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HomeMy WebLinkAboutR14-081 Colorado River Retreat Purchase Agreement Authorization Commissioner OU, 44- moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO A 0 RESOLUTION NO.2014- 01 RESOLUTION APPROVING THE PURCHASE AGREEMENT AND USE OF OPEN SPACE FUNDS FOR THE ACQUISTION OF THE COLORADO RIVER RETREAT PROPERTY LOCATED AT 23771 COLORADO RIVER ROAD,BURNS, EAGLE COUNTY, COLORADO WHEREAS, the Board of County Commissioners ("Board")desires to enter into a contract to purchase the property located at 23771 Colorado River Road, Burns, Eagle County, Colorado known as the Colorado River Retreat Property(the"Property") for$300,000 in the form attached as Exhibit A; and WHEREAS, Eagle County has requested a grant in the amount of$50,000 from the Gates Family Foundation to assist in purchasing and preserving the Property. Any funds received from the Gates Family Foundation will be applied towards the purchase of the Property; and WHEREAS, if no funds are received from the Gates Family Foundation,Eagle County will pay the • purchase price and up to $10,000 in transaction costs or a total not to exceed $310,000 from its dedicated Open Space Fund subject to satisfactory due diligence review of the Property; and WHEREAS,the Eagle County Open Space Advisory Committee voted unanimously to recommend the expenditure of up to $310,000 of Open Space Funds for the purchase and permanent protection of the Property at its September 8, 2014 meeting. NOW, THEREFORE,BE IT RESOLVED by the Board of County Commissioners of the County of Eagle, State of Colorado: THAT,the Board approves the contract to purchase the Property in the form attached as Exhibit A and • authorizes signature of the same; and THAT,the Board approves the expenditure of up to $310,000 from the Open Space Fund,subject to satisfactory due diligence review of the Property; and THAT,the Board hereby specifically authorizes the expenditure of up to $310,000 from Open Space Fund with up to $300,000 to be used toward the purchase price and up to $10,000 to be used for due diligence fees, closing costs, and the like; and THAT,the Board finds, determines and declares that this Resolution is necessary for the public health, safety and welfare of the citizens of Eagle County, State of Colorado. MOVED AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the !lc day of j . , 2014. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its v ga c BOARD OF COUNTY COMMISSIONERS G ATTEST: y a A . ♦, Clerk to the Board •LO �`9 Jillian H. Ryan County Commissioners Chair // � (Di , • t, //lt�t./ Sara J. 'isher Co ssioner r 114 Kathy Ch f dler-Henry U Commissioner Commissioner `.154-1X1- seconded adoption of the foregoing resolution. The roll having been called,the vote was as follows: Commissioner Ryan ,SL,e.a j Commissioner Fisher k Commissioner Chandler-Henry ✓ " This resolution passed by /U vote of the Board of County Commissioners. I The printed portions of this form,except differentiated additions,have been approved by a,. 2 the Colorado Real Estate Commission.(CBS4-S-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND 5 TAX OR OTHER COUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (LAND) 9 (© Property with No Residences) to (Q Property with Residences-Residential Addendum Attached) 11 12 13 Date: September 4, 2019 14 I AGREEMENT I 15 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the 16 Property described below on the terms and conditions set forth in this contract(Contract). 17 2. PARTIES AND PROPERTY. 18 2.1. Buyer.Buyer, Eagle County, Colorado 19 will take title to the Property described below as [j Joint Tenants L Tenants In Common 20 ©Other 21 2.2. Assignability and Inurement.This Contract C]Is © Is Not assignable by Buyer without Seller's prior 22 written consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, personal 23 representatives,successors and assigns of the parties. 24 2.3. Seller.Seller, Spencer A. DePree, Susan A. DePree 25 the current owner of the Property described below. ,is 26 2.4. Property.The Property is the following legally described real estate in the County of 27 Eagle ,Colorado: 28 See Exhibit A — Legal Description of the Property 29 30 31 32 known as No. 33 23771 Colorado River Road Burns CO 80923 34 Street Address City State Zip 35 together with the interests,easements, rights, benefits, improvements and attached fixtures appurtenant thereto,and all 36 interest of Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property). 37 2.5. Inclusions.The Purchase Price includes the following items(Inclusions): 38 2.5.1. Fixtures.All fixtures attached to the Property on the date of this Contract. 39 Other Fixtures:Wood Cabin 40 41 42 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in 43 the Purchase Price. 44 2.5.2. Personal Property. If on the Property, whether attached or not, on the date of this Contract, the 45 following items are included: 46 N/A 47 CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Eagle Count Art rn> PO Roe 950 Eagle.COB 1631 Page 1 of e,19 Dtane Mound! Phane•.1970)322-9699 Far Colorado River Produced with npFotrne by zlpLogix 1 8070 Fifteen Mile Road,Fraser,Michigan 481125 www.zioLaeis.corn I 48 Other Personal Property: N/A 49 50 51 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes 52 (except personal property taxes for the year of Closing), liens and encumbrances, except N/A 53 54 Conveyance will be by bill of sale or other applicable legal instrument. 55 2.5.3. Trade Fixtures.With respect to trade fixtures,Seller and Buyer agree as follows: 56 N/A 57 58 The Trade Fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes (except 59 personal property taxes for the year of Closing),liens and encumbrances,except N/A 60 .Conveyance will be by bill of sale or other applicable legal instrument. 61 2.6. Exclusions.The following items are excluded(Exclusions): N/A 62 63 64 2.7. Water Rights,Well Rights,Water and Sewer Taps. 65 ❑ 2.7.1. Deeded Water Rights.The following legally described water rights: N/A 66 67 68 Any deeded water rights will be conveyed by a good and sufficient N/A deed at 69 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included�in §§ 2.7.1, 70 2.7.3,2.7.4 and 2.7.5,will be transferred to Buyer at Closing: N/A 71 72 73 ❑ 2.7.3. Well Rights.Seller agrees to supply required information to Buyer about the well.Buyer understands 74 that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary 75 household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an 76 existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural 77 Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of 78 registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the 79 form with the Division within sixty days after Closing.The Well Permit#is N/A 80 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 81 N/A 82 83 2.7.5. Water and Sewer Taps. Note: Buyer is advised to obtain, from the provider, written 84 confirmation of the amount remaining to be paid,if any,time and other restrictions for transfer and use of the 85 taps. 86 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2(Other Rights Relating to 87 Water), § 2.7.3 (Well Rights), or§ 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by 88 executing the applicable legal instrument at Closing. 89 2.8. Growing Crops.With respect g p p to growing crops,Seller and Buyer agree as follows: 90 N/A 91 92 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline 1 §4.3 Alternative Earnest Money Deadline 10 days of MEC Title 2 § 8.1 Record Title Deadline 09/12/2014 CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 2 of 19 Produced with zipFomiB•by zipLogis 18070 FiMeen Mile Road,Fraser M ch gan 48026 www.aoLoax.com Colorado River 4 Item No.1 Reference Event t, 3 §8.2 Record Title Objection Deadline Date or Deadline 4 10/I7/20I4 _ § 8.3 Off-Record Title Deadline 09/18/2014 5 §8.3 Off-Record Title Objection Deadline 10/17/2014 6 § 8.4 Title Resolution Deadline 10/23/2014 4 4$6 8 §7.3 A -- -ll- D-V\.----- D L 9 §7.4 • Seller's Property Disclosure - 10 § 10.1 Seller's Property Disclosure Deadline 09/18/2014 Loan a t • 4-1- §-5r} +2 §-57-2 4-64 •(� TT_�� 1• • . • 4-54 +4' 4-54 ertrii--T-rittrafer-26cppreroltH3ettdiifte _ •• Y Appritisat • +9 4-64 Appraisal D adlirne 2.0 4-64 Appraisitl-ebjecticm-Betteffine Survey _ 21 ' §9.1 Current Survey-Deadline 40/10/.2014 • _ 22 §9.2 Current Survey Objection Deadline 10/17/2014 23 §9.2 Current Survey Resolution Deadline 10/23/2014 Inspection and Due Diligence ' 24 § 10.2 Inspection Objection Deadline 10/17/2014 25 § 10.3 Inspection Resolution Deadline 10/23/2014 26 § 10.5 Property Insurance Objection Deadline 10/23/2014 27 § 10.6 Due Diligence Documents Delivery Deadline - 09/18/2014 28 § 10.6 Due Diligence Documents Objection Deadline 10/17/2014 29 § 10.6 _ Due Diligence Documents Resolution Deadline 10/23/2014 30 § 10.6 Environmental Inspection Objection Deadline 10/23/2014 31. fte,6 3-2 4 10.7 33 § 11.1 Tenant Estoppel Statements Deadline 10/17/2014 • 34 § 11.2 Tenant Estoppel Statements Objection Deadline - 10/23/2014 Closing and Possession 35 § 12.3 Closing Date 11/06/2014 36 § 17 Possession Date upon closing 37 § 17 Possession Time upon closing 38 § 28 Acceptance Deadline Date 6'2A/ - 39 § 28 Acceptance Deadline Time �`' 5:00 p.m. 93 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. Any 94 box, blank or line in this Contract left blank or completed with the abbreviation"N/A", or the word"Deleted" means 95 such provision, including any deadline, is not applicable and the corresponding provision of this Contract to which 96 reference is made is deleted. CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 3 of 19 Produced with zipForrna by ztpLagix 18070 Fifteen Mile Road,Fraser M ch gan 46026 ww'rr.z oLoo x.corn Colorado River 1 97 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this .. 98 Contract. • 99 4. PURCHASE PRICE AND TERMS. 100 4.1. Price and Terms.The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: Item No. Reference Item Amount Amount 1 §4.1 Purchase Price $ • 300,'000.00 2 §4.3 Earnest Money $ 5,000. 00 3 §4.5 New Loan $ 4 §4.6 Assumption Balance $ 5 §4.7 • Private Financing R $ 6 §4.7 Seller Financing $ 7 . 8 • 9 §4.4 Cash at Closing • $ _ 295,000. 