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HomeMy WebLinkAboutC11-155 John & Marianne Cochran Property Purchase Contract r t • 1 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 2 (CBS4 -8.10) (Mandatory 1 -11) ! I 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. .6 7 CONTRACT TO BUY AND SELL REAL ESTATE e (LAND) • 10 ('= Property with No Residences) i (0 Property with Residences - Residential Addendum Attached) 11 12 Date: 4/25/2011 13 14 J AGREEMENT 1 15 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property 16 described below on the terms and conditions set forth in this contract (Contract). 17 2. . PARTIES AND PROPERTY. 18 2.1. Buyer. Buyer, Eagle Gouty, Colorado , will take title to the Property 19 described below as ❑ Joint Tenants ❑ Tenants In Common NOther 20 2.2. Assignability and Inurement. This Contract ❑ Shall XShafl Not be assignable by Buyer without Seller's prior 21 written consent Except as so restricted, this " Contract shall inure to the benefit of and be binding upon the heirs, personal 22 representatives, successors and assigns of the parties. 23 2.3. Seiler. Setter, John & Marianne Cochran , is the current owner of the 24 Property described below. 25 2.4. Property, The Property is the following legally described real estate in the County of Eagle , Colorado: 26 Tract 50, Section: 9, Township: 2, Range: 83; BK -0338, PG- 0457 02- 23-82; Bk -0338, PG -0458 03- 22-82; 27 BK -0338, PG- 0459 03- 22 -82; 5K -0338, P13- 0460 03- 22-82; BK -0338, PG- 0461 03- 22-82; BK -0638, PG-0594 PAT 04- 26-94. 28 29 • • 30 known as No. Street Address 18231 try 131 Ci Bond. Colorado 80423 31 ty State zip 32 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all Interest of 33 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 34 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 35 2.6.1. natures. All fixtures attached to the Property on the date of this Contract. 36 Other Fixtures: Storage shed and boat ramp improvements. 37 38 39 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in the Purchase 40 Price. 41 2.5.2. Personal Property. If on the Property whether attached or not on the date of this Contract 42 N/A 43 44 Other Personal Property: N/A 45 46 47 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except 48 personal property taxes for the year of Closing), pens and encumbrances, except 49 Conveyance shall be by bin of sale or other applicable legal instrument. 50 2.5.3. Trade Fixtures. With respect to trade factures, Seiler and Buyer agree as follows: 51 N/A 52 CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDE h - AL) Page 1 of 15 INS loan po4uced by: � • e0o.4e9eei2 Buyer Seller initials 1C.L ` • T S ' 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 55 Conveyance shall be by bill of sale or other applicable legal instrument 56 1 2.5.4. Water Rights, Water and Sewer Taps. The following legally described water rights: III 57 N/A 58 59 1 Any water rights shall be conveyed by ❑ Deed ❑ Other applicable legal instrument 60 2.5.4.1. 11 any water well is to be transferred to Buyer, Seller agrees to Buyer. supply required � about 61 such wel to B uy Buyer understands that if the well to be transferred is a Small Capacity Well or a Domestic Exempt Water 62 Well for ordinary household purposes, Buyer shall, prior to or at Closing, complete a Change in Ownership form for the well 63 If an e ' ng well has not been registered with the Colorado Division of Water Resources In the Department of Natural Resources 64 (Division), Buyer shall complete a Yegistation of existing well form for the well and pay the cost of registration. 11 no person will 65 be provid a closing service in connection with the transaction, Buyer shad file the form with the Division within sixty days after 66 Closing. Well Permit* is 67 2.5.4.2. ❑ Water Stock Certificates: _ 68 . 69 70 2.5.4.3. ❑Water Tap ❑Sewer Tap 71 Note: Bu r Is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time 72 and other restrictions for transfer and use of the tap. 73 2.5.5. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 74 N/A 75 76 2.6. Exclusions. The following items are excluded (Exclusions): 77 78 79 3. DATESD DEADLINES. Item No. Reference Event Date or Deadline 1 § 4.2.1 Alternative Earnest Money Deadline 10 days after MEC Title and CIC 2 § 7.1 Title Deadline 6/23/2011 3 § 72 Exceptions Request Deadline 5/20/2011 4 § 8.1 Title Objection Deadline 6/30/2011 11111 5 i § 8.2 Off-Record Matters Deadline _ 7/7/2011 . 6 § 82 Off- Record Matters Objection Deadline 7/14/2011 7 § 7.4.4.1 _ _ C1C Documents Deadline N/A 8 § 7.4.5 CIC Documents man Deadline N/A 9 § 8.6 Right of First Refusal Deadline WA ` Seller's Property Disclosure 10. § 10.1 Seller's Property Disclosure Deadline 5/13/2011 Loan and Credit 11 § 5.1 Loan Application Deadline N/A 12 § 5.2 Loan Conditions Deadline N/A 13 § 5.3 Buyer's Credit Information Deadline N/A 14 § 5.3 Disapproval of Buyer's Credit Information Deadline N/A 15 § 5.4 Existing Loan Documents Dead lne N/A 16 I § 5.4 Existing Loan Documents Objection Deadline N/A 17 § 5.4 Loan Transfer Approval Deadline WA Appraisal 18 I § 6.2.2 Appraisal Deadline 6/23/2011 19 § 6.22 Appraisal Objection Deadline 6/30/2011 Survey 20 § 7.3 Survey Deadline 7/7/2011 21 f § 8.3.2 Survey Objection Deadline 7/14/2011 CBS4 -8-10. COMTRACT TO BUY AND SELL REAL ESTATE (RESIDE ) , Page 2 of 15 This tam produced y: / 17n f' • e00-4119 4612 Buyer InWO . -. '1= Seiler initials 3 C- AtDc -- 11111 • • inspection and Due Diligence - 22 § 102 Inspection Objection Deadline 7/15/2011 III 23 § 10.3 inspection Resolution Deadline 7/22/2011 24 § 10.5 Property Insurance Objection Deadline N/A 25 § 10.6 Environmental Inspection Objection Deadline 7/14/2011 26 § 10.6 ADA Evaluation Objection Deadline 7/14/2011 27 §210.7 Due Diligence Documents Delivery Deadline 5/20/2011 28 § 10.8.1 Due Diligence Documents Objection Deadline 7/14/2011 - 29 § 112 Tenant Estoppel Statements Deadline N/A - 30 § 11.3 Tenant Estoppel Statements Objection Deadline N/A Closing and Possession 31 § 12.3 Closing Date 8/4/2011 32 § 12.1 Closing Documents Delivery Deadline Day of Closing 33 § 17 Possession Date Day of Closing 34 § 17 Possession Time immediately after Closing 35 § 28 Acceptance Deadline Date 5/4/11 36 § 28 Acceptance Deadline Time 5 pm, MDT 80 81 • Note: Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N/A" 82 or the word `Deleted' means not applicable and when inserted on any line in Dates and Deadlines (§ 3), means that the 83 corresponding provision of the Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of this 84 Contract) means the date upon which both parties have signed this Contract. 85 4. PURCHASE PRICE AND TERMS. 86 4.1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: . Item No. Reference Rem Amount Amount 1 § 4.1 Purchase Price $ 730,000.00 2 § 4.2 Earnest Money 10,000.00 3 § 4.5 New Loan - -- N/A 4 § 4.6 Assurnption Balance i N/A • 5 § 4.7 Seller or Private Financing -'� �. N/A 6 7. 8 § 4.3 , Cash at Closing $720,000.00 9 Total • 730,000.00 $ 730,000.00 • 87 88 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of County Check 89 shall be payable to and held by Heiitage Title (Earnest Money Holder), in its 90 trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the 91 parties mutually agree to an Alternative Earnest Money Deadline (§ 3) for -ib-payment• 93 .... . . . ..... -- . -• . - -.. --. . - - . The parties authorize delivery of the Earnest Money 94 deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Eamest Money 95 Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing 96 affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Eamest 97 Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. 98 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 99 time of tender of the Contract is as set forth as the Alternative Eamest Money Deadline (§ 3). 100 4.2.2. Return of Earnest Money. If Buyer has a right to terminate this Contract and timely terminates, Buyer 101 shall be entitled to the retum of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, 102 except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other 103 written notice of termination, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual 104 instructions, i.e., Earnest Money Release form, within three days of Seller's receipt of such form. - CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL Page 3 of 15 This term produced by: I • mo. aa.oei2 Beyer! r: i Seller I itiials all' 4' - ' • I t • 105 4.3.1 Form of Funds; Time of Payment; Funds Available. 