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HomeMy WebLinkAboutC11-030 Seago ContractThe printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1- 11 -08) (Mandatory 1 -09) 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 (ALL TYPES OF PROPERTIES) 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 V1' 24 25 26 27 Date: January 18, 2011 1. AGREEMENT. Buyer agrees to buy, and Seller agrees to sell, the Property defined below on the terms and conditions set forth in this contract (Contract). 2. DEFINED TERMS. 2.1. Buyer. Buyer, Eagle County Colorado , will take title to the real property described below as ❑ Joint Tenants ❑ Tenants In Common ❑ Other 2.2. Property. The Property is the following legally described real estate in the County of Eagle Colorado: Tracts 47 & 51, Book 0557, Page 0571 consisting of approximately 7.4 acres and more fully described on Exhibit "A" attached hereto and made a part hereof by this refernce. known as No. 111 Violet Lane Eagle. Colorado 81631 Street Address City State Zip together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded. 2.3. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 4.2.1 Alternative Earnest Money Deadline 10 days after MEC 2 5.1 Loan Application Deadline N/A 3 § 5.2 Loan Conditions Deadline N/A 4 5.3 Buyer's Credit Information Deadline N/A 5 5.3 Disapproval of Buyer's Credit Information Deadline N/A 6 5.4 Existing Loan Documents Deadline N/A 7 5.4 Existing Loan Documents Objection Deadline N/A S 5.4 Loan Transfer Approval Deadline N/A 9 6.2.2 Appraisal Deadline N/A 10 6.2.2 Appraisal Objection Deadline N/A 11 7.1 Title Deadline 2/14/2011 12 8.1 Title Objection Deadline 2/21/2011 13 7.3 Survey Deadline 2/28/2011 14 8.3.2 Survey Objection Deadline 3/7/2011 15 7.2 Document Request Deadline 2/14/2011 16 7.4.4 CIC Documents Deadline N/A 17 7.4.5 CIC Documents Objection Deadline N/A 18 8.2 Off - Record Matters Deadline 4/11/2011 19 8.2 Off - Record Matters Objection Deadline 4/18/2011 20 8.6 Ri ht of First Refusal Deadline N/A 21 10.1 1 Seller's Property Disclosure Deadline 2/14/2011 22 10.2 1 Inspection Objection Deadline 5/13/2011 23 10.3 1 Inspection Resolution Deadline 5/20/2011 24 10.5 Property Insurance Ob Deadline N/A 25 12 Closing Date 5/27/2011 26 17 Possession Date Da of Closin 27 17 Possession Time Immediately after Closin 28 31 Acceptance Deadline Date 12/30/2010 29 31 Acceptance Deadline Time Noon, MDT 2.4. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N /A" or the word "Deleted" means not applicable and when inserted on any line in Dates and Deadlines (§ 2.3), means that the corresponding provision of the Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. CBS1 -11 -C C6 RACT TO BUY AND SELL REAL ESTATE (ALL Buyer Initials Seller Initials (� This form produced b F0M(J -dW * 800- 499 -9612 TYPES OF PROPERTIES) Financing Omitted Page 1 of 10 r m gJ laid s2 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 '2.5. Day; Computation of Period of Days, Deadline. 2.5.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States Mountain Time (Standard or Daylight Savings as applicable). 2.5.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, the first day is excluded and the last day is included, e.g. three days after MEC. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline X Shall ❑ Shall Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline shall not be extended. 3. INCLUSIONS AND EXCLUSIONS. 9'le 8.1A. 3.1.4. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: All fixtures to be removed from the property by the Inspection Objection Deadline per the Addendum to the Contract. 9i-Fr 3.1.6. Water Rights. The following legally described water rights: None Any water rights shall be conveyed by ❑ Deed ❑ Other applicable legal instrument. If any water well is to be transferred to Buyer, Seller agrees to supply required information about such well to Buyer. Buyer understands that if the well to be transferred is a Small Capacity Well or a Domestic Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer shall complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer shall file the form with the Division within sixty days after Closing.The Well Permit # is N/A 3.1.7. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 4. 3.2. Exclusions. The following items are excluded: PURCHASE PRICE AND TERMS. 4.1. Price and terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: Item No. I Reference I Item Amount Amount 1 4.1 1 Purchase Price $ 1,600,000.00 2 4.2 1 Earnest Money 3 4.5 New Loan N/A 4 4.6 Assumption Balance N/A 5 4.7 Seller or Private Financing' N/A 6 7 8 4.3 Cash at Closing - 1,535,000.00 9 at 1 $ $ 1,600,000.00 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of County Check , is part payment of the Purchase Price and shall be payable to and held by Heritage Title Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline (§ 2.3) for its payment. if Inem est Pulmiie The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of CBS1 -11- 8 AT ACT TO BUY AND SELL,I��ftL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 2 of 10 Buyer Initi I Seller Initials �'fS This form produce F0rMU WW * 800-099 -9612 83 providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the 84 Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. 85 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of 86 tender of the Contract is as set forth as the Alternative Earnest Money Deadline (§ 2.3). 87 4.3. Cash at Closing. All amounts payable by the parties, at Closing, including Cash at Closing and closing costs, shall be in 88 funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller's 89 check and cashier's check (Good Funds). All required Cash at Closing shall be paid to allow disbursement by Closing Company at 90 the time of Closing OR SUCH PARTY SHALL BE IN DEFAULT. 91 92 . 