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HomeMy WebLinkAboutC11-073 East Lake Creek Ranch LLP Purchase Contract4 . The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.CBS1- 11 -08) (Mandatory 1 -09) 1 2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 3 4 CONTRACT TO BUY AND SELL REAL ESTATE 5 ALL TYPES OF PROPERTIES) 6 Date:February 8, 2011 7 8 1. AGREEMENT. Buyer agrees to buy, and Seiler agrees to sell, the Property defined below on the terms and conditions set forth 9 in this contract (Contract). 10 2. DEFINED TERMS. 11 2.1. Buyer. Buyer,Eagle County, Colorado will take title to 12 the real property described below as O Joint Tenants Tenants in Common 0 Other 13 2.2. Property. The Property is the following legally described real estate in the County of Eagle 14 Colorado: 15 East Lake Creek Ranch LLP property consisting of approximately 160 acres and more fully described on Exhibit "A" attached 16 hereto and made a part hereof by this refernce. 17 known as No.Edwards, Colorado 18 Street Address City State Zip19togetherwiththeinterests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of 20 Seller in vacated streets and alleys adjacent thereto, except as herein excluded. 21 2.3. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 4.2.1 Alternative Earnest Money Deadline 10 days after MEC 2 5.1 Loan Application Deadline N/A 3 5.2 Loan Conditions Deadiine N/A 4 5.3 Buyer's Credit Information Deadline N/A 5 5.3 Disapproval of Buyer's Credit Information Deadline N/A 6 5.4 Existing Loan Documents Deadline N/A 7 5.4 Existing Loan Documents Objection Deadline N/A e 5.4 Loan Transfer Approval Deadline N/A 9 6.2.2 Appraisal Deadline N/A 10 6.2.2 Appraisal Objection Deadline N/A 11 7.1 Title Deadline 3/14/2011 12 8.1 Title Objection Deadline 3/21/2011 13 7.3 Survey Deadline 4/28/2011 14 8.3.2 Survey Objection Deadline 5/5/2011 15 7.2 Document Request Deadline 3/14/2011 16 7.4.4 CIC Documents Deadline N/A 17 7.4.5 CIC Documents Objection Deadline N/A. 18 8.2 Off- Record Matters Deadline 4/28/2011 19 8.2 Off- Record Matters Objection Deadline 5/5/2011 20 8.6 Right of First Refusal Deadline N/A 21 10.1 Seller's Property Disclosure Deadline 3/14 /2011 22 10.2 Inspection Objection Deadline 6/16/20112310.3 Inspection Resolution Deadline 6/23/2011 24 10.5 Property Insurance Objection Deadline N/A 25 12 Closing Date 9/1/2011 26 17 Possession Date Day of Closing2717PossessionTimeImmediatelyafterClosing2831AcceptanceDeadlineDate2/24/2011 29 31 Acceptance Deadline Time Noon, MDT 2.4. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation24N /A" or the word "Deleted" means not applicable and when inserted on any line in Dates and Deadlines (§ 2.3), means thathe25correspondingprovisionoftheContracttowhichreferenceismadeisdeleted, The abbreviation "MEC" (mutual execution of this26Contract) means the date upon which both parties have signed this Contract. 27 CBS1 -11 -08 R TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 1 of 10 Buyer Initials i Seller Initials C> This form produced . . JpOnnaatpf 40 800- 489.9612 bl i-DI 28 2.5. Day; Computation of Per of Days, Deadline. 29 2.5.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States 30 Mountain T me (Standard or Daylight Savings as applicable). 31 1.5.2. Computation of Period.of Days, Deadline. In computing a period of days, when the ending date is not specified, 32 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 33 federal or Colorado state holiday (Holiday), such deadline Ni Shall EI Shall Not be extended to the next day that is not a • 34 Saturday, S,inday or Holiday. Should neither box be checked, the deadline shall not be extended. 35 3. INCLUSdONS AND EXCLUSIONS. 36 37 40 m -111 41 45 43A-3: etherfnefereferre:— 46 47 50 3.1.4. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: 51 All fixtures WI be removed from the property by the Inspection Objection Deadline per the Addendum to the Contract. 52 5 3 55 56 9..5, 57 58 3.1.6. Water Rights. The following legally described water rights: 59 All water and water rights, whether decreed or undecreed, appurtenant to, used on, or approved for use on the Property as may 60 be identified through Buyer's due diligence. 61 An/ water rights shall be conveyed by See Addendum Deed Other applicable legal instrument. If any water well 62 is to be transferred to Buyer, Seller agrees to supply required information about such well to Buyer. Buyer understands that if the 63 well to be transferred is a Small Capacity Well or a Domestic Exempt Water Well used for ordinary household purposes, Buyer 64 shall, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the 65 Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer shall complete a registration of 66 existing well brm for the well and pay the cost of registration. If no person will be providing a closing service in connection with the 67 transaction, Bayer shall file the form with the Division within sixty days after Closing.The Well Permit # is 68 3.1,7. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 69 N/A 70 71 3.2. Ex Iusions. The following items are excluded: 72 4.. PURCHASE PRICE AND TERMS. 73 4.1. Price and terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: 74 Item No. • Reference Item Amount Amount I f 4.1 Purchase Price 3,250,000.00 TiElliMIKVMSEI"2 F 4.2 Earnest Money 100,000.00 3 fi 4.5 New Loan N/A 4 4.6 Assumption Balance NSA 5 4.7 Seller or Private Financing N/A 6 7 8 4.3 Cash at Closing 3,150,000.00 9 Total 3,250,000.00 75 4.2. Ear est Money. The Earnest Money set forth in this section, in the form of County Check , is part payment of the 76 Purchase'Pri•- and shall be payable to and held by Land Title Company Earnest Money 77 Holder), in its 1 st account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract 78 . unless the pa + es mutually agree to an Alternative Earnest Money Deadline (§ 2.3) for its payment. 80 The parties authorize delivery of the 81 Earnest Mone deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event 82 Earnest Money older has agreed to have interest.on Earnest Money deposits transferred to a fund established for the purpose of CBS1 -11 -08 • l, „• CT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 2 of 10 Buyer Initials A` r;+ Seller Initials This form produced ,1 • tater' 800 -499 -9612 Ail 83 providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the84EarnestMoneydepositedwiththeEarnestMoneyHolderinthistransactionshallbetransferredtosuchfund. g 85 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of86tenderoftheContractisassetforthastheAlternativeEarnestMoneyDeadline (§ 2.3). 087 4.3. Cash at Closing. All amounts payable by the parties, at Closing, including Cash at Closing and closing costs, shall be in88fundsthatcomplywithallapplicableCoforadolaws, including electronic transfer funds, certified check, savings and loan teller's89checkandcashier's check (Good Funds). Alf required Cash at Closing shall be paid to allow disbursement by Closing Company at90thetimeofClosingORSUCHPARTYSHALLBEINDEFAULT. 