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HomeMy WebLinkAboutC08-299 Contract to Buy and Sell Real Estatee pnnte portions o is orm, excep i Brent a e a ions, ave een approv y e o ora o ea sae omm~ssion. (CBS 10-06) (Mandatory 1-07) 1 2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND 7AX OR 3 OTHER COUNSEL BEFORE SIGNING. 4 5 CONTRACT TO BUY AND SELL REAL ESTATE 8 (ALL TYPES OF PROPERTIES) 7 Date: July 11.2008 8 Purchase Price: $ 300.000.00 9 1. AGREEMENT. Buyer agrees to buy, and Seller agrees to sell, the Property defined below on the terms and conditions set forth 1 o in this contract (Contract). 11 2. DEFINED TERMS. 12 a. Buyer. Buyer, Town of Basalt ,will take title to the real property 13 described below as ^ Joint Tenants ^ Tenants In Common ~ Other 14 b. Property. The Property is the following legally described real estate in the County of Eagle ,Colorado: 15 SUB: Lucksingers 2nd Addition; B/k: A; Lot: 22; BK-0131; PG-0219 16 17 known as No. The Eagle County Road and Brldae Facility 165 Soprfs Drive Basalt Co/oredo 81821 18 Street Address City State Zip 19 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, all Interest of Seller 20 in vacated streets and alleys adjacent thereto, except as herein excluded. 21 c. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 § 4a Alternative Earnest Mone Deadline 7/31/08 2 § 5a Loan Application Deadline Na 3 § 5b Loan Conditions Deadline Na 4 § 5c Bu Br's Credit Information Deadline Na 5 § 5c Disap rove! of Bu Br's Credit Inforrnation Deadline Na 6 § 5d Existing Loan Documents Deadline Na 7 § 5d Existing Loan Documents Ob action Deadline Na 8 § 5d Loan Transfer A prove! Deadline Na 9 Ba 2 ~ A raise! Deadline Na 10 § 7a Title Deadline 8/15/08 11 § 8a Title Objection Deadline 8/22/08 12 § 7c Surve 9adline 8/15/08 13 § 8c 2 Surve Objection Deadline 8/22/08 14 § 7b Document Re uest Deadline 8/15/08 15 § 7d(5) CIC Documents Objection Deadline 8/22/08 16 § 8b Off-Record Matters Deadline 8/22/08 17 § Sb Off-Record Matters Objection Deadline 8/29/08 18 § 8f Ri ht Of First Refusal Deadline Na 19 § 10a Seller's Prope Disclosure Deadline 8/15/08 20 § 10b Inspection Objection Deadline 8!22/08 21 § 10c Resolution Deadline 9/12/08 22 § 10d Pro a Insurance Ob action Deadline B%12/08 23 § 12 Closin Date 11/30/08 24 § 17 Possession Date Upon C/osin 25 § 17 Possession Time U on C/osln 26 § 29 Acce lance Deadline Date 7/22/08 27 § 29 Acce lance Deadline Time 5:00 m mst 22 23 24 25 28 27 28 d. Attachments. The following are a part of this contract: Addendum to Contract attached hereto Note: The following Disclosure forms are attached but are not a part of this contract: none CBS1-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMITTED) Page 1 of 10 This tarn produced by: uarutaer,,~ 8001027 ~ -' r ~ ~~ 29, e. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N/A" or 30 the word °Deleted° means not applicable and when inserted on any line in Dates and Deadlines (§ 2c), it means that the 31 corresponding provision of the Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of this 32 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): 34 a. Incluslons. The Purchase Price includes the following items (Inclusions): 35 3s (1) Fixtures. If attached to the Property on the date of this Contract, lighting, heating, plumbing, ventilating, and air 37 conditioning fixtures, TV antennas, inside telephone wiring and connecting blocksracks, plants, mirrors, floor coverings, intercom 38 systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories), garage door 3s openers including Na remote controls; and ^ Na 40 (2) Personal Property. The following are included if on the Property whether attached or not on the date of this Contract: a1 storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods, 42 fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, and all keys. If checked, the following are 43 included: ^ Water Softeners ~ SmokeJFire Detectors ^ Security Systems ^ Satellite Systems (including satellite dishes) ~ (3) Other Incluslons. 45 Na as 47 The Personal Property to be conveyed at Closing shall be conveyed, by Seller, free and clear of all taxes (except personal 48 property taxes for the year of Closing), liens and encumbrances, except Na .Conveyance 49 shall be by bill of sale or other applicable legal Instrument. 50 (4) Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: 51 Na 52 53 The Trade Fixtures to be conveyed at Closing shall be conveyed, by Seller, free and clear of all taxes (except personal 54 property taxes for the year of Closing), liens and encumbrances, except .Conveyance shall be by bill of sale or other applicable 55 legal instrument. 