issued prior to January 1, 1978, this contract shall be void unless a completed Lead -Based Paint Disclosure 225 ( Sales) form is signed by Sellerand the required real estate ficensee(s), which must occur priortothe parties signing this contract. 226 10. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property Disclosure Deadline (§ 2c), Seller 227 agrees to provide Buyer with a written disclosure of adverse matters regarding the Property completed by Seller to the best of Seller's 228 current actual knowledge. 229 a. Inspection Objection Deadline. Buyer shall have the right to have inspection(s) of the physical condition of the 230 Property and Inclusions, at Buyer's expense. If the physical condition of the Property or Inclusions is unsatisfactory in Buyer's 231 subjective discretion, Buyershall, on or before Inspection Objection Deadline (§ 2c): 232 (1) notify Seller in writing that this contract is terminated, or 233 (2) provide Seller with a written description of any unsatisfactory physical condition which Buyer requires 234 Seller to correct (Notice to Correct). 235 if written notice is not received by Seller on or before Inspection Objection Deadline (§ 2c), the physical condition of the 236 Property and Inclusions shall be deemed to be satisfactory to Buyer. 237 b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in writing 238 to a settlement thereof on or before Resolution Deadline (§ 2c), this contract shall terminate one calendar day following the 239 Resolution Dcadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. 240 C. Damage: Liens: Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering reports or 241 for any otherwork performed at Buyer's request and shall pay for any damage which occurs to the Property and Inclusions as a result of 242 such activities. Buyer shall not permit claims or liens of any kind against the Property for inspections, surveys, engineering reports and 243 for any other work performed on the Property at Buyer's request. Buyer agrees to indemnity, protect and hold Seller harmless from and 244 against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity 245 includes Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable 246 attorney fees. The provisions of this subsection shall survive the termination of this contract. CBS 3 -9 -99 Contract to Buy and Sel R Estate (Vacant Land - Farm - Ranch - Financing Omit ted) Pag 5 of 9 Buyer Initials Seller Initials This form produced by: FJE7rM 10t17efornU : =• 800-336-1027 _ 247 11. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing (Closing). Closing shall be on the date specified as 248 the Closing Date (§2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated 249 by mutual agreement of the parties 250 12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other 251 terms and provisions hereof, Seller shall execute and deliver a good and sufficient general warranty deed to Buyer, at Closing, 252 conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall 253 be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Buyer's 254 signature hereon, whether assessed or not. Title shall be conveyed subject to: 255 a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 256 accepted by Buyer in accordance with § 8a [Title Review], 257 b. distribution utility easements, 258 C. those specifically described rights of third parties not shown by the public records of which Buyer has actual 259 knowledge and which were accepted by Buyer in accordance with § 8b [Matters Not Shown by the Public Records], and 260 d. inclusion of the Property within any special taxing district, and 261 e. the benefits and burdens of any declaration and party wall agreements, if any, and 262 f. other n 263 13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the 264 proceeds of this transaction or from any other source. 265 14. CLOSING COSTS; DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective Closing 266 costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and 267 complete all customary or reasonably required documents at or before Closing. Fees for real estate Closing services shall be 268 paid at Closing by 269 ffi One -Half by Buyer and One -Half by Seller ❑ Buyer ❑ Seller 270 El Other N/A 271 The local transfer tax of 1 % of the Purchase Price shall be paid at Closing by 1I Buyer O Seller. Artpeefes and 272 . 