106 4.3.1. Good Funds. MI amounts payable by the parties at Closing, including any loan proceeds,. Cash at Closing 107 and clo i costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 108 check, s wings and loan teller's check and cashier's check (Good Funds). 109 4.3.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the • • 110 parties hall be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY SHALL BE IN 111 DEFAU . _. - . ._. .. , - :- • --- - - - -- - - --- _. .,..,R 7' . -.. ! :. -_ . 112 _.,. _... 113 4.4. Seiler Concession. Seller, at Closing, shalt pay or credit, as directed by Buyer, an amormt of $ 0.00 to 114 assist wits Buyer's closing costs "(Seiler Concession). Seger Concession is in addition to any sum Seller has agreed to pay or credit 115 Buyer elsewhere in this Contract. Seger Concession shall be reduced to the extent it exceeds the aggregate of what Is allowed by 116 Buyer's lender, but In no event shall Seller pay or credit an amount for Seller Concession that exceeds the lesser of (1) the stated 117 amount for Seiler Concession or (2) Buyer's closing costs. 118 4* 119 ,.... _. , 120 121 ... . .... ..... 122 . .. ., __ ... , 123 4 .._ ,.._ �.. 124 - . , r _ . .. ... _ -tier- ;nei..Jing 125 r ...,... .ti, t (L....i.. ..,.. . ....I i.d.. 126 ! ! ■ 127 128 _ -. _ - -pep -per 129 130 _.. _. 131 .. _ . .... _ .. r therm a, Ma 132 : - . ! _ ., ! z . . ..,.. . . .... ... . 133 ._. . ! . ! 134 _...- . 135 • .. - - _ 136 : .. .... ...... 137 !.. .. 11 - .. . . !: . ' 138 ! :- .. . ,.. ■ :. - 139 _ �� 140 ! -"'. . l :.. _ ! III 141 ... _ _ : 1:. 142 - _ . 143 per- • 144 er 145 n8. 146 '- - ..•:., !:. _ .. 147 . - '... . . - 148 ,- % nei payrren! 149. . ...... . _ .. .. 150 shell be- 1, 151 • . - - . • _ .. ! _ - - .. - ... .. , - • - ' - : _ - . • 152 _ . _ . ... ... 153 tt . l : ,. 154 j TRANSACTION PROVISIONS 1 - 155 Sr - _ - _ - _ _ ., _ 156 • 9 , 4 % . _.., .. ... , .. 157 158 _. ..... 159 frPr :. _ . . 180 - -- 68348 -10. CONTRACT TO BUY AND SELL REAL ESTATE (RESIO P age 4 of 15 Ms bin produced by fw+, • f 800.499-90V Buyer lniti - ''a" Seiler initials n ADC -. f . . III 1 1 161 .. r , .. ., .., _. .. • 162 .. , . _. _ 163 _ . . .. . .. . , ., - ___ _ _ - -- , _ - : • • 165 = `- _ • 166 Tiller &eve& 167 t1:+9: :. _ ^ , . _ . _ .. . ., . ... . . . _ - 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 6. APPRAISAL PROVISIONS. 193 •r4 - - _ •- ip 194 . . _ 195 196 - _ - • - . . - . 197 .., , 198 199 6.2. Appraisal Condition. 200 ❑ 6.2.1. Not Applicable. This § 6.2 shall not apply. 201 X 6.2.2. Conventionai/Other. Buyer shalt have the sole option and election to terminate this Contract if the 202 Purchase Price exceeds the Property's valuation determined by an appraiser engaged by Buyer . 203 The appraisal shall be received by Buyer or Buyer's tender on or before Appraisal Deadline (§ 3). This Contract shall terminate 204 by Buyer delivering to Seller written notice to terminate and either a copy of such appraisal or wn'tten notice from lender that 205 confirms the Property's valuation is lass than the Purchase Price, received by Seller on or before Appraisal Objection Deadline 206 (§ 3). If Seller does not receive Buyer's written notice to terminate on or before Appraisal Objection Deadline (§ 3), Buyer 207 waives any right to terminate under this section. 208 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be timely paid by 209 IN Buyer ❑ Seller. 210 7. EVIDENCE OF TITLE, SURVEY AND CIC DOCUMENTS. 211 7.1. Evidence of Title. On or before Title Deadline (§ 3), Seller shall cause to be fumished to Buyer, at Seller's 212 expense, a current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or if 213 this box is checked, ❑ An Abstract of title certified to a current date. If title insurance is furnished, Seller shal also deriver to • 214 Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract) in Seller's possession. At Seller's 215 expense, Seller shall cause the title Insurance policy to be Issued and delivered to Buyer as soon as practicable at or after Closing. 216 The title insurance commitment la Shall ❑ Shall Not commit to delete or insure over the standard exceptions which relate to: 217 (1) parties In possession. (2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanics' riens, (5) gap period CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (RESID � Page 5 01 15 This room produced by: � • 800499-0812 Buyer lnitt = Seller Initials 5 4-4- /v-tet— III 218 (effectiv date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the 219 year of osing. Any additional premium expense to obtain this additional coverage shall be paid by ❑ Buyer jgSeiter. 220 Note: Th title insurance company may not agree to delete or insure over any or all of the standard exceptions. Buyer shall have 221 the right o review the Title Commitment, its provisions and Tide Documents (defined in § 7,2), and if not satisfactory to Buyer, • 222 Buyer m expnnse Buyer's rights pursuant to § 8.1. 223 7.2. Copies of Exceptions. On or before Title Deadline (§ 3), Seller, at Seller's expense, shall fumish to Buyer and 224 (1) copies of any plats, declarations, covenants, conditions and restrictions 225 burdeninr the Property, and (2) if a Tide Commitment is required to be furnished, and if this box is checked 181Copies of any 226 Other II • uments (or, if illegible, summaries of such documents) fisted in the schedule of exceptions (Exceptions). Even if the 227 box is no checked, Seller shall have the obligation to furnish these documents pursuant to this section if requested by Buyer any 228 time on o before Exceptions Request Deadline (§ 3). This requirement shall pertain only to documents as shown of record In the 229 office of , e clerk and recorder in the county where the Property is located. The abstract or Tide Commitment, together with any 230 copies or summaries of such documents furnished pursuant to this section, constitute the title documents (collectively, Title 231 Document). 232 72. Survey. On or before Survey Deadline (§ 3). ❑Seller XI Buyer shall order or provide, and cause Buyer (and the 233 issuer of a Title Commitment or the provider of the opinion of tide if an abstract) to receive, a current NI improvement Survey 234 Plat ❑ 1 provement Location Certificate ❑ (the description checked is known 235 ' as Survey . An amount not to exceed $ 1.500.00 for Survey shall be paid by X Buyer ❑Seller. If the cost exceeds this 236 amount, Buyer ❑Seller shall pay the excess on or before Closing. Buyer shall not be obligated topay the excess unless 237 Buyer is t ormed of the cost and delivers to Seller, before Survey is ordered, Buyer's written agreement to pay the required 238 amount to fie paid by Buyer. 239 7.4. Common Interest Community Documents. The term CIC Documents consists of all owners' associations 240 (AssocIati ) declarations, bylaws, operating agreements, rules and regulations, party with agreements, minutes of most recent 241 annual o ' meeting and minutes of any directors' or managers' meetings during the six-month period invnediately preceding 242 the date of this Contract, if any (Governing Documents), most recent financial documents consisting of (1) annual balance sheet, 243 (2) annual income and expenditures statement, and (3) annual budget (Financial Documents), if any (collectively, CIC 244 Documents). 245 NI 7.4.1. Not Applicable. This § 7.4 shall not apply. 246 7.4.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 247 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE OWNER 248 OF THE - ROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER'S ASSOCIATION FOR THE 249 COMMON AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 250 ASSOCIA • N. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 251 OBLIGATI • S UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY III 252 ASSESSM c OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE 253 ASSOCIATI • N COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE 254 DECLARA ON, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 255 OWNER -. •M MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 256 ASSOCIA 0 N • (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. 