5s (5) Parking and Storage Facilities. ~ Use Oniy 1ffi Ownership of the following parking facilities: 57 all ;and ^ Use Only ~SOwnershlp of the following storage facilities: all 58 (6) Water Rights. The following legally described water rights: 59 none 60 61 Any water rights shall be conveyed by Na deed or other applicable legal Instrument. The Well Permit # is 62 m Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 63 Na 64 65 b. Exclusions. The following items are excluded: Na ss 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U. S. Dollars by Buyer as follows: 67 68 Item No. Reference: Item Amount Amount 1 § 4 Purchase Price $ 300,000.00 2 4a Earnest Mone $ 5,000.00 3 § 4d(1) New First Loan Na 4 4d 2 New Second Loan Na 5 § 4e Assum tion Balance Na 6 § 4f Seller or Private Financin Na 7 8 9 4b Cash at Closin 295,000.00 10 TOTAL $ 300,000.00 $ 300,000.00 Note : If there i s an inconsistency between the Purchase Price on the first oaae and this 6 4. the amount in 6 4 shall control. 69 a. Earnest Money. The Earnest Money set forth in this section, in the form of check , is part payment of the 7o Purchase Price and shall be payable to and held by Land Tlf/e Guranfea Company (Eamest Money Holder), in 71 its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the 72 parties mutually agree to an Alternative Earnest Money Deadline (§ 2c) for its payment. The parties authorize delivery of the 73 Eamest Money deposit to the closing company, H any, at or before Closing. In the event Eamest Money Holder has agreed to have 74 interest on Eamest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 75 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Eamest Money deposited with the Eamest 78 Money Holder in this transaction shall be transferred to such fund. 77 b. Cash at Closing. All amounts paid by Buyer at Closing including cash at Closing, plus Buyer's closing costs, shall be in 78 funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, savings and 79 loan teller's check and cashier's check (Good Funds). e0 c. Down Payment Assistance; Seller Peid Costs. Seiler, at Closing, shall credit $ Na to Buyer to assist 81 with Buyer's down payment. Seller shall also, at Closing, credit to Buyer the amount of $ Na to assist with 82 Buyer's closing costs, not to exceed the amount due from Buyer for such costs. These amounts are In addition to any sum Seller 83 has agreed to pay or credit Buyer elsewhere in this Contract. ea d. New Loen. (Omitted as Inapplicable) 85 CBS1-10-0B CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMITTED) Page 2 of 10 This forth oroduoed bv: tu~trl~~~ flf10,3:iR-1077 i ~J ~;~~~ 8s• (Omitted as inapplicable) 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 e. Assumption. (Omitted as Inapplicable) 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 f. Seller or Private Financing. (Omitted as Inapplicable) 123 124 125 126 127 128 129 130 131 132 133 134 135 136 5. FINANCING CONDITIONS AND OBLIGATIONS. 137 a. Loan Application. (Omitted as Inapplicable) 138 139 140 141 142 143 144 145 148 b. Loan Conditions. (Omitted as inapplicable) 147 148 149 150 151 152 153 154 155 c. Credit Information and Buyer's New Senior Loan. (Omitted as Inapplicable) 156 157 158 159 160 161 162 CBS1-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMITTED) Page S o110 This form produced by: u~~un~~--~ 800336-1027 ~~~~ 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 1ss zoo 201 202 203 204 205 206 207 208 zos 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 (Omitted as Inapplicable) d. Existing Loan Review. (Omitted as inapplicable) 6. APPRAISAL PROVISIONS. a. Appraisal Condition. ~ (1) No Appraisal Condition. This § 6a shall not apply. ^ fFl ~nbeee4iert {!r ^ Seller. 7. EVIDENCE OF TITLE. a. Evidence of Title. On or before Title Deadline (§ 2c), Seller shall cause to be fumished to Buyer, at Seller's expense, a current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or it this box is checked, ^ An Abstract of title certified to a current date. At Seller's expense, Seller shall cause the title insurance polic to be issued and delivered to Buyer as soon as practicable at or after Closing. If a title insurance commitment is fumished, ft >t4 Shall ^ Shell Not commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanic's Ifens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closin~ Any additional premium expense to obtain this additional coverage shall be paid by Buyer ~ Seller. b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer and n/a , (1) a copy of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a title insurance commitment is required to be fumished, and H this box is checked ^ Copies of any Other Documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to fumish these documents pursuant to this subsection if requested by Buyer any time on or before Document Request Deadline (§ 2c). This requirement shall pertain only to documents as shown of record in the offices of the clerk and recorder in the county where the Property is located. The abstract or title Insurance commitment, together with any copies or summaries of such documents furnished pursuant to this section, constitute the title documents (Title Documents). c. Survey. On or before Survey Deadline (§ 2c) ^ Seiler 1ffi Buyer shall cause Bu~rer and the issue of the Title Commitment or the provider of the opinion of title 'rf an abstract, to receive a current 114 Improvement Survey Plat ^ Improvement Location Certificate ^ (the descri tion checked is known as Survey). An amount not to exceed $ 500.00 for Survey shall be paid by ~ Buyer ~ Seller. If the cost exceeds this amount, 1~ Buyer ^ Seller shall pay the excess on or before Closing unless Buyer delivers to Seller before Survey is ordered, Buyer's written notice allowing the exception for survey matters. CBS1-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMITTED) Page 4 of 10 This tam Droduoed by: tt~~t~~~~~Q~/g~~--® 800~i8-1027 1 ~ ~~, ^ ~ 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 278 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 d. Common Interest Community Documents. 