273 15. PRORATIONS. The following shall be prorated to Closing Date (§ 2c), except as otherwise provided: 274 a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on 275 0 The Taxes for the CalendarYear Immediately Preceding Closing X The Most Recent Mill Levy and Most Recent Assessment 276 13 Other N/A 277 b. _ 278 . 279 280 C. Other Prorations. Water, sewer charges; and interest on continuing loan(s), if any; and 281 None 282 d. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 283 16. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ 2c), 284 subject to the following lease(s) or tenancy(s): None 285 286 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable 287 to Buyer for payment of $ 200.00 per day from the Possession Date (§ 2c) until possession is delivered. 288 17. NOT ASSIGNABLE: This contract shall not be assignable by Buyer without Seller's prior written consent. Except as so 289 restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of 290 the parties. 291 18. CONDITION OF, AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this contract, 292 the Property, Inclusions or both shall be delivered in the condition existing as of the date of this contract, ordinary wear and tear 293 excepted. 294 a. Casualty: Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty prior to 295 Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before the 296 Closing Date (§ 2c). In the event such damage is not repaired within said time or if the damages exceed such sum, this contract may 297 be terminated at the option, of Buyer by delivering to Seller written notice of ter.�;ination. Should Buyer elect to carry out this contract 298 despite such damage, Bu; shall be entitled to a credit, at Closing, for all the insurance proceeds resulting from such damage to the 299 Property and Inclusions payable to Seller but not the owners' association, if any, plus the amount of any deductible provided for in 300 such insurance policy, such credit not to exceed the total Purchase Price. 301 b. Damage: Inclusions: Services. Should any Inclusion(s) or service(s) (including systems and components of the 302 Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this contract and Closing or possession, whichever shall 303 be earlier, then Seller shall be liable for the repair or replacement of such Inclusion(s) orservice(s) with a unit of similar size, age and CBS 3 -9 -99 Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ranch - Financing Omitted) Page 6 of 9 Buyer Initials Initials__ This form produmd by: 800,336 -1027 304 quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion(s), service(s) or fixture(s) 305 is not the responsibility of the owners' association, if any, less any insurance proceeds received by Buyer covering such repair or 306 replacement. The risk of loss for any damage to growing crops, by fire or other casualty, shall be borne by the party entitled to the 307 growing crops, if any, as provided in § 3 and such party shall be entitled to such insurance proceeds or benefits for the growing crops, 308 if any. 309 C. Walk - Through: Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through 310 the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this contract. 311 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that 312 the Selling Company or the Listing Company has advised that this document has important legal consequences and has 313 recommended the examination of title and consultation with legal and tax or other counsel before signing this contract. 