257 PURCHAS - OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 258 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 259 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 260 THE ASSO • TION. 261 ❑ .4.3. Not Conditional on Review. Buyer acknowledges that Buyer has received a copy of the CIC Documents. 262 Buyer has : ed them, agrees to accept the benefits, obligations and restrictions that they impose upon the Property and its 263 owners and elves any right to terminate this Contract due to such documents, notwittatandrng the provisions of § 8.5. 264 r .4.4. CIC Documents to Buyer. 265 ❑ 7.4.4.1. Seller to Provide CIC Documents. Seller shall cause the CIC Documents to be provided to 266 Buyer, at Seder's expense, on or before CIC Documents Deadline (93). 267 ❑ 7.4.4.2. Seller Authorizes Association. Seller authorizes the Association to provide the CIC Documents to 268 , Buyer, at Seller's expense. 269 7.4.4.3. Seller's Obligation. Setter's obligation to provide the CIC Documents shad be fulfilled upon 270 Buyers receipt of the CIC Documents, regardless of who provides such documents. 271 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 272 § 7.4.5 shall apply. in the event of any unsatisfactory provision in any of the CIC Documents, in Buyer's sole subjective discretion, 273 and written notice to terminate by Buyer, or on behalf of Buyer, is delivered to Setter on or before CIC Documents Objection 274 Deadline (§ 3), this Contract shall terminate. if Seller does not receive Buyer's written notice to terminate on or before CIC 275 Documents Objection Deadline (§ 3), Buyer accepts the CIC Documents and waives the right to terminate for that reason. I CB34 -8-10. covtmACr TO BUY AND SELL REAL ESTATE (RESiDENTI • Page 8 of 15 This form produced by: RarKiator • m-499-9612 Buyer Millais t Seller Initials 3• .M9C, • 276 Should Buyer receive the CIC Documents after CIC Documents Deadline (§ 3), Buyer shall have the right, at 277 Buyer's option, to terminate this Contract by written notice to terminate delivered to Seller on or before ten days after Buyer's 278 receipt of the CIC Documents. If Buyer does not receive the CiC Documents, or if such written notice to terminate would 0 279 otherwise be required to be delivered after Closing Date (§ 3), Buyer's written notice to terminate shall be received by Seller on or 280 before three days prior to Closing Date (§ 3). If Seller does not receive Buyer's written notice to terminate within such time, 281 Buyer accepts the provisions of the CIC Documents, and Buyer's right to terminate this Contract pursuant to this section is waived, 282 notwithstanding the provisions of § 8.5. 283 Note: If no box in this § 7.4 is checked, the provisions of § 7.4.4.1 shall apply. 284 8, TITLE AND SURVEY REVIEW. 285 8.1. Title Review. Buyer shall have the right to review the Tate Documents. Buyer shall provide written notice to 286 terminate based on unmerchantability of title, unsatisfactory form or content of Title Commitment, or, notwithstanding § 13, of 287 any other unsatisfactory title condition, in Buyer's sole and subjective discretion, shown by the Title Documents (Notice of Title 288 Objection). Such Notice of Tide Objection shall be delivered by or on behalf of Buyer and received by Seller on or before Title 289 Objection Deadline (§ 3), provided such Title Documents are received by Buyer In a timely manner. If there is an endorsement to 290 the Title Commitment that adds a new Exception to tide, a copy of the new Excepdon to tide and the modified Title Commitment 291 shall be delivered to Buyer. Provided however, Buyer shalt have five days to deliver the Notice of Tide Objection after receipt by 292 Buyer of the following documents: (1) any required Title Document not timely received by Buyer, (2) any change to the Tide 293 Documents, or (3) endorsement to the Tide Commitment If Seller does not receive Buyer's Notice of Title Objection by the 294 applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. 295 8.2. Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off - Record Matters 296 Deadline (§ 3) true copies of all leases and surveys in Seller's possession pertaining to the Property and shalt disclose to Buyer all 297 easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other tide matters 298 (Including, without M rights of first refusal and options) not shown by the public records of which Seller has actual 299 knowledge. Buyer shalt have the tight to inspect the Property to investigate if any third party has any right in the Property not 300 shown by the public records (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). 301 Written notice to terminate based on any unsatisfactory condition (whether disclosed by Seller or revealed by such Inspection, 302 notwithstanding § 13), in Buyer's sole subjective discretion, by or on behalf of Buyer shalt be delivered to Seller on or before Off- 303 Record Matters Objection Deadline (§ 3). If Seller does not receive Buyer's written notice to terminate on or before Off- Record 304 Matters Objection Deadline (§ 3), Buyer accepts tide subject to such rights, if any, of third parties of which Buyer has actual 305 knowledge. 306 8.3. Survey Review. . 307 ❑ 8.3.1. Not Applicable. This § 8.3 shall not apply. 308 X 8.3.2. Conditional on Survey. If the box in this § 8.3.2 is checked, Buyer shah have the right to review the • 309 Survey. If written notice to terminate by or on behalf of Buyer based on any unsatisfactory condition, in Buyer's sole subjective 310 discretion, shown by the Survey, notwithstanding § 8.2 or § 13, is received by Seller on or before Survey Objection Deadline 311 (§ 3), his Contract shall terrrrinate. If Seller does not receive Buyer's written notice to terminate by Survey Objection Deadline 312 (§ 3), Buyer accepts the Survey as satisfactory. 313 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBUGATION 314 INDEBTEDNESS THAT 15 PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 315 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 316 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 317 CIRCUMSTANCES ARISE RESULTING IN THE INABIUTV OF SUCH A DISTRICT TO DISCHARGE SUCH 318 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD •INVESTIGATE THE 319 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 320 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING 321 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 322 RECORDER, OR THE COUNTY ASSESSOR. 323 In the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as the effect of 324 the special taxing district is unsatisfactory, in Buyer's sole subjective discretion, if written notice to terminate, by or on behalf of 325 Buyer, is received by Seiler on or before Off - Record Matters Objection Deadline (§ 3), this Contract shall terminate. If Seller 326 does not receive Buyer's written notice to terminate on or before Off-Record Matters Objection Deadline (§ 3), Buyer accepts 327 the effect of the Property's Inclusion in such special taxing district and waives the right to terminate for that reason. 328 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 329 13. If Seller receives Buyer's written notice to terminate or notice of unmerahantabilitty of title or any other unsatisfactory tide 330 condition or commitment terms as provided in §§ 8.1 and 8.2, Seller shall use reasonable efforts to contact said items and bear any 331 nominal expense to correct the same prior to Closing. If such unsatisfactory title condition is not corrected to Buyer's satisfaction, in 332 Buyer's sole subjective discretion, on or before Closing, this Contract shall temminate; provided, however, Buyer rriay, by 333 written notice received by Seller on or before Closing, waive objection to such items. CBS4 -8-10. CONTRACT TO BUY AND SELL REAL. ESTATE (RESIDENTIA Page 7 of 15 Me lam produced by: Formulator. Ma- 4894612 Buyer Inid- ei Seller Initials 3 ,tAp� f- . III . 334 8.6.1 Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to 335 approve his Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder of 336 the right of first refusal exercises such right or the holder of a right to approve disapproves this Contrac this Contract shall 337 terminal if the right of first refusal b waived expricttiy or expires, or the Contract is approved, this Contract shall remain in full III 338 force an effect. Seiler shall promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal 339 or Conti t approval has not occurred on or before Right of First Refusal Deadline (§ 3), this Contract shall terminate. 