92 93 4.4. Seller Concession. Seller, at Closing, shall pay or credit, as directed by Buyer, a total amount of $N/A to '94 assist with Buyer's closing costs, loan discount points, loan origination fees, prepaid items (including any amounts that Seller95agreestopaybecauseBuyerisnotallowedtopayduetoFHA, CHFA, VA, etc.), and any other fee, cost, charge, expense or96expenditurerelatedtoBuyer's New Loan or other allowable Seller concession (collectively, Seller Concession). The Seller97ConcessionisinadditiontoanysumSellerhasagreedtopayorcreditBuyerelsewhereinthisContract. If the amount of Seller98Concessionexceedstheaggregateofwhatisallowed, Seller shalt not pay or be charged such excess amount.99 4.5. New Loan. (Omitted As Inapplicable) 100 4.6. Assumption. (Omitted As Inapplicable) 101 4.7. Omitted As Inapplicable) 102 5. FINANCING CONDITIONS AND OBLIGATIONS. 103 5.1. Loan Application. (Omitted As inapplicable) 104 5.2. Loan Conditions (Omitted As Inapplicable) 105 5.3. Credit Information and Buyer's New Senior Loan. (Omitted As Inapplicable)106 5.4. Existing Loan Review. (Omitted As inapplicable) 107 6. APPRAISAL PROVISIONS. 108 109 110 111 112 113 114 6.2. Appraisal Condition. 115 mil 6.2.1. Not Applicable. This § 6.2 shall not apply. 116 6.2.2. Conventional /Other. Buyer shall have the sole option and election to terminate this Contract if the Purchase Price exceeds the Property's valuation determined by an appraiser engaged by The appraisal shall be received byBuyerorBuyer's lender on or before Appraisal Deadline (§ 2.3). This Contract shall terminate by Buyer delivering to Seller written9noticeofterminationandeitheracopyofsuchappraisalorwrittennoticefromlenderthatconfirmstheProperty's valuation is less120thanthePurchasePrice, received by Seller on or before Appraisal Objection Deadline (§ 2.3). If Seller does not receive such 121 written notice of termination on or before Appraisal Objection Deadline (§ 2.3), Buyer waives any right to terminate under this122section. 123 6.2.3. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the Purchaser (Buyer) shall _124 not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest Money125depositsorotherwiseunlessthePurchaser (Buyer) has been given in accordance with HUD /FHA or VA requirements a written126statementissuedbytheFederalHousingCommissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting127forththeappraisedvalueofthePropertyofnotlessthan $The Purchaser (Buyer) shall have the privilege and128optionofproceedingwiththeconsummationoftheContractwithoutregardtotheamountoftheappraisedvaluation. The appraised129valuationisarrivedattodeterminethemaximummortgagetheDepartmentofHousingandUrbanDevelopmentwillinsure. HUD130doesnotwarrantthevaluenortheconditionoftheProperty. The Purchaser (Buyer) should satisfy himself /herself that the price and131conditionofthePropertyareacceptable. 132 6.2.4. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not133incuranypenaltybyforfeitureofEarnestMoneyorotherwiseorbeobligatedtocompletethepurchaseofthePropertydescribed134herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department of Veterans135Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of this Contract 136 without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 137 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be timely paid by Buyer138Seller. 139 7. EVIDENCE OF TITLE, SURVEY AND CIC DOCUMENTS. 140 7.1. Evidence of Title. On or before Title Deadline (§ 2.3), Seller shall cause to be furnished to Buyer, at Seller's expense, a141currentcommitmentforowner's title insurance policy (Title Commitment) In an amount equal to the Purchase Price, or if this box is 142 checked, An Abstract of title certified to a current date. If title insurance is furnished, Seller shall also deliver to Buyer copies of143anyabstractsoftitlecoveringalloranyportionoftheProperty (Abstract) in Seller's possession. At Seller's expense, Seller shall 144 cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. The title insurance 0 C1351-11-0; le Lti - ACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 3 of 10 Buyer Initial kV Seller Initials ij IP This form produced by. 4, 800499 -9612 145 commitment Shall Shall Not commit to delete or insure over the standard exceptions which relate to: (1) parties in 146 possession, 2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanics' liens, (5) gap period (effective date of 147 commitment date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. 148 Any addit'- nal premium expense to obtain this additional coverage shall be paid by Buyer ....4 Seller. 149 Note: The tiff insurance company may not agree to delete or insure over any or all of the standard exceptions. Buyer shall have the • 150 right to revie the Title Commitment. If the Title Commitment or its provisions are not satisfactory to Buyer, Buyer may exercise 151 Buyer's right pursuant to § 8.1. 152 7.2. C.,.les of Exceptions. Copies of Exceptions. On or before Title Deadline (§ 2.3), Seller, at Seller's expense, shall 153 furnish to Bu erand 1) copies of any plats, declarations, covenants, conditions and restrictions 154 burdening the Property, and (2) if a Title Commitment is required to be furnished, and if this box is checked ) Copies of any 155 Other Docu ants (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions). Even If the box 156 is not checke , Seller shall have the obligation to furnish these documents pursuant to this section if requested by Buyer any time 157 on or before ocument Request Deadline (§ 2.3). This requirement shall pertain only to documents as shown of record in the 158 office of the erk and recorder in the county where the Property Is located. The abstract or Title Commitment, together with any 159 copies or sum arses of such documents furnished pursuant to this section, constitute the title documents (Title Documents). 160 7.3. Su vey. On or before Survey Deadline (§ 2.3), Seller :. Buyer shall order and cause Buyer (and the Issuer of 161 the Title Co mitment or the provider of the opinion of title if an abstract) to receive a current )11 Improvement Survey Plat 162 Improvem ; nt Location Certificate the description checked is known as Survey). An 163 amount notto xceed $ 1,500.00 for Survey shall be paid by t: Buyer Seller. If the cost exceeds this amount, Ig Buyer 164 Seller shat pay the excess on or before Closing. Buyer shall not be obligated to pay the excess unless Buyer is informed of the 165 cost and deliv: rs to Seller, before Survey is ordered, Buyer's written agreement to pay the required amount to be paid by Buyer. 166 7.4. Common Interest Community Documents. The term CIC Documents consists of all owners' associations (Association) 167 declarations, tylaws, operating agreements, rules and regulations, party wall agreements, minutes of most recent annual owners' 168 meeting and minutes of any directors' or managers' meetings during the six -month period immediately preceding the date of this 169 Contract, if an (Governing Documents), most recent financial documents consisting of (1) annual balance sheet, (2) annual income 170 and expendltuis statement, and (3) annual budget (Financial Documents), if any (collectively CIC Documents), 171 1 7.4.. Not Applicable. This § 7.4 shall not apply. 172 7.4. #. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WiTHIN A COMMON INTEREST 173 COMMUNITY )4ND iS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE OWNER OF THE PROPERTY WILL 174 BE REQUIRE TO BE A MEMBER OF THE OWNER'S ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE 175 BYLAWS AN RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND 176 REGULATIO S WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN 177 OBLIGATION 0 PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, 178 THE ASSOC! TION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE 179 DECLARATIO , BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM 180 MAKING CH NGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 181 COMMITTEE F THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN 182 THE COMMO INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE 183 ASSOCIATIO PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS 184 AND RULES A 0 REGULATIONS OF THE ASSOCIATION. 185 7.4. Not Conditional on Review. Buyer acknowledges that Buyer has received a copy of the CIC Documents. Buyer 186 has reviewed t em, agrees to accept the benefits, obligations and restrictions that they impose upon the Property and its owners 187 and waives any right to terminate this Contract due to such documents, notwithstanding the provisions of § 8.5. 188 7.4. CiC Documents to Buyer. 189 1 7.4.4.1. Seller fo Provide CIC Documents. Seller shall cause the CIC Documents to be provided to Buyer, at 190 Seller's experts , on or before CIC Document Deadline (§ 2.3). 191 7.4.4.2. Seller Authorizes Association. Seiler authorizes the Association to provide the CIC Documents to 192 Buyer, at Seiler' expense. 193 7.4.4.3. Seller's Obligation. Seller's obligation to provide the CIC Documents shall be fulfilled upon Buyer's 194 receipt of the CI Documents, regardless of who provides such documents. 195 7.4.5 Conditional on Buyer's Review. If the box in either §7.4.4.1 or §7.4.4.2 is checked, the provisions of this §7.4.5 196 shall apply. Wri en notice of any unsatisfactory provision in any of the CIC Documents, in Buyer's subjective discretion, signed by 197 Buyer, or on be alt of Buyer,and delivered to Seller on or before CIC Documents Objection Deadline ( §2.3), shall terminate this 198 Contract. 199 Should Buyer receive the CIC Documents after C[C Documents Deadline (§ 2.3), Buyer shall have the right, at Buyer's 200 option, to terminate this Contract by written notice delivered to Seller on or before ten calendar days after Buyer's receipt of the CIC 201 Documents. If Bayer does not receive the CIC Documents, or if such written notice to terminate would otherwise be required to be 202 delivered after Closing Date (§ 2.3), Buyer's written notice to terminate shall be received by Seller on or before three calendar days 203 prior to Closing Date (§ 2.3). If Seller does not receive written notice from Buyer within such time, Buyer accepts the provisions of 204 the CIO Documents, and Buyer's right to terminate this Contract pursuant to this section is waived, notwithstanding the provisions of 205 8.5. 206 NOTE: If no box n this § 7.4 is checked, the provisions of § 7.4.4.1 shall apply. CBS1 -11 -0: T TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 4 of 10 Buyer Initia mu4 Seiler Initials CA'c..IIIipThisformproducedb .ter 40 800-499-9612 207 8. TITLE AND SURVEY REVIEW. 208 8.1. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of209title, form or content of Title Commitment or of any other unsatisfactory title condition shown by the Title Documents,210 notwithstanding § 13, shall be signed by or on behalf of Buyer and delivered to Seller on or before Title Objection Deadline ( §2.3), 0 1 or within five calendar days after receipt by Buyer of any change to the Title Documents or endorsement to the Title Commitment1 2 together with a copy of the document adding any new Exception to title. if Seller does not receive Buyer's notice by the date13specifiedabove, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory.214 8.2. Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off - Record Matters Deadline2152.3) true copies of all leases and survey$ in Seller's possession pertaining to the Property and shall disclose to Buyer all216easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters217including, without limitation, rights of first refusal and options) not shown by the public records of which Seller has actual 218 knowledge. Buyer shall have the right to inspect the Property to investigate if any third party has any right in the Property not shown219bythepublicrecords (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). Written220noticeofanyunsatisfactoryconditiondisclosedbySellerorrevealedbysuchInspection, notwithstanding § 13, shall be signed by or221onbehalfofBuyeranddeliveredtoSelleronorbeforeOff- Record Matters Objection Deadline (§ 2.3). If Seller does not receive222Buyer's notice by said deadline, Buyer accepts title subject to such rights, if any; of third parties of which Buyer has actual knowledge.223 8.3. Survey Review. 224 8.3.1. Not Applicable. This § 8.3 shall not apply. 225 J 8.3.2. Conditional on Survey. If the box in this § 8.3.2 is checked, Buyer shall have the right to inspect the Survey. If226writtennoticebyoronbehalfofBuyerofanyunsatisfactoryconditionshownbytheSurvey, notwithstanding § 8.2 or § 13, is received 227 by Seller on or before Survey Objection Deadline (§ 2.3) then such objection shall be deemed an unsatisfactory title condition. If228SellerdoesnotreceiveBuyer's notice by Survey Objection Deadline (§ 2.3), Buyer accepts the Survey as satisfactory.229 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS 230 THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. 231 PROPERTY OWNERS iN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS 232 TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT 233 TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT 234 FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MiLL235LEVIESOFSUCHDISTRICTSERVICINGSUCHINDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. 236 in the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as a result, if237writtennotice, by or on behalf of Buyer, is received by Seller on or before Off- Record Matters Objection Deadline (§ 2.3), this238Contractshallterminate. If Seller does not receive Buyer's notice by such deadline, Buyer accepts the effect of the Property's239inclusioninsuchspecialtaxingdistrictandwaivestherighttoterminateForthatreason. 240 8.5. Right to Object, Cure. Buyer's right to object shall include, but not be limited to, those matters set forth in §§ 8 and 13. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition or commitment terms as provided in1 n 8.1, 8.2 and 8.3, Seller shall use reasonable efforts to correct said items and bear any nominal expense to correct the same prior to Closing. if such unsatisfactory title condition is not corrected to Buyer's satisfaction on or before Closing, this Contract shall244terminate; provided, however, Buyer may, by written notice received by Seller on or before Closing, waive objection to such items.245 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve this246Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder of the right of247firstrefusalexercisessuchrightortheholderofarighttoapprovedisapprovesthisContract, this Contract shall terminate. If the 248 right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract shall remain in full force and effect. 