314 20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest Money 315 hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not 316 performed or waived as herein provided, there shall be the following remedies: 317 a. If Buyer is in Default: 318 ❑ (1) Specific Performance. Seller may elect to treat this contract as canceled, in which case all payments and 319 things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may 320 be proper, or Seller may elect to treat this contract as being in full force and effect and Seller shall have the right to specific 321 performance or damages, or both. 322 H (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyer 323 and retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such 324 payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER'S SOLE AND 325 ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies of specific 326 performance and additional damages. 327 b. If Seller is in Default: Buyer may elect to treat this contract as canceled, in which case all payments and things of 328 value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this 329 contract a_ s being in full force and effect and Buyer shall have the right to specific performance or damages, or both. 330 C. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the arbitrator or court 331 shall award to the prevailing party all reasonable costs and expenses, including attorney fees. 332 21. MEDIATION. If a dispute arises relating to this contract, prior to or after Closing, and is not resolved, the parties shall first 333 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person who 334 helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the dispute must 335 agree before any settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such 336 mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved 30 calendar days 337 from the date written notice requesting mediation is sent by one party to the other(s). This Section shall not alter any date in this 338 contract, unless otherwise agreed. 339 22. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event 340 of any controversy regarding the Earnest Money and things of value held by broker or Closing Company (unless mutual written 341 instructions are recieved by the holder of the Earnest Money and things of value), broker or Closing Company shall not be required to 342 take any action but may await any proceeding, or at broker's or Closing Company's option and sole discretion, may interplead all 343 parties and deposit any moneys or things of value into a court of competent jurisdiction and shall recover court costs and reasonable 344 attomeyfees. 345 23. TERMINATION. In the event this contract is terminated, all payments and things of value received hereunder shall be 346 returned and the parties shall be relieved of all obligations hereunder, subject to §§ 1 Oc, 21 and 22. 347 24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not been approved by the Colorado Real 348 Estate Commission.) 349 See Exhibits A," "8," and "C" attached hereto and incorporated herein by reference 350 351 352 353 354 CBS 3 -9 -9 Contract to Buy and Sell Real Estate (Vacant Land - Farm - R anch - Financing Omitted) Page 7 of 9 Buyer Initials _., Seller Initials __ This form produced by: F17FI7 U1,7tOr - f rJnO .- 800336 -1827 D 355 25. ENTIRE AGREEMENT SUBSEQUENT MODIFICATION: SURVIVAL. This contract constitutes the entire contract 356 between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been 357 merged and integrated into this contract. No subsequent modification of any of the terms of this contract shall be valid, binding upon 358 the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this contract which, by its terms, is 359 intended to be performed after termination or Closing shall survive the same. 360 26. FACSIMILE. Signatures M May ❑ May Not be evidenced by facsimile. Documents with original signatures shall be 361 provided to the other party at Closing, or earlier upon request of any party. 362 27. NOTICE. Except for the notice requesting mediation described in § 21, any notice to Buyer shall be effective when received 363 by Buyer or by Selling Company and any notice to Seller shall be effective when received by Seller or Listing Company. 364 28. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and 365 Seller, as evidenced by their signatures below, and the offering party receives notice of acceptance pursuant to 366 § 27 on or before Acceptance Deadline Date and Acceptance Deadline Time (§ 2c). If accepted, this document shall become a 367 contract between Seller and Buyer. 368 369 376 371 372 373 374 375 executed EAGLE BY AND Buyer MichdM Date of Buyer's Signature: 4 :e § Buyer �_ t W Date of Buyer's Buyer's Address: Eagle Coun(y Attorney's Of17c&P P(Z&0)( 850 Eagle CU 87ti37 Buyer's Telephone No: 970- 328 -8685 Buyer's Fax No: 328 -8699 376 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 291 377 MOUNTAIN HIGH AVIATION, LLC 378 by: 379 Seller S. Robert Levine 380 381 382 383 384 385 386 387 388 Date of Seller's Signature: Seller Date of Seller's Signature: Seller's Address: John W Dunn Dunn & Causey, LLC PO. Box 7717 Avon CO 81620 Seller's Telephone No: 970- 748 -6400 Seller's Fax No: 970- 748 -8881 29. COUNTER: REJECTION. This offer is ❑ Countered ❑ Rejected. Initials only of party (Buyer or Seller) who countered or rejected offer 389 END OF CONTRACT 390 Note: Closing Instructions should be signed on or before Title Deadline. 391 392 393 394 395 *•4- 396 397 398 399 400 CBS 3 -9 -99 Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ra - Financing Omitted) Page . 8 of 9 A copy of this document may be executed by each party, separately, and when each party has _taken together shqUJmWeeQpd to be a full and complete contract between the parties. This form produced by: FZWMUIat ep,We .- 800936 -1027 h 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 CBS 3 -9 -99 Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ranch - Financing Omitted) Page 9 of 9 This form produced h: FA7rmU/arl7e o,w d..- 800336 -1077 ;i cLLz - SZF -0L6 S30IAN3S JNIN33NIJN3 >IadVVHDN38 0 " - j0 `),iNf100 31OV3 130alVd NOIIVIAV H01H NIViNnovq rc w y a w z w o a I!7 �� ° � n Z ` Jo_Z LO � QJo! U •fG 02°QO N �� OZ O. 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[L Dm a OJ W Q g 0 N II T 3( t spa EL E =v °n s ^Y ET n nCL iL 8 E `orEE °rES n ^ L03Cxv LEGAL DESCRIPTION A parcel of land being a portion of Tract 60, Tract 61, Section 3, Section 4, Section 9 and Section 10, Township 5 South, Range 85 West, of the 6`� Principal Meridian, County of Eagle, State of Colorado, being those same lands conveyed in the instrument recorded in the Office of the Eagle County Clerk and Recorder at Reception No. 785448 to Mountain High Aviation, L.L.C., more particularly described as follows: Beginning at a survey monument found marking the witness corner to Angle Point 3 of Tract 57, Township 5 South, Range 85 West, being a 2 '' /z" diameter U.S.G.L.O. brass cap on %" diameter iron pipe from which Angle Point 2 of Tract 56, Township 5 South, Range 85 West bears North 00 °21' 00" East, 2634.54 feet. Thence, South 89 °29'56" West, a distance of 30.07 feet to a point in the north fence line of Cooley Mesa Road, from which an aluminum cap on rebar stamped L.S. 11204 bears South 00 °20'53" West, 0.16 feet. Thence, South 88 °54'21" West, along said fence line, a distance of 295.38 feet, to the true point of beginning, from which an aluminum cap on rebar stamped L.S. 11204 bears North 00 °21'22" East, 0.70 feet. Thence, South 89 °02'47" West, along said fence line, a distance of 183.69 feet, to a point. Thence, South 88 °48'38" West, along said fence line, a distance of 153.32 feet, to a point. Thence, South 88'24'15" West, along said fence line, a distance of 139.42 feet, to a point. Thence, South 89 °15'36" West, along said fence line, a distance of 182.47 feet, to a point. - Thence, South 89 °07'30" West, along said fence line, a distance of 263.89 feet, to a point. Thence, South 89 °12'22" West, along said fence line, a distance of 99.83 feet, to a point, from which an on rebar stamped L.S. 15710, bears South 21 °10'58" West, 0.49 feet. Thence, North 87 °02'49" West, a distance of 7.75 feet, to a point. Thence, South 88 °58'54" West, a distance of 20.20 feet, to an aluminum cap on rebar stamped L.S. 33428, from which the witness corner to Angle Point 3 of said Tract 60 bears South 39 °05'55" East, 76.42. }� 2 � Fp IT it AtR -om -o ' P, Thence, North 09 °30'57" West, a