93 4.4. Seller Concession. Seller, at Closing, shall pay or credit, as directed by Buyer, a total amount of $ N/A to 94 assist with Buyer's closing costs, loan discount points, loan origination fees, prepaid items (including any amounts that Seller 95 agrees to pay because Buyer is not allowed to pay due to FHA, CHFA, VA, etc.), and any other fee, cost, charge, expense or 96 expenditure related to Buyer's New Loan or other allowable Seller concession (collectively, Seller Concession). The Seller 97 Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. If the amount of Seller 98 Concession exceeds the aggregate of what is allowed, Seller shall not pay or be charged such excess amount. 99 4.5. New Loan. (Omitted As Inapplicable) 100 4.6. Assumption. (Omitted As Inapplicable) 101 4.7. (Omitted As Inapplicable) 102 5. FINANCING CONDITIONS AND OBLIGATIONS. 103 5.1. Loan Application. (Omitted As Inapplicable) 104 5.2. Loan Conditions (Omitted As Inapplicable) 105 5.3. Credit Information and Buyer's New Senior Loan. (Omitted As Inapplicable) 106 5.4. Existing Loan Review. (Omitted As Inapplicable) 107 6. APPRAISAL PROVISIONS. 108 6;1- 109 110 111 Reqmhel 10111S. sellella ri to lelmillette Ill thi5 § 6.4 S!4811 !40t apply it 819 el helate all� termi4ettie!q bV Belle ptilsuftntta Sgie § 6.1a 112 113 114 6.2. Appraisal Condition. 115 $I 6.2.1. Not Applicable. This § 6.2 shall not apply. 116 ❑ 6.2.2. Conventional /Other. Buyer shall have the sole option and election to terminate this Contract if the Purchase Price 117 exceeds the Property's valuation determined by an appraiser engaged by . The appraisal shall be received by 118 Buyer or Buyer's lender on or before Appraisal Deadline (§ 2.3). This Contract shall terminate by Buyer delivering to Seller written 119 notice of termination and either a copy of such appraisal or written notice from lender that confirms the Property's valuation is less 120 than the Purchase Price, received by Seller on or before Appraisal Objection Deadline (§ 2.3). If Seller does not receive such 121 written notice of termination on or before Appraisal Objection Deadline (§ 2.3), Buyer waives any right to terminate under this 122 section. 123 ❑ 6.2.3. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the Purchaser (Buyer) shall 124 not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest Money 125 deposits or otherwise unless the Purchaser (Buyer) has been given in accordance with HUD /FHA or VA requirements a written 126 statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting 127 forth the appraised value of the Property of not less than $ The Purchaser (Buyer) shall have the privilege and 128 option of proceeding with the consummation of the Contract without regard to the amount of the appraised valuation. The appraised 129 valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will insure. HUD 130 does not warrant the value nor the condition of the Property. The Purchaser (Buyer) should satisfy himself /herself that the price and 131 condition of the Property are acceptable. 132 ❑ 6.2.4. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not 133 incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property described 134 herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department of Veterans 135 Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of this Contract 136 without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 137 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be timely paid by X Buyer 138 ❑ Seller. 139 7. EVIDENCE OF TITLE, SURVEY AND CIC DOCUMENTS. 140 7.1. Evidence of Title. On or before Title Deadline (§ 2.3), Seller shall cause to be furnished to Buyer, at Seller's expense, a 141 current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or if this box is 142 checked, ❑ An Abstract of title certified to a current date. If title insurance is furnished, Seller shall also deliver to Buyer copies of 143 any abstracts of title covering all or any portion of the Property (Abstract) in Seller's possession. At Seller's expense, Seller shall 144 cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. The title insurance CBS1 -11- 8 ACT TO BUY AND SELL �t (ALL TYPES OF PROPERTIES) Financing Omitted Page 3 of 10 Buyer Initia Seller Initials This form produce/: FOrnMatOr* 800- 499 -9612 145 commitment X Shall ❑ Shall Not commit to delete or insure over the standard exceptions which relate to: (1) parties in 146 possession, (2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanics' liens, (5) gap period (effective date of 147 commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. 148 Any additional premium expense to obtain this additional coverage shall be paid by X Buyer ❑ Seiler. 149 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. Buyer shall have the 150 right to review the Title Commitment. If the Title Commitment or its provisions are not satisfactory to Buyer, Buyer may exercise 151 Buyer's rights pursuant to § 8.1. 152 7.2. Copies of Exceptions. Copies of Exceptions. On or before Title Deadline (§ 2.3), Seller, at Seller's expense, shall 153 furnish to Buyer and , (1) copies of any plats, declarations, covenants, conditions and restrictions 154 burdening the Property, and (2) if a Title Commitment is required to be furnished, and if this box is checked X Copies of any 155 Other Documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions). Even if the box 156 is not checked, Seller shall have the obligation to furnish these documents pursuant to this section if requested by Buyer any time 157 on or before Document Request Deadline (§ 2.3). This requirement shall pertain only to documents as shown of record in the 158 office of the clerk and recorder in the county where the Property is located. The abstract or Title Commitment, together with any 159 copies or summaries of such documents furnished pursuant to this section, constitute the title documents (Title Documents). 160 7.3. Survey. On or before Survey Deadline (§ 2.3), X Seller ❑ Buyer shall order and cause Buyer (and the issuer of 161 the Title Commitment or the provider of the opinion of title if an abstract) to receive a current ❑ Improvement Survey Plat 162 X Improvement Location Certificate ❑ (the description checked is known as Survey). An 163 amount not to exceed $ 1.500.00 for Survey shall be paid by X Buyer ❑ Seller. If the cost exceeds this amount, X Buyer 164 ❑ Seller shall pay the excess on or before Closing. Buyer shall not be obligated to pay the excess unless Buyer is informed of the 165 cost and delivers to Seller, before Survey is ordered, Buyer's written agreement to pay the required amount to be paid by Buyer. 