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HomeMy WebLinkAboutC07-289 Leadville Bus Barn_contract for purchase8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS 3-7-04) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Date: 3/16107 Purchase Price: $145,000.00 1. AGREEMENT.. Buyer agrees to buy and the undersigned Seller agrees to sell the Property defined below on the terms and conditions set forth in this contract. 2. DEFINED TERMS a. Buyer. Buyer, — Engle County Government will take title to the real property described below a- l Joint Tenants Tenants In Common X Other b. Property. The Property is the following legally described real estate: Approximately 2.092 acres on Highway 24 at County Road 6 /n Leadville, Colorado as more particularly defined on the attached Exhiblt A. in the County of Lake _ ,Colorado, commonly known as No. Street Address City State Zip together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded. C. Dates and Deadlines. Item No. Reference Event Date or Deadiine 1 § 5a Loan Application Deadline n/a 2 § 5b Loan Commitment Deadline n/a 3 § 5c Buyer's Credit Information Deadline Ma 4 5 § 5C § 5d Disapproval of Buyer's Credit Deadline Existing Loan Documents Deadline rVa n/a 6 § 5d Objection to Existing Loan Deadline n/a 7 § 5d Approval of Loan Transfer Deadline n/a 8 § 6a(4) Appraisal Deadline 4170177 9 § 7a Title Deadline 4✓20/07 10 § 7c Survey Deadline 4170107 11 § 8c Survey Objection Deadline 4127/07 12 § 7b Document Request Deadline 4120107 13 § 8a Title Objection Deadline 4127W 14 § 8b Off -Record Matters Deadline 4170/07 15 § 8b Off -Record Matters Objection Deadline 7/25107 16 §10 Seller's Property Disclosure Deadline 41"7 17 § 10a Inspection Objection Deadline 14127107 18 § 10b Resolution Deadline 7130107 19 § 10c Property Insurance Objection Deadline We 20 § 11 Closing Date 7131107 21 § 16 Possession Date day of closing 22 § 16 Possession Time immediately upon closing 23 § 27 Acceptance Deadline Date 3127/07 24 § 27 Acceptance Deadline Time noon/mst CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 1 of 10 Initials This forth produced by: YLkLel-,aft ng%at -+ 80033-1027 X28 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 d. Attachments. The following are a part of this contract: Addendum to Contract, Exhibit A" e. Applicability of Terms. check or similar mark in a box means that such provision is applicable. The abbreviation "N/A" means not applicable. The abbreviation "MEC" (mutual execution of this contract) means the latest date upon which both parties have signed this contract. 3. INCLUSIONS AND EXCLUSIONS. The Purchase Price includes the following items (Inclusions): a. Fixtures. if attached to Property on the date of this contract, lighting, heating, plumbing, ventilating, and air conditioning fixtures, inside telephone wiring and connecting blocksracks, plants, mirrors, floor coverings, intercom systems, sprinkler systems and controls, and none b. Exclusions. The following attached fixtures are excluded from this sale: none C. Personal Property. 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. If checked, the following are included: L1 Smoke/Fire Detectors ❑ Security Systems; and Na d. Transfer of Personal Property. The Personal Property to be conveyed at Closing shall be conveyed, by Seller, free and clear of all taxes, (except personal property taxes for the year of closing), liens and encumbrances, except Na Conveyance shall be by bill of sale or other applicable legal instrument. e. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: none f. Water Rights. The following legally described water rights: All water rights appurtenant to the property g. Growing Crops. With respect to the growing crops Seller and Buyer agree as follows: Na 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U. S. Dollars by Buyer as follows: Item Reference: Item Amount Amount No. 1 § 4 Purchase Price $ 145,000.00 2 § 4a Earnest Money $ 2,000.00 3 § 4b(1) New First Loan Na 4 § 4b(2) New Second Loan Na 5 § 4c Assumption Balance Na 6 § 4d Seller or Private Financing Na 7 8 9 § 4e Cash at Closing3143,E-00 10 TOTAL $ 145,000.00 $ 145,000.00 Note: If there is an inconsistency between the Purchase Price on the first page and this § 4, the amount in § 4 shall control. a. Earnest Money. The Earnest Money set forth in this section, in the form of certified check is part payment of the Purchase Price and shall be payable to and held by United Country Alpine Realty CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 2 of 10 Initials This form produced by: "th"iu Fai nudator-0 800336-1027 71 (Earnest Money Holder) in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered 72 with this contract unless the parties mutually agree and set forth a different deadline in writing for its payment. The parties 73 authorize delivery of the Earnest Money deposit to the closing company, if any, at or before Closing. In the event Earnest 74 Money Holder has agreed to have interest on earnest money deposits transferred to a fund established for the purpose of 75 providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the 76 Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. 77 +11ew-heO1t 78 79 _ 80 , 81 , 82ble a! Opp e9ei 448101Y r tinell�diMK� 83 , 84 85 . 86 , 87 leem diaeemq! paiM _- 814811 he paid by __- 88 , shet" be paid gr 89 90 {p) Flew Beeend beem Otiyv shall 61606=4 anewl-OF. 98 -0 -hi. -H....- 91 92 , 93 94 95 . 