1~ (1) Not Applicable. This subsection § 7d shall not ^ 4f~ ~~~r wr~~u `. ~u n war i ~rw~ ~w~ r~~r nr.~nrr~rv_wwio r~r~e._~+~niv .+ .+r a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title, form or content of Title Commitment or of any other unsatisfactory title condition shown by the Title Documents, notwithstanding § 13, shall be signed by or on behalf of Buyer and delivered to Seller on or before Title Objection Deadline (§ 2c), or within five calendar days after receipt by Buyer of any change to the Title Documents or endorsement to the Title Commitment together with a copy of the document adding any new Exception to title. If Seller does not receive Buyer's notice by the date specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off-Record Matters Deadline (§ 2c) true copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of first refusal, and options) not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to investigate if any third party has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition disclosed by Seller or revealed by such inspection, notwithstanding § 13, shall be signed by or on behalf of Buyer and delivered to Seller on or before Off-Record Matters Objection Deadline (§ 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, ff any, of third parties of which Buyer has actual knowledge. c. Survey Review. ~ (1) Not Applicable. This § f3c shall not apply. (2) Conditional on Survey. If the box in this subsection f3c(2) Is checked, Buyer shall have the right to inspect the Survey. If written notice by or on behalf of Buyer of any unsatisfactory condition shown by the Survey, notwithstanding § 8b or § 13, is received by Seller on or before Surv®y ObJ®ctlon D®adlln® (§ 2c) then such ob'ection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice by Survey Objection Deadline (~ 2c), Buyer accepts the Survey as satisfactory. d. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. In the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as a result, if written notice, by or on behalf of Buyer, is received by Seller on or before Off-Record Matters Objection Deadline (§ 2c), this Contract shall terminate. If Seller does not receive Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in such special taxing district and waives the right to terminate for that reason. CB31-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMITTED) Pege 5 of 10 Thie form produced by: ~t~ g00-336..1021 ~~ ~{e) , {~ ~' {E~ 308 309 310 311 312 313 314 315 318 317 318 319 320 321 322 323 324 325 328 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 358 357 358 359 360 381 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 e. Right to Object, Cure. Buyer's right to object shall include, but not be limited to, those matters listed in § 13. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition or commitment terms as provided in §§ 8a, b, c and d above, Seller shall use reasonable efforts to correct said items and bear any nominal expense to correct the same prior to Closing. If such unsatisfactory title condition is not corrected to Buyer's satisfaction on or before Closing, this Contract shall terminate; provided, however, Buyer may, by written notice received by Seller on or before Closing, waive objection to such items. , g. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and environmental matters. The surface estate may be owned seperetely from the underlying mineral estate, and transfer of the surface estate does not necessarily Include transfer of the mineral rights or water rights. Third parties may hold Interests in oil, gas, other minerals, geothermal energy or water on or under the Property, which Interests may glue them rights to enter end use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer Is advised to timely consult legal counsel with respect to all such matters as theta are strict time limits provided in this Contract (e.g., Title Objection Deadline [§ 2c] and Off-Record Matters Objection Deadline [§ 2c]). fieeneeee- 10. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER DISCLOSURE. a. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 2c), Seller agrees to deliver to Buyer the most current version of the Seller's Property Disclosure form completed by Seller to the best of Seller's actual knowledge, current as of the date of this Contract. b. Inspection Objection Deadline. Buyer shall have the right to have inspections of the physical condition of the Property and Inclusions, at Buyer's expense. If the physical condition of the Property or Inclusions is unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before Inspection Objection Deadline (§ 2c): (1) notify Seller in writing that this Contract is terminated, or (2) deliver to Seller a written description of any unsatisfactory physical condition which Buyer requires Seller to correct (Notice to Correct). If written notice Is not received by Seller on or before Inspection Objection Deadline (§ 2c), the physical condition of the Property and Inclusions shall be deemed to be satisfactory to Buyer. c. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Resolution Deadline (§ 2c), this Contract shall terminate one calendar day following Resolution Deadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. d. Insurability. This Contract is conditioned upon Buyer's satisfaction, in Buyer's subjective discretion, with the availability, terms and conditions of and premium for property insurance. This Contract shall terminate upon Seller's receipt, on or before Property Insurence Objection Deadline (§ 2c), of Buyer's written notice that such insurance was not satisfactory to Buyer. If said notice is not timely received, Buyer shall have waived any right to terminate under this provision. e. Damage, Liens and Indemnity. Buyer is responsible for payment for all inspections, tests, surveys, engineering reports, or any other work performed at Buyers request and shall pay for any damage which occurs to the Property and Inclusions as a result of such activities. Buyer shall not permit claims or Ilene of any kind against the Property for inspections, tests, surveys, englneering reports, or any other work performed on the Property at Buyer's request. Buyer agrees to indemnify, 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 Sellers right to recover all costs and expenses incurred by Seller to enforce this section, including Seller's reasonable attorney and legal fees. The provisions of this section shall survive the termination of this Contract. f. Buyer Disclosure. Buyer represents that Buyer ^ Does ~ Does Not need to sell and close a property to complete this transaction. Note: Any property sale contingency should appear in Additional Provisions (§ 25). 12. CLOSING. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as the Closing Dete (§ 2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by mutual agreement of the vart/es 13. 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 suffic(ent 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 govemmental liens for special improvements installed as of the date of Buyers 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), CB31-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES - FlNANCING OMITTED) Pega 8 of 10 Thie form produced by: t-uruu~~~~ 800338.1027 ~~ ~} 378, 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 a2s 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 b. distribution utility easements (including cable TV), 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 recorded declaration and party wall agreements, if any, and f. other _ 14. 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. 15. CLOSING COSTS, DOCUMENTS AND SERVICES. a. Good Funds. 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. b. Closing Documents. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. c. Closing Services Fee. Fees for real estate Closing services shall be paid at Closing by ^ Buyer ^ Seller j~ One-Half by Buyer and One-Half by Seller. d- ~: f: 15. PROBATIONS. The following shall be prorated to Closing Date (§ 2c), except as otherwise provided: a. Texas. 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 g4 Most R®cent MITI L®vy and Most Recent Assessment ^ Other d. Other Proratlons. Water and sewer charges, interest on continuing loan, and other ongoing assessments e. Flnal Settlement. Unless otherwise agreed in writing, these prorations shall be final. 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Tlme (§ 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 p~ment o~ 0 per day from the Possession_Dete (§ 2c) until possession is delivered. 18. ASSIGNABILITY. This Contract ^ Shall 1~ Shall Not be assignable by Buyer without Seller's prior written consent. 6ccept 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. 19. INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. a. Casualty Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty prior to Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before Closing Dete (§ 2c). In the event such damage is not repaired within said time or ff the damages exceed such sum, this Contract may be terminated at the option of Buyer by delivering to Seller written notice of termination on or before Closing. Should Buyer elect to carry out this Contract despite such damage, at Closing, Buyer shall be entitled to a credit for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller has not received such insurance proceeds prior to Closing, then Seller shall assign such proceeds, at Closing, plus credit Buyer the amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase Price. b. Damage, Inclusions and Services. Should any Inclusion or service (including systems and components of the Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion or service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion, service or fixture is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions. The risk of loss for damage to growing crops by fire or other casualty shall be borne by the party entitled to the growing crops as provided in subsection 3a(7) and such party shall be entitled to such Insurance proceeds or benefits for the growing crops. c. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. CBS1-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMITTED) Pege 7 of 10 This fam produced by: uunrrrrr~~ 800336-1oZ1 ~~~ 451 • 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that the 452 respective broker has advised that this document has important legal consequences and has recommended the examination of title 453 and consultation with legal and tax or other counsel before signing this contract. 4~4 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest 455 Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation 456 hereunder is not performed or waived as herein provided, there shall be the following remedies: a57 a. If Buyer Is In D®fault: 458 ^ (1) Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money (whether or 459 not paid by Buyer) shall be forfefted by Buyer, paid to Seller and retained by Seller; and Seller may recover such damages as may 460 be proper; or Seller may elect io treat this Contract as being in full force and effect and Seller shall have the right to specific 461 erformance or damages, or both. 462 ~ (2) Llquldeted Damages. All Earnest Money (whether or not paid by Buyer) shall be forfeited by Buyer, paid to Seller, and 463 retained by Seller. Both parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money 464 specified in § 4 is LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree Is fair and reasonable and (except 465 as provlded in §§ 10e, 19, 21 c, 22, 23), said forfeiture shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform 488 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 487 b. If Sell®r Is In Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 468 hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as 469 being in full force and effect and Buyer shall have the right to specific performance or damages, or both. 47o c. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the arbitrator or court shall award to 471 the prevailing party all reasonable costs and expenses, including attorney and legal fees. 472 22. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 473 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 474 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 475 dispute must agree before any settlement Is binding. The parties will jointly appoint an acceptable mediator and will share equally in 476 the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved 477 within 30 calendar days of the date written notice requesting mediation is delivered by one party to the other at the party's last 478 known address. This section shall not alter any date in this Contract, unless otherwise agreed. 479 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest Money as 480 directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest 481 Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action. Earnest 482 Money Holder, at its option and sole discretion, may (a) await any proceeding, (b) interplead all parties and deposit Earnest Money 483 into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, or (c) deliver written 484 notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between 485 Buyer and Seller), containing the case number of the lawsuit (Lawsuit) within 120 calendar days of Earnest Money Holder's written 486 notice is delivered to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event 487 Earnest Money Holder does receive a copy of the Lawsuit, and has not interped the monies at the time of any Order, Earnest 488 Money Holder shall disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of Mediation 489 (§ 22). 480 24. TERMINATION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the parties 491 shall be relieved of all obligations hereunder, subject to §§ 10e, 22 and 23. 492 25. ADDITIONAL PROVISIONS. (The following add'~tlonal provisions have not been approved by the Colorado Real Estate Commission.) 493 Addendum to Contact attached hereto. 