00 10 TOTAL $ 300,000.00 $ 300,000.00 101 4.2. Seller Concession.Seller,at Closing,will credit,as directed by Buyer,an amount of$ 102 to assist with any and all of the following: Buyer's closing costs,(Seller Concession). Seller Concession is in addition 103 to•any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract.Seller Concession will be reduced to the 104 extent it exceeds the aggregate of what is allowed by Buyer's lender as set forth in the Closing Statement, Closing 105 Disclosure or HUD-1,at Closing. . 106 4.3. Earnest Money.The Earnest Money set forth in this section,in the form of wire transfer 107 will be payable to and held by Heritage Title Company (Eagle, CO) • (Earnest Money Hdlder), 108 in its trust account, on behalf of both'Sellei'and Buyer.The Earnest Money:deposit must be tendered, by Buyer, with 109 this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline(§ 3)for its payment.The 110 parties authorize delivery of the Earnest Money deposit to the company conducting the Closing(Closing Company),if 11 l any;at or before Closing. In the event Earnest Money Holder has agreed to have Interest on Earnest Money deposits 112 transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and 113 Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money 114 Holder in this.transaction will be transferred to such fund. 115 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest Money, if other than 116 at the time of tender of this Contract;is as set forth as the Alternative Earnest Money Deadline(§ 3). 117 .4.3.2. Return of Earnest Money.If Buyer has a.Right to Terminate and timely terminates,Buyer is entitled 118 to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, 119 except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to 120 Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions 121 (e.g.,Earnest Money Release form),within three days of Seller's receipt of such form. 122 4.4. Form of Funds;Time of Payment;Available Funds. 123 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at 124 Closing and closing costs,must be in funds that comply with all applicable Colorado laws,including electronic transfer 125 funds,certified check,savings and loan teller's check and cashier's check(Good Funds). 126 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, 127 must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by 128 Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN.DEFAULT. Buyer represents that 129 Buyer,as of the date of this Contract,©Does ❑Does Not have funds that are immediately verifiable and available 130 in an amount not less than the amount stated as Cash at Closing in§4.1. +3i• 45: New Loan.. 432 . . . ' ' .. 34 }35 - -. •• .. CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 4 of 19 Produced with zipForn.by ziptogix 18070 Fifteen Mile Road,Fraser Michigan 48025 www-ziotoalx.com Colorado River 136 +3- ❑Conventional Q Other 138 Per +44- fetHetwing-tts-indietteedt-❑deal Estate T__.__ ❑ a1tel ❑ •• . • _ X443 : • • •• • • .. • - �e f 4 f +4-7 • • • • • ❑, , - • • • • - - , . • • . -SSeiler ❑ii'iti . • - ..• .. f 3-59 Deadline-H-3)0 : .• .. : ; 152 4777 +53 154 • - • . ' • . . - �• -• .. , 155 .. . . . . - .. . • 156 • .. • :i • •. - _ .. . . . . 157 4 : . . • : . • •, - .. • •. ' (§4.1),❑Pewter❑ • • • • , ••• • •. +59 •. • 161 .' '. ... - _ • , • X64 167 - , , • ••• _ • - . , •. 168 . • , • • • • 169 • • • • • . • •• • • • • .- 170 171 I TRANSACTION.PROVISIONS I 172 5: : • . - • • : : • . 346 +8+ • . • . , ' +83 - : • • - - - • _ ••483 • - • - .. •• +84 (c.g.,Appraisal,Title,Sure•cr): • - • +85 CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 5 of 19 Produced with zipForme by zipLogis 18070 Fifteen Mile Road,Fraser.Miehlgan 48026 www.zioloo veerri Colorado River +8-7 +89 . . • •' - .. . . +90 - -, :: .. • • X93 : . . - . , • • +94 • : - • . . . . • - . +95 5:4 _ „ . •3.96 •a _ : -. - , : : . . - . . : ,•. ; - 198 . . . . 201 : . • .• . .. . - • .. :, ... 203 • .•.. . - :'- ..• � a. - ..: :. .. .. • - 205 6. APPRAISAL PROVISIONS. 296 64 • . . . . 297 .. , . • .. : . 208 209 � • .. . . •• ' ..• • 211 - . • - . . .. - .. ... , - ., .. ., 212 . • , . ..• . . . 213 6.2 .. 2-13 214 • . . . .• 2+9 229 • • ••• • • . • • .. . . • .. • ... . - 22+ benef-it-ef-Prupen 222 223 bona, . , .. . . . .. . •a -.. =• 224 . -. .. ... . 225 9: : •-- - -- : 226 22-7 : - , : , 228 following? .. - 229 ,• . • 231 - -. .. 232 :3: 234 : • . . • a , . ._- • . - - . . , 23� _ CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 6 of 19 Produced with zipForrn®by irplogia 18070 Fifteen Mee Read Fraser,Michigan 48026 www.zioLoeh.com Colorado River 238 y'T-.2 . . - e - _ .. :. 239 • - • : : : • - : • 240 : • : - - : : • - - : I ,•24+ - : e- - : • : •: •• _ 242 . . . .- _ : : • _ ,_' •243 . . . - : • . :• 244 • .-': • - • : : . :• - • - • ' 245 : : : ,. • - 246 .• -$ - • . : 248 - - - lo a . • • e • • , I.• 249 : • - - - - • - • - - - . • - • • , I • _ •• • • =•236 ' • • • • : •• • =•• I Y •• - • = , 252 ' - ' ' : - •: I. N. • : •252 • • • • • .. : • I. . ire- - • : • 11. l• : - 234 : ❑ X236 • •. : -•: : : : . - , . , • ., -, . •• • • • ,' .•- t • . • :• • '• 2 • • •. .• • - • . -•r ❑ - . , , •• , •• • _ . 238 Documents-to Bare.,at S.,Hc,-'s-expcnrse: . . . 239 3: • - = . •- • • .. • 269 .. • • • .. . _ . .. . _ . • . . •. . n. . .. 36+ ' • • •• . . 262 265 '•' .. • • .. • ".•'.�. � .. • . . • .... . . - .•..':•. . 266 • - . • • . - • . . • .. . . . . • 268 • .. •• • •• ••• ••• •_ • • • • • • - . .• 269 . ; — •: • .• 270 : . . . • . . . . . :. .. ,,• 271 ' . • • . . .' •- - 272 " 273 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 274 8.1. Evidence of Record Title. S 5e EX H 1!3 IT • 24-7 - . •- • . . • . 2.78 • . • .• ••. : • - • • • tb_t___ •_f Tit.-- •fi 84 - •: ❑ • • • • •• . . • • - . . .. •. •. . 284 Commitment),in al. • 283 .. ;� .. 286 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment © Will ❑Will Not commit to 287 delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) 288 survey matters, (4) unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is CBS4•8•13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 7 of 19 Produced with zlpForm®by ziplogix 18070 Fifteen Mile Road,Fraser.Michigan 48026 www.zioLoaix.com Colorado River 289 recorded), and (6)unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing(OEC).If the title 290 insurance company agrees to provide an endorsement for OEC, any additional premium expense to obtain an 291 endorsement for OEC will be paid by ❑Buyer © Seller ❑One-Half by Buyer and One-Half by Seller 292 ❑Other 293 Note:The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 294 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, 295 covenants, conditions and restrictions burdening the Property, and(2).copies of any other documents (or, if illegible, 296 summaries of such documents)listed in the.schedule of exceptions(Exceptions)in the Title Commitment furnished to 297 Buyer(collectively,Title Documents). 298 8.1.5. Copies of Title Documents.Buyer must receive,on or before Record Title Deadline(§3),copies of 299 all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and 300 recorder in the county where the Property is located.The cost of furnishing copies of the documents required in this 301 Section will be at the expense of the party or parties obligated to pay for the owner's title insurance policy. 302 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer copies of any abstracts of title covering all 303 or any portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline(§ 3). 304 8.2. Record Title.Buyer has the right to review and object to the Abstract of Title or Title Commitment and any 305 of the Title Documents, as set forth in § 8.4 (Right to Object to Title, Resolution) on or before Record Title 306 Objection Deadline (§ 3). Buyer's objection may be based on any unsatisfactory form or content of Title 307 Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole 308 subjective discretion.If the Abstract of Title,Title Commitment or Title Documents are not received by Buyer, on or 309 before the Record Title Deadline (§ 3), or if there is an endorsement to the Title Commitment that adds a new 310 Exception to title,a copy of the new Exception to title and the modified Title Commitment will be delivered to Buyer. 311 Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) 312 any required Title Document not timely received by Buyer,(2)any change to the Abstract of Title,Title Commitment 313 or Title Documents,or(3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate 314 or Notice of Title Objection, pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the 315 provisions set forth in§ 8.4(Right to Object to Title,Resolution).If Seller has fulfilled all Seller's obligations,if any, 316 to deliver to Buyer all documents required by § 8.1,(Evidence of Record Title) and Seller does not receive Buyer's 317 Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the 318 condition of title as disclosed by the Abstract of Title,Title Commitment and Title Documents as satisfactory. 319 8.3. Off-Record Title.Seller must deliver to Buyer,on or before Off-Record Title Deadline (§ 3),true copies 320 of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements,liens 321 (including, without limitation, governmental improvements approved, but not yet installed) or other title,matters 322 (including, without limitation, rights of first refusal and options) not shown by public records, of which Seller has 323 actual knowledge(Off-Record Matters).Buyer has the right to inspect the Property to investigate if any third party has 324 any right in the Property not shown by public records(e.g.,unrecorded easement,boundary line discrepancy or water 325 rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed 326 by Seller or revealed by such inspection, notwithstanding§ 8.2 and § 13),in Buyer's sole subjective discretion, must 327 be received by Seller on or before Off-Record Title Objection Deadline(§3).If an Off-Record Matter is received by 328 Buyer after the'Off-Record Title Deadline (§ 3), Buyer has until the earlier of Closing or ten days after receipt by 329 Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of 330 Title Objection pursuant to this § 8.3 (Off-Record Title), any title objection by Buyer and this Contract are governed 331 by the provisions set forth in § 8.4 (Right to Object to Title,Resolution).If Seller does not receive Buyer's Notice to 332 Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such 333 rights,if any,of third parties of which Buyer has actual knowledge. 