166 7.4. Common Interest Community Documents. The term CIC Documents consists of all owners' associations (Association) 167 declarations, bylaws, operating agreements, rules and regulations, party wall agreements, minutes of most recent annual owners' 168 meeting and minutes of any directors' or managers' meetings during the six -month period immediately preceding the date of this 169 Contract, if any (Governing Documents), most recent financial documents consisting of (1) annual balance sheet, (2) annual income 170 and expenditures statement, and (3) annual budget (Financial Documents), if any (collectively CIC Documents). 171 X 7.4.1. Not Applicable. This § 7.4 shall not apply. 172 7.4.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON INTEREST 173 COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE OWNER OF THE PROPERTY WILL 174 BE REQUIRED TO BE A MEMBER OF THE OWNER'S ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE 175 BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND 176 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN 177 OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, 178 THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE 179 DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM 180 MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 181 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN 182 THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE 183 ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS 184 AND RULES AND REGULATIONS OF THE ASSOCIATION. 185 ❑ 7.4.3. Not Conditional on Review. Buyer acknowledges that Buyer has received a copy of the CIC Documents. Buyer 186 has reviewed them, agrees to accept the benefits, obligations and restrictions that they impose upon the Property and its owners 187 and waives any right to terminate this Contract due to such documents, notwithstanding the provisions of § 8.5. 188 7.4.4. CIC Documents to Buyer. 189 ❑ 7.4.4.1. Seller to Provide CIC Documents. Seller shall cause the CIC Documents to be provided to Buyer, at 190 Seller's expense, on or before CIC Document Deadline (§ 2.3). 191 ❑ 7.4.4.2. Seller Authorizes Association. Seller authorizes the Association to provide the CIC Documents to 192 Buyer, at Seller's expense. 193 7.4.4.3. Seller's Obligation. Seller's obligation to provide the CIC Documents shall be fulfilled upon Buyer's 194 receipt of the CIC Documents, regardless of who provides such documents. 195 7.4.5. Conditional on Buyer's Review. If the box in either §7.4.4.1 or §7.4.4.2 is checked, the provisions of this §7.4.5 196 shall apply. Written notice of any unsatisfactory provision in any of the CIC Documents, in Buyer's subjective discretion, signed by 197 Buyer, or on behalf of Buyer,and delivered to Seller on or before CIC Documents Objection Deadline ( §2.3), shall terminate this 198 Contract. 199 Should Buyer receive the CIC Documents after CIC Documents Deadline (§ 2.3), Buyer shall have the right, at Buyer's 200 option, to terminate this Contract by written notice delivered to Seller on or before ten calendar days after Buyer's receipt of the CIC 201 Documents. If Buyer does not receive the CIC Documents, or if such written notice to terminate would otherwise be required to be 202 delivered after Closing Date (§ 2.3), Buyer's written notice to terminate shall be received by Seller on or before three calendar days 203 prior to Closing Date (§ 2.3). If Seller does not receive written notice from Buyer within such time, Buyer accepts the provisions of 204 the CIC Documents, and Buyer's right to terminate this Contract pursuant to this section is waived, notwithstanding the provisions of 205 § 8.5. 206 NOTE: If no box in this § 7.4 is checked, the provisions of § 7.4.4.1 shall apply. CBS1 -11 Buyer Init TO BUY AND SELL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 4 of 10 Seller Initials This form pmduced[�y: FOrnWk W * 800 -499 -9612 207, 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 8. TITLE AND SURVEY REVIEW. 8.1. 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 ( §2.3), 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. 8.2. Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off - Record Matters Deadline (§ 2.3) 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, boundary line discrepancy or water rights). 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 (§ 2.3). If Seller does not receive Buyer's notice by said deadline, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. 8.3. Survey Review. ❑ 8.3.1. Not Applicable. This § 8.3 shall not apply. X 8.3.2. Conditional on Survey. If the box in this § 8.3.2 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 § 8.2 or § 13, is received by Seller on or before Survey Objection Deadline (§ 2.3) then such objection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice by Survey Objection Deadline (§ 2.3), Buyer accepts the Survey as satisfactory. 8.4. 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 (§ 2.3), this Contract shall terminate. If Seller does not receive Buyer's notice by such deadline, Buyer accepts the effect of the Property's inclusion in such special taxing district and waives the right to terminate for that reason. 8.5. Right to Object, Cure. Buyer's right to object shall include, but not be limited to, those matters set forth in §§ 8 and 13. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition or commitment terms as provided in §§ 8.1, 8.2 and 8.3, 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. 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract shall terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract shall remain in full force and effect. Seller shall promptly notify Buyer of the foregoing. If expiration or waiver of the right of first refusal or Contract approval has not occurred on or before Right of First Refusal Deadline (§ 2.3), this Contract shall terminate. 