340 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 341 carefully. ddWUonalty, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 342 including ut limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, 343 leases ar#i other unrecorded agreements, and various laws and governmental regulations concerning land use, development and 344 environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the 345 surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold interests In 346 011, gas, her minerals, geothermal energy or water on or under the Property, which interests may give them rights to 347 enter an use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to 348 timely uIt legal counsel with respect to ail such matters as there are strict time limits provided in this Contract [e.g., Title 349 Objectie Deadline (§ 3) and Off-Record Matters Objection Deadtioe (§ 3)]. 350 9. GOO FAITH. Buyer and Seller acknowledge that each party has an obligation to act In good faith, inducing but not 351 limited to xerasing the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), Title 352 and Sure y Review (§ 8) and Property Disclosure, inspection, Indemnity, Insurability, Due Diligence, and Source of Water 353 (§ 10). 354 I DISCLOSURE, INSPECTION AND DUE DJUGENCE I 355 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, iNSURABIUTY, DUE DILIGENCE AND SOURCE 356 OF WATER. 357 10.1. ! Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to 358 deliver to uyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form 359 completed y Seiler to Seller's actual knowledge, current as of the date of this Contract. 360 10.2. inspection Objection Deadline. Unless otherwise provided in this Contract Buyer acknowledges that Seiler is 361 conveying e Property to Buyer in an "as is' condition, 'where is" and "with all faults". Seller shall disclose to Buyer, in writing, 362 any l edits actually known by Seiler. Buyer, acting In good faith, shall have the right to have inspections (by a third party, 363 personally both) of the Property and Inclusions (inspection), at Buyer's expense. if (1) the physical condition of the Property, 364 (2) th ph Ica! condition of the inclusions, (3) service to the Property (iincluding utilities and communication services), systems 365 and corn eats of the Property, e.g. heating and plumbing, (4) any proposed or existing transportation project, road, street or 366 highw o (5 any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property Ill 367 or its n ts Is unsatisfactory in Buyer's sole subjective discretion, Buyer shall, on or before Inspection Objection Deadline 368 (§ 3): 389 1 10.2.1. Notice to Terminate. Notify Seiler in writing that this Contract Is temninated; or 370 102.2. Notice to Correct. Deliver to Seiler a written description of any unsatisfactory physical condition which 371 Buyer requi Seller to correct. 372 if writt notice Is not received by Seller on or before Inspection Objection Deadline (§ 3), the physical condition of the 373 Property a Inclusions shall be deemed to be satisfactory to Buyer. 374 10.3. Inspection Resolution Deadline. If a Notice to Correct Is received by Seiler and if Buyer and Seller have not agreed 375 in writing to settlement thereof on or before Inspection Resolution Deadline (§ 3), this Contract shall terminate on Inspection 376 Resolution Wine (§ 3), unless Seiler receives Buyer's written withdrawal of the Notice to Correct before such termination, 377 f.e., on or re expiration of Inspection Resolution Deadline (§ 3). 378 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract, is responsible for payment for 379 all inspectfo , tests, surveys, engineering reports, or any other work performed at Buyer's request (Work) and shall pay for any 380 damage tha occurs to the Property and Inclusions as a result of such Work. Buyer shall not permit claims or (fens of any kind 381 against the roperty for Work performed on the Property at Buyer's request Buyer agrees to indemnify, protect and hold Seller 382 harmless fro and against any liability, damage, cost or expense incurred by Seiler and caused by any such Work, claim, or hen. 383 This indemn includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, 384 damage, or expense, or to enforce this section, including Seller's reasonable attorney fees, legal fees and expenses. The 385 provisions of his section shall survive the termination of this Contract 386 10.5. nsurabfity. This Contract is conditional upon Buyer's satisfaction, in Buyers sole subjective discretion, with the 387 availability, t rms and conditions of and premium for property insurance. This Contract shall terminate upon Seller's receipt, on or 388 before Pro insurance Objection Deadline (§ 3), of Buyer's written notice to terminate based on such insurance being 389 unsatisfact to Buyer. If Setter does not receive Buyer's written notice to terminate on or before Property Insurance Objection 390 Deadline (§ , Buyer shall have waived any fight to terminate under this provision. CB84 -8-10. C4NITRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL Page 8 of 15 Nits tam producedf for ren nukttor # 800-400-9612 Buyer Initials Seller initials -1 -CC— MpC— III 391 10.6. Due Diligence- Physical inspection. Buyer's Inspection of the Property under § 10.2 shall also include, without 392 limitation, at Buyer's option, an inspection of the roof, walls, structural integrity of the Property and an inspection of the electrical, 393 plumbing, HVAC and other mechanical systems of the Property. If the condition of the Property or Inclusions are not satisfactory to • 394 Buyer, in Buyer's sole subjective discretion, Buyer shall, on or before Inspection Objection. Deadline (§ 3), provide the 395 applicable written notice pursuant to § 10.2. Buyer shall also have the right to obtain environmental inspections of the Property 396 including Phase 1 and Phase 1I Environmental Site Assessments, as applicable. ❑ Seller NI Buyer shall order or provide 397 IXIPhase i Environmental Site Assessment, IR Phase it Environmental Site Assessment (compliant with ASTM E1527 -05 398 standard practices for Environmental Site Assessments) and/or X All testing at the sole discretion of Byer , at the expense 399 of ❑Seller NIEtuyer (Environmental Inspection). In addition, Buyer may also conduct an evaluation whether the Property 400 complies with the Americans iv th Disablldes Act (ADA Evaluation). All such inspections and evaluations shall be conducted at 401 such times as are mutually agreeable to minimize the interrupton of Severs and any Sellers tenants' business uses of the 402 Property, if any. If Buyer is not satisfied wlth the results of Environmental Inspection, In Buyer's sole subjective discretion, and 403 written notice to terminate is received by Seiler on or before Environmental inspection Objection Deadline (§ 3), this Contract 404 shall terminate. if Buyer is not satisfied wkh the results of ADA Evacuation, in Buyer's sole subjective discretion, and written 405 notice to terminate is received by Seiler on or before ADA. Evaluation Objection Deadline (§ 3), this Contract shall torminate.-If 406 .. . . . _ _ .. .... ..._ . • .,.. _ _ 407 408 :. ... - 409 10.7. Due Diligence - Documents. Seller agrees to deliver copies of the following documents and information (Due 410 Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline (§ 3) to the extent such Due Diligence 411 Documents exist and are in Setters possession: 412 10.7.1. Copies of all contracts relating to the operation, maintenance and management of the Property; 413 10.7.2. Copies of the Property tax bills for the last 3 , years; 414 10.7.3. As -built construction plans (oriffinaJ and subsequent construction) to the Property and the tenant 415 improvements, inducting architectural, electrical, mechanical, and structural systems; engineering reports; and permanent 416 Certificates of Occupancy, to the extent now available; 417 10.7.4. A Ilst of all inclusions to be conveyed to Buyer, 418 10.7.5. Operating statements for the past 3 years; 419 10.7.8. A rent roil accurate and correct to the date of this,Contracb 420 10.7.7. True and correct copies of all current leases on the Property (Leases), or other occupancy agreements if 421 not delivered earlier under § 8,2; 422 10.7.