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HomeMy WebLinkAboutC13-092 The Conservation Fund Real Estate Contract 1 The printed portions of this form, except differentiated additions, have been approved bythe Colorado Real Estate Commission. 2 1(CBS4 -9 -12) (Mandatory 1 -13) 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 8 (LAND) 9 ( e Property with No Residences) 10 (I7 Property with Residences - Residential Addendum Attached) 11 12 Date: 14 t AGREEMENT I 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, The Conservation Fund , will take title 19 to the Property described below as : Joint Tenants r" j Tenants In Common 154 Other _. 20 2.2. Assignability and inurement. This Contract 1 Shall IX Shall 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. Seller. Selier, Ea .gL , Colora __, , is the current 24 owner of the Property described below. 25 2.4. Property, The Property is the following legally described real estate in the County of Eagle , Colorado: 26 27 Three properties more particularly described in Exhibits A, B, and C and commonly referred to as: 28 1) State Bridge Landing Property, 13550 Hwy 131, Bond CO 80423; 2) Two Bridges Property, 18231 Hwy 131, 29 Bond CO 80423; 3) Dotsero Landing Property, 3575 Hwy 6, Dotsero CO 81637 30 known as No. 31 Street Address City State Zip 32 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and ail 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 2.5.1. Fixtures, At fixtures attached to the Property on the date of this Contract. 36 Other Fixtures: Boat ramps, parking structures, restrooms, affixed signs, and other improvements appurtenant to the 37 boat Iauch facility. 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, the following 42 Items are included: 43 N/A 44 45 Other Personal Property: N/A 46 47 48 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except 49 personal property taxes for the year of Closing), liens and encumbrances, except 50 Conveyance shall be by bill of sale or other applicable legal instrument. 51 2.5.3. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: 52 N/A 53 CBS4 -9 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 1 of 16 Form generated by Tru Forms" www.TrueForms.com 800.499.9812 Buyer Initials " r l Seller initials 4_ 54 The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal 55 property taxes for the year of Closing), liens and encumbrances, except 56 Conveyance shall be by bill of sale or other applicable legal Instrument. 57 2.5.4. Water Rights, Water and Sewer Taps. 58 2.5.4.1. Deeded Water Rights. The following legally described water rights: 59 All water rights appurtanant to the Property. 60 61 My water rights shall be conveyed by t Quit clam; Deed l._ Other applicable legal Instrument. 62 L 2.5.4.2.WeII Rights. r i - t . . • - • 63 .., ♦ ,:.. '. it r- *.. w 64 69 2.5.4.3. . r 71 72 4:5;#4: 0-Water-Tem— ( ewer-Tap 73 74 75 4:5;4•.5r. ether Rights;- 76 77 76 2.5.5. 79 _. 80 81 82 83 84 3. DATES AND DEADLINES. Item No Reference Event Date or Deadline �. 1 § 4.3 Alternative Earnest Money Deadline N/A Title and Association 2 § 7.1 Record Title Deadline 11/7/2014 3 § 7.5 Exceptions Request Deadline 11/14/2014 4 § 8,1 Record Title Objection Deadline 12/5/2014 5 § 8.2 Off- Record Title Deadline 12/1912014 6 § 8.2 Off - Record Title Objection Deadline 12/19/2014 7 § 8.3 Title Resolution Deadline 12/19/2014 8 § 7.6 Association Documents Deadline N/A 9 § 7.6 Association Documents Objection Deadline N/A 10 § 8.5 Right of First Refusal Deadline N/A Seller's Property Disclosure 11 § 10.1 Seller's Property Disclosure Deadline 11/7/2014 Loan and Credit 12 § 5.1 Loan Application Deadline NIA 13 § 5.2 Loan Objection Deadline N/A 14 § 5.3 Buyer's Credit Information Deadline NIA 15 § 5.3 Disapproval of Buyer's Credit Information Deadline N/A 16 § 5.4 Existing Loan Documents Deadline N/A 17 § 5.4 Existing Loan Documents Objection Deadline N/A 18 § 5.4 Loan Transfer Approval Deadline N/A Appraisal 19 § 6.2 Appraisal Deadline 12/5/2014 20 § 6.2 Appraisal Objection Deadline 12/19/2014 CBS49 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 2 of 16 Form generated by TrueFormi' www.TrueForms,com 800- 49g -9812 Buyer Initials '� Seller Initials ■ (j] Item No. Reference Event Date or Deadline Survey 21 § 9.1 Current Survey Deadline 12/5/2014 22 § 9.2 Current Survey Objection Deadline 12/18/2014 Inspection and Due Diligence 23 § 10.2 Inspection Objection Deadline 12/5/2014 24 § 10.3 Inspection Resolution Deadline 12/19/2014 25 § 10.5 Property Insurance Objection Deadline 12/19/2014 26 § 10.6 Due Diligence Documents Delivery Deadline 11/7/2014 27 § 10.7 Due Diligence Documents Objection Deadline 12/19/2014 28 § 10.8 Environmental Inspection Objection Deadline 12/19/2014 29 § 10.8 ADA Evaluation Objection Deadline 12/19/2014 30 § 11.1 Tenant Estoppel Statements Deadline NIA 31 § 11.2 Tenant Estoppel Statements Objection Deadline N/A Closin! and Possession 32 § 12.3 Closing Date 12/31/2014 33 § 17 Possession Date Upon Closing 34 § 17 Possession Time Upon Closing 35 § 28 Acceptance Deadline Date 4/30/2013 36 § 28 Acceptance Deadline Time 5 pm, MDT 85 Note: Applicability of Terms. 86 Any box, blank or line in this Contract left blank or completed with the abbreviation "N /A ", or the word "Deleted" means such 87 provision to Dates and Deadlines (§ 3), Including any deadline, is not applicable and the corresponding provision of this Contract 88 to which reference is made is deleted. 89 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 90 4. PURCHASE PRICE AND TERMS. 91 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 Item Amount Amount 1 § 4.1 Purchase Price $ 2,000,000.00 2 § 4.2 Earnest Money $ 0.00 3 § 4.5 New Loan 0.00 4 § 4.6 Assumption Balance 0.00 5 § 4.7 Seller or Private Financing 0.00 6 7 8 § 4.3 Cash at Closing s2,000,000.00 9 Total $ 2,000,000.00 $ 2,000,000.00 92 4.2. Seller Concession. Seller, at Closing, shall credit, as directed by Buyer, an amount of $ 0,09 __ to assist 93 with any and all of the following: Buyer's closing costs, (Seller Concession). Seller Concession Is in addition to any sum Seller has 94 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate of 95 what is allowed by Buyer's lender as set forth In the Closing Statement, Closing Disclosure or HUD -1, at Closing. 96 4.3. Earnest Money. The Eamest Money set forth in this section, in the form of NIA 97 shall be payable to and held by N/A ' 98 (Eamest Money Holder), In its trust account, on behalf of both Seller and Buyer. The Eamest Money deposit shall be tendered, 99 by Buyer, with this Contract unless the parties mutually agree to an Alternative Eamest Money Deadline (§ 3) for its 100 payment. The parties authorize delivery of the Eamest Money deposit to the company conducting the Closing (Closing Company), if 101 any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Eamest Money deposits transferred to 102 a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree 103 that any interest accruing on the Eamest Money deposited with the Eamest Money Holder In this transaction shall be transferred to 104 such fund. 105 4.3.1. Altemative Earnest Money Deadline. The deadline for delivering the Eamest Money, if other than at the 106 time of tender of this Contract is as set forth as the Alternative Earnest Money Deadline (§ 3). CBS49.12. CONTRACT TO BUY AND SELL REAL ESTATE (LAN Page 3 of 16 Form generated by TlveForma' vrww.TrueForms,com 800. 499.9812 Buyer Initias - . l' Seller Initials ♦ 1 ,t h / 1 107 4.32. Return of Eamest Money. If Buyer has a Right to Terminate and timely terminates, Buyer shall be 108 entitled to the retum of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as 109 provided in § 24, if the Earnest Money has not already been retumed following receipt of a Notice to Terminate, Seller agrees to 110 execute and return to Buyer or Broker working with Buyer, written mutual instructions, i.e., Eamest Money Release form, within 111 three days of Seller's receipt of such form. 112 4.4. Forrn of Funds; Time of Payment; Funds Available. 113 4.4.1. Good Funds. All amounts payable by the parties at Closing, Including any loan proceeds, Cash at Closing 114 and closing costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 115 check, savings and loan teller's check and cashier's check (Good Funds). 116 4.4.2. Available Funds. Ail funds required to be paid at Closing or as otherwise agreed in writing between the 117 parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY SHALL BE IN DEFAULT. 819 ..: :,.- z .. , ., .'. :,, _ • 120 }5r #em -mart- 121 .. _ . r 122 .. .. - - , . .._ .. .. • • • • • • . , 123 - -• 124 - - - •- - - - . _. 125 . -. .. •. _..,. , r . „ , , , 126 ► 127 .� . 