6.7. 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 separately 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 give them rights to enter and 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 there are strict time limits provided in this Contract [e.g., Title Objection Deadline (§ 2.3) and Off - Record Matters Objection Deadline (§ 2.3)). 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, BUYER DISCLOSURE AND SOURCE OF WATER. 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 2.3), Seller agrees to deliver to Buyer the most current version of the Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to the best of Seller's actual knowledge, current as of the date of this Contract. CBS1 -11- 8 C T CT TO BUY AND SEL _( a L ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 5 of 10 Buyer Initia Seller Initial This form producel;Ihy: r-or7n /(ator # 800- 499 -9612 270 - 10.2. Inspection Objection Deadline: Buyer shall have the right to have inspections of the physical condition of the Property 271 and Inclusions, at Buyer's expense. If (1) the physical condition of the Property, (2) Inclusions, (3) any proposed or existing 272 transportation project, road, street or highway, or (4) any other activity, odor or noise (whether on or off the Property) and its effect 273 or expected effect on the Property or its occupants is unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before 274 Inspection Objection Deadline (§ 2.3): 275 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 276 10.2.2. Notice to Correcrt. Deliver to Seller a written description of any unsatisfactory physical condition which Buyer 277 requires Seller to correct. 278 If written notice is not received by Seller on or before Inspection Objection Deadline (§ 2.3), the physical condition of the 279 Property and Inclusions shall be deemed to be satisfactory to Buyer. 280 10.3. Inspection Resolution Deadline. If a Notice to Correct is received by Seller and If Buyer and Seller have not agreed in 281 writing to a settlement thereof on or before Inspection Resolution Deadline (§ 2.3), this Contract shall terminate one day 282 following Inspection Resolution Deadline (§ 2.3), unless before such termination Seller receives Buyer's written withdrawal of the 283 Notice to Correct. 284 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract, is responsible for payment for all 285 inspections, tests, surveys, engineering reports, or any other work performed at Buyer's request (Work) and shall pay for any 286 damage that occurs to the Property and Inclusions as a result of such Work. Buyer shall not permit claims or liens of any kind 287 against the Property for Work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller 288 harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. 289 This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, 290 damage, cost or expense, or to enforce this section, including Seller's reasonable attorney and legal fees. The provisions of this 291 section shall survive the termination of this Contract. 292 10.5. Insurability. This Contract is conditional upon Buyer's satisfaction, in Buyer's subjective discretion, with the availability, 293 terms and conditions of and premium for property insurance. This Contract shall terminate upon Seller's receipt, on or before 294 Property Insurance Objection Deadline (§ 2.3), of Buyer's written notice that such insurance was not satisfactory to Buyer. If said 295 notice is not timely received, Buyer shall have waived any right to terminate under this provision. 296 10.6. Buyer Disclosure. Buyer represents that Buyer ❑ Does X Does Not need to sell and close a property to complete 297 this transaction. Note: Any property sale contingency should appear in Additional Provisions (§ 25). 298 10.7. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does X Does Not 299 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable 300 water for the Property. Buyer ❑ Does X Does Not acknowledge receipt of a copy of the current well permit. ❑ There is No Well. 301 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU 302 MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG 303 TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 304 11. METHAMPHETAMINE LABORATORY DISCLOSURE (Residential Property Only). The parties acknowledge that Seller is 305 required to disclose whether Seller knows that the Property, if residential, was previously used as a methamphetamine laboratory. 306 No disclosure is required if the Property was remediated in accordance with state standards and other requirements are fulfilled 307 pursuant to § 25- 18.5 -102, C.R.S. Buyer further acknowledges that Buyer has the right to engage a certified hygienist or industrial 308 hygienist to test whether the Property has ever been used as a methamphetamine laboratory. If Buyer's test results indicate that the 309 Property has been used as a methamphetamine laboratory, but has not been remediated to meet the standards established by rules 310 of the State Board of Health promulgated pursuant to § 25- 18.5 -102, C.R.S., Buyer shall promptly give written notice to Seller of the 311 results of the test, and Buyer may terminate this Contract. 312 12. CLOSING. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as the 313 Closing Date (§ 2.3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 314 mutual agreement of the parties 315 13. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other 316 terms and provisions hereof, Seller shall execute and deliver a good and sufficient Special Warranty deed to Buyer, at 317 Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided 318 herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of 319 the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: 320 13.1. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted 321 by Buyer in accordance with Title Review (§ 8.1), 322 13.2. distribution utility easements (including cable TV), 323 13.3. those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and 324 which were accepted by Buyer in accordance with Matters Not Shown by the Public Records (§ 8.2) and Survey Review (§ 8.3), 325 13.4. inclusion of the Property within any special taxing district, and 326 13.5. other 327 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the proceeds 328 of this transaction or from any other source. 329 15. CLOSING COSTS, DOCUMENTS AND SERVICES. 330 15.1. Good Funds. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to 331 be paid at Closing, except as otherwise provided herein. CBS1 -11 -0 C ACT TO BUY AND SELL E''TA``TE (ALL TYPES OF PROPERTIES) Financing Omitted Page 6 of 10 Buyer Initial Seller Initials This form produmdL : FOf7n latOr* 800 499-9612 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 15.2. Closing Information and Documents. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. 15.3. Closing Services Fee. Fees for real estate Closing services shall be paid at Closing by ❑ Buyer ❑ Seller X One -Half by Buyer and One -Half by Seller ❑ Other 15.4. Closing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing Instructions. Such Closing Instructions ❑ Are ❑ Are Not executed with this Contract. Upon execution, ❑ Seller X Buyer shall deliver such Closing Instructions to the Closing Company. 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by ❑ Buyer X Seller ❑ One -Half by Buyer and One -Half by Seller. 16. PRORATIONS. The following shall be prorated to Closing Date (§ 2.3), except as otherwise provided: 16.1. 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 Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, or ❑ Other P 16.4. Other Prorations. Water and sewer charges, interest on continuing loan, and 16.5. Final 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 at Possession Time (§ 2.3), 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 (or any part of a day notwithstanding § 2.5.1) from the Possession Date and Possession Time (§ 2.3) until possession is delivered. Buyer ❑ Does X Does Not represent that Buyer will occupy the Property as Buyer's principal residence. 18. ASSIGNABILITY AND INUREMENT. This Contract ❑ Shall X 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. 19. INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND WALK- THROUGH. 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. 19.1. Casualty Insurance. In the event the Property or Inclusions are 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 Date (§ 2.3). In the event such damage is not repaired within said time or if the damage exceeds 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, Buyer shall be entitled to a credit at Closing 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. 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including systems and components of the Property, e.g. heating, plumbing) 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 § 3.1.7 and such party shall be entitled to such insurance proceeds or benefits for the growing crops. CBS1 -11- 8 C IA T TO BUY AND SEL L ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 7 of 10 Buyer Initial Seller Initials 190 This. form produced : Fomlldatw aoo499 -9612 396 19.3. Walk- Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the 397 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 398 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that the 399 respective broker has advised that this document has important legal consequences and has recommended the examination of title 400 and consultation with legal and tax or other counsel before signing this Contract. 401 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest 402 Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation hereunder is 403 not performed or waived as herein provided, there shall be the following remedies: 404 21.1. If Buyer is in Default: 405 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money 406 (whether or not paid by Buyer) shall be forfeited by Buyer, paid to Seller and retained by Seller; and Seller may recover such 407 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 right 408 to specific performance or damages, or both. 409 X 21.1.2. Liquidated Damages. All Earnest Money (whether or not paid by Buyer) shall be forfeited by Buyer, paid to 410 Seller, and retained by Seller. Both parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest 411 Money specified in § 4.1 is LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree is fair and reasonable and 412 (except as provided in §§ 10.4, 19, 21.3, 22 and 23), said forfeiture shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's 413 failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 414 damages. 415 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 416 hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as 417 being in full force and effect and Buyer shall have the right to specific performance or damages, or both. 418 21.3. Cost and Expenses. In the event of any arbitration or litigation relating to this Contract, the arbitrator or court shall 419 award to the prevailing party all reasonable costs and expenses, including attorney and legal fees. 420 22. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 421 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 422 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the dispute 423 must agree before any settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost 424 of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved within 425 thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's last known address. 426 This section shall not alter any date in this Contract, unless otherwise agreed. 427 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest Money 428 as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest 429 Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action. Earnest 430 Money Holder, at its option and sole discretion, may (1) await any proceeding, (2) interplead all parties and deposit Earnest Money 431 into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, or (3) provide notice to 432 Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and 433 Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the 434 parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does 435 receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest Money Holder shall disburse the 436 Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of Mediation (§ 22). The provisions of this § 437 23 apply only if the Earnest Money Holder is one of the Brokerage Firms named in § 33 or § 34. 