96 paimis, 97 ale, 11he N -9�- P80=08 Shall be Paid by 98 and 11he 19818mes, *0 any, shall 198 paid 99 jib-efthe-FslN7 100 60"Wit- 101 e; 102 -� tillefadiPlg-p14�lA1pQi; 103 104 105 106 , 107 108 and imiemsi, 109 110 $r , 111 - 112 , 113 114 115 116 117 an !he note SO in-PI'Mi-el. 118 El (UGGG No Beloult Rate) PIT -9 80 6 04 E� (Beletill Rate) PRO 84 6 84 119 Q-BlhEl' , 120 121 122 El_ { 123 $- �1C1� jab Payable e* 124 pe. 125 petymemqiq shall 126 This form produced by: u1uu11_* 600336-1027 127 128 estale 189tes, 129 130 131 el t tiet Shall 19&-_ 96 P& 019ftlffl, (0) d8lifttlit Mt& rma Shedl bar- 46 p -F -9.9 M.Or", (4) Buyer rnsy-pmpar 132 133 amd deliver, at Gleei 9g, a Seem iIy Ag -eemen! ffl&=9@Hqg Simerme 9! ummW9 !he lielde" el f1he p Moses � male 8- 134 135 136 e. Cash at Closing. All amounts paid by Buyer at Closing including Cash at Closing, plus Buyer's closing costs, 137 shall be in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, 138 savings and loan teller's check and cashier's check (Good Funds). 139 3- 140 141 142 Beed1his (S 2e). Buye - shall eeepe ale with Semi & 811 d_-1 able* i lea 4 eppm%al, diligeMly --a same on geed 143 , 144 145 146 147 148 149 150 , me the- Lee-- to SkAeum stlelve- 151 152 , 153 e- 154, 155 156 , 157 , 158 159 160 , 161 , 162 leMlIAi*r1AO. 163 d- 164 deeto iteme geludhig gale, deed -11. mal, mid m4y 44seliftelism4e) fe Buyer by Eviste %,, been Be e A to (§ 1?8). +W& 165 166 167 , 168 , eKeepl 169 , 170 171 . 172 6. APPRAISAL PROVISIONS. 173 a. Appraisal Condition. This subsection a. X Shall ❑ Shall Not apply. 174 175 Buyer shall have the sole option and election to terminate this contract if the Purchase Price exceeds the Property's 176 valuation determined by an appraiser engaged by Buyer . The contract shall terminate by Buyer 177 giving Seller written notice of termination and either a copy of such appraisal or written notice from lender that confirms the 178 Property's valuation is less than the Purchase Price, received on before Appraisal Deadline (§ 2c). If Seller does not receive 179 such written notice of termination on or before Appraisal Deadline (§ 2c), Buyer waives any right to terminate under this 180 subsection. CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 4 of 10 Initials This form produced by: 1151t'-1'tF0/jjKjj9tW-* 8W-336-1027 181 b. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this contract shall be timely paid by 182 X Buyer El Seller. 183 7. EVIDENCE OF TITLE. 184 a. Evidence of Title. On or before Title Deadline (§ 2c), Seller shall cause to be furnished to Buyer, at Seller's 185 expense, a current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, 186 or if this box is checked, ❑ An Abstract of title certified to a current date. At Seller's expense, Seller shall cause the title 187 insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. If a title insurance commitment 188 is furnished, it X Shall El Shall Not commit to delete or insure over the standard exceptions which relate to: 189 (1) parties in possession, 190 (2) unrecorded easements, 191 (3) survey matters, 192 (4) any unrecorded mechanic's liens, 193 (5) gap period (effective date of commitment to date deed is recorded), and 194 (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. 195 Any additional premium expense to obtain this additional coverage shall be paid by 11 Buyer XSeller. 196 b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer and 197 Buversafforney , (1) a copy of any plats, declarations, 198 covenants, conditions and restrictions burdening the Property, and (2) if a title insurance commitment is required to be 199 furnished, and if this box is checked X Copies of any Other Documents (or, if illegible, summaries of such documents) listed 200 in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to furnish these 201 documents pursuant to this subsection if requested by Buyer any time on or before Document Request Deadline (§ 2c). This 202 requirement shall pertain only to documents as shown of record in the offices of the clerk and recorder. The abstract or title 203 insurance commitment, together with any copies or summaries of such documents furnished pursuant to this section, constitute 204 the title documents (Title Documents). 205 C. Survey. On or before Survey Deadline (§ 2c) G Seller X Buyer shall cause Buyer and the issuer of 206 the Title Commitment or the provider of the opinion of title if an abstract, to receive a current X Improvement 207 Survey Plat El Improvement Location Certificate E (the description checked is 208 known as Survey). An amount not to exceed $ 1,000 for Survey shall be paid by X Buyer ❑ Seller. If the cost 209 exceeds this amount, Buyer shall pay the excess on or before Closing. 210 8. TITLE AND SURVEY REVIEW. 211 a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of 212 unmerchantability of title, form or content of Title Commitment or of any other unsatisfactory title condition shown by the Title 213 Documents, notwithstanding § 12, shall be signed by or on behalf of Buyer and given to Seller on or before Title Objection 214 Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any change to the Title Documents or endorsement to 215 the Title Commitment together with a copy of the document adding any new Exception to title. If Seller does not receive Buyer's 216 notice by the date specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. 217 b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off -Record Matters 218 Deadline (§ 2c) true copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to 219 Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other 220 title matters (including, without limitation, rights of first refusal, and options) not shown by the public records of which Seller has 221 actual knowledge. Buyer shall have the right to inspect the Property to determine if any third party has any right in the Property 222 not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written 223 notice of any unsatisfactory condition disclosed by Seller or revealed by such inspection, notwithstanding § 12, shall be signed 224 by or on behalf of Buyer and given to Seller on or before Off -Record Matters Objection Deadline (§ 2c). if Seller does not 225 receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual 226 knowledge. 