128 _.. .. .. . ., — Pet' - ineibding-prinelpel-erref-intereet 129 130 [ "• .. ! 131 132 •rtet -•e —tom- . i-onti 133 , - • ... _ • 134 ... .. , '4hefrBe yer'i+as 136 137 ..- •• - ,, 139 140 141 , 1,.,, • . 142 .. . , •, , 144 145 . , Aa��...e6t� v 146 147 per 148 _.... .__. ...� , . r r 149 150 t ^SFrezH _ - after &ng` __� 151 .. - 153 94ref•eereh•peymen} 154 - - .. 155 rrtx}{fr}14tryca"Y)•Bircrtl 157 L 158 l TRANSACTION PROVISIONS J 159 5- 160 3-1- 161 ... ! f tt3 t - roan generated by. True Forme' www.TrueForms.eom 800.499 -98812 = • - ,: " ' • T • / 163 166 .! ... ,, . ,.:! - _ ! � „ •, ,. ! 167 • .., tt ».. .. ' 168 ., - • 169 . w 170 5 171 _... • ! ,! � , � - .. ! . , . - by' ci1ac F'ricc 173 _ - •...., _. - -. .... y 176 • - , w w , . , �_ - -,. .: . ! _. ._ - _ , . . . . . " . . . . . — . - . . . ._ - •. - . 179 180 � . - ,! . _. ..._ .: :. � : • ; :. . . w ,. ,�, title- 4e- F3t�tt�� 183 - .. - , - 184 185 ... , • ,y. l...- i ws : .. ,. .. . _ ! !, 189 192 _ • • - • - ! , 193 -+f . _. ... 194 6. APPRAISAL PROVISIONS. 195 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs (Requirements) to be made to 196 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, Seller has the Right to 197 Terminate under § 25.1, (notwithstanding § 10 of this Contract), on or before three days following Seller's receipt of the 198 Requirements, based on any unsatisfactory Requirements, in Seller's sole subjective discretion. Seller's Right to Terminate in this § 199 6.1 shall not apply if, on or before any termination by Seller pursuant to this § 6.1: (1) the parties enter into a written agreement 200 regarding the Requirements; or (2) the Requirements have been completed; or (3) the satisfaction of the Requirements is waived in 201 writing by Buyer. 202 6.2. Appraisal Condition. The applicable Appraisal provision set forth below shall apply to the respective loan type set 203 forth in § 4.5.3, or if a cash transaction, i.e. no financing, § 6.2.1 shall apply. 204 6.2.1. Conventional /Other. Buyer has the sole option and election to terminate this Contract if the Property's 205 valuation, determined by an appraiser engaged on behalf of Buyer is 206 less than the Purchase Price. The appraisal shall be received by Buyer or Buyer's lender on or before Appraisal Deadline (§ 3). 207 Buyer has the Right to Terminate under § 25.1, on or before Appraisal Objection Deadline (§ 3), if the Property's valuation Is 208 less than the Purchase Price and Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the 209 Property's valuation is less than the Purchase Price. This § 6.2.1 is for the sole benefit of Buyer. 210 6.3. Cost of Appraisal, Cost of any appraisal to be obtained after the date of this Contract shall be timely paid by 211 4 Buyer Ci Seller. The cost of the appraisal may include any and all fees paid to the appraiser, appraisal management company, 212 lender's agent or all three. 213 7. EVIDENCE OF TITLE AND ASSOCIATION DOCUMENTS. 214 7.1. X Seller Selects Title Insurance Company. If this box is checked, Seller shall select the title Insurance company 215 to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline (§ 3), Seller shall fumish to 216 Buyer, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if 217 this box is checked, L an Abstract of title certified to a current date. Seller shall cause the title insurance policy to be issued 218 and delivered to Buyer as soon as practicable at or after Closing. CBS4 -9 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) " Page 5 of 16 Form genaretedby True Forms www no-4994512 Buyer mitt l,a 72-1_, Seller Initials 219 7.2. L Buyer Selects Title Insurance Company. If thls box is checked, Buyer shall select the title insurance company 220 to furnish the owners title insurance policy at Buyer's expense. On or before Record Title Deadline (§ 3), Buyer shall fumish to 221 Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 222 if neither box in § 7.1 or § 7.2 is checked, § 7.1 applies. 223 7.3, Owner's Extended Coverage (OEC). The Title Commitment g( Shall ( Shall Not commit to delete or insure 224 over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) 225 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed Is recorded), and (6) unpaid taxes, 226 assessments and unredeemed tax sales prior to the year of Closing (OEC). 227 Note: The title insurance company may riot agree to delete or insure over any or all of the standard exceptions. 22 8 7.3.1. Premium for OEC. If the title insurance company agrees to provide an endorsement for OEC, any 229 additional premium expense to obtain an endorsement for OEC shall be paid by L Buyer Ii Seller L One -Half by Buyer and 230 One -Half by Seller L Other 231 7.4. Buyer's Right to Review Title Commitment and Title Documents. Buyer has the right to review the Title 232 Commitment, its provisions and Title Documents (defined in § 7.5), and if not satisfactory to Buyer, Buyer may exercise Buyer's 233 rights pursuant to § 8.1. 234 7.5. Copies of Exceptions. Unless the box in § 7.2 is checked (Buyer Selects Title Insurance Company) on or before 235 Record Title Deadline (§ 3), Seller, at Seller's expense, shall furnish to Buyer and , (1) copies of 236 any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment Is required to 237 be furnished, and If this box Is checked Copies of any Other Documents (or, If Illegible, summaries of such documents) listed in 238 the schedule of exceptions (Exceptions), Even if the box is not checked, Seller shall have the obligation to furnish these 239 documents pursuant to this section if requested by Buyer any time on or before Exceptions Request Deadline (§ 3), This 240 requirement shall pertain only to documents as shown of record in the office of the clerk and recorder in the county where the 241 Property is located. The Abstract or Title Commitment, together with any copies or summaries of such documents furnished 242 pursuant to this section, constitute the title documents (collectively, Title Documents). 243 7.5.1. Existing Abstracts of Title. Seller shall deliver to Buyer copies of any abstracts of title covering all or any 244 portion of the Property (Abstract) in Seller's possession on or before Record Title Deadline (§ 3). 245 246 4ht-fellewinge 247 .r 248 249 250 251 • , ,• ,. 253 . . • - 254 ... 255 � .. - ,. ._ .- ,. • ...,_ • - 256 ,, ... 257 • 258 ; - - . a � ., ; - - ,r : ,_. . . 259 • : E•GT TO TUC OYLAWG AND RULES AND REGULATIONS or Tit£ 260 a a r y r er :. . w_ � .... _ ._ 261 • : .: 262 -- .. a . - ♦ M f1 ..a f 263 T l ti '. f. .is- - .:... 264 .. • y 265 = .. - a a h • M 1F 266 267 • Y r ; : a w s ♦.. r a T .:. is ♦ ' y . a . a w . a Y! Y 268 a . .. a . z - - .. 269 .. .- a -- .rr z ,. �., . a 270 271 _ 7.6.8. 272 j �fi-fr1- Z./ 274 .6.6e� 275 . Y - t i , 276 277 . . i Form generated by TrueForms www. TrueForms.com 800 -099 -9812 ' ' 278 279 • �-ir�s°°f#1c 283 •. • • 284 - 285 • . « » • 288 - .. .. 289 8. RECORD TITLE AND OFF - RECORD TITLE MATTERS. 290 8.1. Record Title. Buyer has the right to review and object to any of the Title Documents (Right to Object to Title, 291 Resolution), as set forth in § 8,3. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment, 292 notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If Buyer objects to any of 293 the Title Documents, Buyer shall cause Seller to receive Buyer's Notice to Terminate or Notice of Title Objection on or before 294 Record Title Objection Deadline (§ 3). If Title Documents are not received by Buyer, on or before the Record Title Deadline 295 (§ 3), or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title 296 and the modified Title Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate 297 or Notice of Title Objection on or before ten days after receipt by Buyer of the following documents: (1) any required Title 298 Document not timely received by Buyer, (2) any change to the Title Documents, or (3) endorsement to the Title Commitment. If 299 Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.1 (Record Title), any title objection 300 by Buyer and this Contract shall be govemed by the provisions set forth In § 8.3 (Right to Object to Title, Resolution). If Seller 301 does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer 302 accepts the condition of title as disclosed by the Title Documents as satisfactory. 