438 24. TERMINATION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the 439 parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22 and 23. 440 25. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 441 Commission.) 442 See Addendum to Contract attached hereto and made a part hereof by this reference. 443 444 445 446 447 448 449 450 451 26. ATTACHMENTS. The following are a part of this Contract: Addendum to Contract 452 453 Note: The following disclosure forms are attached but are not a part of this Contract: 454 455 27. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not limited to 456 exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5) and Property 457 Disclosure, Inspection, Indemnity, Insurability, Buyer Disclosure and Source of Water (§ 10). CBS1 -11- C TO BUY AND SELL L ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 8 of 10 Buyer Initia Seller Initials' This form produced >y FQnmdator 0 800399 -9612 458 28. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute the entire 459 agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, 460 have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall be valid, 461 binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this Contract that, by its 462 terms, is intended to be performed after termination or Closing shall survive the same. 463 29. FORECLOSURE DISCLOSURE AND PROTECTION. Seller acknowledges that, to Seller's current actual knowledge, the 464 Property ❑ Is X Is Not in foreclosure. Buyer ❑ Will X Will Not occupy the Property as Buyer's personal residence for at 465 least one year. In the event this transaction is subject to the provisions of the Colorado Foreclosure Protection Act (the Act) (i.e., 466 generally the Act requires that the Property is residential, in foreclosure, and Buyer does not reside in it for at least one year), a 467 different contract that complies with the provisions of the Act is required, and this Contract shall be void and of no effect unless the 468 Foreclosure Property Addendum is executed by all parties concurrent with the signing of this Contract. Each party is further advised 469 to consult with their own attorney. 470 30. NOTICE, DELIVERY, AND CHOICE OF LAW. 471 30.1. Physical Delivery. Except for the notice requesting mediation described in § 22, delivered after Closing, and except as 472 provided in § 30.2, all notices must be in writing. Any notice or document to Buyer shall be effective when physically received by 473 Buyer, any individual buyer, any representative of Buyer, or Brokerage Firm of Broker working with Buyer. Any notice or document 474 to Seller shall be effective when physically received by Seller, any individual seller, any representative of Seller, or Brokerage Firm 475 of Broker working with Seller. 476 30.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document and written 477 notice may be delivered in electronic form by the following indicated methods only: X Facsimile ❑ E -mail ❑ Internet ❑ No 478 Electronic Delivery. Documents with original signatures shall be provided upon request of any party. 479 30.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance with 480 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 481 located in Colorado. 482 31. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as 483 evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 30 on or before 484 Acceptance Deadline Date (§ 2.3) and Acceptance Deadline Time (§ 2.3). If accepted, this document shall become a contract 485 between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed 486 a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 487 Date: December 15, 2010 Buyer's Name: Eacle-County, Colorado Address: U Buyer's Signature 500 Broadway PO Box 850 Eagle, Colorado 81631 Phone No.: Fax No.: 970- 328 -8685 970- 328 -8699 Email Address: Date Buyer's Name: Buyer's Signature Address: Phone No.: Fax No.: Email Address: [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 32] Date: Date: Seller's Name: Raloh E. Seaao Seller's Name: Sherrie L. Seago ® Seller's Sign Seller s Signatur Address: PO Box 943 Eagle, Colorado 81631 Phone No.: 970- 328 -7769 Fax No.: Email Address: Address: PO Box 943 Eagle Colorado 81631 Phone No.: 970- 328 -7769 Fax No.: Email Address: 488 489 32. COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected. 490 Initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT TO BUY AND SELL REAL ESTATE 1 -08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 9 of 10 This form produced by: F0r1nU1at0r 800499 -9612 1 -08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 10 of 10 This form produced by; F0MWjaat0r * 800- 499 -9612 ADDENDUM TO CONTRACT a. Seller understands that this Agreement must be approved and ratified by the 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 Board of County Commissioner affirmative motion on the same. For purposes of this Agreement, MEC (date of mutual execution of this contract as defined in Section 2.4 shall be the date approved by the Board of County Commissioners at a public meeting. In accordance with applicable public finance law and notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no obligations under this Agreement nor shall any payment be made to Seller without an appropriation thereof in accordance with a budget adopted by the Board of County Commissioners. All obligations payable beyond the current fiscal year are subject to funds being available and appropriated prior to closing. b. Buyer shall have through the Off- Record Matters Objection Deadline in which to obtain funding through the County Open Space Program using Open Space Funds for a portion or all of the purchase price. This