334 8.4. Right to Object to Title,Resolution.Buyer's right to object to any title matters includes,but is not limited 335 to those matters set forth in §§ 8.2 (Record Title), 8.3 (Off-Record Title) and 13 (Transfer of Title), in Buyer's sole 336 subjective discretion.If Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following 337 options: 338 8.4.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter 339 (Notice of Title Objection) on or before the applicable deadline,and if Buyer and Seller have not agreed to a written 340 settlement thereof on or before Title Resolution Deadline(§ 3),this Contract will terminate on the expiration of Title CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 8 of 19 Produced with zipForm},by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 ymn.zioLoolx,corri Colorado River • 341 Resolution Deadline (§ 3), unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection 342 (i.e.,Buyer's written notice to waive objection to such items and waives the Right to Terminate for that reason),on or 343 before expiration of Title Resolution Deadline (§ 3). If either the Record Title Deadline or the Off-Record Title 344 Deadline, or both, are extended to the earlier,of Closing or ten days after receipt of the applicable documents by 345 Buyer, pursuant to § 8.2 (Record Title) or § 8.3 (Off-Record Title), the Title Resolution Deadline also will be 346 automatically extended to the earlier of Closing or fifteen days after Buyers receipt of the applicable documents;or 347 8.4.2. Title Objection,Right to Terminate:Buyer may exercise the Right to Terminate under§ 25.1, on 348 or before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 349 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 350 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX 351 LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH 352 DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE 353 SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF 354 SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL 355 LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE 356 PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE 357 CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING FURTHER 358 INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 359 RECORDER,OR THE COUNTY ASSESSOR. 360 Buyer has the Right to Terminate under§ 25.1, on or before Off-Record Title Objection Deadline (§ 3), based 361 on any unsatisfactory effect of the Property being.located within a special taxing district, in Buyer's sole subjective 362 discretion. 363 8.6. Right of First Refusal or Contract Approval.If there is a right of first refusal on the Property or a right to 364 approve this Contract,Seller must promptly submit this Contract according to the terms and conditions of such right. 365 If the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves this 366 Contract, this Contract will terminate..If the right of first refusal is waived explicitly or expires, or the Contract is 367 approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the 368 foregoing.If expiration or waiver of the right of first refusal or approval of this Contract has not occurred on or before 369 Right of First Refusal Deadline(§3),this Contract will then terminate. • 370 8.7, Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be 371 reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership 372 and use of the Property,including,without limitation,boundary lines and encroachments,set-back requirements,area, 373 zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded 374 agreements, water on or under the Property, and various laws and governmental regulations concerning land use, 375 development and environmental matters: The surface estate may be owned separately from the underlying 376 mineral estate,and transfer of the surface estate does not necessarily include transfer of the mineral rights or 377 water rights. Third parties may hold interests in oil, gas, other minerals, geothermal energy or water on or 378 under the Property,which interests may give them rights to enter and use the Property.Such matters,and others, 379 may be excluded from or not covered by the owner's title insurance policy. Buyer is advised to timely consult legal , 380 counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record Title 381 Objection Deadline(§3)and Off-Record Title Objection Deadline(§3)]. 382 9. CURRENT SURVEY REVIEW. 383 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title 384 Commitment or the provider of the opinion of title if an Abstract of Title,and N/A 385 will receive an Improvement Location Certificate, Improvement Survey Plat or other form of survey set forth in § 386 9.1.2 (collectively, Current Survey), on or before Current Survey Deadline (§ 3). The Current Survey will be 387 certified by the surveyor to all those who are to receive the Current Survey. 388 ❑ 9.1.1. Improvement Location Certificate.If the box in this§ 9.1.1 is checked, ❑Seller ❑ Buyer will 389 order or provide,and pay,on or before Closing,the cost of an Improvement Location Certificate. 390 © 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement 391 Location Certificate,will be an © Improvement Survey Plat or❑ .The parties CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 9 of 19 Produced with zipFormli by ziplogi, 18070 Fifteen Mile Road.Fraser,Michigan 48026 www.Ziol,Oei,.corn Colorado River 392 agree that payment of the cost of the Current Survey and obligation to order or provide the Current Survey shall be as 393 follows:Buyer will obtain the Improvement Survey Plat at its expense. 394 395 396 397 9.2. Current Survey Objection.Buyer has the right to review and object to the Current Survey. If the Current 398 Survey is not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer may, 399 on or before Current Survey Objection Deadline(§ 3),notwithstanding§ 8.3 or§ 13: 400 9.2.1. Notice to Terminate.Notify Seller in writing that this Contract is terminated;or 401 9.2.2. Current Survey Objection.Deliver to Seller a written description of any matter that was to be 402 shown or is shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct. 403 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller, on or before Current 404 Survey Objection Deadline(§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or 405 before Current Survey Resolution Deadline (§ 3), this Contract will terminate on the Current Survey Resolution 406 Deadline (§ 3), unless Seller receives Buyer's written withdrawal of the Current Survey Objection before such 407 termination, i.e.,on or before expiration of Current Survey Resolution Deadline(§3). 408 I DISCLOSURE,INSPECTION AND DUE DILIGENCE 409 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND 410 SOURCE OF WATER 411 10.1.Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees 412 to deliver to Buyer the most current version of the applicable Colorado Real'Estate Commission's Seller's Property 413 Disclosure form completed by Seller to Seller's actual knowledge,current as of the date of this Contract. 414 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is 415 conveying the Property to Buyer in an "as is" condition, "where is" arid "with all fault's."Colorado law requires that 416 Seller disclose to Buyer any latent defects actually known by Seller. Disclosure Of latent defects must be in writing. 417 Buyer, acting in good faith,has the right to have inspections (by one or more third parties, personally or both)of the 418 Property and Inclusions(Inspection), at Buyer's expense.If(1)the physical condition of the Property,including, but 419 not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 420 mechanical systems of the Property,(2) the physical condition of the Inclusions,(3)service to the Property(including 421 utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4)any 422 proposed or existing transportation project, road, street or highway, or(5) any'other activity,odor or noise(whether 423 on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's 424 sole subjective discretion,Buyer may,on or before Inspection Objection Deadline(§3): 425 10.2.1. Notice to Terminate.Notify Seller in writing that this Contract is terminated;or 426 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical 427 condition that Buyer requires Seller to correct. 428 10.3.Inspection Resolution.If an Inspection Objection is received by Seller, on or before Inspection Objection 429 Deadline (§ 3) and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection 430 Resolution Deadline (§ 3), this Contract will terminate on Inspection Resolution Deadline (§ 3) unless Seller 431 receives Buyer's written withdrawal of the Inspection Objection before such termination,i.e., on or before expiration 432 of Inspection Resolution Deadline(§ 3). 433 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written 434 agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or 435 other reports performed at Buyer's request (Work) and must pay for any damage that occurs to the Property and 436 Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work 437 performed on the Property.Buyer agrees to indemnify,protect and hold Seller harmless from and against any liability, 438 damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes 439 Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability,damage,cost or 440 expense,or to enforce this section,including Seller's reasonable attorney fees,legal fees and expenses.The provisions 441 of this section survive the termination of this Contract.This§ 10.4 does not apply to items performed pursuant to an 442 Inspection Resolution. CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 10 of 19 Produced with zfpForm®ty zipLogin 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.ziol.00lx.com Colorado River 443 10.5.Insurability. Buyer has the right to review and object to the availability, terms and conditions of and 444 premium for property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before 445 Property Insurance Objection Deadline (§ 3), based on any unsatisfactory provision of the Property Insurance, in 446 Buyer's sole subjective discretion. 