303 8.2. Off - Record Title. Seller shall deliver to Buyer, on or before Off- Record Title Deadline (§ 3), true copies of all 304 existing surveys in Seller's possession pertaining to the Property and shall disclose to Buyer ail easements, liens (including, 305 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without 306 limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off- Record 307 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 308 public records (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). Buyer's Notice to 309 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, 310 notwithstanding § 13), in Buyer's sole subjective discretion, shall be received by Seller on or before Off- Record Title Objection 311 Deadline (§ 3). If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.2 (Off- Record 312 Title), any title objection by Buyer and this Contract shall be govemed by the provisions set forth in § 8.3 (Right to Object, to Title, 313 Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection, on or before Off - Record Title 314 Objection Deadline (§ 3), Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. 315 Unless disclosed in writing, Seller represents and warrants that there are no Off- Record Matters. 316 8.3. Right to Object to Title, Resolution, Buyer's Right to Object to Title shall Include, but not be iimited to those 317 matters set forth in §§ 8.1 (Record Title), 8 -2 (Off- Record Title) and 13 (Transfer of Title), In Buyer's sole subjective discretion 318 (collectively, Right to Object to Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the 319 option to either (1) object to the condition of title, or (2) terminate this Contract. 320 8.3.1, Title Resolution. if Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 (Record Title) or § 321 8.2 (Off - Record Title), on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement 322 thereof on or before Title Resolution Deadline (§ 3), this Contract shall terminate on the expiration of Title Resolution Deadline 323 (§ 3), unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive 324 objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline 325 (§ 3). 326 8.3.2. Right to Terminate - Title Objection. Buyer has the Right to Terminate under § 25.1, on or before the 327 applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective discretion. 328 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 329 INDEBTEDNESS THAT I5 PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 330 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RiSK 331 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 332 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 333 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MiLL LEVIES. BUYERS SHOULD INVESTIGATE THE 334 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 335 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING CBS4 -9.12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) (( Page 7 of 16 Fan, generated by True Forme' www.TrueForms,com 8001198 -9812 Buyer l nitinl - Seller initials 4i 336 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 337 RECORDER, OR THE COUNTY ASSESSOR. 338 Buyer has the Right to Terminate under § 25.1, on or before Off - Record Title Objection Deadline (§ 3), based on any 339 unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion. 340 8.5. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to 341 approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder of 342 the right of first refusal exercises such right or the holder of a right to approve disapproves thls Contract, this Contract shall 343 terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract shall remain in full 344 force and effect. Seller shall promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal 345 or Contract approval has not occurred on or before Right of First Refusal Deadline (§ 3), thls Contract shall terminate. 346 8.6. Title Advisory, The Title Documents affect the title, ownership and use of the Property and should be reviewed 347 carefully, Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 348 including without limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, 349 leases and other unrecorded agreements, and various laws and govemmental regulations concerning land use, development and 350 environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the 351 surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold interests in 352 oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to 353 enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to 354 timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record 355 Title Objection Deadline (§ 3) and Off - Record Objection Deadline (§ 3)]. 356 9. CURRENT SURVEY REVIEW. 357 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title Commitment 358 or the provider of the opinion of title if an abstract, and shall receive a Current Survey, i.e,, 359 improvement Location Certificate, Improvement Survey Plat or other form of survey set forth in § 9.1.2 (collectively, Current 360 Survey), on or before Current Survey Deadline (§ 3). The Current Survey shall be certified by the surveyor to all those who are 361 to receive the Current Survey. 362 E 9.1.1. Improvement Location Certificate. If the box in this § 9.1.1 is checked, [l Seiler ❑ Buyer shall order 363 or provide, and pay, on or before Closing, the cost of an Improvement Location Certificate. 364 NI 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement Location 365 Certificate, shall be an Improvement Survey Plat . The parties agree that payment of the cost of 366 the Current Survey and obligation to order or provide the Current Survey shall be as follows: 367 Seller to Provide 368 369 370 9.2. Survey Objection. Buyer has the right to review and object to the Current Survey. Buyer shall have the Right to 371 Terminate under § 25.1, on or before the Current Survey Objection Deadline (§ 3), if the Current Survey is not timely received 372 by Buyer or based on any unsatisfactory matter with the Current Survey, notwithstanding § 8.2 or § 13. 373 I DISCLOSURE, INSPECTION AND DUE DILIGENCE J 374 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE 375 OF WATER. 376 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to deliver to 377 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 378 by Seiler to Seller's actual knowledge, current as of the date of this Contract, 379 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the 380 Property to Buyer in an as is condition, "where Is" and 'with all faults ". Seller shall disclose to Buyer, in writing, any latent 381 defects actually known by Seller. Buyer, acting in good faith, has the right to have Inspections (by one or more third parties, 382 personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. if (1) the physical condition of the Property, 383 including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 384 mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and 385 communication services), systems and components of the Property, e.g. heating and plumbing, (4) any proposed or existing 386 transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect 387 or expected effect on the Property or Its occupants Is unsatisfactory, In Buyer's sole subjective discretion, Buyer shall, on or before 388 Inspection Objection Deadline (§ 3): 389 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or CBS4 -9 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 8 of 16 Form pnefaled by Tru¢ Forma www.TrueForms.com 800 -489 -9812 Buyer iii. Y Seller Initials 390 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 391 Buyer requires Seiler to correct. 392 Buyer has the Right to Terminate under § 25.1, on or before Inspection Objection Deadline (§ 3), if the Property or 393 Inclusions are unsatisfactory, in Buyer's sole subjective discretion. 39 4 10.3. Inspection Resolution. if an Inspection Objection is received by Seiler, on or before Inspection Objection 395 Deadline (§ 3), and if Buyer and Seller have not agreed In writing to a settlement thereof on or before Inspection Resolution 396 Deadline (§ 3), this Contract shall terminate on Inspection Resolution Deadline (§ 3), unless Seller receives Buyer's written 397 withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of inspection Resolution Deadline 398 (§ 3). 399 10.4. Damage, Liens and indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 400 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other work performed at 401 Buyer's request (Work) and shall pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 402 shall not permit claims or liens of any kind against the Property for Work performed on the Property at Buyer's request. Buyer 403 agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense Incurred by Seller 404 and caused by any such Work, claim, or lien. This indemnity Includes Seller's right to recover all costs and expenses incurred by 405 Seiler to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable 406 attomey fees, legal fees and expenses. The provisions of this section shall survive the termination of this Contract. This § 10.4 407 does not apply to items performed pursuant to an Inspection Resolution. 