227 C. Survey Review. Buyer shall have the right to inspect Survey. If written notice by or on behalf of Buyer of any 228 unsatisfactory condition shown by Survey, notwithstanding § 8b or § 12, is received by Seller on or before Survey Objection 229 Deadline (§ 2c) then such objection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice 230 by Survey Objection Deadline (§ 2c), Buyer accepts Survey as satisfactory. 231 d. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 232 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 5 of 10 Initials This form produced by: tnr"u1F0rnK&dW—* 80033&1027 233 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR 234 INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 235 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 236 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT 237 FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, 238 EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN 239 INCREASE 1N SUCH MILL LEVIES. 240 In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a 241 result, if written notice is received by Seller on or before Off -Record Matters Objection Deadline (§ 2c), this contract shall 242 then terminate. If Seller does not receive Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in 243 such special taxing district and waives the right to terminate. 244 e. Right to Object, Cure. Buyer's right to object shall include, but not be limited to those matters listed in § 12. If 245 Seller receives notice of unmerchantability of title or any other unsatisfactory title condition or commitment terms as provided in 246 subsections 8 a, b, c and d above, Seller shall use reasonable efforts to correct said items and bear any nominal expense to 247 correct the same prior to Closing. If such unsatisfactory title condition is not corrected to Buyer's satisfaction on or before 248 Closing, this contract shall then terminate; provided, however, Buyer may, by written notice received by Seller on or before 249 Closing, waive objection to such items. 250 f. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 251 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 252 including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, 253 leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development 254 and environmental matters. The surface estate may be owned separately from the underlying mineral estate, and 255 transfer of the surface estate does not necessarily include transfer of the mineral rights. Third parties may hold 256 interests in oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give 257 them rights to enter and use the Property. Such matters may be excluded from the title insurance policy. Buyer is advised to 258 timely consult legal counsel with respect to all such matters as there are strict time limits provided in this contract (e.g., Title 259 Objection Deadline [§ 2c] and Off -Record Matters Objection Deadline [§ 2c]). 260 9. LEAD-BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwellings for 261 which a building permit was issued prior to January 1, 1978, this contract shall be void unless a completed Lead -Based Paint 262 Disclosure (Sales) form is signed by Seller and the required real estate licensees, which must occur prior to the parties signing 263 this contract. 264 10. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER DISCLOSURE. On or before Seller's 265 Property Disclosure Deadline (§ 2c), Seller agrees to provide Buyer with a Seller's Property Disclosure (Vacant Land) form 266 completed by Seller to the best of Seller's current actual knowledge. 267 a. Inspection Objection Deadline. Buyer shall have the right to have inspections of the physical condition of the 268 Property and Inclusions, at Buyer's expense. If the physical condition of the Property or Inclusions is unsatisfactory in Buyer's 269 subjective discretion, Buyer shall, on or before Inspection Objection Deadline (§ 2c): 270 (1) notify Seller in writing that this contract is terminated, or 271 (2) provide Seller with a written description of any unsatisfactory physical condition which Buyer requires 272 Seller to correct (Notice to Correct). 273 If written notice is not received by Seller on or before Inspection Objection Deadline (§ 2c), the physical condition of the 274 Property and Inclusions shall be deemed to be satisfactory to Buyer. 275 b Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in 276 writing to a settlement thereof on or before Resolution Deadline (§ 2c), this contract shall terminate one calendar day following 277 the Resolution Deadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice to 278 Correct. 279 C. Insurability. This contract is conditioned upon Buyer's satisfaction, in Buyer's subjective discretion, with the 280 availability, terms, conditions and premium for property insurance. This contract shall terminate upon Seller's receipt, on or 281 before Property Insurance Objection Deadline (§ 2c) of Buyer's written notice that such insurance was not satisfactory to 282 Buyer. If said notice is not timely received, Buyer shall have waived any right to terminate under this provision. 283 d. Damage, Liens and Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering 284 reports or for any other work performed at Buyer's request and shall pay for any damage which occurs to the Property and 285 Inclusions as a result of such activities. Buyer shall not permit claims or liens of any kind against the Property for inspections, 286 surveys, engineering reports and for any other work performed on the Property at Buyer's request. Buyer agrees to indemnify, CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 6 of 10 Initials This form produced by: u4iW1nFbmx&Wtor-* 800-336-1o27 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable attorney and legal fees. The provisions of this subsection shall survive the termination of this contract. 