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This agreement constitutes the entire Contract between the parties 510 relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and 511 integrated into this Contract. No subsequent modification of any of the terms of this Contract shall be valid, binding upon the parties, 512 or enforceable unless made in writing and signed by the parties. Any obligation in this contract that, by its terms, is intended to be 513 performed after termination or Closing shall survive the same. 514 27. FORECLOSURE DISCLOSURE AND PROTECTION. Seller acknowledges that, to Seller's current actual knowledge, the 515 Property ^ IS 18I IS NOT in foreclosure. In the event this transaction is subject to the provisions of the Colorado Foreclosure 516 Protection Act (the Act) (i.e., generally the Act requires that the Property is residential, in foreclosure, and Buyer does not reside in ft 517 for at least 1 year), a different contract that complies with the provisions of the Act is required, and this Contract shall be void and of 518 no effect unless the Foreclosure Property Addendum is executed by all parties concurrent with the signing of this Contract. The 519 parties are further advised to consult with their own attorney. CBS1-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMITTED) Page 8 of 10 Thie form Ixoduwd by: ~~~~~~~~~-~ BOOJ36-1027 ~,,f }_ /j) ~.. 520. 28. NOTICE, DELIVERY AND CHOICE OF LAW. 521 a. Physical Delivery. Except for the notice requesting mediation described in § 22, delivered after Closing, and except as 522 provided in § 28b below, all notices must be in writing. Any notice to Buyer shall be effective when received by Buyer or by Selling 523 Brokerage Firm, and any notice to Seller shall be effective when physically received by Seller or Listing Brokerage Firm. 524 b. Electronic Delivery. As an alternative to physical delivery, any si ned document and written notice may be delivered in 525 electronic form by the following indicated methods only: 1st Facsimile ~ E-mall ~ No Electronic Delivery. Documents with 526 original signatures shall be provided upon request of any party. 527 c. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance with the 528 laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in this state for property located in 52a Colorado. 530 29. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as 531 evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 28 on or before 532 Acceptance Deadline Date (§ 2c) and Acceptance Deadline Tlme (§ 2c). If accepted, this document shall become a contract 533 between Seller and Buyer. A copy of this document may be executed by each parry, separately, and when each party has executed 534 a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 535 536 Date: 7/11/08 Date: Buyer ~~~ 1 h yor Leroy Duroux Address: _ Town of Basalt 101 M/dlend Avenu®. Beset. CO 81821 Phone No.: 1970) 927-0701 Fax No.: !9701927-4703 537 538 [NOTE: M this offer Is being countered or rejected, do not sign this document Refer to § 30] 539 540 Date: 7/22/08 Seller r f d Chairman Peter Run Address: Eagle County mmissloners PO BOX 850. Eagle, CO 81831 Phone No.: (970) 328-8605 Fax No.: (970) 328-8629 541 542 30. COUNTER; REJECTION. This offer is ^ Countered ~ Rejected. 543 InlUals only of party (Buyer or Seller) who countered or rejected offer 544 END OF CONTRACT Date: Seller Address: Phone No.: Fax No.: Note: Closing InsVuctlons and Earnest Money Receipt should be signed on or before Title Deadlines (§ 2c). 6BBf-49.96 ~PMge9~eF+19 Thie forth produced by: ua~te~e~--® 8W336.1027 :~ 4 \ Q`/"~ Buyer Address: Phone No.: Fax No.: CBS1-10-08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES -FINANCING OMRTED) Page 10 of 10 This form produced by: ~ -t~r~ ~~ 800338-1027 ~- ADDENDUM TO AGREEMENT This Addendum is being executed simultaneously, in consideration of and as part of the foregoing Agreement to Buy and Sell Real Estate between Eagle County, Colorado ("Seller") and the Town of Basalt, Colorado ("Buyer"}(hereinafter "Agreement"). This Addendum shall take precedence over and supersede any provision to the contrary contained in the Agreement. a. Buyer and Seller understand that this Agreement must be approved and ratified by the Eagle County Boazd of County Commissioners and the Trustees of the Town of Basalt at a regularly scheduled and public meeting. Both Parties shall use their best efforts to schedule all necessary public meeting expeditiously to avoid delay in any provisions or terms of the Agreement. For purposes of this Agreement, MEC (date of mutual execution of this Agreement as defined in Section 2(e)) shall be the date approved by the Buyer and Seller at such public meeting. b. The Earnest Money shall be held by Land Title Guarantee Company in its trust account on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered by the Earnest Money Deadline set forth in the Agreement. 