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet completed and 423 capital improvement work either scheduled or in process on the date of this Contract; 424 10.7.9. Copies of all insurance policies pertaining to the Property and copies of any claims which have been made • 425 for the past 3 years; 426 10.7.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered earlier 427 under § 8.2); 428 10.7.11. Any and all existing documentation and reports regarding Phase 1 and It environmental reports, letters, 429 test results, advisories, and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other 430 toxic hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Sellers 431 possession or known to Seller; Seller shall warrant that no such reports are in Seller's possession or known to Seller; 432 10.7.12. Copies of any Americans with Disabil'ties Act reports, studies or surveys concerning the compliance of 433 the Property with said Act; 434 10.7.13. All pemdts, tic eases and other building or use authorizations issued by any governmental authority with 436 jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any and 436 10.7.14. Other Documents: License aareements for use of property and fishing lease with State of Colorado . 437 10.8. Due Diligence Documents Conditions. This Contract is subject to and expressly conc8tional upon Buyer, In 438 Buyer's sole subjective discretion, reviewing and approving the Due Diligence Documents, Survey, Leases, zoning and any use 439 restrictions imposed by any governmental agency with jurisdiction over the Property (Zoning). Buyer shall also have the unilateral 440 right to waive any condition herein. 441 10.8.1. Due Diligence Documentst. if Buyer Is not satisfied with the results of Buyer's review of the Due Diligence 442 Documents and written notice to terminate is received by Seiler on or before Due Dtligence Documents Objection Deadline 443 (§ 3), this Contract shall terminate. 444 10.8.2. Survey. any unsatisfactory condition is shown by the Survey and written notice to terminate is received 445 by Seller on or before Survey Objection Deadline (§ 3), this Contract shaft terminate. 446 10.8.3. Leases. If the Leases are not satisfactory to Buyer, Seller shall receive written notice to terminate on or 447 before Off - Record Matters Objection Deadline (§ 3), unless the Leases are not timely delivered under § 8.2, then Seller shall 448 receive written notice to terminate on or before Due Diligence Documents Objection Deadline (§ 3). If Seiler timely receives 449 written notice to terminate, this Contract shall terminate. CS S4di -10. CONTRACT TO BUY AND SELL REAL ESTATE ESIDENT' CR Page 9 ofili This fon produced b nit' ie eoo-48.9612 Buyer Initials Seller Initials C - 4 " JJ) 450 10.8.4. Zoning. If Buyer is not satisfied with the results of Buyer's review of the Zoning and written notice to 451 terminat I is received by SeHer on or before Due Diligence Documents Objection Deadline (§ 3), this Contract shall terminate. 452 if B er's written notice to terminate for any of the conditions set forth above is not timely received by Seller, then such 453 condition H be deemed to be satisfactory to Buyer. III 454 10.9.1 Source of Potable Water (Residential Land and Residential improvements Only). Buyer ❑ Does 181 Does Not 455 acknow ge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing .the source of potable 456 water for Property. Buyer ❑ Does N{ Does Not acknowledge receipt of a copy of the current well permit. There is ❑ No Well. 457 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 458 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 459 DETERM E THE LONG -TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPUES. 460 10.1 Existing Leases; Madificu Lion of Existing Leases; New Leases. Seger states that none of the Leases to be assigned 461 to the B r at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the 462 Lease or Cher writing received by Buyer. Seller shall not amend, alter, modify, extend or cancel any of the Leases nor shall Seller 463 enter int any new leases affecting the Property without the prior written consent of Buyer, which consent shall not be 464 unreaso withheld or delayed 465 466 11. TENA`r4T ESTOPPEL STATEMENTS. 467 X 11.1. I Not Applicable This § 11 shall not apply. 468 11.2. Applicable. This § 11.2 shall apply unless the box in § 11.1 is checked. As to al occupants or tenants at the 469 Property, Tier shall obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), statements in a form 470 and s nce reasonably acceptable to Buyer (Estoppel), from each occupant or tenant attached to a copy of such occupant's or 471 tenant's and any amendments (Lease) staling: 472 11.2.1. The commencement date of the Lease and scheduled termination date of the Lease; 473 11.2.2. That said Lease Is in full force and effect and that there have been no subsequent modifications or 474 . amendments; 475 11.2.3: The amount of any advance rentals paid, rent concessions given, and deposits paid to Seiler, 476 11.2A. The amount of monthly (or other applicable period) rental paid to Seiler; 477 11.2.5. That there Is no default under the terms of said Lease by landlord or occupant; and 478 11.2.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising 479 the premiss it describes. 480 11.3. Tenant Estoppel Statements Delivery/Objection. If Seller shall fail to deliver the Estoppels on or before Tenant 481 Estoppel meets Deadline (§ 3) or if Buyer Is not satisfied with the form or substance of the Estoppels and written notice to 482 terminate ' received by Seller on or before Tenant Estoppel Statements Objection Deadline (§ 3), this Contract shall terminate. 483 Buyer's all royal or disapproval of the Estoppel shalt be at Buyers sole subjective discretion. Buyer shall also have the unilateral 484 right to wai a any unsatisfactory Estoppel. If Buyer's written notice to terminate is not received by Seller on or before Tenant III 485 Estoppel S nts Objection Deadline (§ 3), the Estoppels shaft be deemed to be satisfactory to Buyer. 486 ` CLOSING PROVISIONS ' 487 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 488 12.1. Closing Documents and Closing Information. Seiler and Buyer shall cooperate with the Closing Company to 489 enable the losing Company to deliver all documents required for Closing to Buyer and Seller and their designees by the Closing 490 Docum Delivery Deadline (§ 3). if Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender 491 shall be wired to provide the Closing Company in a timely manner all required loan documents and financial information 492 concerning es new loan. ,Buyer and Seiler will furnish any addltional information and documents required by Closing 493 Company t will be necessary to complete this transaction. Buyer and Seller shall sign and complete ail customary or reasonably 494 required documents at or before Closing. 495 12.2. I Closing instructions. Buyer and Seiler agree to execute the Colorado Real Estate Commission's Closing 496 instructions.) Such Closing Instructions ❑ Are NI Are Not executed with this Contract. upon mutual execution, ❑ Seller 497 Buyer all deliver such Closing Instructions to the Closing Company. 498 12.3_ Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified 499 as the Clos' g Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 500 1'J = .I =.a.tJ,1 • u = •_- . 501 12.4. Disclosure of Settlement Costs. Buyer and Setter acknowledge that casts, quality, and extent of service vary 502 between cliff settlement service providers (e.g., attorneys, lenders, inspectors andtftie companies). 503 13. TRANS ' ER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the 604 • other terms . nd provisions hereof, Seller shall execute and deliver a good and sufficient General Warranty deed 505 to Buyer, at ' losing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 508 provided he in, title shall be conveyed free and clear of all Hens, including any governmental Hens for special improvements 507 installed as • the date of Buyer's signature hereon, whether assessed or not Title shall be conveyed subject to: 'I C8S4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (RESID . ) ii .,f�t `` Page 10 of 15 Inds form pr+ by Ebrmuk t � • 800.459.9612 Buyer Inifi. • ' AI initials Jw • 1 508 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted 509 by Buyer in accordance with Title Review (§ 8.1), • 510 13.2. Distribution utility easements (inducting cable TV), 511 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 512 knowledge and which were accepted by Buyer in accordance with Matters Not Shown by the Public Records (§ 8.2) and Survey 513 Review (§ 8.3), . - 514 13.4. Inclusion of the Property within any special taxing district, and 515 13.5. Other . 