249 Seller shall promptly notify Buyer of the foregoing. If expiration or waiver of the right of first refusal or Contract approval has not250occurredonorbeforeRightofFirstRefusalDeadline (§ 2.3), this Contract shall terminate. 251 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully.252 Additionally, other matters not reflected In the Title Documents may affect the title, ownership and use of the Property, including253withoutlimitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and254otherunrecordedagreements, and various laws and governmental regulations concerning land use, development and255environmentalmatters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the 256 surface estate does not necessarily Include transfer of the mineral rights or water rights. Third parties may hold interests257inoil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to258enterandusetheProperty. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to259timelyconsultlegalcounselwithrespecttoallsuchmattersastherearestricttimelimitsprovidedinthisContractje.g., Title260ObjectionDeadline (§ 2.3) and Off - Record Matters Objection Deadline (§ 2.3)]. 261 9 : 263 266 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, BUYER DISCLOSURE AND SOURCE OF WATER. 267 10.1. Seller's Property Disclosurepyslosure beadtine. On or before Seller's Property Disclosure Deadline (§ 2.3), Seller agrees to268deliverto. Buyer the most current version of the Colorado Real Estate Commission's Seller's Property Disclosure form completed by269SellertothebestofSeller's actual knowledge, current as of the date of this Contract. CBS1- 11 -0: R TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 5 of 10 Buyer Initials Mil Seller Initialsi. This form produced bi •800- 499.9612 270 10,2.. 1 spection Objection Deadline: Buyer shall have the right to have inspections of the physical condition of the Property 271 and Inclusi. ns, at Buyer's expense. If (1) the physical condition of the Property, (2) Inclusions, (3) any proposed or existing 272 transportation project, road, street or highway, or (4) any other activity, odor or noise (whether on or off the Property) and its effect 273 or expected effect on the Property or its occupants is unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before 274 Inspection 1 4 bjection Deadline (§ 2.3):III27511.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 276 11.2.2. Notice to Correcrt. Deliver to Seller a written description of any unsatisfactory physical condition which Buyer 277 requires Sell -r to correct. 276 If written notice is not received by Seiler on or before inspection Objection Deadline (§ 2.3), the physical condition of the 279 Property and Inclusions shall be deemed to be satisfactory to Buyer. 280 10.3. 1 spection Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed In 281 writing to a settlement thereof on or before Inspection Resolution Deadline (§ 2.3), this Contract shall terminate one day 282 following Ins . ection Resolution Deadline (§ 2.3), unless before such termination Seller receives Buyer's written withdrawal of the 283 Notice to Co ect. 284 10.4. 0 • mage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract, is responsible for payment for all 285 inspections, ests, surveys, engineering reports, or any other work performed at Buyer's request (Work) and shall pay for any 286 damage that occurs to the Property and Inclusions as a result of such Work. Buyer shall not permit claims or liens Of any kind 287 against the • roperty for Work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller 288 harmless fro and against any liability, damage, cost or expense Incurred by Seller and caused by any such Work, claim, or lien. 289 This indemni y includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, 290 damage, cos or expense, or to enforce this section, including Seller's reasonable attorney and legal fees, The provisions of this 291 section shall • =lye the termination of this Contract. 292 10.5. In urability. This Contract is conditional upon Buyer's satisfaction, in Buyer's subjective discretion, with the availability, 293 terms and co ditions of and premium for property insurance. This Contract shall terminate upon Seller's receipt, on or before 294 Property Ins rance Objection Deadline (§ 2.3), of Buyer's written notice that such insurance was not satisfactory to Buyer. If said 295 notice is not ti ely received, Buyer shall have waived any right to terminate under this provision. 296 10.6. Byer Disclosure. Buyer represents that Buyer Does . 4 Does Not need to sell and close a property to complete 297 this transactio . Note: Any property sale contingency should appear in Additional Provisions (§ 25). 298 10.7. 5 urce of Potable Water (Residential Land and Residential Improvements Only). Buyer Does :4 Does Not 299 acknowledge eceipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable 300 water for the roperty. Buyer Does Does Not acknowledge receipt of a copy of the current well permit. . 14 There is No Well. 301 Note to Buye SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU 302 MAY WiSH T CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG 303 TERM SUFFI IENCY OF THE PROVIDER'S WATER SUPPLIES. 304 11. METHA HETAMINE LABORATORY DISCLOSURE (Residential Property Only). The parties acknowledge that Seller is 305 required to di lose whether Seller knows that the Property, if residential, was previously used as a methamphetamine laboratory. 306 No disclosures required if the Property was remediated in accordance with state standards and other requirements are fulfilled 307 pursuant to § 5 -18.5 -102, C.R.S. Buyer further acknowledges that Buyer has the right to engage a certified hygienist or industrial 308 hygienist to to t whether the Property has ever been used as a methamphetamine laboratory. If Buyer's test results indicate that the 309 Property has b en used as a methamphetamine laboratory, but has not been remediated to meet the standards established by rules 310 of the State B rd of Health promulgated pursuant to § 25 -18.5 -102, C.R.S., Buyer shall promptly give written notice to Seller of the 311 results of the t t, and Buyer may terminate this Contract. 312 12. CLOSIN Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as the 313 Closing Date (§ 2.3) or by mutual agreement at an earlier date, The hour and place of Closing shall be as designated by 314 mutual agre ment of the parties 315 13. TRANSF R OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other 316 terms and pro lions hereof, Seller shall execute and deliver a good and sufficient Special Warranty deed to Buyer, at 317 Closing, cony ing the Property free and clear of all taxes except the general taxes for the year of Closing; Except as provided 318 herein, title sh I be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of 319 the date of Buy is signature hereon, whether assessed or not. Title shall be conveyed subject to: 320 13.1. tho e specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted 321 by Buyer in acc rdance with Title Review (§ 8.1), 322 13 :2 distr ution utility easements (including cable TV), 323 13.3. thos`a specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and 324 which were accepted by Buyer in accordance with Matters Not Shown by the Public Records (§ 8.2) and Survey Review (§ 8.3), 325 13.4. includion of the Property within any special taxing district, and 326 13.5. othe 327 14. PAYMENT • F ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the proceeds 328 of this transacts. n or from any other source. 