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, the Earnest Money, together with interest thereon, shall be returned immediately to the Buyer. Seller's right to retain the Earnest Money shall be Seller's sole remedy in the event of a default by the Buyer. In the event that Seller is entitled to retain the Earnest Money as a result of default by the Buyer, Seller shall also be entitled to retain the interest accrued on the same. c. Buyer and Seller acknowledge that the Property is currently used as a Road and Bridge facility by the County of Eagle. The Property is being sold as-is without any warranties, express or implied, as to the condition or suitability of the Property for any particular use by Buyer. Based on its use as a Road and Bridge facility, the Property may contain Environmental Matters, as more particularly described herein, for which Buyer agrees to assume and release and indemnify Seller. Buyer agrees to release the Seller, and each of its officers, directors, members, employees and agents, from any and all liability, loss, injury or damage to person or property, of any kind or nature whatsoever, incurred as a result of the actual or alleged presence of any Environmental Matters located on, in, under or about the Property (or in anyway associated therewith) as of the Inspection Objection Deadline. Buyer further agrees to indemnify the Seller against, and hold the Seller harmless from, any and all rights, claims, demands, obligations, liability, cause or causes of action, losses and expenses of every type, kind, nature, description or character including, without limitation, costs of any required or necessary remediation, repair, cleanup or detoxification of the Property, whether known or unknown, suspected or unsuspected, claimed or unclaimed, (i) which aze in favor of or aze owing to or incurred by any third party, and (ii) which arise from or out of, aze connected with, or relate to the presence or alleged presence, use, storage, disposal or transport of any .~'~/ Initials Environmental Matters that aze located in or on the Property or exist on or have migrated from the Property, in any quantity or manner which violates any Environmental Law, and that are associated with the historical use of the Property as a Road and Bridge Facility (the "Indemnified Conditions"). The foregoing release and indemnity are also subject to and qualified by Seller's representations and agreements pertaining to Indemnified Conditions under paragraph (e) below. d. The term "Environmental Matters" shall mean any hazardous materials, petroleum, pollutant, contaminant, or hazardous or toxic material, waste or substance which is or becomes regulated by any Environmental Law. The term "Environmental Law" shall mean any federal, state, or local statute, law (including common law), regulation, nzle, ordinance, or other requirement of a governmental authority pertaining to pollution or releases to air, land, surface water, or groundwater, or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of any petroleum, pollutant, contaminant, or hazardous or toxic material, waste or substance, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, the Solid Waste Disposal Act, also known as the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Hazardous Materials Transportation Act, the Occupational Safety and Health Act, the Oil Pollution Act, the Safe Drinking Water Act, the Colorado Hazazdous Waste Management Act, the Colorado Solid Waste Disposal Sites and Facilities Act, the Colorado Petroleum Storage Tank Act, the Colorado Water Quality Control Act, and the Colorado Air Quality Control Act. e. In connection with the release and indemnity under paragraphs (c) and (d) above, and in consideration thereof, Seller represents, covenants and agrees as: (i) Seller will notify Buyer of any know Indemnified Conditions prior to the Property Disclosure Deadline. Except as may be disclosed, Seller represents that to the Seller's knowledge, there is no outstanding presence of any Environmental Matters on the Property in any quantity or manner that violates or poses a risk of violating any Environmental Law. (ii) From the date of MEC until closing, Seller will not admit, acknowledge or confirm any liability or responsibility of the Seller or any other party in relation to any Indemn~ed Condition unless otherwise directed by Buyer in writing. (iii) The Seller's Property Disclosure form referred to in this Addendum and in the Agreement shall mean the then current Colorado Real Estate Commission approved "Seller's Property Disclosure" form for use in the purchase and sale of property. f. From and after the MEC, Buyer or its designated agents and/or employees shall have reasonable access to the Property for purposes of performing surveys, appraisals, 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 ~~ Initials 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. g. Seller shall deliver to Buyer all solls, percolation, water, environmental, and other similaz reports or studies of the Property and all surveys of the Property in Seller's possession or reasonably available to Seller at no cost to Buyer by the Property Disclosure Deadline set forth in the Agreement. i. Buyer's Preclosing Conditions. In addition to the conditions described in the Agreement, Buyer's obligation to purchase the Property is expressly