11. CLOSING. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as Closing Date (§ 2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by mutual agreement of Buyer/Seller 12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient general warranty deed to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in accordance with § 8a (Title Review), b. distribution utility easements, C. those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and which were accepted by Buyer in accordance with § 8b (Matters not Shown by the Public Records) and § 8c (Survey Review), d. inclusion of the Property within any special taxing district, e. the benefits and burdens of any declaration and parry wall agreements, if any, and f. other n/a 13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the proceeds of this transaction or from any other source. 14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. Fees for real estate Closing services shall be paid at Closing by X One•haff by Buyer and One-half by Seller ❑ Buyer ❑ Seller ❑ Other The local transfer tax of n/a % of the Purchase Price shall be paid at Closing by ❑ One-half by Buyer and One-half by Seller ElBuyer ❑ Seller ❑ Other. Any sales and use tax that may accrue because of this transaction shall be paid when due by ❑ Buyer ❑ Seller. 15. PRORATIONS. The following shall be prorated to Closing Date (§ 2c), except as otherwise provided: a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing X Most Recent Mill Levy and Most Recent Assessment ❑ Other b. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. Security deposits held by Seller shall be credited to Buyer. Seller shall assign all leases to Buyer and Buyer shall assume such leases. C. Other Prorations. Water and sewer charges; interest on any continuing loan, and those of record d. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 16. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ 2c), subject to the following leases or tenancies: none If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable to Buyer for payment of $ 500.00 per day from the Possession Date (§ 2c) until possession is delivered. 17. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without Seller's prior written consent. Except as so restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 7 of 10 Initials This form produced by: kttkLO16A�—* 80033&1027 339 18. INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this 340 contract, the Property, Inclusions or both shall be delivered in the condition existing as of the date of this contract, ordinary wear 341 and tear excepted. 342 a. Casualty Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty prior to 343 Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same 344 before the Closing Date (§ 2c). In the event such damage is not repaired within said time or if the damages exceed such sum, 345 this contract may be terminated at the option of Buyer by delivering to Seller written notice of termination. Should Buyer elect to 346 carry out this contract despite such damage, Buyer shall be entitled to a credit, at Closing, for all the insurance proceeds 347 resulting from such damage to the Property and Inclusions payable to Seller but not the owners' association, if any, plus the 348 amount of any deductible provided for in such insurance policy, such credit not to exceed the total Purchase Price. 349 b. Damage, Inclusions and Services. Should any Inclusion or service (including systems and components of the 350 Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this contract and Closing or possession, 351 whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion or service with a unit of 352 similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such 353 Inclusion, service or fixture is not the responsibility of the owners' association, if any, less any insurance proceeds received by 354 Buyer covering such repair or replacement. The risk of loss for any damage to growing crops, by fire or other casualty, shall be 355 borne by the party entitled to the growing crops, if any, as provided in § 3 and such party shall be entitled to such insurance 356 proceeds or benefits for the growing crops, if any. 357 C. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk 358 through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this 359 contract. 360 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that 361 the respective broker has advised that this document has important legal consequences and has recommended the 362 examination of title and consultation with legal and tax or other counsel before signing this contract. 363 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 364 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other 365 obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: 366 a. If Buyer is in Default: 367 ❑ (1) Specific Performance. Seller may elect to treat this contract as canceled, in which case all payments 368 and things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such 369 damages as may be proper, or Seller may elect to treat this contract as being in full force and effect and Seller shall have the 370 right to specific performance or damages, or both. 371 ❑ (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyer 372 and retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that 373 such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER'S 374 SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies 375 of specific performance and additional damages. 