408 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 409 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 410 Objection Deadline (§ 3), based on any unsatisfactory provision of the Property Insurance, In Buyer's sole subjective discretion. 411 10.6. Due Diligence- Documents. Seller agrees to deliver copies of the following documents and information pertaining to 412 the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline (§ 3): 413 10.6.1. All contracts relating to the operation, maintenance and management of the Property; 414 10.6.2. Property tax bills for the last 1 years; 415 10.6.3. As -built construction plans to the Property and the tenant improvements, including architectural, electrical, 416 mechanical, and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now available; 4 1 7 10.6.4. A list of all Inclusions to be conveyed to Buyer; 418 10.6.5. Operating statements for the past 1 years; 419 10.6.6. A rent roll accurate and correct to the date of this Contract; 420 10.6.7. All current leases, including any amendments or other occupancy agreements, pertaining to the Property 421 (Leases). 422 10.6.8. 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 10.6.9. All insurance policies pertaining to the Property and copies of any claims which have been made for the past 425 1 years; 426 10.6.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered earlier 427 under § 8.2); 428 10.6.11. Any and all existing documentation and reports regarding Phase I and 11 environmental reports, letters, test 429 results, advisories, and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other toxic 430 hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession 431 or known to Seller, Seller shall warrant that no such reports are in Seller's possession or known to Seller; 432 10.6.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the Property 433 with sald Act; 434 10.6.13. Ail permits, licenses and other building or use authorizations issued by any governmental authority with 435 jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and 436 10.6.14. Other Documents: 437 10.7. Due Diligence Documents Conditions. Buyer has the right to review and object to Due Diligence Documents, 438 zoning and any use restrictions imposed by any govemmental agency with jurisdiction over the Property (Zoning), In Buyer's sole 439 subjective discretion, and has the right to object If Seller fails to deliver to Buyer all Due Diligence Documents. Buyer shall also 440 have the unilateral right to waive any condition herein. 441 10.7.1. Due Diligence Documents Objection. Buyer has the Right to Terminate under § 25.1, on or before Due 442 Diligence Documents Objection Deadline (§ 3), based on any unsatisfactory matter with the Due Diligence Documents in 443 Buyer's sole subjective discretion. If all Due Diligence Documents under § 10.6 are not received by Buyer on or before Due 444 Diligence Documents Delivery Deadline (§ 3), then Buyer has the Right to Terminate under § 25.1 on or before the earlier of ten 445 days after Due Diligence Documents Objection Deadline (§ 3) or Closing. 446 10.7.2. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection 447 Deadline (§ 3), based on any unsatisfactory zoning, in Buyer's sole subjective discretion. CBS4 -9 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 9 of 16 Fomgenerated by; True Forms' www.TrueForms.com 800 -099 -9812 Buyer lriitiai ..r )Sell er i nit i a l s ij 448 10.7.3. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer Li Does 449 X Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source 450 of potable water for the Property. Buyer L] Does Ni Does Not acknowledge receipt of a copy of the current well permit, X There is 451 No Well. 452 Note to Buyer; SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 453 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 454 DETERMINE THE LONG -TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 455 10.8. Due Diligence - Environmental, ADA, Buyer has the right to obtain environmental Inspections of the Property 456 including Phase I and Phase II Environmental Site Assessments, as applicable. ❑Seiler XBuyer shall order or provide X 457 Phase I Environmental Site Assessment, 0 Phase II Environmental Site Assessment (compliant with ASTM E1527 -05 458 standard practices for Environmental Site Assessments) andtor 0 , at the expense of ❑ Seller X Buyer 459 (Environmental Inspection). In addition, Buyer may also conduct an evaluation whether the Property compiles with the 460 Americans with Disabilities Act (ADA Evaluation). All such Inspections and evaluations shall be conducted at such times as are 461 mutually agreeable to minimize the Interruption of Seller's and any Seller's tenants' business uses of the Property, If any. 462 if Buyer's Phase 1 Environmental Site Assessment recommends a Phase 11 Environmental Site Assessment, the 463 Environmental Inspection Objection Deadline (§ 3) shall be extended by 90 days (Extended Environmental inspection 464 Objection Deadline) and If such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date (§ 3), 465 the Closing Date (§ 3) shall be extended a like period of time. 466 Buyer has the Right to Terminate under § 25.1, on or before Environmental Inspection Objection Deadline (§ 3), or if 467 applicable the Extended Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental 468 Inspection, In Buyer's sole subjective discretion. 469 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Objection Deadline (§ 3), based on any 470 unsatisfactory ADA Evaluation, In Buyer's sole subjective discretion. 471 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seiler states that none of the Leases to be assigned 472 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed In the 473 Lease or other writing received by Buyer. Seller shall not amend, alter, modify, extend or cancel any of the Leases nor shall Seller 474 enter into any new leases affecting the Property without the prior written consent of Buyer, which consent shall not be 475 unreasonably withheld or delayed. 476 11. TENANT ESTOPPEL STATEMENTS. 477 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements, 478 Seller shall obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), statements In a form and 479 substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of 480 such occupant's or tenant's lease and any amendments (Lease) stating: 481 11,1.1. The commencement date of the Lease and scheduled termination date of the Lease; 482 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 483 amendments; 484 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to Seller; 485 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 486 11.1.5, That there is no default under the terms of said Lease by landlord or occupant; and 487 11.1.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising 488 the premises it describes. 489 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under § 25.1, on or before Tenant 490 Estoppel Statements Objection Deadline (§ 3), based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective 491 discretion or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline (§ 3), Buyer 492 also has the unilateral right to waive any unsatisfactory Estoppel Statement. 493 CLOSING PROVISIONS 1 494 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 495 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to 496 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 497 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender shall be required to provide the 498 Closing Company in a timely manner all required loan documents and financial information concerning Buyer's new loan. Buyer 499 and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete 500 this transaction. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. 501 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑Are XAre Not executed with 502 this Contract. CBS4 -9 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) - Page 10 of 16 Form ganarataa by True Forms" www.Trueforms.com 800- 49B -9e12 Buyer mitt s J Seller Initials , 1 503 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified 504 as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 505 mr>xtoai agrwarn_ent of the Partle5. 506 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 507 between different settlement service providers (e.g., attomeys, lenders, inspectors and title companies). 508 13. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the 509 other terms and provisions hereof, Seller shall execute and deliver a good and sufficient General Warranty deed 510 to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 511 provided herein, title shall be conveyed free and clear of all Ilens, including any govemmental liens for special improvements 512 installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: 513 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 514 accepted by Buyer in accordance with Title Review (§ 8.1), 515 13.2. Distribution utility easements (including cable TV), 516 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 517 knowledge and which were accepted by Buyer in accordance with Off- Record Title (§ 8.2) and Current Survey Review (§ 9), 518 13.4. Inclusion of the Property within any special taxing district, and 519 13.5. Other 520 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the 521 proceeds of this transaction or from any other source. 522 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 523 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required 524 to be paid at Closing, except as otherwise provided herein. 525 15.2. Closing Services Fee. The fee for real estate dosing services shall be paid at Closing by ❑ Buyer MSeller 526 C One -Half by Buyer and One -Half by Seller Other 527 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 528 assessments (Status Letter) shalt be pald by Li Buyer C Seller ❑ One -Half by Buyer and One -Half by Seller ❑ None. 529 Any record change fees assessed by the Association including, but not limited to, ownership record transfer fee, regardless of name 530 or title of such fee (Association's Record Change Fee) shall be paid by '` Buyer L Seller [11 One -Half by Buyer and One - 531 Half by Seller NI None. 532 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of % of the Purchase Price shall be pald at Closing by 533 E Buyer L Seller [] One -Half by Buyer and One -Half by Seller IX None. 534 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 535 as community association fees, developer fees and foundation fees, shall be paid at Closing by [ Buyer El Seller ❑ One -Half 536 by Buyer and One -Half by Seller $f None. The Private Transfer fee, whether one or more, Is for the following association(s): 537 in the total amount of % of the Purchase Price or 538 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed: 539 $ for ❑ Water Stock/Certificates r Water District 540 $ for %J Augmentation Membership (i Small Domestic Water Company [ 1 and shall be 541 paid at Closing by r 1Buyer Seller QOne-Half by Buyer and One -Half by Seller IX None. 542 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by 543 (3 Buyer ❑ Seller 0 One -Half by Buyer and One -Half by Seller igi None. 544 16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided: 545 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 546 year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing X Most Recent Mill Levy and 547 Most Recent Assessed Valuation, or Other 548 16.2. Rents. Rents based on Xi Rents Actually Received ' ' Accrued. At Closing, Seller shall transfer or credit to 549 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of 550 such transfer and of the transferee's name and address. Seller shall assign to Buyer all Leases in effect at Closing and Buyer shall 551 assume Seller's obligations under such Leases. 552 + ... r � G. L' ,- - . •. • sir s 557 .. ,_* - -__-. •. Form generated by True Forms` www.TrueForma,com 800 - 499 -9512 f}u1i.(1 Cc# {ter #nitittlo 558 m erecen, � ,. . �. tnr 560 562 1 563 16.4. Other Prorations. Water and sewer charges, interest on continuing loan, and 564 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 565 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date (§ 3) at Possession Time (§ 3), 566 subject to the following leases or tenancies: 567 2012 State Bridge Landing Recreation Area Operations and Maintenance Plan between BLM Kremmling Field Office and 568 Eagle County, Colorado 569 If Seller, after Closing, fails to deliver possession as specified, Seiler shall be subject to eviction and shall be additionally 570 liable to Buyer for payment of $ 100.00 per day (or any part of a day notwithstanding § 18.1) from Possession Date 571 (§ 3) and Possession lime (§ 3) until possession is delivered. 572 1 GENERAL PROVISIONS , 573 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 574 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States 575 Mountain Time (Standard or Daylight Savings as applicable). 576 18.2. Computation of Period of Days, Deadline. in computing a period of days, when the ending date is not specified, 577 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 578 federal or Colorado state holiday (Holiday), such deadline X Shall C Shall Not be extended to the next day that is not a 579 Saturday, Sunday or Holiday. Should neither box be checked, the deadline shall not be extended. 580 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION AND 581 WALK- THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the 582 condition existing as of the date of this Contract, ordinary wear and tear excepted. 583 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 584 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), Seller is obligated to 585 repair the same before Closing Date (§ 3). Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), if the 586 Property Damage Is not repaired before Closing Date (§ 3) or If the damage exceeds such sum. Should Buyer elect to carry out this 587 Contract despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that were 588 received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of 589 any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price, In the event Seller has not 590 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option of 591 Buyer, Seller shall assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such insurance 592 policy, but not to exceed the total Purchase Price. 593 19,2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 594 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged 595 between the date of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or 596 replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent 597 that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, If any, less any 598 insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 599 repaired or replaced on or before Closing or possession, whichever shall be earlier, Buyer has the Right to Terminate under § 25.1, 600 on or before Closing Date (§ 3), or at the option of Buyer, Buyer shall be entitled to a credit at Closing for the repair or 601 replacement of such Inclusion or Service. Such credit shall not exceed the Purchase Price. If Buyer receives such a credit, Seller's 602 right for any claim against the Association, if any, shall survive Closing. Seller and Buyer are aware of the existence of pre -owned 603 home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions. 604 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 605 result In a taking of all or part of the Property or Inclusions, Seiler shall promptly notify Buyer, In writing, of such condemnation 606 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on such condemnation action, in 607 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 608 Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the 609 diminution in the value of the Property or Inclusions but such credit shall not include relocation benefits or expenses, or exceed the 610 Purchase Price. CBS4 - - 12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 12 of 16 Farm generated by .' True Forms' www,TrueForms.com B00 -099 -9812 Buyer Initia • ,„,AMIF Seller initials 611 19.4. Walk- Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 612 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 613 19.5. Risk of Loss - Growing Crops, The risk of loss for damage to growing crops by fire or other casualty shall be 614 bome by the party entitled to the growing crops as provided in § 2.5.5 and such party shall be entitled to such insurance proceeds or 615 benefits for the growing crops. 616 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge 617 that the respective broker has advised that this document has important legal consequences and has recommended the examination 618 of title and consultation with legal and tax or other counsel before signing this Contract. 