447 10.6.Due Diligence. 448 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the 449 following documents and information pertaining to the Property (Due Diligence Documents) to.Buyer on or before 450 Due Diligence Documents Delivery Deadline(§3): 451 X 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property; 452 10.6.1.2. Property tax bills for the last years; 453 X 10.6.1.3. As-built construction plans to the Property and the tenant improvements, including 454 architectural, electrical, mechanical, and structural systems, engineering reports, and permanent Certificates of 455 Occupancy,to the extent now available; 456 © 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 457 M 10.6.1.5. Operating statements for the past 3 years; 458 © 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 459 j 10.6.1.7. All current leases, including any amendments or other occupancy agreements,pertaining 460 to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as 461 follows(Leases): See Exhibit B 462 463 464 © 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not 465 et been completed and capital improvement work either scheduled or in process on the date of this Contract; 466 X 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have 467 been made for the past . 5 years; 468 © 10.6.1.10.Soils reports, Surveys and engineering reports or data pertaining to the Property (if not 469 delivered earlier under§8.3); . 470 © 10.6.1.11.Any and all existing documentation and reports regarding Phase I and II environmental 471 reports, letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos, 472 PCB transformers, or other toxic hazardous or contaminated substances, and/or underground storage tanks and/or 473 radon gas. If no reports are in Seller's possession or known to Seller, Seller warrants that no such reports ate in 474 Seller's possession or known to Seller; 475 © 10.6.1.12.Any Americans with Disabilities Act reports, studies or surveys concerning the 476 compliance of the Property with said Act; 477 © 10.6.1.13.All permits, licenses and other building or use authorizations issued by any governmental 478 authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use 479 authorizations,if any;and 480 © 10.6.1.14.Other documents and information:Any other information in Seller's 481 possession concerning the Property. 482 483 484 10.6.2. Due Diligence Documents Review and Objection.Buyer has the right to review and object to Due 485 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole 486 subjective discretion,Buyer, may,on or before Due Diligence Documents Objection Deadline(§ 3): 487 10.6.2.1. Notice to Terminate.Notify Seller in writing that this Contract is terminated;or 488 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 489 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 490 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by 491 Seller, on or before Due Diligence Documents Objection Deadline(§ 3), and if Buyer and Seller have not agreed in 492 writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline(§ 3), this Contract will 493 terminate on Due Diligence Documents Resolution Deadline(§ 3)unless Seller receives Buyer's written withdrawal 494 of the Due Diligence Documents Objection before such termination, i.e., on or before expiration of Due Diligence 495 Documents Resolution Deadline(§3). CBS4-8-13..CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 11 01 19 Produced with zipForma by zipLoglz 18070 Fifteen Mile Road,Fraser,Michigan 48026 sere..ziot.00h,corn Colorado Rivcr 496 10.6.4. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents 497 Objection Deadline(§ 3), based on any unsatisfactory zoning and any use restrictions'imposed by any governmental 498 agency with jurisdiction over the Property, in Buyer's sole subjective discretion. 499 10.6.5. Due Diligence—Environmental,ADA.Buyer has the right to obtain environmental inspections of 500 the Property including Phase I and Phase H Environmental Site Assessments, as applicable. 0 Seller © Buyer will 501 order or provide ©Phase I Environmental Site Assessment, f Phase II Environmental Site Assessment 502 (compliant with ASTM E1527-05 standard practices for Environmental Site Assessments)and/or 0 503 ,at the expense of Seller ES Buyer(Environmental Inspection). -etietr, 505 All such inspections and evaluations must be conducted at such times as are 506 mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property,if 507 any. 508 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the 509 Environmental Inspection Objection Deadline(§3)will be extended by 21 days(Extended Environmental 510 Inspection Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond 511 the Closing Date (§ 3), the Closing Date (§ 3) will be extended a like period of time. In such event,[ Seller 512 0 Buyer must pay the cost for such Phase II Environmental Site Assessment. 513 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.5, 514 Buyer has the Right to Terminate under§25.1,on or before Environmental Inspection Objection Deadline(§ 3),or 515 if applicable the Extended Environmental Inspection Objection Deadline, based on any unsatisfactory results of 516 Environmental Inspection,in Buyer's sole subjective discretion. 517 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Objection Deadline(§ 3),based 518 on any unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 519 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of that certain 520 property owned by Buyer and commonly known as N/A 521 Buyer has the Right to Terminate under§ 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or 522 before Conditional Sale Deadline(§ 3)if such property is not sold and closed by such deadline.This§ 10.7 is for the 523 sole benefit of Buyer.If Seller does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline 524 (§3),Buyer waives any Right to Terminate under this provision. 525 10.8.Source of Potable Water (Residential Land and Residential Improvements Only). Buyer C Does 526 © Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing 527 the source of potable water for the Property. Buyer Q Does ©Does Not acknowledge receipt Of a copy of the 528 current well permit. ©There is No Well. 529 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 530 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE 531 DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S 532 WATER SUPPLIES. 533 10.9.Existing Leases; Modification of Existing Leases; New Leases. . 536 - • _ •.- •• . . 537 . . . .... .. . . . . . S6.5 E•VH11:317 -• , 538 11. TENANT ESTOPPEL STATEMENTS. 539 11.1.Tenant Estoppel Statements Conditions: Buyer has the right to review and object to any Estoppel 540 Statements. Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), 541 statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property 542 (Esto pp el Statement)attached ed to a copy of the Lease stating: 543 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 544 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 545 amendments; 546 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits paid to Seller; CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 12 of 19 Produced with zipFarrie by zipLogix 18070 fifteen Mil,Road,Fraser,Michigan 48026 www.zioLoaix.com Colorado River 547 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 548 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 549 11.1.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease 550 demising the premises it describes. 551 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under § 25.1, on or before 552 Tenant Estoppel Statements Objection Deadline(§ 3), based on any unsatisfactory Estoppel Statement, in Buyer's 553 sole subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel 554 Statements Deadline(§3).Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. 555 556 I CLOSING PROVISIONS 557 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 558 12.1. Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing Company 559 to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their 560 designees. If Buyer is obtaining a new loan to purchase the Property,Buyer acknowledges Buyer's lender is required 561 to provide the Closing Company, in a timely manner, all required loan documents and financial information 562 concerning Buyer's new loan. Buyer and Seller will furnish any additional information and documents required by 563 Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all 564 customary or reasonably required documents at or before Closing. 565 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑Are ©Are Not 566 executed with this Contract. 567 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date 568 specified as the Closing Date(§ 3)or by mutual agreement at an earlier date.The hour and place of Closing will be as 569 designated by mutual agreement of the parties . 570 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service 571 vary between different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies). 572 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer 573 with the other terms and provisions hereof,Seller must execute and deliver a good and sufficient general 574 warranty deed to Buyer,at Closing,conveying the Property free and clear of all taxes except the 575 general taxes for the year of Closing. Except as provided herein, title will be conveyed free and clear of all liens, 576 including any governmental liens for special improvements installed as of the date of Buyer's signature hereon, 577 whether assessed or not.Title will be conveyed subject to: 578 13.1.Those specific Exceptions described by reference to recorded documents as reflected in the Title 579 Documents accepted by Buyer in accordance with Record Title(§8.2), 580 13.2. Distribution utility easements (including cable TV), 581 13.3.Those specifically described rights of third parties not shown by the public records of which Buyer has 582 actual knowledge and which were accepted by Buyer in accordance with Off-Record Title (§ 8.3) and Current 583 Survey Review(§9), 584 13.4. Inclusion of the Property within any special taxing district, 585 13.5.Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon, 586 whether assessed prior to or after Closing,and 587 13.6.Other N/A 588 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing 589 from the proceeds of this transaction or from any other source. 590 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 591 15.1. Closing Costs.Buyer and Seller must pay,in Good Funds, their respective closing costs and all other items 592 required to be paid at Closing,except as otherwise provided herein. CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 13 of 19 Produced with zipForrdID by zipLogix 16 70 Edson Mile Road Fraser.Michigan 48026 www.z oloeix.com Colorado River 593 15.2. Closing Services Fee. The fee for real estate.closing services shall be paid at Closing by Q Buyer 594 ❑Seller © One-Half by'Buyer and One-Half by Seller ❑Other 595 . .15.3.Status Letter and Record Change Fees. An y fees incident to the issuance of Association's statement of 596 assessments (Status Letter) must be paid by El Buyer Q Seller []One-Half by Buyer and One-Half by Seller 597 ©None. Any record change fee assessed by the Association including, but not limited to, ownership record transfer 598 fees regardless of name or title of such fee (Association's Record Change Fee) must be paid by[]Buyer [j Seller 599 0 One-Half by Buyer and One-Half by Seller ©None. 600 15.4.Local Transfer Tax. ❑The Local Transfer Tax of ' %of the Purchase Price shall be paid 601 at Closing by 0 Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller ©None. 602 15.5.Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at 603 Closing,such as community association fees,developer fees and foundation fees,must be paid at Closing by Q Buyer 604 0 Seller ❑One-Half by Buyer and One-Half by Seller © None.The Private Transfer fee;whether one or more, 605 is for the following association(s): N/A in the total amount 606 of %of the Purchase Price or$ - 607 15.6.Water Transfer Fees.The Water Transfer Fees can change.The fees,as of the date of this Contract,do not 608 exceed: 609 $ for: _ 610 Water Stock/Certificates Water District — 611 ' _Augmentation Membershi Small Domestic Water Company ©N/A 612 and must be paid at Closing by E Buyer Seller []One-Half by Buyer and One-Half by Seller ©None. 613 15.7.Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when 614 due by []Buyer Ni Seller ❑One-Half by Buyer and One-Half by Seller []None. 615 16. PRORATIONS.The following will be prorated to the Closing Date(§3),except as otherwise provided: 616 16.1.Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real.estate 617 taxes for the year of Closing,based on Q Taxes for the Calendar Year Immediately Preceding Closing ©Most 618 Recent Mill Levy and Most Recent Assessed Valuation,or[I Other 619 620 462 71 . I - U U 622 . . . .— .. 623 • 624 f63: - . 626 .• . • . • .. .. 62.8 -•.. -•' : - '. . • .. ^_ '. �. '. , . _,.. 629 :tea: 643 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be - 644 additionally liable to Buyer for payment of$ 200. 00 per day (or any part of a day notwithstanding 645 § 18.1)from Possession Date(§ 3)and Possession Time(§3)until possession is delivered. 646 647 I GENERAL PROVISIONS 648 18. DAY; COMPUTATION OF PERIOD OF DAYS,DEADLINE. 649 18.1.Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States 650 Mountain Time(Standard or Daylight Savings as applicable). 651 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not 652 specified, the first day is excluded and the last day is included (e.g., three days after MEC).If any deadline falls on a 653 Saturday, Sunday or federal or Colorado state holiday(Holiday), such deadline © Will Will Not be extended to 654 the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be 655 extended. 656 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 657 AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be 658 delivered in the condition existing as of the date of this Contract,ordinary wear and tear excepted. 659 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or 660 causes of loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property 661 Damage),Seller is obligated to repair the same before Closing Date(§ 3). Buyer has the Right to Terminate under§ 662 25.1, on or before Closing Date (§ 3), if the Property Damage is not repaired before Closing Date (§ 3) or if the 663 damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is 664 entitled to a credit at Closing for all insurance proceeds that were received by Seller(but not the Association,if any) 665 resulting from such damage to the Property and Inclusions, plus the amount of any deductible provided for in such 666 insurance policy.Such credit must not exceed the Purchase Price. In the event Seller has not received such insurance 667 proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option of Buyer, Seller 668 must assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such insurance 669 policy,but not to exceed the total Purchase Price. 670 19.2.Damage,Inclusions and Services. Should any Inclusion or service (including utilities and communication 671 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be 672 damaged between the date of this Contract and Closing or possession, whichever is earlier,then Seller is liable for the 673 repair or replacement of such Inclusion or Service with a unit of similar size,age and quality,or an equivalent credit, 674 but only to the extent that the maintenance or replacement of such Inclusion or Service is not the responsibility of the 675 Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. If the failed 676 or damaged Inclusion or Service is not repaired or replaced on or before Closing or possession, whichever is earlier, 677 Buyer has the Right to Terminate under § 25.1,on or before Closing Date(§ 3),or, at the option of Buyer,Buyer is 678 entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed 679 the Purchase Price. If Buyer receives such a credit, SeIler's right for any claim against the Association, if any, will 680 survive Closing. Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be 681 purchased and may cover the repair or replacement of such Inclusions. 682 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation 683 action may result in a taking of all or part of the Property or Inclusions,Seller must promptly notify Buyer,in writing, 684 of such condemnation action. Buyer has the Right to Terminate under§ 25.1,on or before Closing Date(§ 3), based 685 on such condemnation action, in Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract 686 despite such diminution of value to the Property and Inclusions, Buyer is entitled to a credit at Closing for all 687 condemnation proceeds awarded to Seller for the diminution in the value of the Property or Inclusions but such credit 688 will not include relocation benefits or expenses,or exceed the Purchase Price. 689 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk 690 through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies 691 with this Contract. CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 15 of 19 Produced with dpForrne by:ipLogis 18070 Fifteen We Road,Fraser.Michigan 48026 www,YioLoaln.com Colorado River 692 19.5.Risk of Loss-Growing Crops.The risk of loss for damage to growing crops by fire or other casualty will 693 be borne by the party entitled to the growing crops as provided in § 2.8 and such party is entitled to such insurance 694 proceeds or benefits for the growing crops. 695 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 696 acknowledge that the respective broker has advised that this Contract has important legal consequences and has 697 recommended the examination of title and consultation with legal and tax or other counsel before signing this 698 Contract. 699 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check 700 received as Earnest Money hereunder or any other payment due hereunder is not paid,honored or tendered when due, 701 -"or if any obligation hereunder is not performed or waived as herein provided, the nondefaulting party has the 702 following remedies: 703 21.1. If Buyer is in Default: 904 0 21.1.1. . . • • ' . ' 705 , • • .. • . • .. • • . ..• . • ' - - - 707 • • • :. •. 708 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. 709 All Earnest Money (whether or not paid by Buyer) will be paid to Seller, and retained by Seller. Both parties will 710 thereafter be released from all obligations. hereunder. It is agreed that the Earnest Money specified in § 4.1 is 711 LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree is fair and reasonable and (except as 712 provided in §§ 10;4, 2-2, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's 713 failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and 714 additional damages. 715 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which cage all Earnest Money 716 received hereunder will be returned and Buyer may recover such damages as may-be proper, or Buyer may elect to 717 treat this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or 718 both. • 719 . - 720 • •• • •• • . ' •• • •• 721 • • •• • _ .. • . . .. • • • • •• _ . • . .. . •- . • - •• 722 23. MEDIATION.If a dispute arises relating to this Contract,prior to or after Closing,and is not resolved,the parties 723 must first proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet 724 with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot impose 725 binding decisions.The parties to the dispute must agree, in writing,before any settlement is binding.The parties will 726 jointly appoint an acceptable mediator and will share equally in the cost of such mediation. The mediation, unless 727 otherwise agreed, will terminate in the event the entire dispute is not resolved within thirty days of the date written 728 notice requesting mediation is delivered by one party to the other at the party's last known address.This section will 729 not alter any date in this Contract,unless otherwise agreed. 730 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the 731 Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any 732 controversy regarding the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. 