376 b. If Seller is In Default: Buyer may elect to treat this contract as canceled, in which case all payments and things 377 of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to 378 treat this contract as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. 379 C. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the arbitrator or court 380 shall award to the prevailing party all reasonable costs and expenses, including attorney and legal fees. 381 21. MEDIATION. If a dispute arises relating to this contract, prior to or after closing, and is not resolved, the parties shall 382 first proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial 383 person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties 384 to the dispute must agree before any settlement is binding. The parties will jointly appoint an acceptable mediator and will share 385 equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is 386 not resolved within 30 calendar days of the date written notice requesting mediation is sent by one party to the other at the 387 parry's last known address. This section shall not alter any date in this contract, unless otherwise agreed. 388 22. EARNEST MONEY DISPUTE. In the event of any controversy regarding the Earnest Money and things of value 389 (notwithstanding any termination of this contract or mutual written instructions), Earnest Money Holder shall not be CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 8 of 10 Initials This form produced by: 11841011 * 800336-1027 390 required to take any action. Earnest Money Holder may await any proceeding, or at its option and sole discretion, interplead all 391 parties and deposit any money or things of value into a court of competent jurisdiction and shall recover court costs and 392 reasonable attorney and legal fees. 393 23. TERMINATION. In the event this contract is terminated, all payments and things of value received hereunder shall be 394 returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10d, 21 and 22. 395 24. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 396 Commission.) 397 See Addendum to Contract attached hereto and incorporated herein. 398 399 400 401 402 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This agreement constitutes the entire contract between the 403 parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged 404 and integrated into this contract. No subsequent modification of any of the terms of this contract shall be valid, binding upon the 405 parties, or enforceable unless made in writing and signed by the parties. Any obligation in this contract that, by its terms, is 406 intended to be performed after termination or Closing shall survive the same. 407 26. NOTICE, DELIVERY AND CHOICE OF LAW. 408 a. Physical Delivery. Except for the notice requesting mediation described in § 21, and except as provided in 409 §26b below, all notices must be in writing. Any notice to Buyer shall be effective when received by Buyer or by Selling 410 Brokerage Firm, and any notice to Seller shall be effective when received by Seller or Listing Brokerage Firm. 411 b. Electronic Delivery. As an alternative to physical delivery, any signed document and written notice may be 412 delivered in electronic form by the following indicated methods only: ❑ Facsimile ❑ E-mail ❑ None. Documents with original 413 signatures shall be provided upon request of any party. 414 C. Choice of Law. This contract and all disputes arising hereunder shall be governed by and construed in 415 accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in this 416 state for property located in Colorado. 417 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and 418 Seller, as evidenced by their signatures below, and the offering party receives notice of acceptance pursuant to § 26 on or 419 before Acceptance Deadline Date (§ 2c) and Acceptance Deadline Time (§ 2c). If accepted, this document shall become a 420 contract between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party 421 has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the 422 parties. 423 424 Date: 31 M7 EAGLE COUNTY GOVERNMENT Date: 425 426 427 Buyer By: Sara J. Fisher Chairman Pro Tem Buyer 428 429 Address: c% County Attorney's Office Address: 430 POB 850, Eagle, CO 81631 431 Phone No.: (970) 328-8685 Phone No.: 432 Fax No.: (970) 328-8699 Fax No.: 433 434 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 28] 435 436 Date: Date: 437 438 439 Seller Judith B. Springer Date: Seller Ruby F. Anderson Date.,- ate:440 440 441 Adelreesi Add e'ss. 442 Seller: Beverly Sparrowk Date: Seller. Deanna Ratcliff Date: 443 Phone No.: Phone No.: 444 Fax No.: Fax No. 445 446 28 . COUNTER; REJECTION. This offer is ❑ Countered C Rejected. CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 9 of 10 Initials This form produced by: 800,336-1027 Frac United Country Alpine Realty 7194862181 04/03/2007 13:17 8119 F.002/002 sac 391 3rN 9a3 3a4 vas has 397 as Mo 400 4W 402 403 404 406 408 407 4W 40a 410 411 412 413 414 415 410 417 418 419 420 421 422 429 494 4M 428 40 428 40 490 431 432 43$ 49s 496 436 437 498 499 410 441 442 443 444 446 448 required to telae any action. Earnest Money Holder may await any proceeding, or at its option end sole discretion, Irderpbad all parties and deposit any money or things of value into a court of competent jurisdiction and shall recover Cour# costs and reamonabfa attorney and legal tees. 2& TIUMNATION, In the event oris ocntract is taiminated, all paynnsnts and things of value received hereunder shall be raaaned and the p Mise shall be rekevW of all obligatlone herwhmdsr, ahhbjed to §§ 1 ft 21 and 22- 24, 224, ADOMONAi. PROVISI ON& iThe Wowing additional WwWons have not been approved by the Colorado Reed Este Commission.) SWAdolertdurn10C=&WxdwhWilwWo& rlAwwpwmftdhrrsia 