619 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 620 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 621 hereunder Is not performed or waived as herein provided, there shall be the following remedies: 622 21.1. If Buyer is in Default: 623 C 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Eamest Money 624 (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller may recover such damages as may be 625 proper; or Seller may elect to treat this Contract as being In full force and effect and Seller has the right to specific performance or 626 damages, or both. 627 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 shall apply unless the box In § 21.1.1. Is checked. All 628 Eamest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be 629 released from all obligations hereunder. It Is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and 630 not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said 631 payment of Eamest Money shall be SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. 632 Seller expressly waives the remedies of specific performance and additional damages. 633 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 634 hereunder shall be retumed and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as 635 being in full force and effect and Buyer has the right to specific performance or damages, or both. 636 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, In the event of any arbitration 637 or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall award to the prevailing party 638 all reasonable costs and expenses, Including attomey fees, legal fees and expenses. 639 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 640 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 641 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 642 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 643 share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute 644 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 645 last known address. This section shall not alter any date in this Contract, unless otherwise agreed, 646 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Eamest Money Holder shall release the Eamest 647 Money as directed by written mutual instructions, signed by both Buyer and Seller. in the event of any controversy regarding the 648 Eamest Money (notwithstanding any termination of this Contract), Eamest Money Holder shall not be required to take any action. 649 Eamest Money Holder, at Its option and sole subjective discretion, may (1) await any proceeding, (2) interplead all parties and 650 deposit Eamest Money into a court of competent jurisdiction and shall recover court costs and reasonable attomey and legal fees, 651 or (3) provide notice to Buyer and Seller that unless Eamest Money Holder receives a copy of the Summons and Complaint or 652 Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest 653 Money Holder's notice to the parties, Eamest Money Holder shall be authorized to retum the Eamest Money to Buyer. In the event 654 Eamest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest 655 Money Holder shall disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of 656 Mediation (§ 23). 657 25. TERMINATION. 658 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 659 termination shall be effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such 660 written notice was received on or before the applicable deadline specified in this Contract. if the Notice to Terminate is not 661 received on or before the specified deadline, the party with the Right to Terminate shall have accepted the specified matter, 662 document or condition as satisfactory and waived the Right to Terminate under such provision. CBS4 -9 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 13 of 16 Form generated by Trite Forme www,TrueForms.com ec0-099 -9612 Buyer In' ia.(V '? Seller Initials 663 25.2. Effect of Termination. In the event this Contract is terminated, all Eamest Money received hereunder shall be 664 retumed and the parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 665 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, Its exhibits and specified addenda, constitute 666 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or 667 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall 668 be valid, binding upon the parties, or enforceable unless made In writing and signed by the parties. Any right or obligation in this 669 Contract that, by its terms, is intended to be performed after termination or Closing shall survive the same. 670 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 671 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a signed 672 document or notice, from or on behalf of Seller, and delivered to Buyer shall be effective when physically received by Buyer, any 673 signatory on behalf of Buyer, any named Individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 674 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23) and except as provided in 675 § 27.2. Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller shall be 676 effective when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative 677 of Seller, or Brokerage Finn of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation 678 described in § 23) and except as provided in § 27.2. 679 27.2. Electronic Delivery. As an altemative to physical delivery, any document, including any signed document or 680 written notice may be delivered in electronic form only by the following indicated methods: Ei Facsimile II Email ❑ 681 Internet [t No Electronic Delivery. If the box "No Electronic Delivery" is checked, this § 27.2 shall not be applicable and § 682 27.1 shall govern notice and delivery. Documents with original signatures shall be provided upon request of any party. 683 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be govemed by and construed in accordance 684 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 685 located in Colorado. 686 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted In writing, by Buyer and 687 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or 688 before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document shall become a contract 689 between Seller and Buyer. A copy of this Contract may be executed by each party, separately, and when each party has executed a 690 copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 691 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not 692 limited to, exercising the rights and obligations set forth In the provisions of Financing Conditions and Obligations (§ 5), Record 693 Title and Off- Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection, Indemnity, Insurability, 694 Due Diligence and Source of Water (§ 10). 695 [ ADDITIONAL PROVISIONS AND ATTACHMENTS 1 696 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 697 Commission.) 698 699 700 701 31. ATTACHMENTS. The following are a part of this Contract: 702 31.1. The following attachments are a part of this Contract: 703 Exhibits A, B, and C. Addendum to Contract 704 705 706 31.2. The following disclosure forms are attached but are not a part of this Contract: 707 708 709 CBS4 - 9 - 12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) a Page 14 of 16 Form generated by Trve Forme www.TrueForms.com 800499.9812 Buyer I tt Seller Initials 710 SIGNATURES 711 712 Buyer's Na .• .41 1, -• .n ery i. i Buyer's Name: 713 714 Buyer's Si. jut. Date Buyer's Signature' Date 715 Address: __ 1655 N. Fort Mver Dr.. Suite 1300 Address: 716 Arlington. VA 22209 717 Phone No.: (703)525- 6300 Phone No.: 718 Fax No.: (703) 525.4610 Fax No.: 719 Electronic Address: Electronic Address: 720 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 32j 721 Seller's Name: Eagle County, Colorado Seller's Name: 722 _4204 723 Seller's Slgnatur Date Seller's Signature Date 724 Address: PO Box 850 Address: 725 Eag(p.„ 81631 _ 726 Phone No.: (970) 328 -5685 Phone No.: 727 Fax No.: (970) 328 -8699 Fax No.: 728 Electronic Address: br an.treuti reagtecountv,us Electronic Address: 729 730 32. COUNTER; REJECTION. This offer is ❑ Countered L Rejected. 731 initials only of party (Buyer or Seller) who countered or rejected offer 732 END OF CONTRACT TO BUY AND SELL REAL ESTATE TATE i i OreltIreeel— _..... _. CBS4 -9 -12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 15 of 16 Form generated by Trur Forme ° www.TrueForms.com 800. 4994612 • 34. -- _ ..a r h-e-S+J w • • w viceitiretst— CBS49.12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 16 of 16 Farm ganeretad by True Forme www,TruoForms,corn 800. 499.9812 ADDENDUM TO AGREEMENT This Addendum is being executed simultaneously, in consideration of and as part of the foregoing Agreement to Buy and Sell Real Estate between The Conservation Fund, a Maryland non -profit corporation ( "Buyer ") and Eagle County, Colorado ( "Seller ") (hereinafter "Agreement "). This Addendum shall take precedence over and supersede any provision to the contrary contained in the Agreement. a. Seller understands that this Agreement must be approved and ratified by the Eagle County Board of County Commissioners at a regularly scheduled and public meeting. Upon offer by Buyer, Seller shall schedule said public meeting within twenty (20) days and this Agreement will become effective upon County Commissioner affirmative motion on the same. For purposes of this Agreement, MEC (date of mutual execution of this contract as defined in Section 2e) shall be the date approved by Seiler at such public meeting. b. 