329 15. CLOSING 4 OSTS, DOCUMENTS AND SERVICES. 330 15.1. Goo. Funds. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to, 331 be paid at Closi g, except as otherwise provided herein. C13S1 -11 -0: A 0 BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 6 of 10 Buyer initial Ilk Seller Initials IQs S IF III This form produced b . FormUlator. 800499.9612 t 332 15.2. Closing Information and Documents. Buyer and Seller will furnish any additional information and documents required333byClosingCompanythatwillbenecessarytocompletethistransaction. Buyer and Seller shall sign and complete all customary or334reasonablyrequireddocumentsatorbeforeClosing. 335 15.3. Closing Services Fee. Fees for real estate Closing services shall be paid at Closing by Buyer Seller61$( One -Half by Buyer and One -Half by Seller L7 Other3 77 15.4. Closing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing Instructions.8 Such Closing Instructions Are Are Not executed with this Contract. Upon execution, Seller :1 Buyer shall deliver such339ClosingInstructionstotheClosingCompany. 340 341 Ills 342 343 1 S.C. L•,,I T. U.,1o, T,..x. TI.,.. L.,......1 Tren.A7. T..,..,f 344 o 345 15.7. Sales and Use Tax. My sales and use tax that may accrue because of this transaction shall be paid when due346by Buyer 4 Seller One -Half by Buyer and One -Half by Seller. 347 16. PRORATIONS. The following shall be prorated to Closing Date (§ 2.3), except as otherwise provided: 348 16.1. Taxes. Personal property taxes, If any, and general real estate taxes for the year of Closing, based on Taxes for the 349 Calendar Year immediately Preceding Closing Recent Mill Levy and Most Recent Assessed Valuation, adjusted by350anyapplicablequalifyingseniorspro•erty tax exemption, or Other 351 354 355 356 357 358 360 pet-1 361 363 16.4. Other Prorations. Water and sewer charges, Interest on continuing loan, and 364 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 365 17. POSSESSION, Possession of the Property shall be delivered to Buyer on Possession Date at Possession Time (§ 2.3), iiisubject to the following leases or tenancies: None if Seller, after Closing, faits to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable 369 to Buyer for payment of $ 500.00 per day (or any part of a day notwithstanding § 2.5.1) from the Possession Date and 370 Possession Time (§ 2.3) until possession Is delivered. 371 Buyer Does 18i Does Not represent that Buyer will occupy the Property as Buyer's principal residence. 372 18. ASSIGNABILITY AND INUREMENT. This Contract Shall 181 Shall Not be assignable by Buyer without Seller's prior written373consent. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal representatives, 374 successors and assigns of the parties. 375 19. INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND WALK - THROUGH. Except as otherwise376providedinthisContract, the Property, Inclusions or both shall be delivered in the condition existing as of the date of this Contract,377 ordinary wear and tear excepted. 378 19.1. Casualty Insurance. In the event the Property or Inclusions are damaged by fire or other casualty prior to Closing in an379amountofnotmorethantenpercentofthetotalPurchasePrice, Seller shall be obligated to repair the same before Closing Date3802.3). In the event such damage is not repaired within said time or if the damage exceeds such sum, this Contract may be381terminatedattheoptionofBuyerbydeliveringtoSellerwrittennoticeofterminationonorbeforeClosing. Should Buyer elect to382carryoutthisContractdespitesuchdamage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that were 383 received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of 384 any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. in the event Seller has not 385 received such insurance proceeds prior to Closing, then Seller shall assign such proceeds * at Closing, plus credit Buyer the amount 386 of any deductible provided for in such insurance policy, but not to exceed the total Purchase Price. 387 19.2. Damage, Inclusions and Services. Should any inclusion or service (including systems and components of the Property,388 e.g. heating, plumbing) fail or be damaged between the date of this Contract and Closing or possession, whichever shall be earlier, 389 then Seller shall be liable for the repair or replacement of such Inclusion or service with a unit of similar size, age and quality, or an 390 equivalent credit, but only to the extent that the maintenance or replacement of such inclusion, service or fixture is not the 391 responsibility of the Association, if any, Tess any insurance proceeds received by Buyer covering such repair or replacement. Seller 392 and Buyer are aware of the existence of pre -owned home warranty programs that may be purchased and may cover the repair or 393 replacement of such Inclusions. The risk of loss for damage to growing crops by fire or other casualty shall be borne by the party394entitledtothegrowingcropsasprovidedin § 3.1.7 and such party shall be entitled to such insurance proceeds or benefits for the 395 growing crops. CBS1 -11 -0s t; . 0 BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 7 of 10 Buyer Initials i1 Seller Initials l _l S This form produced by. for • 880-099 -9612 396 19.3. alk- Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the 397 Property pri r to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 398 20. RECO MENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that the 399 respective b oker has advised that this document has important legal consequences and has recommended the examination of title 400 and consult ion with legal and tax or other counsel before signing this Contract. 401 21, TIME 0 ESSENCE, DEFAULT AND REMEDIES. Time Is of the essence hereof. If any note or check received as Earnest • 402 Money here nder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation hereunder is . 403 not performe or waived as herein provided, there shall be the following remedies: 404 21.1. 1 Buyer is in Default: 405 2 .1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money 406 whether or of paid by Buyer) shall be forfeited by Buyer, paid to Seller and retained by Seller; and Seller may recover such 407 damages as ay be proper; or Seller may elect to treat this Contract as being in full force and effect and Seiler shall have the right 408 to specific pe ormance or damages, or both. 409 2 .1.2. Liquidated Damages. All Earnest Money (whether or not paid by Buyer) shall be forfeited by Buyer, paid to 410 Seller, and r tained by Seller. Both parties shalt thereafter be released from all obligations hereunder. It is agreed that the Earnest 411 Money specified in § 4.1 is LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree is fair and reasonable and 412 except as prlovided in §§ 10.4, 19, 21.3, 22 and 23), said forfeiture shall be SELLERS SOLE AND ONLY REMEDY for Buyer's 413 failure to perform the obligations of this Contract. Seiler expressly waives the remedies of specific performance and additional 414 damages. 