Agreement is conditioned upon approval by the Eagle County Board of County Commissioners at a regularly scheduled public meeting following a funding recommendation by the Eagle County Open Space Advisory Committee ( "OSAC ") and nothing herein shall be deemed a pre - approval of such funding by the Board of County Commissioners. Upon acceptance by Seller, Buyer shall schedule a meeting before OSAC for the committee's evaluation and recommendation. Within twenty (20) days of OSAC recommendation, Buyer shall schedule a public meeting before the Board of County Commissioners. This condition will be satisfied upon the Board of County Commissioners affirmative motion approving the use of Open Space Funds towards the purchase of the Property C. The Earnest Money shall be held by Heritage Title Guarantee Company 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, the Earnest Money, together with interest thereon, shall be returned immediately to the Buyer and this Agreement shall terminate. d. Within ten (10) business days after the MEC, Seller shall provide to Buyer copies of inspection and test reports in its possession or available to Seller, any phase 1 environmental site assessments, audits and reports, as well as all other environmental studies, evaluations, reports, remediation plans, documents or other materials concerning the presence or effect upon the Property of any hazardous or toxic waste, substance or material. Seller represents that all such materials provided will be true, complete and accurate copies. Seller may also supplement those deliveries by notice to Buyer no later than ten (10) business days before the Inspection Objection Deadline. e. Prior to the Inspection Objection Deadline, Buyer at its election may conduct a phase 2 environmental site assessment and audit report to evaluate the condition of the Property. Seller agrees to assist Buyer's environmental consultant in furtherance of this phase 2 report. The cost of the phase 2 report will be paid by Buyer. If closing does not occur for any reason, 71 �a rees to deliver any such 5 initi als phase 2 report to Seller within thirty (30) business days following termination of this Agreement. Buyer may notify Seller of any unsatisfactory environmental issues on the Property prior to the Off - Record Matters Objection Deadline. Within five (5) days of said notification, the Parties agree to meet to mutually discuss an appropriate mitigation plan or price reduction to address said environmental issues. If the Parties are unable to mutually agree to a mitigation plan or price reduction, the Buyer may elect to terminate this contract for unsatisfactory environmental conditions within (10) days of the Off - Record Matters Objection Deadline in which event the Parties shall be released from their respective obligations under this agreement and the Earnest Money shall be returned to Buyer. I. Except as expressly set forth herein, Seller shall remove all trade fixtures, buildings, sheds, cars, vehicles, trash, debris, equipment, parts, inventory, landfills, disposal sites, and any and all other items used in the vehicle salvage business from the property prior to the Inspection Objection Deadline. The property should be left in a condition similar to vacant land with no buried, hidden, or latent materials left on site. If the Property is not left in such a condition, the Buyer may elect to terminate this contract by the Inspection Objection Deadline in which event the Parties shall be released from their respective obligations under this agreement and the Earnest Money shall be returned to Buyer. Notwithstanding the foregoing, Seller may leave on the Property the 40' x 60' concrete building. g. Seller shall terminate any and all leases with third party tenants and shall have vacated all tenants from the Property prior to the Inspection Objection Deadline. No later than ten (10) business days prior to the Inspection Objection Deadline, Seller shall provide to Buyer evidence of lease terminations with copies of current leases indicating the Seller's Authority for such termination. Alternatively, Seller may provide releases from the current tenants. If any outstanding tenant issues have not been resolved, the Buyer may elect to terminate this contract by the Inspection Objection Deadline in which event the Parties shall be released from their respective obligations under this agreement and the Earnest Money shall be returned to Buyer. h. If, prior to Closing, all or part of the Property shall be subjected to a threat of condemnation from an entity other than the Buyer, or shall be subjected to an environmental claim, administrative action, regulatory action, judicial action, demand, claim, notice of non - compliance or violation or otherwise relating to any environmental' or other issues, Seller shall notify Buyer thereof within three (3) business days after Seller becomes aware of the same, but in no event later than the Closing. Buyer may elect within ten (10) business days after receipt of Seller's notice to terminate this contract in which event the Parties shall be released from their respective obligations under this agreement and the Earnest Money shall be returned to Buyer. i. During the period of the MEC to Closing, Seller will store, use, handle and dispose of any hazardous material and will otherwise conduct its operations in accordance with good prevailing commercial practices of the operation of a vehicle salvage yard, including, without limitation, the requirements that any hazardous materials disposals be completed at a licensed disposal facility as required by law. j. 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 tot Property without the Initials 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. k. 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. 1. The transfer shall include all development rights and approvals, zoning rights and approvals, minerals, rights of way, easements, and other property rights appurtenant thereto and owned by Seller (all of the foregoing property interests are included within the definition of the Property as used in this Agreement). m. Seller hereby represents and warrants to Buyer that, to the best of Seller's information and belief, as of the date hereof. (1) Litigation There is no litigation, claim or proceeding, pending or threatened, which in any manner affects the Property. 