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. c. 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. d. Buyer's Preclosing Conditions. In addition to the conditions described in the Agreement, Buyer's obligation to purchase the Property is expressly conditioned upon the following conditions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may terminate this Agreement at any time if any of the following conditions are not met on or before the Closing Date. In the event the Agreement is so terminated, all rights and obligations of Buyer and Seller shall terminate immediately. (i) Buyer is seeking funding from various federal, state, and local resources. Buyer shall have through the Closing Date in which to obtain sufficient funds, as determined by Buyer in its sole discretion. In addition the Board of Directors of Buyer shall have approved of the transaction contemplated, in its sole discretion at any time prior to Closing. (ii) Buyer shall have through the date of Inspection Objection Deadline in which to inspect the property, review all matters, studies and reports dr r Initials affecting and relating in any way to the Property, including by way of illustration but not limitation, the location of various easements on the Property, any environmental problems which may be revealed in a phase I environmental survey or other subsequent environmental study conducted by Buyer, soils studies, and issues relating to water and water rights. All tests and studies performed by or at the request of Buyer shall be at Buyer's sole cost and expense. If for any reason, Buyer in its sole and absolute discretion determines that it is not desirable to purchase the Property, Buyer may terminate this Agreement by notifying the Seller in writing prior to the end of the Inspection Objection Deadline. (iii) There shall be no material or adverse change in the physical condition of the Property between the date hereof and Closing. (iv) Seller shall have performed and reserved all of its covenants and obligations contained in this Agreement. e. Seller's Preclosing Conditions. In addition to the conditions described in the Agreement, Seller's obligation to sell the Property is expressly conditioned upon the following: (i) During its ownership, Buyer agrees to maintain and protect the open space and public access values of the Property. In the event Buyer or any of its related entities ceases to exist or ceases to maintain and protect the open space and public access values, County may resume administration of the same and have the same transferred back to County upon reimbursement to Buyer of the purchase price herein. f. Representation and Warranties of Seller. (i) Seller has full power and authority to enter into this Agreement and consummate the transaction contemplated hereunder. (ii) Seller has good and marketable title to the Property, free and clear of all liens and encumbrances created by, through, or under. (iii) The entering into and consummation of the transaction contemplated hereunder will not conflict with, result in the breach of, or constitute a default under or violation of any of the terms and provisions of any contract, lease, or other contract to which the Seller is a party or by which Seller 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. 1 Initial§ (iv) There are no actions, suits or proceedings pending, or to the best knowledge and belief of Seller, threatened against Seller or the Property, which might adversely affect Seller, or the Property. (v) Seller has not received any notice and has no knowledge of the assertion of any violation of any law, rule, regulation, or order with respect to the Property. Seller has all licenses, permits, certificates, orders, approvals and authority from all governmental agencies, which are necessary for ownership of the Property. (vi) To the best of Seller's knowledge, no portion of the Property has been condemned and, to the best of Seller's knowledge, there are no presently pending or threatened special assessments or condemnation actions with respect to the Property, nor has Seller received any notice of any special assessment of condemnation action being contemplated. To the best of Seller's knowledge, there is no pending or threatened action by any governmental or quasi - governmental agency to acquire or condemn any part of the Property. g. Notwithstanding anything to the contrary in the Agreement, Buyer shall have the right to terminate the Agreement for any reason whatsoever in Buyer's sole and absolute discretion to the Closing Date. h. All notices or deliveries required under this Agreement shall either be (i) hand delivered, (ii) given by first class U. S. Mail directed to the address of Buyer or Seller set forth under their respective signatures or their respective agents as set forth in this Agreement, (iii) given by overnight courier directed to the address of Buyer or Seller set forth under their respective signatures,. (iv) by facsimile transmission to the number set forth under Buyer's or Seller's respective signatures or (v) by electronic mail transmission to the address set forth under Buyer's or Seller's respective signature. All notices so given shall be considered effective (i) if hand - delivered, when received, (ii) if by mail, three (3) days after deposit in _the U. S. mail postage prepaid, with the United States Postal Service, (iii) if by overnight courier, one (1) day after deposit with overnight courier company or (iv) if by facsimile or electronic mail transmission, upon receipt of a machine - generated confirmation of a complete transaction of all pages or electronic mail delivery confirmation. Either party may change the address or facsimile number to which future notices shall be sent by notice given in accordance with this section. i. All representations, warranties, indemnities and covenants made herein shall survive the termination of this Agreement prior to Closing, or alternatively, the Closing of this Agreement and the conveyance of title hereunder, as the case may be, and shall remain enforceable after either of such events. j. 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 / ,► Initials i the parties, it being acknowledged by each of the parties hereto that each party has contributed substantially and materially to the preparation of this Agreement. k. 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. Dated this — day of April, 2013. Seller: EAGLE COUNTY GOVERNMENT BY AND THROUGH ITS BOARD OF COUNTY COMMISSIONERS P.O. Box 850 500 Broadway Eagle, Colorado 81631 (970) 328 -8685 (phone) (970) 328 -8699 (fax) ,, 7,:m StRVne9, a irman - Ao Zrn+� wu S. Fi�Lee� THE CONSERVATION FUND 1655 N. Fort Myer Dr., Suite 1300 lington A,21-209 a�.. a ._.. distime _._... Title: "! Initials Commonwealth LAND TITLE INSURANCE COMPANY LEGAL DESCRIPTION PARCEL 1 A TRACT OF LAND LOCATED IN A PORTION OF THE NE1 /4, NE1 /4, SECTION 26, TOWNSHIP 2 SOUTH, RANGE 83 WEST OF THE SIXTH PRINCIPAL MERIDIAN, EAGLE COUNTY, COLORADO, ACCORDING TO THE INDEPENDENT RESURVEY OF SAID TOWNSHIP AND RANGE AS APPROVED BY THE U.S. SURVEYOR GENERAL IN DENVER, COLORADO ON APRIL 30, 1918, THE RAINBOW PLACER MINERAL CERTIFICATE 554, AND BEING A PART OF A PARCEL OF LAND DESCRIBED IN BOOK 718 AT PAGE 786 AND 787 FILED OF RECORD IN THE CLERK AND RECORDER'S OFFICE, COUNTY OF EAGLE, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF SAID NE1 /4, NE1 /4, SECTION 26 FROM WHICH THE NORTH EAST CORNER OF SAID SECTION 26, A FOUND GLO BRASS CAP BEARS N 00 °00'00" E A DISTANCE OF 675.55 FEET, BEING THE BASIS OF BEARING FOR THIS DESCRIPTION; THENCE S 00 °00'00" W ALONG SAID EAST LINE OF THE NE1 /4, NE1 /4, SECTION 26 A DISTANCE OF 300.55 FEET TO A POINT ON THE NORTHERLY RIGHT -OF -WAY STATE HIGHWAY 131 AS RECORDED BY DEED WITH THE COUNTY CLERK AND RECORDER, APPEARING IN BOOK 215 AT PAGE 23, PARCEL No. 2; THENCE ALONG THE NORTHERLY RIGHT -OF -WAY OF STATE HIGHWAY 131 THE FOLLOWING SIX (6) COURSES: 1) N 52 °36'11" W A DISTANCE OF 364.68 FEET; 2) N 73 °45'11" W A DISTANCE OF 163.00 FEET; 3) N 76 °12'31" W A DISTANCE OF 61.85 FEET; 4) N 74 °21'42" W A DISTANCE OF 240.05 FEET TO A POINT OF CURVATURE; 5) 100.44 FEET ALONG SAID CURVE TURNING TO THE LEFT HAVING A CENTRAL ANGLE OF 5 °30'06 ", A RADIUS OF 1046.00 FEET AND A