516 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the 517 proceeds of tills transaction or from any other source. 518 15. CLOSING COSTS, CLOSING FEE, CiC FEES AND TAXES. 519 15.1. Closing Costs. Buyer and Seller shall pay, in Good Fund, their respective closing costs and all other items required 520 to be paid at Closing, except as otherwise provided herein. 521 15.2. Closing Services Fee. The fee for real estate dosing services shall be paid at Closing by ❑ Buyer ❑ Seder 522 $One -Half by Buyer and One -Half by Seller ❑ Other , 5 2 3 - .. ... . . . _ . . . ... . - . .. . . ._... ... ... _ . . - _ ,_ 526 Bellew - 527 - - . ! ' 528 529 15.5. Sates and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by 530 ❑ Buyer NSelter ❑ One -Half by Buyer and One -Half by Seiler. 531 16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided: 532 16.1. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on ❑ Taxes for 533 the Calendar Year Immediately Preceding Closing IMost Recent Mill Levy and Most Recent Assessed Valuation. or 534 ❑ Other r 535 16.2. Rents. Rents based on X Rents Actually Received El r Accrued. At Closing, Seller shall transfer or c edit to 536 Buyer the security deposits for all leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of • 537 such transfer and of the transferee's name and address. Seller shall assign to Buyer all leases in effect at Closing and Buyer shall 538 assume such leases. 539 .. ..._.. . ...... _ _ . ...,. .. _. . .... ..,. 540 .. . . . . ....., .- . :. .. _ . _ . . -- .... .. .. . _ .. ...... . .. . ., . . 541 ., . 543 . . .._..... . .. _ . .. .. . _ ... . .... .. .. 544 , • 545 . ■ :. !_. - . _. .._. ... ... . . .... _. . .,. _ . 546 per- 547 . - . :. _ 548 - --_. . -_.. . __.... ..... .... . .. . . ... . . ._.. . -.. . ._. - -....__ .. 549 16.4. Other Proration. Water and sewer charges, interest on continuing loan, and , . 550 • 16.5. Final Settlement. Unless otherwise agreed in writing, these proration shall be final ., 551 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date at Possession Time (§ 3), 552 subject to the following leases or tenancies: 553 None 554 . 555 556 if Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally 557 liable to Buyer for payment of $ 500.00 per day (or any part of a day notwithstanding § 18.1) from Possession Date and 558 Possession Time (§ 3) until possession is delivered. CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIA , s Page 11 of 15 This form produced by: 1 17f1Egr• 800 - 499.9612 Buyer initial :.( Seiler initials AOC-- II • 559 ` GENERAL PROVISIONS I 560 18. DA ; COMPUTATION OF PERIOD OF DAYS, DEADUNE. • 561 18.1 Day. As used in this Contract, the term "day° shall mean the entire day ending at 11:59 p.m., United States 562 Mountai Time (Standard or Daylight Savings as applicable). 563 18. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, 564 the first ay fs excluded and the last day is incliuled, e.g., three days after MEC. If any deadline falls on a Saturday, Sunday or 565 federal Colorado state holiday (Holiday), such deadline (Shall ❑ Shall Not be extended to the next day that is not a 566 Saturday Sunday or Holiday. Should neither box be checked, the deadline shall not be extended. 567 19. CAU ES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND 5613 WALK ROUGH. Except as otherwise provided in this Contract, the Property, inclusions or both shall be delivered in the 569 condition " ' g as of the date of this Contact, ordinary wear and tear excepted. 570 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 571 loss prior o Closing in an amount of not more than ten pelmet of the total Pun:ftase Price, Seller shall be obligated to repair the 572 same Closing Date (§ 3). in the event such damage is not repaired within said time or 11 the damage exceeds such sum, this 573 Contract ay be terminated at the option of Buyer by delivering to Seller written notice to terminate on or before Closing. Should 574 Buyer et t to carry out this Contract despite such damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds 575 that were eceived by Seller (but not the Association, if any) resulting from such damage to the Property and inclusions, plus the 576 amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seiler 577 has not such insurance proceeds prior to Closing, then Seller shall assign such proceeds at Closing, plus credit Buyer the 578 amount of deductible provided for in such insurance policy, but not to exceed the 'total Purchase Price. 579 19.2. I Damage, Inclusions and Services. Should any inclusion or service (Including utilities and communication 580 services), = ems and components of the Property, e.g., heating or plumbing, fail or be damaged between the date of this Contract 581 and Closi • or possession, whichever shall be earlier, then Seiler shall be liable for the repair or replacement of such Inclusion , 582 service, s em, component or fixture of the Property with a unit of similar size, age and quality, or an equivalent credit, but only 583 to the : t that the maintenance or replacement of such Inclusion, service, system, component or fixture is not the responsibility of 584 the Assoc! tion, if any, less any insurance proceeds received by Buyer covering such repair or replacement. Seller and Buyer are 585 aware of _ existence of pre -owned home warranty programs that may be purchased and may cover the repair or replacement of 586 such Ind ^ • ns. 587 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 588 result in a : king of all or part of the Property or Inclusions, Seiler shall promptly notify Buyer, in writing, of such condemnation 589 action. In : event, this Contract may be terminated at the option of Buyer, in Buyer's sole subjective discretion, by Buyer 590 delivering . Seiler written notice to terminate on or before Closing. Should Buyer elect to consummate this Contract despite such • 591 diminution • 1 value to the Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds 592 awarded to Seller for the diminution In the value of the Property or Inclusions but such credit shall not include relocation benefits, 593 expenses o exceed the Purchase Price. 594 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through 595 the Propert prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 596 20. RECO MENDATiON OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge 597 that the ve broker has advised that this document has important legal consequences and has recommended the examination 598 of title and nsultation with legal and tax or other counsel before signing this Contract 599 21. TIME F ESSENCE, DEFAULT AND REMEDIES. Time Is of the essence hereof. 0 any note or check received as 600 Earnest ey hereunder or any other payment due hereunder is not paid, honored or tendered when due, or If any obligation 601 hereunder is not performed or waived as herein provided, there shall be the following remedies: 602 21.1. If Buyer is in Default: 603 ❑ 21.1.1. Specific Performance. Seiler may elect to treat this Contract as canceled, in which case all Earnest Money 604 (whether or of paid by Buyer) shall be paid to Seller and retained by Seller, and Seller may recover such damages as may be 605 proper; or er may elect to treat this Contract as being in full force and effect and Seller shall have the right to specific 606 performance r damages, or both. 607 121.1.2. Liquidated Damages, Applicable. This § 21.1.2 shalt apply unless the box in 8 21.1.1. is checked. All 608 Eamest Mo y (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be 609 released fr all obligations hereunder. tt is agreed that the Earnest Money specified In § 4.1 is LIQUIDATED DAMAGES, and 610 not a which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said 611 payment of arrest Money shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations' of 612 this Contract Seller expressly waives the remedies of specific performance and additional damages. • CBS4 -8 -1O. CGNTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 12 of 15 'fhb arm proxtucx+di by FOfN bjr 8o0-48a.as1z Buyer Initials Seller Initials .CC ,AAcc 411 613 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 614 hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as • 615 being in full force and effect and Buyer shad have the right to specific performance or damages. or both. 616 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 617 or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall award to the prevailing party 618 all reasonable costs and expenses, including attorney fees, legal fees and expenses. • 619 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 620 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 621 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 699 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 623 share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute 624 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 625 last known address. This section shad not alter any date in this Contract, unless otherwise agreed. 