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 may be 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; (2) Law. There are no violations of any federal, state or local law, code, ordinance, rule, regulation, or requirement affecting the Property; (3) Access The property has full and free access to and from a public highway, street and /or road adjacent to the Property and Seller has no knowledge of any fact or condition which would result in the termination of such access; , 6 sts initials (4) Demands Seller has not received any notices, demands or deficiency comments from any mortgagee of the Property or from any state, municipal or county government or any agency thereof with regard to the Property; (5) Change in Condition Seller has not received any notice of, and has no other knowledge or information of, any pending contemplated change in any applicable law, ordinance, or restriction; or of any pending or threatened judicial or administrative action; or of any action, pending or threatened, by adjacent landowners; or of any natural or artificial condition upon the Property, or any part thereof, any of which would result in any material change in the condition of the Property, or any part thereof, or in any way limit or impede the operation of the Property, or any part thereof, for any purpose; (6) Authority Seller has the full right, power, and authority to sell and convey the Property to Buyer as provided in this Agreement and Seller has the full right, power and authority to carry out Seller's obligations hereunder; (7) Documents Each and every document, schedule, item and other information prepared by Seller, or to which Seller is a party, delivered by Seller to Buyer hereunder, shall be true and not materially misleading; (8) Soils. Hazardous Materials Seller has disclosed to Buyer that the Property has been utilized for many years as an automobile salvage yard. Seller is not aware of any landfills, disposal sites or contamination on the Property. Seller has not received any notice that the Property will be the subject of investigation by any governmental or other entity; (9) Mechanic's Liens Seller has incurred no delinquent bills for work, labor, or materials done, performed, or furnished that would give rise to a mechanic's lien against the Property, and Seller will execute and deliver to the Title Company at closing the usual mechanic's lien affidavit to obtain deletion of the standard preprinted exception for mechanic's liens from Buyer's final owner's policy of title insurance; and (10) Encumbrances All underlying encumbrances can be discharged of record or as the case may be, the Property can be released therefrom, upon the payment of a sum or sums which in the aggregate shall not exceed Sellers cash proceeds from this transaction. n. All notices or deliveries required under the Contract (including this Addendum) shall either be (i) hand - delivered, (ii) given by certified mail, (iii) given by overnight courier, or (iv) by facsimile transmission. All notices so given shall be considered effective, (i) if hand delivered, when received, (ii) if by certified mail, three (3) days after deposit, certified mail postage prepaid, with the United States Postal Service, (iii) if by overnight courier one (1) business day after deposit with overnight courier company, or (iv) if by facsimile transmission, upon receipt of a machi nera to S i ' ials El confirmation of a complete transmission of all pages followed by mail delivery of the original document. Either party may change the address or facsimile number to which future notices shall be sent by notice given in accordance with this Section. Notices shall be given to the parties at the following addresses and facsimile numbers: TO SET.T,ER: Ralph E. Seago and Sherrie L. Seago P.O. Box 943 Eagle, Colorado 81631 Fax: (970) 328-1291 TO BUYER: Eagle County, Colorado c/o Eagle County Attorney's Office P O Box 850 Eagle, CO 81631 Fax: (970) 328-8669 o. 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; P. Agreements, indemnities, representations, covenants and warranties on the part of Seller and Buyer contained in this Agreement or any amendment or supplement hereto shall survive the Closing and delivery of deed hereunder and shall not be merged thereby, and in addition to the effect any of same have in law or in equity, all of same will be deemed to be conditions precedent to the Buyer's and Seller's obligations hereunder, whether so expressed or not. Any of the conditions to this Agreement that are for the sole benefit of Buyer or Seller may accordingly be waived by Buyer or by Seller. q. 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. 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 for one of the parties. r. Any vested, grandfathered, or uses by right of the Property for use as a salvage yard operation that may have pre- existed this Agreement (hereinafter "prior use ") shall remain with the Property following termination of this Agreement, provided such prior use restarts and continues within ninety (90) days of termination. The Agreement does not grant or approve of any such prior use, but it is understood by the Parties that any cessation of prior use in furtherance of this Agreement shall not operate as a waiver, abandonment, or other forfeiture of prior uses that would have previously existed. S. Buyer shall pay to Seller two thousand five hundred dollars ($2,500.00) to be used to offset landfill dump fees and other cleanup costs. Such money shall be delivered to Seller within ten (10) business days after the MEC. In the event this Agreement is terminated by Buyer pursuant to the provisions of this Agreement, this fee maybe retained by Seller. This payment shall not be part of the purchase price, but will be Buyer's contribution to the cleanup costs of the r y. initials