CHORD WHICH BEARS N 67 °21'11" W A DISTANCE OF 100.40 FEET; 6) THENCE N 60 °21'41" W A DISTANCE OF 242.20 FEET TO A POINT ON THE SOUTHERLY LINE OF THE UNION PACIFIC RAIL ROAD RIGHT -OF -WAY AS RECORDED IN BOOK 72 AT PAGE 156 AND AGREED ON IN RECEPTION No. 940588; THENCE ALONG A LINE AS DESCRIBED IN RECEPTION No. 940588 THE FOLLOWING FIVE (5) COURSES: 1) N 40 °14'51" E A DISTANCE OF 31.93 FEET; 2) N 61°50'09" E A DISTANCE OF 151.33 FEET; 3) N 27 °27'59" E A DISTANCE OF 37.57 FEET; 4) N 22 °15'31" E A DISTANCE OF 56.15 FEET; 5) N 44 °11'41" E A DISTANCE OF 28.15 FEET TO A POINT ON A "NORTH AND SOUTH LINE 50.00 FEET EAST OF THE EAST END OF THE LOG DWELLING" DESCRIBED IN THE DEED RECORDED JUNE 25, 1906 IN BOOK 72 AT PAGE 156; THENCE N 00 °00'00" E ALONG SAID NORTH AND SOUTH LINE A DISTANCE OF 95.97 FEET TO A POINT 100.00' SOUTH OF THE CENTER LINE OF THE EXISTING UNION PACIFIC RAIL ROAD TRACKS; THENCE ALONG SAID SOUTHERLY RIGHT -OF -WAY THE FOLLOWING FOUR (4) COURSES: 1) 117.05 FEET ALONG SAID CURVE TURNING TO THE RIGHT HAVING A CENTRAL ANGLE OF 11 °23'14 ", A RADIUS OF 588.93 FEET AND A CHORD WHICH BEARS N 76 °21'19" E A DISTANCE OF 116.85 FEET TO A POINT OF A A COMPOUND CURVE; 2) 371.38 FEET ALONG SAID COMPOUND CURVE TURNING TO THE RIGHT HAVING A CENTRAL ANGLE OF 44°06'51", A RADIUS OF 482.35 FEET AND A CHORD WHICH BEARS S 76 °43'01" E A DISTANCE OF 362.27 FEET TO A POINT OF A COMPOUND CURVE; 7Q- 031 - 06(6/06) cA06OP ALTA Owner's Policy (6/17 /O8) Copyright American Land Title Association. All rights reserved. The use of this Form Is restricted to ALTA licensees and ass~ AMERICAN ALTA members In good standing as of the dot ; 'bite 1 Reprinted under license from the American UNOmiE Land Title Association. " °" " " " ° "T "'" l E i ro Commonwealth' LAND TITLE INSURANCE COMPANY (CONTINUED) 3) 204.87 FEET ALONG SAID COMPOUND CURVE TURNING TO THE RIGHT HAVING A CENTRAL ANGLE OF 16 °50'42 ", A RADIUS OF 696.84 FEET AND A CHORD WHICH BEARS S 43 °38'12" E A DISTANCE OF 204.14 FEET; 4) S 36 °34'41" E A DISTANCE OF 371.41 FEET TO A POINT ON THE EAST LINE OF THE NE1 /4, NE1 /4, SECTION 26 AND THE POINT OF BEGINNING. Commonwealth" LAND TITLE INSURANCE COMPANY LEGAL DESCRIPTION A parcel of land in Lots E and F in Section Eight, and Lots D and G in Section Nine, of the State Subdivision of Tract 50, Township 2 South, Range 83 West of the Sixth Principal Meridian, in Eagle County, State of Colorado. The North boundary of said Parcel being that part of North boundary of said Tract 50 Tying between the centerline of the Denver and Salt Lake Western Railroad Right of Way No. 602 -6 and the Colorado Department of Highways Right of Way No. being 1499 -14; The Easterly boundary of said parcel being the centerline of the Colorado Department of Highways Right of Way No. 1499 -14; the Westerly boundary of said Tract being the centerline of the Denver and Salt Lake Western Railroad Right of Way No. 602-6; and the Southerly boundary of said parcel being the North line of a parcel of land common to both Rights of Way No. 1499 -14 and 602-6 and extended Northeasterly to the centerline of the Colorado Department of Highway Right of Way No. 1499 -14 and also being extended Southwesterly to the centerline of the Deriver and Salt Lake Westem Railroad Right of Way No. 602-6. The exterior boundary of said parcel being more particularly described as follows: Beginning at a point on the North boundary of said Tract 50, which point is the point of intersection of the centerline of said railroad right of way and the North boundary of said Tract 50, and bears East a distance of 99.3 feet from the Northwest corner of said Tract 50, thence East along the North boundary of said Tract 50 a distance of 923.69 feet, more or less, to the intersection of the centerline of said highway right of way and the North boundary of said Tract 50, thence South 01 degree 14 minutes East along the centerline of said highway right of way a distance of 580.8 feet to a point of spiral curve; thence along a spiral curve to the left, (being the centerline of said highway) having a Delta of 5 degrees, for a distance of 200 feet to a point of simple curve, thence along the arc of a simple curve to the left (being the centerline of said highway right of way), having a delta of 13 degrees 49 minutes and a radius of 1,146 feet, for an arc distance of 276.3 feet to a point of spiral curve; thence along a spiral curve to the left (being the centerline of said highway right of way), having a delta of 5 degrees for a distance of 200 feet to a point of tangent; Thence South 25 degrees 03 minutes East along the centerline of said Highway right of way, a distance of 48.94 feet, more or less, to a point of intersection of the centerline of said highway right of way with the Northeasterly extended boundary of a parcel of and which is covered by both Railroad Right of Way No. 602.6 and Highway Right of Way No. 1499 -14, thence South 55 degrees 54 minutes West along the Northeast extension of said common right of way a distance of 46.43 feet, more or less, to the Northeast corner of the parcel of said common rights of way, thence continuing South 55 degrees 54 minutes West along the Northerly boundary of the parcel of common right of way, a distance of 150 feet to the Northwest corner of the parcel of said common right of way, thence continuing South 55 degrees 54 minutes West along the Southwesterly extension of the Northerly boundary of the parcel of said common right of way a distance of 50 feet to a point on the centerline of said railroad right of way, thence Northwesterly, along the centerline of said railroad right of way, on a Searle's Spiral to the right having 4 chords 50 feet in length, for a total length of 200 feet to a point of tangent, thence North 32 degrees 25 minutes West along the centerline of said railroad right of way, for a distance of 1,486 feet, more or less, to the point of beginning. Being a point on the North boundary of said Tract 50, 74- 031 -06 6/08) cA060P ALTA Owner's Pal +r. (6117/08) Copyright American Land Title Association. All rights reserved. The use of this Form Is restricted to ALTA licensees and e.a raei• ALTA members In good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American 1.4140 TITLE urx,•no+ Land Title Association. a l3 {� Commonwealth LAND TITLE INSURANCE COMPANY County of Eagle, State of Colorado i . . re Commonwealth LAND TITLE INSURANCE COMPANY LEGAL DESCRIPTION A parcel of land situate in Section 5, Township 5 South, Range 86 West of the Sixth Principal Meridian, being a portion of Tract 49 of said Township and Range and being the same lands as those conveyed In instrument recorded as Reception No. 866909, in the Office of the Eagle County Clerk and Recorder, County of Eagle, State of Colorado, being more particularly described as follows: Beginning at a point being Comer No. 5 of said Tract 49, from which, and all bearings contained herein based upon, Comer No.4 of said Tract 49 Bears S89 °28'00 "W, 956.48 feet; thence upon 5-4 line of said Tract 49 S89 °28'00 "W, 241.10 feet to the centerline of the Colorado River; thence departing said 5-4 line and along said Centerline the following 2 courses: 1) N26 °33'54 "E, 263.73 feet; and 2) N33 °41'24 "E, 209.81 feet; thence departing said centerline S56 °18'36 "E, 88.66 feet to the Southwest Corner of lands defined in Book 286 at Page 909, a.k.a. Doolittle Tract; thence upon the South line of said Doolittle Tract S74 °20'49 "E, 177.65 feet to the Southeast comer of said Doolittle Tract; thence upon the East line of said Doolittle Tract N23 °51'20 "E, 24.91 feet to the Southwest comer of Lot 2, Neumayr -Brown Re- Subdivision as recorded In Book 406 at Page 765; thence upon the Southwesterly line of said Neumayr -Brown Re- Subdivision the following 4 courses: 1) 649 °56'30 "E, 330.13 feet; 2) S49 °41'30 "E, 97.87 feet; 3) S62 °58'31 "E, 323.53 feet; 4) S03 °48`30 "W, 136.07 feet to the North line of US Highway 6; thence along said North line the following 4 courses: 1) N86 °03'00 "W, 426.13 feet; 2) S03 °57'00 "W, 15.00 feet; 3) N86 °03' 00 "W, 65.50 feet; 4) 174.21 feet along the arc of a curve to the left having a radius of 1206.00 feet, a central angle of 08 °16'35 ", the chord of which bears S89 °48'42 "W, 174.06 feet to the 6-5 line of said Tract 49; thence upon said 6 -5 line N42 °30'03 "W, 279.85 feet, to Corner 5 of said Tract 49, also being the Point of Beginning. COUNTY OF EAGLE, STATE OF COLORADO 74- 031 -06 5/Q6 cA06OP ALTA Owner's r'ol ($/17106) Copyright American /and Title Association. All rights reserved, The use or this Form is restricted to ALTA licensees and .we ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American ib Land Title Association, h 1 C.