733 Earnest Money Holder, in its sole subjective discretion, has several options: (1) wait for any proceeding between 734 Buyer and Seller;(2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction,(Earnest 735 Money Holder is entitled to recover court costs and reasonable attorney and legal fees incurred with such action); or 736 (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and 737 Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one 738 hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return CBS4.8•13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 16 of 19 Produced with zipForma by dpLogix 18070 Fifteen Mlle Road,Fraser,Michigan 48026 www.ziolooIx.com Colorado River 739 the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit, and has not 740 interpled the monies at the time of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the 741 Order of the Court.The parties reaffirm the obligation of Mediation (§ 23).This Section will survive cancellation or 742 termination of this Contract. 743 25. TERMINATION. 744 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), 745 the termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), 746 provided such written notice was received on or before the applicable deadline specified in this Contract.If the Notice 747 to Terminate is not received on or before the specified deadline, the party with the Right to Terminate accepts the 748 specified matter,document or condition as satisfactory and waives the Right to Terminate under such provision. 749 25.2.Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will 750 be returned and the parties are relieved of all obligations hereunder,subject to§§ 10.4, ,23 and 24. 751 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, 752 constitute the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining 753 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of 754 any of the terms of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed 755 by the parties. Any right or obligation in this Contract that, by its terms, exists or is intended to be performed after 756 termination or Closing survives the same. 757 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 758 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including 759 a signed document or notice, from or on behalf of Seller,and delivered to Buyer is effective when physically received 760 by Buyer, any signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or 761 Brokerage Firm of Broker working with Buyer(except for delivery, after Closing,of the notice requesting mediation 762 described in§ 23 and except as provided in§ 27.2).Any document, including a signed document or notice,from or on 763 behalf of Buyer, and delivered to Seller is effective when physically received by Seller, any signatory on behalf of 764 Seller,any named individual of Seller, any representative of Seller, or Brokerage Firm of Broker working with Seller 765 (except for delivery, after Closing, of the notice requesting mediation described in § 23 and except as provided in § 766 27.2). 767 27.2. Electronic Delivery. As an alternative to h sical delivery,y ry, any document, includin a signed document 768 or written notice,may be delivered in electronic form only by the following indicated methods:LX Facsimile©Email 769 D Internet. If no box is checked, this § 27.2 is not applicable and § 27.1 governs notice and delivery. Documents 770 with original signatures will be provided upon request of any party. 771 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in 772 accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract 773 in Colorado for property located in Colorado. 774 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by 775 Buyer and Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance 776 pursuant to§27 on or before Acceptance Deadline Date(§ 3)and Acceptance Deadline Time(§3).If accepted,this 777 document will become a contract between Seller and Buyer. A copy of this Contract may be executed by each party, 778 separately, and when each party has executed a copy thereof, such copies taken together are deemed to be a full and 779 complete contract between the parties. 780 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including 781 but not limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and 782 Obligations (§ 5), Title Insurance, Record Title and Off-Record Title (§ 8), Current Survey Review (§ 9) and 783 Property Disclosure,Inspection,Indemnity,Insurability,Due Diligence and Source of Water(§ 10). 784 CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 17 of 19 Produced with zipForme by zlpLoglx to 7 Fifteen Mile Road.Fraser,Michigan as 26 www.zielaoix.com Colorado River 785 I ADDITIONAL PROVISIONS AND ATTACHMENTS 786 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado 787 Real Estate Commission.) 788 See Exhibit A attached hereto and incorporated herein by this reference. 789 See Exhibit B attached hereto and incorporated herein by this reference. 790 791 31. ATTACHMENTS. 792 31.1.The following attachments are a part of this Contract: 793 794 795 796 31.2.The following disclosure forms are attached but are not a part of this Contract: 797 798 799 800 I SIGNATURES 801 Buyer's Name: Buyer's Name: Eagle County, Colorado k Buyer's Signature Date Buyer's Signature Date Address: Post Office Box 850 Address: 500 Broadway, Eagle, CO 81631 Phone No.: (970)328-8698 Phone No.: Fax No.: (970)328-7185 Fax No.: Electronic Address: toby.sprunk @eaglecounty Electronic Address: .us 802 [NOTE: If this offer is being countered or rejected,do not sign this document.Refer to§32] Seller's Name: Seller's Name: S•encer A. DePree .atiag Susan A. DePree tes _II flit c orw )c ,_PA -/ e'71-'! Si nature Seller's • Signature Date Sellers Signature Date Address: 6709 Harrods View Circle Address: 6709 Harrods View Circle Prospect, KY 40059 Prospect, KY 40059 Phone No.: (502) 632-1886 Phone No.: (502) 632-1886 Fax No.: Fax No.: Electronic Address: dooperay@mac.com Electronic Address:dooperay@mac. com 803 804 32. COUNTER; REJECTION.This offer is ❑Countered ❑Rejected. 805 Initials only of party(Buyer or Seller)who countered or rejected offer 806 I END OF CONTRACT TO BUY AND SELL REAL ESTATE CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 18 of 19 Produced with zipForm5 by zipLogis 18070 Fifteen Mae Road,Fraser,Michigan 48026 www.zioloco.Wm Colorado River - ,807 33: : • : - .• : . . - . • _ : - • : - •• 696 .,. .Yu.king with Daycr) 699 r ❑Does ❑ : : - • . . . • • , • , • • ,• • • • • 6+5 elteeleites-elearet17 64-6 Breker-is-werking-witit-Btryer-as-a 11 �-nt D ❑ ❑ • •, +8 : : - - • , • • • • . ,. : . D s+ ❑ ether D `' Date fireldrear Ph'o--N - rzivRCTi�^, Fax No.' Electronic ddr---- 820 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. 821 (To be completed by Broker working with Seller) 822 Broker ❑Does ©Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, 823 agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is 824 the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned 825 following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release 826 the Earnest Money as directed by the written mutual instructions.Such release of Earnest Money will be made within 827 five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money 828 check has cleared. 829 Broker is working with Seller as a © Seller's Agent ❑Buyer's Agent ❑Transaction-Broker in this transaction. 830 ❑This is a Change of Status. 831 Brokerage Firm's compensation or commission is to be paid by [Seller ❑Buyer 832 ❑Other Brokerage Firm's Name:Fuller Western -eat Estate Broker's Name: J=,C K-1a- .au•h Bro?is Signature Date Address: 7901 Southpark Plaza #216 Littleton, CO 80120 Phone No.: (303)534-4822 Fax No.: (303)534-9021 Electronic Address: jkavanaugh @fullerwestern. cam 833 CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 19 of 19 Produced with zipFarm®6y zipLogi. 18070 Fithian Mile Road,Fraser,Michigan 06026 www.ziotoai:-cow Colorado River Aft'Vi+ Legal Description A parcel of land being Tract 61,Township 2 South,Range 85 West of the 6th P.M., according to the Independent Resurvey of said Township and Range as accepted by the U.S.Surveyor General's Office in Denver,Colorado, on April 30, 1918. Said parcel being more particularly described as follows: Beginning at Angle Point 1 of Tract 61, being a brass cap; thence N. 89 degrees 53'59"W. 657.10 feet to Angle Point 2 of Tract 61,being a brass cap; thence S. 00 degrees 00'00"W. 1981.56 feet to Angle Point 3 of Tract 61,being a brass cap; thence N. 89 degrees 44'27"E. 1316.65 feet to Angle Point 4,being a brass cap; thence N.00 degrees 03'58"W. 658.02 feet to Angle Point 5 of Tract 61,being a brass cap; thence S. 89 degrees 41'25"W. 660.01 feet to Angle Point 6 of Tract 61,being a No.5 rebar with and aluminum cap; thence N. 00 degree 03'11"E. 1320.00 feet to the place of beginning, EXCEPTING therefrom that portion of subject property described in Judgment and Decree in Condemnation recorded May 11, 1934 in Book 123 at Page 13,County of Eagle,State of Colorado. • Ali /i EXHIBIT B ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE This Addendum is attached to and made a part of the Contract to Buy and Sell Real Estate between Spencer A.DePree and Susan A.Depree as Seller and Eagle County,Colorado as Buyer. a. Notwithstanding anything to the contrary in paragraph 28 of the Contract, Seller understands that this Agreement must be approved and ratified by the Board of County Commissioners at a regularly scheduled and public meeting.Upon acceptance by Seller,Buyer shall immediately schedule said public meeting and this Agreement will become effective upon Board of County Commissioner affirmative motion on the same.For purposes of this Agreement,MEC(date of mutual execution of this Contract as defined in paragraph 3.1)shall be the date approved by the Board of County Commissioners at a public meeting. In accordance with applicable public finance law and notwithstanding anything to the contrary contained in this Agreement,Buyer shall have no obligations under this Contract nor shall any payment be made to Seller without an appropriation thereof in accordance with a budget adopted by the Board of County Commissioners.All obligations payable beyond the current fiscal year are subject to funds being available and appropriated prior to closing. b. Notwithstanding