626 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest 627 Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the 628 Earnest Money (notwithstanding any termination of this Contract), Earnest Money Holder 810 shall not be required to take any action. 629 . Earnest Money Holder, at its option and sole subjective discretion, may (1) await any proceeding. (2) interplead all parties and 630 deposit Eamest Money Into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, 631 or (3) provide notice to Buyer and Seller that unless Eamest Money Holder receives a copy of the Summons and Complaint or 632 Claim (between Buyer and Seiler) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest 633 Money Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event 634 Earnest Money Holder does receive a copy of the Lawsuit, and has not interpied the monies at the time of any Order, Eamest 635 Money Holder shall disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of 636 Mediation (§ 23). The provisions of this § 24 apply only 11 the Earnest Money Holier is one of the Brokerage Firms named In 637 § 32 or §33. 638 25. TERMINATION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the 639 parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24, 640 26. ENURE AGREEMENT, MODIFICATION, SURVIVAL This Contract its exhibits and specified addenda, constitute 841 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or 642 written, have been merged and integrated into this Contract No subsequent modification of any of the terms of this Contract shall • 643 be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this Contract 644 that, by its terms, is intended to be performed after termination or Closing shall survive the same. 645 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 646 27.1. Physical Delivery. All notices must be in writing, except as provided In § 27.2. My document, including a signed 647 document or notice, delivered to Buyer shall be effective when physically received by Buyer, any signator on behalf of Buyer, any 648 named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working with Buyer (except for delivery, 649 after Closing, of the notice requesting mediation described in § 23) and except as provided in § 27.2. Any document, including a 650 signed document or notice, delivered to Seller shall be effective when physically received by Seder, any signator on behalf of 651 Seiler, any named individual of Seller, any representative of Seller, or Brokerage Firm of Broker working with Seller (except for 652 delivery, after Closing, of the notice requesting mediation described in § 23) and except as provided in § 27.2. 653 - 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including an signed document or 654 written notice may be delivered in electronic form only by the following indented methods: XFacsimile XEmaii 655 1g Internet ❑ No Electronic Delivery. Documents with original signatures shall be provided upon request of any party. 656 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance 657 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 658 located In Colorado. 659 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and 660 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or 661 before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document shall become a contract 662 between Seller and Buyer. A dopy of this document may be executed by each party, stretely, 663 a copy thereof, such copies taken together shalt be deemed to be a full and complete contract be between the parties. a party has executed CBS4.8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTUU.0 Page 13 0115 Buyer Initta 4- Seller Initials (1.-- 7 1 This form produced by lrblf f fate i 800- 4a9.012 11111 I 1 664 J ADDITIONAL PROVISIONS AND ATTACHMENTS 665 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate • 666 Commission.) 667 See Addendum to Contract attached hereto and made a part herof by this reference. 668 669 670 671 672 30. ATT CHMENTS. The following are a part of this Contract 673 Addendu to Contract 674 675 675 Note: The following disclosure forms are attached but are not a part of this Contract 677 678 679 680 I SIGNATURES I 8 s ame: ` ale County. Colorado Buyers Name: dif 1 4/25/2011 Buye : -. ture Date Buyers Signature Date Add - _ . $0043roadway. PO Box 850 Address: Eagle. CQIQrado 81631 Phone No4 (9700) 328 -8685 Phone No.: Fax No.: (970) 328-8699 Fax No.: Electronic Address: bryan.treu ®eaglecountv.us Electronic Address: • 681 [NOTE: if this offer is being countered or rejected, do not sign this document. Refer to § 31] • !lees Nate: John C. Cochran Seers Name: Mafianne D. Cochran �:..� 4/28/2011 `' 4/28/2011 : ' - Sell Sig = re Date s4e8 re Date • Ad. 1 4 , : C/0 Eric Messmer. 1140 Capitol St. Address: 0/0 Eric Messmer. 1140 Capitol St. #101. PO Box 540. facile. CO 8163 #101. PO Box 540, Eagle, CO 81631 Phone No.: (970) 328 -2482 Phone No.: • (970) 328 -2482 Fax No.: I (970) 328 -2454 Fax No.: (970) 328 -2454 Electronic Address: rick @vail,net Electronic Address: rickOvail.net 682 31. COU R; REJECTION. This offer is ❑ Countered ❑ Rejected. 68$ Initials only f party (Buyer or Seller) who countered or rejected offer 684 END OF CONTRACT TO BUY AND SELL REAL. ESTATE CBS4-8-10. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) • Page 14 of 15 This form produced by: fbinn afos ♦ 800-409-9812 • • • • - - • ■ : L' _ - 4 . _ — • ..'. .. ,. .. ■ ry i ,, : . .- . - ■ _.. ■ : _ D, ,Iw1ts+hi ne! • • • ereketie-61glI C- }3etC 'Mdreeel-- flhClne'NO:! 'ra t o.. • • r .. : .. -..... ' r {3lekeTie- Nef11e? Drolui r Rattly • gate • Adelreest— fN1en8'N& •FetrNC • EfeetrertierAelekeem- • CBS4 -8-10. CONTRACT TO BUY ANO SELL REAL ESTATE (RESIDENTIAL,) Page 15 of 15 This form produced by: tor • 800. 480-9012 • T ADDENDUM TO CONTRACT 1111 I a. 'I Seller understands that this Agreement must be approved and ratified by the Board of County 'ssioners at a regularly scheduled and public meeting. Upon acceptance by Seller, Buyer shall i ediately schedule said public meeting and this Agreement will become effective upon Board of Co lCo my Commissioner affirmative motion on the same. For purposes of this Agreement, MEC (date of mu al execution of this contract as defined in Section 2.4) shall be the date approved by the Board of . Co my Commissioners at a public meeting. In accordance with applicable public finance law and no ithstanding anything to the contrary contained in this Agreement, Buyer shall have no obligations and 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 fundng through the County Open Space Program using Open Space Funds for a portion or all of the pw4ase price. This Agreement is conditioned upon approval by the Eagle Cobrity 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- pproval of such fundin by the Board of County Commissioners. Upon acceptance by Seller, Buy r shall schedule a meeting before OSAC for the committee's evaluation and recommendation. Wi " 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 Co 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 beh of both Seller and Buyer. The Earnest Money deposit shall be tendered within ten (10) business III days er the MEC. All interest earned on the Earnest Money shall be the sole property of Buyer. In the a ent this Agreement is terminated by Buyer pursuant to the provisions of this Agreement, the Earnest Money, together with interest thereon, shall be returned inunediately to the Buyer and this Agreement shall terminate. d. Buyer may notify Seller of any unsatisfactory environmental issues on the Property prior to the Inspection Objection Deadline. Within five (5) days of said notification, the Parties agree to meet to mutt 1y discuss an appropriate mitigation plan or price reduction to address said environmental issue If the Parties are unable to mutually agree to a mitigation plan or price reduction, the Buyer may ect to terminate this contract for unsatisfactory environmental conditions within (10) days of the Off- ' rd Matters Objection Deadline in which event the Parties shall be released from their respe & ;ye obligations under this agreement and the Earnest Money shall be returned to Buyer. . 