distance of 46.27 feet, to an aluminum cap on rebar stamped L.S. 11204. Thence, North 14 °45'42" West, a distance of 165.50 feet, to an aluminum cap on rebar stamped L.S. 11204. Thence, North 89 °21' 11" East, a distance of 21.02 feet, to an aluminum cap on rebar stamped L.S. 11204. Thence, North 89'00'17" East, a distance of 1080.65 feet, to a point on the west line of a parcel of land described in Book 278, at Page 800, in the Office of the Eagle County Clerk and Recorder, from which an aluminum cap on rebar stamped L.S. 11204, bears South 89 East, 0.26 feet. Thence, South 00 °21'22" West, along said west line, distance of 206.84 feet, to said true point of beginning, and containing 222,811 square feet or 5.1150 acres of land, more or less, as surveyed by Benchmark Engineering Services in April of 2002, and subject to all legal highways and easements of record, if any. f EXHIBIT "B" ADDENDUM OF TERMS AND CONDITIONS TO THE CONTRACT TO BUY AND SELL REAL ESTATE DATED JULY 2, 2002 1. This contract is contingent upon Buyer receiving a grant toward the purchase of the property from the Federal Aviation Administration ("FAA ") Airport Improvement Program. Buyer has applied to the FAA for the grant which will fund ninety percent of the purchase price. 2. In the event that the FAA fails to award Buyer grant funds as identified in paragraph 1 of this Exhibit B, Buyer shall have the right to determine whether in its sole discretion the purchase price can be paid from other airport or county funds on the same terms and conditions as set forth herein. If Buyer determines that other airport or county funds are available, the parties will proceed with the purchase and sale of the Property as set forth in this contract. If Buyer determines that alternative funds are not available, this contract shall terminate and all earnest money paid shall be returned to Buyer with interest. 3. This contract is contingent upon Buyer's review and acceptance of the grant terms and conditions from the FAA. Buyer shall review the terms and conditions of the grant within ten days of its receipt of the grant agreement. If unacceptable in Buyer's sole discretion, Buyer may terminate this contract and all earnest money shall be returned to Buyer with interest. 4. Seller shall cooperate with Buyer and FAA to assist Buyer in obtaining grant approval and shall diligently and timely pursue the same in good faith, execute all documents and furnish all information and documents required by them. Buyer agrees that it shall not intentionally cause any change in circumstances which would prejudice approval. 5. Buyer may apply to the Town of Gypsum for a zoning change to "Airport PUD ". Seller shall cooperate with Buyer to assist Buyer in obtaining "Airport PUD" zoning through the Town of Gypsum, Colorado. 6. Closine The parties understand that the precise timing of an award of grant monies from the FAA is unknown. While Buyer anticipates that any grant award may be made by September 30, 2002, it is agreed that the closing date may be extended to March 30, 2003. ?. Seller shall pay, if applicable, the two percent withholding tax required by the State of Colorado for foreign or out of state sellers, and any other tax attributable to it by virtue of the sale. 8. Seller and Buyer shall each pay one -half of any escrow fees or similar charges and one -half of closing costs and costs for preparation and recordation of any documents. 9. Seller's Warranties Seller hereby warrants and represents to the best of Seller's actual ° ty knowledge and except as otherwise disclosed, for the benefit of Buyer and its assigns, the following, both as of the date hereof as of the date of closing: A. All documents delivered to Buyer are originals or true and correct copies thereof. The information provided by Seller to Buyer hereunder does not contain any untrue statement of material fact and does not omit to state any material fact necessary in order to make the information provided hereunder not misleading. B. There are not presently pending any special assessments or condemnation actions against the property or