paragraph 4.4.2 of the Contract,Buyer shall have through the Off-Record Title Objection Deadline in which to obtain funding through the County Open Space Program using Open Space Funds for all or a portion of the Purchase Price. This,Contract'is conditioned upon approval by the Eagle County Board of County Commissioners at a regularly scheduled public meeting following a funding recommendation by the Eagle County Open Space Advisory Committee ("OSAC")and nothing herein shall be deemed a pre-approval of such funding by the Board of County Commissioners. Upon acceptance by Seller,Buyer shall schedule a meeting before OSAC for the committee's evaluation and recommendation. Within twenty(20)days of OSAC recommendation, Buyer shall schedule a public meeting before the Board of County Commissioners. This condition will be satisfied upon the Board of County Commissioners affirmative motion approving the use of Open Space Funds towards the purchase of the Property.In the event funding is not obtained through the County Open Space.Program on or before the Off-Record Title Objection Deadline,then Buyer's Earnest Money shall be returned and this Contract shall terminate. Buyer has applied for a grant from the Gates Family Foundation for a portion of the Purchase Price. If awarded,such grant may be applied to payment of the Purchase Price at Closing.If the grant is awarded or paid after Closing,all grant proceeds shall be paid directly to Buyer and Seller shall have no claim or any interest in or to such grant award. In the event the grant is not awarded to Buyer,then Buyer shall be responsible for payment of the Purchase Price subject to approval by OSAC and the Board of County Commissioners as set forth above. c. The Earnest Money shall be held by Heritage Title Company in its trust account on behalf of both Seller and Buyer.The Earnest Money deposit shall be tendered within ten(10)business days after the MEC. All interest earned on the Earnest Money shall be the sole property of Buyer. In the event this Contract is terminated by Buyer pursuant to the provisions of this Contract,the Earnest Money, together with interest thereon,shall be returned immediately to the Buyer and the Contract shall 1 Ivy initials terminate. d. Buyer may notify Seller of any unsatisfactory environmental issues on the Property on or before the Inspection Objection Deadline.Within three(3) days of said notification,the Parties agree to meet to mutually discuss an appropriate mitigation plan or price reduction to address said environmental issues.If the Parties are unable to mutually agree to a mitigation plan or price reduction, the Buyer may elect to terminate this Contract for unsatisfactory environmental conditions on or before Environmental Inspection Objection Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. Alternatively,Buyer may provide Seller with a notice to terminate due to any unsatisfactory environmental issue as determined by Buyer in its sole and subjective discretion on or before the Enviornmental Inspection Objection Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. e. This paragraph e shall replace paragraphs 8.1.1 and 8.1.2 of the Contract. Buyer will select the title insurance company to furnish the owner's title insurance policy at Seller's expense.On or before the Record Title Deadline Section(see Section 3) Seller must furnish to Buyer a current commitment for owner's title insurance policy("Title Commitment")in an amount equal to the Purchase Price. Seller will cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. f. Except as expressly set forth herein,Seller shall remove all known cars,vehicles,trash,debris, equipment,parts, inventory, landfills, disposal sites,and any and all other items from the Property prior to the Inspection Objection Deadline.The Property should be left in a condition similar to vacant land with no known buried, hidden,or latent materials left on site.If the Property is not left in such a condition,the Buyer may elect to terminate this Contract by the Inspection Resolution Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. Notwithstanding the foregoing,Seller may leave on the Property all historic cabins and out-buildings. g. Seller shall terminate any and all oral or written leases affecting the Property with acknowledgment from any tenants in a form satisfactory to Buyer in its sole and subjective discretion and shall have vacated all tenants from the Property five(5)days prior to the Inspection Objection Deadline. If any outstanding tenant issues have not been resolved by the Inspection Objection Deadline, then Buyer may elect to terminate this Contract by the Inspection Resolution Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. h. Notwithstanding anything to the contrary in the Contract,if,prior to Closing,all or part of the Property shall be subjected to a threat of condemnation from an entity other than the Buyer,or shall be subjected to an environmental claim,administrative action,regulatory action,judicial action,demand, claim,notice of non-compliance or violation or otherwise relating to any environmental or other issues, Seller shall notify Buyer thereof within three(3)business days after Seller becomes aware of the same,but in no event later than the Closing.Buyer may elect within ten(10)business days after receipt of Seller's notice to terminate this Contract in which event the Parties shall be released from 2 AI initials ti their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. i. During the period from MEC to Closing, Seller will not store,use,handle and dispose of any hazardous material on the Property. j. During the period of the MEC to Closing,Seller shall not grant or convey any easement,lease, encumbrance,license,permit or any other legal or beneficial interest in or to the Property without the prior written consent of Buyer, nor shall Seller knowingly violate any law,ordinance,rule or regulation affecting the Property. Seller shall do or cause to be done all things reasonably within its control to preserve intact and unimpaired any and all rights of way,easements,grants,appurtenances, privileges and licenses in favor of or constituting any portion of the Property.Further,Seller agrees to pay,as and when due,any and all encumbrances on and taxes,assessments and levies in respect of the Property through the Closing Date except as may be provided for herein. In the event of any default by Seller under the terms of any encumbrance on the Property,or any part thereof,or in the event of any failure by Seller to secure any necessary release or to pay any tax, assessment or levy on the Property,Buyer shall have the right,but not the obligation,to cure such breach, secure such release or make such payments,as the case may be,and the costs of so doing(including the costs of paying principal,interest, late charges,default interest,release fees,trustee's fees,reasonable attorney fees,taxes,and assessments)shall be deducted from the Purchase Price at Closing. k. From and after the MEC,Buyer or its designated agents and/or employees shall have access to the Property for purposes of performing surveys,engineering studies and soils tests,environmental assessments,mineral studies,or any other investigations or inspections as Buyer shall desire.Buyer hereby agrees to hold Seller harmless from any mechanic's liens which might be filed against the Property by reason of the performance of any of the acts herein mentioned,and to hold harmless Seller against any claims brought against Seller or the Property as a result of any act of Buyer,its agents, employees or invitees affecting the Property from such access. 1. The transfer shall include all development rights and approvals,zoning rights and approvals, minerals,rights of way,easements,and other property rights appurtenant thereto and owned by Seller (all of the foregoing property interests are included within the definition of the Property as used in this Contract). m. Seller shall be responsible for providing an access easement from Nottingham Investment Company, LP,in a form acceptable to Buyer,as determined by Buyer in its sole and subjective discretion on or before the Inspection Objection Deadline.Further,Seller shall deliver on or before the Inspection Objection Deadline the approved form of access easement executed by Nottingham Investment Company,LP,to the Title Company to be effective upon and held in escrow until Closing on the Property at which time the access easement shall be recorded in the real property records of Eagle County,Colorado. If Seller is unable to provide an access easement in a form acceptable to Buyer as set forth herein, the Buyer may elect to terminate this Contract by the Inspection Resolution Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. Seller shall be responsible for all costs associated with obtaining the access easement. ,..01/0.5:1Sv initials n. Seller shall be responsible for providing an assignment of the Right of Way Grant with the United States Department of the Interior Bureau of Land Management("BLM")in a form acceptable to Buyer,as determined by Buyer in its sole and subjective discretion on or before the Inspection Objection Deadline. Further,Seller shall deliver on or before the Inspection Objection Deadline the approved form of assignment of Right of Way Grant executed by the BLM,to the Title Company to be effective upon and held in escrow until Closing on the Property at which time the assignment shall be recorded in the real property records of Eagle County,Colorado. If Seller is unable to provide an assignment of the Right of Way Grant in a form acceptable to Buyer as set forth herein,the Buyer may elect to terminate this Contract on or before the Inspection Resolution Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. Seller shall be responsible for all costs associated with obtaining the assignment from the BLM.Buyer shall have the right to review and object to the underlying Right of Way Grant or terminate the Contract as part of its review of title and off-record matters as more fully set forth in Section 8 of the Contract. o. Seller shall be responsible for providing an assignment of the Private Roadway Agreement with Southern Pacific Transportation Company,the Denver and Rio Grande Western Railroad