415 21.2. If ISelier is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 416 hereunder sh : II be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as 417 being in full f. ce and effect and Buyer shall have the right to specific performance or damages, or both. 418 21.3. C . st and Expenses. In the event of any arbitration or litigation relating to this Contract, the arbitrator or court shall 419 award to the , revailing party all reasonable costs and expenses, including attorney and legal fees. 420 22. MEDIAT ON. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 421 proceed in g•.d faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 422 who helps to -solve the dispute informally and confidentially. Mediators cannot Impose binding decisions. The parties to the dispute 423 must agree b: ore any settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost 424 of such medi• ion. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved within 425 thirty days of he date written notice requesting mediation is delivered by one party to the other at the party's last known address. 426 This section s all not alter any date in this Contract, unless otherwise agreed. 427 23. BARNES MONEY DISPUTE, Except as otherwise provided herein, Earnest Money Holder shall release the Earnest Money 428 as directed b written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest 429 Money (notwit standing any termination of this Contract), Earnest Money Holder shall not be required to take any action. Earnest 430 Money Holder at its option and sole discretion, may (1) await any proceeding, (2) interplead all parties and deposit Eamest Money 431 into a court of ompetent jurisdiction and shall recover court costs and reasonable attorney and legal fees, or (3) provide notice to 432 Buyer and Sel - r that unless Earnest Money Holder receives a copy of the'Summons and Complaint or Claim (between Buyer and 433 Seller) contain ng the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the 434 parties, Earne t Money Holder shall be authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does 435 receive a cop of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest Money Holder shall disburse the 436 Earnest Mone pursuant to the Order of the Court. The parties reaffirm the obligation of Mediation (§ 22). The provisions of this § 437 23 apply only i the Earnest Money Holder is one of the Brokerage Firms named in § 33 or § 34. 438 24. TERMIN TION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the 439 parties shall b relievbd of all obligations hereunder, subject to §§ 10.4, 22 and 23. 440 25. ADDITIO PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 441 Commission.) 442 See Addendum] to Contract attached hereto and made a part hereof by this reference. 443 444 445 446 447 448 449 450 451 26. ATTACHM NTS. The following are a part of this Contract: Addendum to Contract 452 453 Note: The folio 'ng disclosure forms are attached but are not a part of this Contract 454 455 27. GOOD FAI H. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not limited to 456 exercising the ghts and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5) and Property 457 Disclosure, Ins.ection, indemnity, Insurability, Buyer Disclosure and Source of Water (§ 10). CBS1 -11 .0. a -AG 0 BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 8 of 10 Buyer Initials rat Seller Initials Vs form produced b 4). 800 - 4993812 458 28. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute the entire 459 agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written,460 have been merged and integrated into this Contract. No subsequent modification of any of the terms of this•Contract shall be valid,461 binding upon the parties, or enforceable unless made In writing and signed by the parties. Any obligation in this Contract that, by its462terms, is intended to be performed after termination or Closing shall survive the same. 63 29. FORECLOSURE DISCLOSURE AND PROTECTION. Seller acknowledges that, to Selier's current actual knowledge, the464Property Is : Is Not in foreclosure. Buyer Will CI Will Not occupy the Property as Buyer's personal residence for at465leastoneyear. In the event this transaction is subject to the provisions of the Colorado Foreclosure Protection Act (the Act) (i.e.,466 generally the Act requires that the Property is residential, in foreclosure, and Buyer does not reside in it for at least one year), a467differentcontractthatcomplieswiththeprovisionsoftheActisrequired, and this Contract shall be void and of no effect unless the 468 Foreclosure Property Addendum is executed by all parties concurrent with the signing of this Contract. Each party is further advised469toconsultwiththeirownattorney. 470 30. NOTICE, DELIVERY, AND CHOICE OF LAW. 471 30.1. Physical Delivery. Except for the notice requesting mediation described in § 22, delivered after Closing, and except as472providedin § 30.2, all notices must be in writing. Any notice or document to Buyer shall be effective when physically received by473Buyer, any individual buyer, any representative of Buyer, or Brokerage Firm of Broker working with Buyer. Any notice or document474toSellershallbeeffectivewhenphysicallyreceivedbySeller, any individual seller, any representative of Seller, or Brokerage Firm475ofBrokerworkingwithSeller. 476 30.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document and written477noticemaybedeliveredinelectronicformbythefollowingindicatedmethodsonly: J$[ Facsimile 18:1 E -mail Internet No 478 Electronic Delivery. Documents with original signatures shall be provided upon request of any party. 479 30.3. Choice of Law. This Contract and ail disputes arising hereunder shall be governed by and construed in accordance with 480 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property481locatedinColorado. 482 31. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as483evidencedbytheirsignaturesbelow, and the offering party receives notice of such acceptance pursuant to § 30 on or before 484 Acceptance Deadline Date (§ 2.3) and Acceptance Deadline Time (§ 2.3). If accepted, this document shall become a contract 485 between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed486acopythereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 487 Date:January 31, 2010 Date: Buyer's N aeie County, Colorado Buyer's Name: Buyer's Signature Buyer's Signature Address:500 Broadway, PO Box 850 Address: Eagle, Colorado 81631 Phone No.:970- 328 -8685 Phone No.: Fax No.:970- 328 -8699 Fax No.: Email Address:Email Address: NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 32] Date:Date: Seller's Name: See Seller's signature acceptance page attached Seller's Name: Seller's Signature Seller's Signature Address:Address: Phone No.:Phone No.: Fax No.:Fax No.: Email Address:Email Address: 488 489 32. COUNTER; REJECTION. This offer is Countered Rejected. 