any part thereof, nor has Seller received any notice of any special assessments or condemnation action being contemplated. There is no litigation or other proceeding pending, or threatened which would affect the property or its operation. C. The property does not contain any hazardous or toxic materials, including but not limited to, any chemicals or materials regulated as hazardous or toxic under any federal, state or local law, including without limitation, petroleum, lead paint, asbestos, PCB's and does not have located under it any underground storage tanks. In addition, no such hazardous or toxic materials have ever migrated from the Property to other property. There is no pending or threatened proceeding or action regarding clean up relating to the Property. D. Subject to the satisfaction of the conditions identified herein, all documents delivered by Seller to Buyer, now or at closing, have been or will be duly authorized and executed and delivered by Seller, and are legal, valid, and binding obligations of Seller, sufficient to convey title, and are enforceable. E. The parties executing this contract represent and warrant that they are fully authorized to execute it, subject to the conditions identified in the contract and any exhibits thereto. 10. Buyer's Warranties Buyer hereby warrants and represents to the best of Buyer's actual knowledge, for the benefit of Seller and its assigns, the following, except as set forth below, both as of the date hereof and as of the date of closing: A. This agreement and all documents delivered by Buyer to Seller, now or at closing, have been or will be duly authorized and executed and delivered by Buyer are legal, valid and binding obligations of Buyer and are enforceable. The parties executing this contract represent and warrant that they are fully authorized to execute it subject to any conditions identified in the contact or any exhibits attached hereto. 11. All representations and warranties and indemnities contained in this agreement or implied by law shall be deemed to survive closing and shall not merge with the deed, provided that, all such representations, warranties and indemnities shall terminate and be of no further force and effect after three (3) years from the date of closing. 12. Seller and Buyer agree to promptly provide each other with any and all new documents or other items affecting or regarding the Property on an ongoing basis until closing. 13. Until possession is delivered to Buyer, Seller agrees at its sole cost and expense to manage and maintain and keep the property in not less than the same manner and in the same order and condition as they are managed and maintained and kept as of the date of execution of this contract. 14. Should any act or notice required hereunder fall on a weekend or holiday, the time for performance shall be extended to the next business day. 15. Notwithstanding anything to the contrary contained in this contract, the Buyer shall have no obligations under this Agreement, nor shall any payment be made to Seller without any appropriation therefore by Buyer in accordance with a budget adopted by the Board of County Commissioners. Further, Seller understands that this contract must be approved by the Board of County Commissioners at a regularly scheduled public meeting. All obligations payable beyond the current fiscal year are subject to funds being available and appropriated. EAGLE COUNTY, STATE OF COLORADO BY ITS BO PF / O � UNTY C SSIONERS By: \1J Michael L. Gallagher, airman I r207KY� 4 ..1 Clerk to the Board of County Commissioners MOUNTAIN HIGH AVIATION, LLC By: S. Robert Levine G:\dhm \levineexhibitb All of Grantor's right title and interest in and to all water rights, ditches and ditch rights, 3 wells appurtenant to and used in conjunction with the property described on exhibit "A='1 attached hereto, and including, but not limited to all of grantors right, title and interest in and to the following water rights: 100 % of the water in the Fritz Wells Nos. 1, 2, and 3. The water rights in the Fritz Wells, their case number, source, and decreed right