4, ,,,._,,,,2,. initials 1 III 1 • e. Except as expressly set forth herein, Seller shall remove all known trash, debris, landfills, and disposal sites from the property prior to the Inspection Objection Deadline. The property should be left m a condition similar to vacant land with no known 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 Ieave on the Property all storage sheds and boat ramp improvements. f. Except as expressly set forth Seller shall terminate any and all leases and license agreements 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. Specifically, Seller shall provide evidence that Vail Anglers will terminate their license agreement for use of the property for ingress and egress to the Colorado River as well as storage shed usage upon the payment of $20,000.00. The Parties agree that said payment shall be made from Seller's proceeds at closing and the Title Company will be instructed to make such payment at closing. Notwithstanding anything herein to the contrary, Buyer agrees to allow Vail Anglers to continue to utilize the property and storage shed, at no cost, for ingress and egress and indoor storage until September 30, 2011. g. 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. h. During the period of the MEC to Closing, Seller will not store, use, handle and dispose of any hazardous material on the Property. i. During the period of the MEC to Closing, Seller shall not grant or convey any easement, lease, encumbrance, license, permit or any other legal or beneficial interest in or to the Property without the prior written consent of Buyer, nor shall Seller knowingly violate any law, ordinance, rule or regulation affecting the Property. Seller shall do or cause to be done all things reasonably within its control to preserve intact and unimpaired any and all rights of way, easements, grants, appurtenances, privileges and licenses in favor of or constituting any portion of the Property. Further, Seller agrees to pay, as and when due, any and all encumbrances on and taxes, assessments and levies in respect of the Property through the Closing Date except as may be provided for herein. In the event of any default by Seller under the terms of any encumbrance on the Property, or any part thereof, or in the event of any failure by Seller to secure any necessary release or to pay any tax, assessment or levy 1 initials 2 • on Ote Property, Buyer shall have the right, but not the obligation, to cure such breach, secure such III release or make such payments, as the case may be, and the costs of so doing (including the costs of aging principal, interest, late charges, default interest, release fees, trustee's fees, reasonable att rney fees, taxes, and assessments) shall be deducted from the Purchase Price at Closing. No 'thstanding the foregoing, Seller may enter into a right -of -way easement with the Yampa V avin ey Electric Association for an underground power line easement. j. 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 ass sments, or any other investigations or inspections as Buyer shall desire. Buyer hereby agrees to hol Seller harmless from any mechanic's liens which might be filed against the Property by reason of the ormance of any of the acts herein mentioned, and to hold harmless Seller against any claims bro ght against Seller or the Property as a result of any act of Buyer, its agents, employees or invitees affe ' g the Property from such access. k. The transfer shall include all development rights and approvals, zoning rights and approvals, minerals, water rights, rights of way, easements, and other property rights appurtenant thereto and owned by Seller (all of the foregoing property interests are included the definition of the • Property as used in this Agreement). I. Seller hereby represents and warrants to Buyer that, to the best of Seller's actual knowledge, as of the date hereof: • (1) Litigation. There is no litigation, claim or proceeding, pending or threatened, which in any Danner affects the Property. The entering into and consummation of the transaction contemplated herender will not conflict with, result in the breach of, or constitute a default under or violation of any of thr terms and provisions of any contract, lease, or other contract to which the Seller is a party or by III whi Seller may be bound or, to the best knowledge and belief of Seller, of any law, rule, license, ' regution, 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/ road adjacent to the Property and Seller has no knowledge of any fact or condition which would • resul in the termination of such access; • (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 ap•licable law, ordinance, or restri 4tion; or of any pending or threatened judicial or administrative a ! , ; or of any action, pending .,/ 1 a ATC/ initials 3 III 1 • 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 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. • • m. 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, (iv) by facsimile transmission, (v) or given by internet 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, (iv) if by facsimile transmission, upon receipt of a machine generated confirmation of a complete transmission of all pages followed by mail delivery of the original document, or (v) internet transmission including email or electronic signature upon receipt of the same. 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: �i _Ai ZU- initials 4 • „ , TO SELLER: John C. and Marianne D. Cochran Ill c/o Eric Messmer Prudential Colorado Properties Eagle Ranch Office 1140 Capitol Street, Unit 101 • P.O. Box 540, Eagle, CO 81631 Direct: (970) 328 -2482 Fax: (970) 328 -2454 Email: rick @vaiLnelc TO BUYER: Eagle County, Colorado c/o Eagle County Attorney's Office PO Box 850 Eagle, CO 81631 Fax: (970) 328 -8699 Email: Bryan.Treu@caglecounty.us • n. If the Closing Date is to occur on a holiday or other non - business day, or if any date or dea ne 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; o. 1 Agreements, indemnities, representations, covenants and warranties on the part of Seller and Buy contained in this Agreement or any amendment or supplement hereto shall survive the Closing and d livery of deed hereunder and shall not be merged thereby, and in addition to the effect any of III same ave in law or in equity, all of same will be deemed to be conditions precedent to the Buyer's and Selle s obligations hereunder, whether so expressed or not. Any of the conditions to this Agreement that for the sole benefit of Buyer or Seller may accordingly be waived by Buyer or by Seller. p. Each party to this Agreement has had the opportunity to consult with independent legal counsel of the own choice or have voluntarily declined to seek such counsel. This Agreement shall not be • constrted 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. q. Seller also agrees to work with Buyer to obtain an assignment or transfer of the lease agree ent with the State of Colorado for private fishing and hunting rights held by Seller and located uprive from the Property between said Property and the Town of Bond. Buyer shall have until the Inspec 'on Objection Deadline to review such lease and discuss vv�th the State of Colorado to det if the same will and can be transferred to Buyer under terms and conditions acceptable to Buyer. Ai . Initials 5 • • III 1