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL This agreement conatituas"entirr contract between the Will" relating to the subject hereof, and any Prior apneements pertaining Reel% whether oral or written. hour been merged and kit mied into ifs ow am No subsequent modttication d any of tihe bm,s of d to eonbard dW be vaK bkrdkhg upon the parties. or er*WaN6ls unless made In writing and signed by the parka. Any obligation In thie contract ft% by Its torms, is kaerMed to be periortrred altar termination or Cioskrg viral survAm the same. 2L NOTICE, DEi.IV# M AND OMM OF LAW. a. Plnyaiad Delivery. EXCW for the notice MW"ng mediahlon descr bed in § 21, and awspi as provided in §26b below, all notices must be in writing. Any notice to Buyer shall be effective when received by Buyer or by Selling Brolosrege tgrm, and any nolloe to Seller shell be aiiective when received by Setiw or Listing Brokerage Finn. As an afterna0m to ed dommmd mW w*W room may be delivered In electronic form by the lowing indtcrtad rn *w& oI r>hr17i�ry, 13 Nonce aocumerft with origkw sigrretures shell 1x4 provided upon rrqu W of any perty. G. Choke of Law. This contract and all disputes arising hereunder shag be goyenhed by and construed in accordance with do kws of the Stats of Colorado that would be apptics6ie to Colorado nesklw to who sign a conbud in the at@% for property IoaeIII ad in Colorado. 27. NOTICE OF ACCEPTANCE, COUWMFkPARTB. This proposal shaft 0*0 Oftes accepted in writing, by Buyer and Serer, as evidenced by theft ftwitures below, and the offering party receivers native of aeeeptarres pursuant to § 26 an or before Aoosps na Deadlintw Dale (§ 20) and Aoesptsrroe Ds xom Tine ($ 2c).1 accepted, ft document shat become a contract between Seller and Buyer. A copy of this document may be executed by etch party, sgxwiely, and when each party has executed a copy thwreof, such copiee taken togedw shat be deemW to be a ful and comph" ton had between the paws. Address: _ era0WWAtt nn0dffr PCs aeg Mak 001 term Phone No.; M7+tj204M Fax No: MM2W4M Phone No.: Fax No.: - p GM- E thfe offer M being co tiered or m l l Pied, do not syn *b doeaaew* Rskr too § 2Q Dais: Data. 9,&7 $eller ARMIL SA►en9er SGlI@& AWF. i f Address: Severn Amorth sawyoadr QML�._ Phone No.: Fax No.: Address #&%- Qi isnr r ItisOW Vow Phone No.: Fax No. : 28. COUNTER; RESECTION. This offer is OCWJMWod ©Rae CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ES"#'ATE (VACANT LAND - FARM - W1 " tie 9 of 10 tai fm woam.d by swam= Frail:United Country Alpine Redity 71SM181 04/06/2M7 15:38 9128 F.ami018 990 391 994 396 we 8Ci 996 399 400 40t 402 403. 404 4% 400 407 408 409 410 411 412 413 414 416 410 417 418 419 420 421 4,72 479 494 4225 426 427 426 429 490 431 482 483 494 436 498 437 498 489 440 441 442 443 444 446 418 neulred to take any solion. Earnest Money Holder may await any proceeding, or at Its q*w and ode dlemkion, ntsmplead all parties and deposit any money or things of value into a court of competent jurisdiction and shall recover cant cosle and reasonable altomey and 1agN fees. 23. TERMINATION. In the event this contract is terminated, all payments surd things of value received hereunder shall be MkO nW and Cha parties shall be mlheved of all obigetiorts hereunder, subject to 1§ 10d, 21 and 22. 24. DDIT}iONAL PROVISIONS. (The following atiftmei prate have not been appmoved by the Colorado Real 8wAddWdtrurM0Qrr vW itaof, athrnband&XWvpWAtsdhwvkL 2L ENTIRE AGREEMeNT, MODIFICATION, SURVIVAL This agraenrant constitutes the entire oontract between the parties retetlng to the sutrjsrd hereof, and any prior agrbements perWnhg threre1% whetirer oral or wriltan, hems been merged and integrated info this contract. No vA=qusnt =W1111wllon of any of the teens of this corrbyrct shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the partles. Any obligation In this contract 11Mt, by Its terms, Is intended fa be performed after termination or Closing shall survive the same. 2& WOME, DEt.NERY AND CHOICE OF LAW. a. • iehyskW Dsflvsry. Except for the rroiiae requesting mediation deaomned in # 21, and emospt as provided in 126b below, all notices must be in writing. Any notice to Buyer shall be effective when recehned by Buyer or by Belling Brokerage Firm, and any noGos to Seller dant be afto ive when received by Saler or Usft Bmkwage Firm. b. Efsobonlc DWlwry. As an alternative to physical delivery, any signed doasnent and written notice may be dellverad In elerdrenic form by the folbwing urticated methods onty: n Fir *WM O E -smelt © Now Dorrurnents will orf kW slgr sem shah be provided upon request of any paft. c. Choice of Leer*. This contract and all disputes arising hereunder shall be gummed by and construed in accordance with the laws of the MOB of Colorado that would be applicable to Colorado residents who sign a contract In this side for properly looetad In Colorado 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shell expire Wiese sccspled in wrung, by Suyer ,and Seller. as evidenced by their signatures below, and the dferng party reaches notice of acceptance purirua d to 126 an or before AcosOsnee Dsadsns Dais (120) and Aooapinnp Deodilrw Time % 20j. If socepied, this d0ownent shall become a coniract between Seller and Buyer. A copy of this dow"ent may be executed by each ply. >epwalsly, and when each party has exearted a copy thereof, such 00131" taken Nether shall be deemed to be a full and complete contract between the parties. Address: ab 0@W&AMpM!j! data. POM A% t3aft 00 Simi Phone No.: ltd Fax No.: tsmsay4n o Phone No.: Fax No.: _ _ DOM' It thle offer In behg vour*n d or rrrJocisd, do not alga this dooranem neftw to; mq Dais: DOW sever wader a tiimrlrrpar vMW — Addres& Sarver; t rerlr fiey mk Drirar Pixxre No.: Fax Nla: CIS 3.7-04 CONTRACT TO BUY AND SELL REAL ESTATE {VACANT LAND - FARM - RANCH) pqp8of10 ne torn re EO ,,wlw .r� From:11nited Country Alpine Realty 7154862181 03/30/MU7 0.9:28 4112 P.002/002 398 991 362 969 394 396 36Q 397 398 999 400 401 402 403 404 406 408 407 408 409 410 411 412 418 414 418 418 417 416 419 420 421 422 423 424 425 4216 427 428 429 430 491 432 483 494 436 438 487 436 489 440 441 442 443 444 445 440 required to No any action. Earnest Money Fielder may await any proceeding, or at its option and sole dlaoretion, Interplead all parties and deposit any money or things of value Into a court of competerit Jurisdiction sed shelf recover omm costa and reasonable attorney and Meal fees. 23. TERMINATION. In the avant 11118 Contract is terminated, all payments and things of value received hereunder shall be returned and fie parties shall be relieved of all dito8ore W neurndw, ago of to t0a. 21 and 22. WL ADDITIONAL PROVM ONS. (The Mowing addhionai provtefor s have not been approved by #0 Colorado Heat F.atate Commiseiam.) OW Addwstm to Canhactatesdrsdhsnac auralArxrerFsrabeidwefrr. Zit. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL This egresmsnt Mutes the entire contract between the Parties to the subject hereat, and any Pew aWGWMft pertaining thaurete. whether oral or written. have been merged and integrated into We contract. No aubaequent modification of any d the terms of this contract sheti be valid, binding upon the parties, or enionosable unless made in writing and signed by the parties. Any oblation in this contract that, by Its teann % is Inleded to be parlonned after termbudon or Closing etieit survive the sans. 2tt NOTICE, DELIVERY AND 040 CE OF LAW. a. Physical Delivery. Except for the .ratios requesting mediation described in 121, and except as provided In $28b below, all notices must be In writing. Any notice to Buyer shall be effective when received by Buyer or by Sailing Brokerage Firm, and any notice to Seller shall be aftilve when received by Seller or Listing Brokerage Firm. IL Ekm*wdc Delivery. As an alternative to physical delivery, any signed docurrnent and written notice may be delivered in elaclronic fan by the following unclad methods only: ❑ Faosftft O !r-rnnsN ❑ Nam Documents with original Signatures shelf be provided upon request d any party. ek Choice of Law. This contract and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Colorado 00 would be applicable to Colorado residents who sign a contract In this Oft for property located in Colorado. 27. N0110E OF ACCEPTANCE, COUNTERPARTS. This pnopossi shall e*re unleas socepted in writing, by Buyer and M . Seller, 8e evkknaed by their sig Wures below. and the altering Party receives notice of acceptance puriuent tot 218 on or.' before Aosepfanes Dasdrm Ode ($ 26) and Aecspbmw Deadiko-7hrw ($ 2c). 9 aeceplsd, this docusm od shall became a contract between Seller and Buyer. A copy of this doccrnent may be executed by each Party, eeprately. and when each {Tarty has executed a copy thereof, such copies taken togeth r shall be deemed to be a full and complete contract between the Parties. Address, aro DetiAibr W* OMm POD am-Eff^ Go 818$1 Phone No.: ffM xW'NA6 Fax NcL: m smr,eMee FI -1'?' Phone Noz Fax No.: [NOTE: If this offer is being countered or rejaated, do poet sign th4 doamm* Refer to 4 2811 Seller reibjrF AndWsaa ares Nddreem "I&- D"11W DOW Phone No.: Fax No. : 28 . COUNTER; INION. This offer is 0 Countered 0 Rajacied. COS 5-7-04 CONTRACT TO WY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 8 of 10 Thr. non, Aodmd W. so"WIW 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 Initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT Note: Closing Instructions and Earnest Money Receipt should be signed on or before Title Deadline (§ 2c). BROKER ACKNOWLEDGMENTS. The undersigned Brokers acknowledge receipt of the Earnest Money deposit specified in § 4 and, while not parties to the contract, agree to cooperate upon request with any mediation conducted under § 21. Selling Broker is a ❑ Buyer's Agent 11 Transaction -Broker in this transaction. The Listing Broker is a ❑ Seller's Agent ❑ Transaction -Broker in this transaction. BROKERS' COMPENSATION DISCLOSURE. Selling Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑ Buyer ❑ Other (To be completed by Listing Broker) Listing Brokerage Firm's compensation or commission is to be paid by: ❑ Seller ❑ Buyer ❑ Other Selling Brokerage Firm's Name: Date: Address: Phone No Listing Brokerage Firm's Name: Date: Address: Phone No Broker Fax No.: Broker Fax No.: CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 10 of 10 Initials This form produced by, 800336-1027 Fraa:iinited Country Alpine Realty 7154662181 03129f2M7 11:47 #111 P.DW002 M AR-29-?®O^t 10.0 SPARROW 209 759 3831 R. aoo ae1 3" all apr sae 400 4m 4m doe 4w 4m 4oe 4M 40 filer 410 411 41$ 416 414 415 416 417 410 410 40 4e1 4193 410 4m 496 486 4v 406 420 4eo. Oat 4m M 434 435 486 437 4aa 4aa 440 441 448 448 444 445 448 nod 10 telae argt aailan. i�erneat �+Y Floldsr meds asndt ary p�awe or at Na and cols dajaradCn. #lasapleed aN pot$" arld !dapa0 wW mow or 00p d Maksa bo a wortd ackrrtp*W* jurfa*dm and shah mxrrwoo m cask end rae�morI 6I,w d a y and lapelices. Zit T fA'IfDN. the aMaral liis c+on1 ' ie tm i"sd. eN p� er0ti BdnBa d wwa neoei+wad hereaKtderatMON be " tuned andto p --- - heNtla mkwd d M obNpeltanaharetetder, Nbjea ta+ji UK 21 arA M A. AoMr ML Pft0 rug M (ft M*Wr4 IN, , omWwwhmMftmmppmW&jIw0dw#d*%MEdft dw toowr+ae�asomgtdhWMVAWtoawRa-Id Jia � iN �aii�le�itilNarr, Mrao�w�raw, lIINIAYAI. � a�greemseat eot+�utea 11+a ardite ckarMrad Wdelwan tha p! rate 1p tithe autljiot haeae +m wV pfts0 k%a w-etMlcl aQ . rrl leroat awdlen, he0sliaen nlat�td arxf inipreaad irMcshtaaionbaa� Itiotaubargwnt0ieaiiAoetlorr dandydllw to0tlrnoiifNaoerrtraol � bewiNd, binMnp uponl0a #fmlNtlr, or etAoloeabls