of diversion in cubic feet per second are described as follows: Fritz Well No. 1 Eagle River Alluvium 0.44, W -3705 (now 96CW386) District Court, Water Division 5, Colorado. Fritz Well No. 2 Eagle River Alluvium 0.44, W -3705 (now 96CW386) District Court, Water Division 5, Colorado. Fritz Well No. 3 Eagle River Alluvium 0.44, W -3705 (now 96CW386) District Court, Water Division 5, Colorado. EXHIBIT A PARCEL .B A PARCEL OF LAND LOCATED IN TRACTS 60 AND 61 AND SECTIONS 3 AND 4 ALL IN TOWNSHIP 5 SOUTH, RANGE 85 WEST OF THE 6TH PRINCIPAL MERIDIAN ACCORDING TO THE INDEPENDENT RESURVEY OF SAID TOWNSHIP AND RANGE AS APPROVED BY THE U.S. SURVEYOR GENERAL'S OFFICE IN DENVER, COLORADO ON JUNE 20, 1922. ALL BEARINGS BEING RELATIVE TO A BEARING OF NORTH 00 DEGREES 21 MINUTES 00 SECONDS EAST FROM A BRASS CAP SET AS A WITNESS CORNER FOR ANGLE POINT 3 OF TRACT 57 TO A BRASS CAP SET FOR ANGLE POINT 2 OF TRACT 57. SAID PARCEL BEING MORE PARTICULARLY.DESCRIBED AS FOLLOWS: BEGINNING AT 'A POINT ON THE WEST BOUNDARY OF A PARCEL OF LAND DESCRIBED BY RECEPTION NO. 172262 OF THE EAGLE COUNTY, COLORADO RECORDS ALSO BEING THE NORTHEASTERLY CORNER -OF A PORTION OF PARCEL DESCRIBED BY RECEPTION NO. 256102 OF THE EAGLE COUNTY, COLORADO RECORDS, WHENCE A BRASS CAP SET FOR ANGLE POINT 1 OF SAID TRACT 60, ANGLE POINT 2 OF TRACT 57, ANGLE POINT 3 OF TRACT 56 AND ANGLE POINT 4 OF TRACT 59 BEARS NORTH 16 DEGREES 09 MINUTES 26 SECONDS EAST, 1193.69 FEET; THENCE NORTH OD DEGREES 21 MINUTES 00 SECONDS EAST, 45.57 FEET ON THE WEST BOUNDARY AS DESCRIBED IN SAID RECEPTION NO. 172262; THENCE'SOUTH 89 DEGREES 00 MINUTES 15 SECONDS WEST, 1080.98 FEET TO THE EAST BOUNDARY OF A ROAD AS DESCRIBED IN SAID RECEPTION NO. 256102; THEItCE SOUTH 15 'DEGREES 01 MINUTES 00 SECONDS EAST, 36.53 FEET ON THE EAST BDUNDARY:OF "SAID ROAD AS. DESCRIBED IN SAID RECEPTION NO. 256102;" THENCE NORTH 89 DEGREES 32 'MINUTES 44 SECONDS EAST, 1071.10 FEET ON THE NORTH BOUNDARY OF A PORTION OF LAND AS DESCRIBED IN SAID RECEPTION NO. 256102 TO THE POINT OF BEGINNING, COUNTY OF EAGLE, -STATE OF COLORADO. PARCEL C A PARCEL OV 'LAND LOCATED IN TRACTS 60 AND. AND* SECTIONS 3, 4., 9 AND 10 ALL IN TOWNSHIP 5 "SOUTH, RANGE 85 WEST OF THE, 6TH PRINCIPAL - MERIDIAN ACCOROING"TO "TAE INDEPENDENT RESURVEY OF SAID:TOWNSHIP'AlM RANGE BY THE U .S; SURVEYOR GENERAL'S OFFICE IN DEN'(>E,Ij, . COLORADO ON JUNE 20, 1922. A�IrL""EEARINGS BEING RELATIVE TO A BEARING OF, NORTE 00 DEGREES 21 MINDTXS 00 SECONDS EAST FROM A BRASS CAP SET AS A WXTNESS.:CORNER FOR ANGLE POINT 3 OF TRACT 57. TO 'A BRASS CAP SET FOR ANGLE POINT 2 OF T1tACT`57', SAID PARCEL.BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGININNING AT A POINT ON THE WEST BOUNDARY OF A OF LAND DESCRIBED SY RECEPTION NO. 172262 OF THE EAGLE COUNTY, COLORADO RECORDS ALSO BEING THE NORTHEASTERLY CORNER :OF A PORTION OF A PARCEL OF LAND DESCRIBED BY RECEPTION NO. 256102 OF THE EAGLE CUNTY, COLORADO RECORDS WHENCE A BRASS CAP SET FOR ANGLE POINT 1 OF SAID TRACT 60, ANGLE POINT 2 OF TRACT 57., ANGLE POINT 3 OF TRACT 56 AND ANGLE POINT 4 OF TRACT 59 BEARS NORTH 16 DEGREES 09 MINUTES 26 SECONDS EAST, 1193.69 FEET; THENCE ON THE BOUNDARY OF SAID PARCEL AS DESCRIBED BY RECEPTION NO. 25610.2 OF . THE EAGLE COUNTY RECORDS THE FOLLOWING SEVEN (7) COURSES: " 1.'SOUTH 89 DEGREES 32 MINUTES 44 SECONDS WEST 1071.1.0 i•EET; 2. NORTH 15 DEGREES 01 MINUTES 00 SECONDS WEST 36.53 : FEET; 3. SOUTH 89 DEGREES AO MINUTES 15 SECONDS WEST 21..6,0 FEET; 4. SOUTH 15 DEGREES 01 MINUTES 00 SECONDS EAST, 165.49, FEET; 5. SOUTH 09 DEGREES 12 MINUTES 08 SECONDS EAST, 47.13 FEET; 6. NORTH 89 DEGREES 00 MINUTES 15 SECONDS EAST, 20.20 FEET; 7. NORTH 88 MINUTES 56 MINUTES 31 SECONDS EAST, 1030.72 FEET (RECORD CALL IS NORTH 69 DEGREES 00 MINUTES 15 SECONDS EAST, 1030.39 FEET) TO THE SOUTHWEST CORNER OF A PARCEL OF LAND DESCRIBED BY PARCEL NUMBER 172262; THENCE NORTH 00 DEGREES 21 MINUTES 00 SECONDS EAST, 160; 58 FEET ON THE WEST BOUNDARY OF SAID PARCEL DESCRIBED BY- RECEPTION NO. 172262, COUNTY OF EAGLE, f ff 3 .. STATE OF COLORADO. I 3� n ' k&'GRIBED AS PARCELS B AND C,' COUNTY AIRPORT - DELATTE SUBDIVISION, ' ji