Company("RR")in a form acceptable to Buyer as determined by Buyer in its sole and subjective discretion on or before the Inspection Objection Deadline.Further, Seller shall deliver on or before the Inspection Objection Deadline the approved form of assignment of the Private Roadway Agreement executed by RR,to the Title Company to be effective upon and held in escrow until Closing on the Property at which time the assignment shall be recorded in the real property records of Eagle County,Colorado. If Seller is unable to provide an assignment of the Private Roadway Agreement in a form acceptable to Buyer as set forth herein,the Buyer may elect to terminate this Contract on or before the Inspection Resolution Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. Seller shall be responsible for all costs associated with obtaining the assignment from the RR.Buyer shall have the right to review and object to the underlying Private Roadway Agreement or terminate the Contract as part of its review of title and off-record matters as more fully set forth in Section 8 of the Contract. p. Seller hereby represents and warrants to Buyer that,to the best of Seller's information and belief,as of the date hereof and as of the date of Closing: (1) Litigation.There is no litigation,claim or proceeding,pending or threatened,which in any manner affects the Property.The entering into and consummation of the transaction contemplated hereunder will not conflict with, result in the breach of,or constitute a default under or violation of any of the terms and provisions of any contract,lease,or other contract to which the Seller is a party or by which Seller may be bound or,to the best knowledge and belief of Seller,of any law,rule,license, regulation,judgment,order or decree governing or affecting Seller or the Property; (2) Law.There are no violations of any federal, state or local law,code,ordinance,rule, regulation,or requirement affecting the Property; (3) Right of First Refusal. There are no rights of first refusal or options to purchase 4 -)1/g / initials associated with the Property. (4) Demands. Seller has not received any notices,demands or deficiency comments from any mortgagee of the Property or from any state,municipal or county government or any agency thereof with regard to the Property; (5) Change in Condition. Seller has not received any notice of,and has no other knowledge or information of,any pending contemplated change in any applicable law,ordinance,or restriction; or of any pending or threatened judicial or administrative action;or of any action,pending or threatened,by adjacent landowners;or of any natural or artificial condition upon the Property,or any part thereof, any of which would result in any material change in the condition of the Property,or any part thereof,or in any way Iimit or impede the operation of the Property,or any part thereof,for any purpose; (6) Authority. Seller has the full right,power,and authority to sell and convey the Property to Buyer as provided in this Agreement and Seller has the full right,power and authority to carry out Seller's obligations hereunder; (7) Documents. Each and every document,schedule, item and other information prepared by Seller,or to which Seller is a party,delivered by Seller to Buyer hereunder,shall be true and not materially misleading; (8) Soils,Hazardous Materials.To the best of Seller's knowledge,the Property is not in violation of any federal,state or local law,ordinance or regulation relating to environmental conditions on,under or about the land,including,but not limited to,soil and groundwater conditions. Neither Seller,nor to the best of Seller's knowledge any third party,has used, generated,manufactured,refined,produced,processed,stored or disposed of,on,or under the Property or transported to or from the Property any Hazardous Materials nor does Seller intend to use the Property prior to Closing date for the purpose of generating,manufacturing,refining, producing,storing,handling,transferring,processing or transporting Hazardous Materials. For the purpose hereof,"Hazardous Materials"shall mean any flammable explosives,radioactive materials, asbestos,petroleum,petroleum products,organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity,pollutants, contaminants, hazardous wastes, toxic substances or related materials, including,without limitation,any substances defined as or included in the definition of"hazardous substances","hazardous material"or"toxic substances"in the Comprehensive Environmental Response,Compensation and Liability Act of 1980, as amended,42 U.S.C. Sec. 9601, et. seq.,the Hazardous Materials Transportation Act,49 U.S.C. Sec. 1801 et. seq.,the Resource Conservation and Recovery Act, 42, U.S.C. Sec. 6901 et. seq., or any other federal,state or local statute, law, ordinance, code,rule, regulation,order,decree or other requirement of governmental authority regulating, relating to or imposing liability or standard of conduct concerning any hazardous,toxic or dangerous substance / 'I 5 5 initials or material,as now or at.any time hereafter in effect, and in the regulations adopted,published and/or promulgated pursuant to said laws and any materials or substances including petroleum products as defined in ASTM Standard E 1527-05. To the best of Seller's knowledge there are no underground storage tanks situated on the Property;to the best of Seller's knowledge no such tanks have been previously situated thereon.To the best of Seller's knowledge there are no landfills,disposal sites or contamination on the Property. Upon execution of this Agreement by Seller through the date of Closing, Seller shall not store,use,handle and dispose of any hazardous material on the Property. Seller has not received any notice that the Property will be the subject of any investigation by any governmental or other entity. (9) Mechanic's Liens. Seller has incurred no delinquent bills for work,labor,or materials done,performed,or furnished that would give rise to a mechanic's lien against the Property,and Seller will execute and deliver to the Title Company at closing the usual mechanic's lien affidavit to obtain deletion of the standard preprinted exception for mechanic's liens from Buyer's final owner's policy of title insurance;and (10) Encumbrances.All underlying encumbrances can be discharged of record or as the case may be,the Property can be released therefrom,upon the payment of a sum or sums which in the aggregate shall not exceed Sellers cash proceeds from this transaction. q. Notwithstanding anything to the contrary in Section 27 of the Contract,all notices or deliveries required under the Contract(including this Addendum)shall either be(i)hand-delivered,(ii)given by certified mail,(iii)given by overnight courier,(iv)by facsimile transmission or(v)via e-mail.All notices so given shall be considered effective,(i)if hand delivered,when received,(ii)if by certified mail,three (3)days after deposit,certified mail postage prepaid,with the United States Postal Service, (iii) if by overnight courier one(1)business day after deposit with overnight courier company,or(iv)if by facsimile transmission,upon receipt of a machine-generated confirmation of a complete transmission of all pages followed by mail delivery of the original document,or(v)if by email upon sending the same with an a copy to follow by regular mail. Either party may change the address, facsimile number or email address to which future notices shall be sent by notice given in accordance with this Section.Notices shall be given to the parties at the following addresses and facsimile numbers: TO SELLER: Spencer A.DePree and Susan A. DePree 6709 Harrods View Circle Prospect,KY 40059 Telephone: 502-632-1886 Fax: Email:dooperay @mac.com With a copy to: Fuller Western Real Estate Attn: Jack Kavanaugh 7901 Southpark Plaza#216 � 6 -d / /5 initials Littleton,CO 80120 Telephone: 303-534-4822 Fax: 303-534-9021 TO BUYER: Eagle County, Colorado Attn:Toby Sprunk P 0 Box 850 500 Broadway Eagle, CO 81631 Telephone: (970)328-8698 Fax:(970)328-7185 Email: Toby.Sprunk @eaglecounty.us With a copy to: Eagle County Attorney's Office PO Box 850 500 Broadway Eagle,CO 81631 Telephone: (970)328-8685 Fax: (970)328-8689 Email: Diane.Mauriello @eaglecounty.us r. 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 Contract 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. s. Agreements,indemnities,representations,covenants and warranties on the part of Seller contained in this Contract,Addendum,or any amendment or supplement hereto shall survive the Closing and delivery of deed hereunder and shall not be merged thereby. t. 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. u. Buyer may engage consultants to perform mineral studies and to render an opinion on the likelihood of mineral development on the land. Buyer may notify Seller of any unsatisfactory condition on or before the Inspection Objection Deadline.If the Parties are unable to mutually agree to a resolution of such unsatisfactory condition or the Buyer does not withdraw its objection prior to the Inspection Resolution Deadline this Contract shall terminate and the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. Alternatively,Buyer has the right to terminate the Contract based on the acceptability of the mineral study or opinion as determined by Buyer in its sole and subjective discretion on or before the Inspection Resolution Deadline in which event the Parties shall be released from their respective obligations under this Contract and the Earnest Money shall be returned to Buyer. 7 initials v. The parties acknowledge that Spencer A.DePree is a licensed real estate broker in the State of Colorado. No commission shall be due from Buyer as a result of this Contract. w, Buyer shall not be required to participate or engage in a 1031 Exchange in connection with the • sale of the Property. x. Seller shall execute all documents required by Title Company to delete standard exceptions (including exceptions relating to leases affecting the Property) from the title commitment and title insurance policy to be issued to Buyer. Buyer: Seller: Eagle County,Colorado Spencer A. DePree and Susan A. DePree By and through its Board of County Commissioponers By; —�CK�/i�Q... By: F-t bM-K.VI— By: Z.L..c_z 8 ,52.1 initials