unNaas mads iR w0iMrlp end stpnad by d►a parNas. Any � in ttllta oanvatd >� +bS► Ms ternMO, ie iniendad io<ba pedbrnwd elMrien11i0Mllan aQorkq Miert mK+Araike wme. IL diadon deeorbed b # 21, wW a xm0 m pre�Mlded in jiaeb baiew, as nolicvs moat be iw wrlMrW. Aft r►adae b tiluy�sr yeril bo atiaotlw when reaalttad bd► 8+ntd' of by tatna, and any naNas b Baler ehM tis alleolbr when nodeed by BWW *r 1 mft 8nalasn0pt0 Rm. L 0eoino0dn be vwy As an Mar0wd" to Oi "eft. any vIWW docu—m-wd wid wrMen i mgs may by deN Bred in Msohartta farm by ft hNo A g' N I me0aOde or* 13 lteeataii* E3 *"w Q Nana. Dommente wm aipinai Ap*uta shd be p wAded upon ntitlaeM of ary posy. & i 6MM of Law. Tula eon#Mt mid aN digx*m a kft hnaatdw dw N be powmW by and oaeMirl N in aemamUm wNh iw is d On0 81094 Odom& VW would be app6mMs to CobMW i -14 we who eipn a tpmbaal In this stele for Fgwly bow In cobalt 27. NQT= tali A*GWrANM f501 A . THm VMcmM shd 00* aMass Sompied in w, , by DoW and Behar, aa0 syidar4W by that VMVM= bndow, anal that otl, k a POW receP as OMaa al aooeI ' N pt+ kwo td l me 'an or bd, fide doaum d mw bis m f a cO Nrect I! MseeI BsNar and Boyar. A mW d ibis do duMot rte► be aaaouked by soh pwrt, agwnd*, wo %tw seat pally has mm" copy Owed# auah wOm ichor by Ose► clod bo dsawad to bs a tui and me, ml lem ca kteaat baletaen No PWIM Dow. gww Nddtaam abOt.WMw MMsae ahWk+r DWM plWO No.: Fox Nick.: AadIE�1►MeMp _ Fo( W QdO+tl: tf � alter b baby �.,�.rd er rrysaied, ds e0st at100>M�r tlasNeta0e0l. llelaf s � • .�-i�,�ty�1k 8dw Aft fMet_____ a Dser_MM►W�_ i�OMitr` Pttans Na: Fail Nm M. 00UwrftR%w=mTwGNwIe Ooa Um1polba, CM B -M CW"!"l�Illali i` 1`f1 lNI''lf #AD N KL SAI.OfiATL tYACItW UM • MM - RAlfM F"86Of10 TO saw+ pulmo} hr. d*n&w ktl'jff MIX, ADDENDUM TO CONTRACT a. Seller understands that this Agreement must be approved and ratified by the Eagle County Board of County Commissioners at a regularly scheduled and public meeting. Upon acceptance by Seller, Buyer shall immediately schedule said public meeting and this Agreement will become effective upon County Commissioner affirmative motion on the same. For purposes of this Agreement, MEC (date of mutual execution of this contract as defined in Section 2e) shall be the date approved by the Board of County Commissioners for Eagle County at a public meeting. b. The Earnest Money shall be held by United County Alpine Realty in its trust account on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered within ten (10) business days after the MEC. The parties authorize delivery of the Earnest Money deposit to the closing company at or before closing. All interest earned on the Earnest Money shall be the sole property of Buyer. In the event this Agreement is terminated by Buyer pursuant to the provisions of this Agreement on or before the Off - Records Matters Objection Deadline, the Earnest Money, together with interest thereon, shall be returned immediately to the Buyer and this Agreement shall terminate. C. During the period of the MEC to Closing, Seller shall not grant or convey any easement, lease, encumbrance, license, permit or any other legal or beneficial interest in or to the Property without the prior written consent of Buyer, nor shall Seller knowingly violate any law, ordinance, rule or regulation affecting the Property. Seller shall do or cause to be done all things reasonably within its control to preserve intact and unimpaired any and all rights of way, easements, grants, appurtenances, privileges and licenses in favor of or constituting any portion of the Property. Further, Seller agrees to pay, as and when due, any and all encumbrances on and taxes, assessments and levies in respect of the Property through the Closing Date except as may be provided for herein. In the event of any default by Seller under the terms of any encumbrance on the Property, or any part thereof, or in the event of any failure by Seller to secure any necessary release or to pay any tax, assessment or levy on the Property, Buyer shall have the right, but not the obligation, to cure such breach, secure such release or make such payments, as the case may be, and the costs of so doing (including the costs of paying principal, interest, late charges, default interest, release fees, trustee's fees, reasonable attorney fees, taxes, and assessments) shall be deducted from the Purchase Price at Closing. d. From and after the MEC, Buyer or its designated agents and/or employees shall have access to the Property for purposes of performing surveys, engineering studies and soils tests, environmental assessments, or any other investigations or inspections as Buyer shall desire. Buyer hereby agrees to hold Seller harmless from any mechanic's liens which might be filed against the Property by reason of the performance of any of the acts herein mentioned, and to hold harmless Seller against any claims brought against Seller or the Property as a result of any act of Buyer, its agents, employees or invitees affecting the Property from such access. Initials e. If the Closing Date is to occur on a holiday or other non -business day, or if any date or deadline set forth in this agreement expires on a holiday or other non -business day, then such Closing Date or other date or deadline shall be extended to the next business day. f. The contract is contingent upon Eagle County successfully obtaining a zone change from the Town of Leadville of that portion of the Property from Transitional Commercial (TC) to Commercial/Highway Business District (C) on or before the Off - Records Matters Objection Deadline. If Eagle County has not obtained a zone change by the Off -Records Matters Objection Deadline, Buyer may terminate this Agreement and the Earnest Money, together with interest thereon, shall be returned immediately to the Buyer. Initials