490 initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT TO BUY AND SELL REAL ESTATE CBS1 -11 -08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 9 of 10 This form produced by: Fonnajdor iati 800.499 -9812 II Seller's Signature Acceptance Page Per § 31 of the Contract to Buy and Sell Real Estete dated February 8, 2011 Charles A. Scudder BY: ek Charles A. Scudder Jeans L. Scudder By: Jean L. Scudder Carolyn Q. Miller By: Carolyn Q. Miller Elizabeth W. Webster By: Elizabeth W. Webster Irrrev¢ cable Trust of Elizabeth McGraw Webster for Lisette S. Edmond By: Lisette S. Edmond, Trustee The Rockefeller Trust Company (Delaware), Trustee By : Name: Title: 1 Seller's Signature Acceptance Page Per § 31 of the Contract to Buy and Sell Real Estate dated February 8, 2011 Charles A. Scudder By: Charles A. Scudder Jean L. Scudder By: Jean L. Scudder Carolyn Q. Miller By:COA- Qac\(\/QN‘\{ Carolyn 9. »Iiller Elizabeth W. Webster By: Elizabeth W. Webster Irrevocable Trust of Elizabeth McGraw Webster for Lisette S. Edmond By: Lisette S. Edrnond, Trustee The Rockefeller Trust Company (Delaware), Trustee By: Name: Title: Seller's Signatur Accept Page Per § 31 of the Contract to Buy and Sell Real Estate dated February 8, 2011 Charles A. Scudder By: Charles A. Scudder lean L. Scudder f,> B can L. Scudder F arolyn Q. M filler By: _ Carolyn Q. Miller III Llizabeth W. Webster By: Elizabeth W. Webster 1 revocable Trust of Elizabeth McGraw Webster for Lisette S. Edmond By: Lisette S. Edmond, Trustee The Rockefeller Trust Company (Delaware), Trustee By: Name: Title: III c..... A. vr.c .JWL.L.IJWI,JI \111 rHl7G LGI.LI 51 0 's S A .,_,. ttwre 3_ , the Contra to Buoy and So lReajEsdate . Feb t S .! 1 Charles A. Scudder By. CharAles . 6.cudder Jess L. Scudder By: Jean L. Scalier Carolyn Q. Miller By: Carolyn Q. killer Elizabeth W. Webster 13y t; U-)1(1/ .L)...65\he. F1i7abeth 11 Webster I irrevocable Test of Elfabeth McGraw Webster for Casette S. Edmond By, L sette S. Edmond, Trustee The Racicefe br Trust Company (Delaware), Trustee By: Names, Title: Seller's Signature Acceptance Page Per § 31 of the Contract to Buy and Sell Real Estate dated February 8, 2011 Charles A. Scudder By: Charles A. Scudder Jean L. Scudder By: Jean L. Scudder Carolyn Q. Miller By: Carolyn Q. Miller Elizabeth W. Webster By: Elizabeth W. Webster Irrevocable Trust of Elizabeth McGraw We + ter for Lisette S. Edmond By:VIC 111P ' ( a• Lset - S. Edmond, Trustee The Rockefeller Trust Company (Delaware), Trustee By: Name: Title: Seller's Signature Acceptance Page Per § 31 of the Contract to Buy and Sell Real Estate dated February 8, 2011 Charles A. Scudder By: Charles A. Scudder Jean L. Scudder By: Jean L. Scudder Carolyn Q. Miller By: Carolyn Q. Miller Elizabeth W. Webster By: Elizabeth W. Webster Irrevocable Trust of Elizabeth McGraw Webster for Lisette S. Edmond ICI By: Lisette S. Edmond, Trustee The Rockefeller Trust Company (Delaware), Trustee By:ttalk.Q.R1 Name: L Cake c:.iN i`t1Lc u r: Title:e1,2 S jDCtf - Seller's Signature Acceptance Page Per § 31 of the Contract to Buy and Sell Real Estate dated February 8, 2011 (cont.) Irrevocable Trust of Elizabeth McGraw Webster for Mariana S. Maricich-Paen By:Li ,6;Ji1 .... Mariana S. Maricich -Paen, Trustee The Rockefeller Trust Company (Delaware), Trustee By: Name: Title: Irrevocable Trust of Elizabeth McGraw Webster for Curtis M. Webster By: Curtis M. Webster, Trustee The Rockefeller Trust Company (Delaware), Trustee By: Name: Title: Seller's Signature Acceptance Page Per § 31 of the Contract to Euy and Sell Real Estate dated February 80011 (cont.) Irrevocable Trust of Elizabeth McGraw Webster for Mariana S. Maricich -Paen By: Mariana S. Maricich -Paen, Trustee The Rockefeller Trust Company (Delaware), Trustee By: Name: Title: Irrevocable Tru t of Elizabeth McGraw Webster for Curtis M. Webster Y 6 Curtis M. Webster, Trustee The Rockefeller Trust Company (Delaware), Trustee By: Name: Title: I I Seller's Signature Acceptance Page Per § 31 of the Contract to Buy and Sell Real Estate dated February 8, 2011 (cont.) Irrevocable Trust of Elizabeth McGraw Webster for Mariana S. Maricich -Paen By: Mariana S. Maricich -Paen, Trustee The Rockefeller Trust Company (Delaware), Trustee By: p A.Qgi .01t -t .c- r-- Title: ' Pr .zsi O IL Irrevocable Trust of Elizabeth McGraw Webster for Curtis M. Webster By: Curtis M. Webster, Trustee The Rockefeller Trust Company (Delaware), Trustee By:i , LL ,c , Name:1 k "). 0'1. LJah.:5 cii.:) Title: ' 1 e rs 0 OIIlU! u1 CL t EH9ther-I' Brelterta-Nemet. Brekeple-eigmfettne Aeldreset liell Fax-Ne.: yV3dd » 41, r . r _ • • • r III - - O tuIe CBS1 -11 -08 CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Financing Omitted Page 10 of 10 This forrn produced by: Formulator • 800 -499 -9612 ADDENDUM TO CONTRACT TO BUY A SELLANDS REAL ESTATE a) Seller understands that this Agreement must be approved and ratified by the Board of III Coun Commissioners at a regularly scheduled and public meeting. Upon acceptance by Seller, Buyer shall immediately schedule said public meeting and this Agreement will become effective upon oard of County Commissioner's affirmative motion on the same. For purposes of this Agree ent, MEC (date of mutual execution of this contract as defined in Section 2.4) shall be the da e approved by the Board of County Commissioners at a public meeting. In accordance with a plicable public finance law and notwithstanding anything to the contrary contained in this Agree ent, Buyer shall have no obligations under this Agreement nor shall any payment be made 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. Notwithstanding the forego: ng, Buyer shall make such appropriation on or before August 19, 2011. If Buyers does not make such appropriation and delivers to Seller notice of non- appropriation on or before this date, tls Agreement will automatically terminate. This condition will be deemed satisfied if Buyer oes not give such notice of non- appropriation on or before this date. b) Notwithstanding any dates to the contrary in this Agreement, Buyer shall have through July 2 2011, in which to obtain funding through the County Open Space Program using Open Space unds and any other available funding sources. This Agreement is conditioned upon approv, by the Eagle County Board of County Commissioners at a regularly scheduled public meetin : following a funding recommendation by the Eagle County Open Space Advisory Co ee ( "OSAC ") and nothing herein shall be deemed a pre - approval of such funding by the Board I f County Commissioners. Upon acceptance by Seller, Buyer shall schedule a _meeting before to SAC for the committee's evaluation and recommendation. Within twenty (20) days of IIIOSAC - ommendation, Buyer shall schedule a public meeting before the Board of County Commi. sioners. If by July 29, 2011, Buyer is unable to obtain funding from a combination of Open S ,ace Funds and private sources in amounts satisfactory to Buyer in its sole discretion, Buyer ay elect to terminate this contract by said date in which event the Parties