conditioned upon the following matters: (i) Buyer shall have through the date of Inspection Objection Deadline in which to inspect the property, review all matters, studies and reports affecting and relating in any way to the Property, including by way of illustration but not limitation, the location of various easements on the Property, any environmental matters which maybe revealed in a phase I environmental survey or other subsequent environmental study conducted by Buyer, soils studies, and issues relating to water and water rights. All tests and studies performed by or at the request of Buyer shall be at Buyer's sole cost and expense. If for any reason, Buyer in its sole and absolute discretion determines that it is not desirable to purchase the Property, Buyer may terminate this Agreement by notifying the Seller in writing prior to the end of the Inspection Objection Deadline. (ii) There shall be no material or adverse change in the physical condition of the Property between the date hereof and Closing. (iii) Seller shall have performed and reserved all of its covenants and obligations contained in this Agreement. Representation and Warranties of Seller. (i) Seller has full power and authority to enter into this Agreement and consummate the transaction contemplated hereunder. (ii) Seller has good and marketable title to the Property, free and cleaz of all liens and encumbrances created by, through, or under. (iii) The entering into and consummation of the transaction contemplated hereunder will not conflict with, result in the breach of, or constitute a default under or violation of any of the terms and provisions of any contract, lease, or other contract to which the Seller is a party or by which Seller maybe bound or, to the best knowledge and belief of Seller, of any law, rule, license, regulation, judgment, order or decree governing or affecting Seller or the Property. ~~~~ ~_ Initials (iv) There are no actions, suits or proceedings pending, or to the best knowledge and belief of Seller, threatened against Seller or the Property, which might adversely affect Seller, or the Property. (v) To the best of Seller's knowledge, no portion of the Property has been condemned and, to the best of Seller's knowledge, there are no presently pending or threatened special assessments or condemnation actions with respect to the Property, nor has Seller received any notice of any special assessment of condemnation action being contemplated. To the best of Seller's knowledge, there is no pending or threatened action by any governmental or quasi- governmental agency to acquire or condemn any part of the Property. (vi) Seller agrees between the date of this Agreement and Closing, Seller (i) shall not dispose of any interest in the Property and shall not, without Buyer's consent, mortgage, pledge or subject to lien or encumbrance any interest in the Property; (ii) shall not, without the consent of Buyer, agree to or consent to any restrictions, covenants, conditions, easements, encroachments, lease or any similar matter affecting the Property or any part thereof; and (iii) shall not, without the consent of Buyer, seek or consent to any zoning, platting, replatting, subdivision or other change affecting the use of the Property. k. Notwithstanding anything to the contrary in the Agreement, Buyer shall have the right to terminate the Agreement for any reason whatsoever in Buyer's sole and absolute discretion through the Resolution Deadline. 1. 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. m. All notices or deliveries required under this Agreement shall either be (i) hand delivered, (ii) given by first class U. S. Mail directed to the address of Buyer or Seller set forth under their respective signatures or their respective agents as set forth in this Agreement, (iii) given by overnight courier directed to the address of Buyer or Seller set forth under their respective signatures, or (iv) by facsimile transmission to the number set forth under Buyer's or Seller's respective signatures. All notices so given shall be considered effective (i) if hand-delivered, when received, (ii) if by mail, three (3) days after deposit in the U. S. mail postage prepaid, with the United States Postal Service, (iii) if by overnight courier, one (1) day after deposit with overnight courier company or (iv) if by facsimile transmission, upon receipt of amachine-generated confirmation of a complete transaction of all pages. Either party may change the address or facsimile number to which future notices shall be sent by notice given in accordance with this section. n. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel ~~ ~~ ~ Initials for one of the parties, it being acknowledged by each of the parties hereto that each party has contributed substantially and materially to the preparation of this Agreement. o. Each party to this Agreement has had the opportunity to consult with independent legal counsel of their own choice or have voluntarily declined to seek such counsel. ~~ ~-- ~_ Initials