shall be release from their respective obligations under this agreement and the Earnest Money shall be returne to Buyer. c)he Earnest Money shall be held by Land Title Guarantee Company in its trust account on beh f of both Seller and Buyer. The Earnest Money deposit shall be tendered within ten (10) busines days after the MEC. The parties authorize delivery of the Earnest Money deposit to the closing ompany at or before closing. All interest earned on the Earnest Money shall be the sole propert of Buyer. In the event this Agreement is terminated by Buyer pursuant to the provisio s of this Agreement, the Earnest Money, together with interest thereon, shall be returned immediately to the Buyer and this Agreement shall terminate. d)ithin ten (10) business days after the MEC, Seller shall provide to Buyer copies of inspecti n and test reports in its possession or available to Seller, any phase 1 environmental site assessm nts, audits and reports, as well as all other environmental studies, evaluations, reports, remedia on plans, documents or other materials concerning the presence or effect upon the Property of any hazardous or toxic waste, substance or material. Seller may also supplement 974487.2 ML C SAddPageIies III 1 1 those deliveries by notice to Buyer no later than ten (10) business days before the Inspection Objection Deadline. e) Subject to Buyer's rights under Section 10 of the contract, Seller shall have no obligation remove any items or improvements from the property. Except as expressly set forth in this contract, Seller does not and Seller shall not, by any document or instrument executed and delivered in connection with the closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the property, and all such warranties are hereby disclaimed. Seller shall sell and convey to Buyer, and Buyer shall accept, the property "as is, where is and with all faults." f) lf, 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. g) During the .period of the MEC to Closing, Seller will store, use, handle and dispose of any hazardous material and will otherwise conduct its operations in accordance with law. h) 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. 1) From and after the MEC, Buyer or its designated agents and/or employees shall have access to the Property for purposes of performing surveys, engineering studies and soils tests, environmental assessments, or any other investigations or inspections as Buyer shall desire. Buyer hereby agrees to hold Seller harmless from any mechanic's liens which might be filed against the Property by reason of the performance of any of the acts herein mentioned, and to hold harmless Seller against any claims brought against Seller or the Property as a result of any act of Buyer, its agents, employees or invitees affecting the Property from such access. j) The transfer shall include all development rights and approvals, zoning rights and approvals, minerals, rights of way, easements, and other property rights appurtenant thereto and owned by Seller (all of the foregoing property interests are included within the definition of the Property as used in this Agreement). 974487.2 CA,s Addendum Page 2 i als J k) In recent years Seller has used its rights from the Bert Siddel Ditch and the Creamery Ditch on the remainder of the East Lake Creek Ranch, and has not delivered or applied water IIIfromtheseditchestothepropertyproposedforsale. No water rights are conveyed with the property. 1) All notices or deliveries required under the Contract (including this Addendum) shall either be (1) hand - delivered, (ii) given by certified mail, (iii) given by overnight courier, or (iv) by fac 'mile transmission. All notices so given shall be considered effective, (i) if hand deliver d, when received, (ii) if by certified mail, three (3) days after deposit, certified mail postag prepaid, with the United States Postal Service, (iii) if by overnight courier one (1) busine s day after deposit with overnight courier company, or (iv) if by facsimile transmission, upon r eipt of a machine - generated confirmation of a complete transmission of all pages follow by mail delivery of the original document. Either party may change the address or facsimi e number to which future notices shall be sent by notice given in accordance with this Sectio Notices shall be given to the parties at the following addresses and facsimile numbers: TO SELLER: East Lake Creek Ranch LLP c/o Charles A. Scudder 4625 SW 29` Ave Portland, OR 97239 AND: East Lake Creek Ranch LLP c/o Rockefeller Trust Company 10 Rockefeller Plaza, 3rd Floor New York, NY 10020 Attn: Elizabeth Munson IIIFax (212) 549 -5519 WITH A COPY TO: Otten, Johnson, Robinson, Neff + Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, CO 80202 Attn: Tom Ragonetti Fax (303) 825 -6525 TO BUYER: Eagle County, Colorado c/o Eagle County Attorney's Office P O Box 850 Eagle, CO 81631 Fax: (970) 328 -8669 m) It 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; n) A eernents, indemnities, representations, covenants and warranties on the part of Seller and Buy contained in this Agreement or any amendment or suppl- ` - Iii t hereto shall survive the 974487,2 1 , ` i,i Addendum Page 3 in i*III f i Closing and delivery of deed hereunder for a period of one year from the date of Closing and shall not be merged thereby, and in addition to the effect any of same have in law or in equity, all of same will be deemed to be conditions precedent to the Buyer's and SeIler's obligations hereunder, whether so expressed or not. Any of the conditions to this Agreement that are for the sole benefit of Buyer or Seller may accordingly be waived by Buyer or by Seller. o) Each party to this Agreement has had the opportunity to consult with independent legal counsel of their own choice or have voluntarily declined to seek such counsel. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties. p) Notwithstanding Section 18 of the Contract to the contrary, the Parties agree that Buyer may assign this Contract to the Eagle Valley Land Trust and Seller hereby gives consent to such assignment. Buyer will notify Seller of any such assignment within ten (10) clays of assignment. Buyer may not assign this Agreement to any other person or entity except the Eagle Valley Land Trust. q) Seller discloses to Buyer that, prior to closing, Seller may (i) transfer the property to an affiliate of Seller and assign Seller's rights under this agreement to such affiliate, subject to such affiliate assuming Seller's obligations under this Agreement, and (ii) dissolve. In connection with any such transfer, assignment and assumption, (a) Seller will deliver notice of such transactions to Buyer, including Seller's affiliate's name and notice addresses, and (b) Seller will be released of any and all liability under this agreement. Buyer's consent to such transactions is not required. r) 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. 974487.411 G Addendum Page 4 I s Exhibit A to Contract to Buy and Sell Real Estate Legal Description Section 8, Township 5 South, Range 82 West 6th 1?.M.: NE1 /4 SW1 /4; W1/2 NE 1/4; and NW1'4 SE1 /4, County of Eagle, State of Colorado 974167.2 Exhibit A I