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05-16-2003 Contact to Sell Greenbrier Condo AssocCONTRACT TO SELL TEMPORARY AND PERMANENT EASEMENTS The Greenbrier Condominiums Association, Inc., hereinafter called "Owner," whose address is c/o Richard Bolduc, P.O. Box 5800, Avon, Colorado 81620, of the County of Eagle and State of Colorado, agrees to sell to TOWN OF AVON, whose address is P. O. Box 975, Avon, Colorado 81620, hereinafter called "the Town" and the Town agrees to purchase the following described interests in real property situate in the County of Eagle, State of Colorado, to -wit: See Exhibits "A" and "B," attached hereto and incorporated herein by this reference, together with all improvements thereon and appurtenances thereto currently on the premises, in their present condition, ordinary wear and tear excepted, for the purchase price of $389 and subject to all terms and conditions hereof as follows: 1. Owner shall convey to the Town a permanent easement over and across the real property described in Exhibit "A" and shall convey to the Town a temporary easement over and across the real property described in Exhibit `B." 2. At a closing to be held on May 16, 2003, (or by mutual agreement at an earlier date) Owner shall execute and deliver to the Town the following: a) A good and sufficient permanent easement for the property described in Exhibit "A." b) A good and sufficient temporary construction easement for the property described in Exhibit `B." 3. It is agreed by the parties hereto that upon execution of this Contract to Sell by the Owner and the Town that the Town, its contractors, agents, employees and all others deemed necessary by the 'own, shall have the irrevocable right to possess and use all of the real property described on Exhibits "A" and "B," attached hereto. 4. Loss or damage to the property from any cause, including, but not limited to, fire, vandalism, or acts of God, from the date of this contract until the conveyance of said deed from Owner to the Town, shall be at the risk of the Owner. If, prior to the closing, property is destroyed or damaged in whole or in part, this contract may be canceled at the option of the Town. The Town, at its option shall have the right to proceed with specific performance of this Contract despite such damage, provided that the Town shall be entitled to all the credit for insurance proceeds resulting from such damage, not exceeding, however, the total purchase price. 5. Time is of the essence hereof, and all terms, conditions and covenants shall be tendered or performed as specified herein. 6. Owner represents and covenants to the Town that it is the only party who has a fee interest in the property described in Exhibit "A" and that to the best of the Owner's knowledge, there are no other interested parties in said property. 7. Owner represents and warrants, as of the date hereof and as of the date of closing, that the following are true and correct: 7.1 SOILS. That Owner has no knowledge of any patent or latent defects, soil deficiencies, or subsurface anomalies existing on the property. 7.2 NO LITIGATION OR INVESTIGATION. That there is no pending or threatened litigation, proceeding, or investigation by any governmental authority or any other person known to Owner against or otherwise affecting the Property, nor does Owner know of any ground for any such litigation, proceedings or investigations; and 7.3 NO CONDEMNATION. That Owner has received no written or official notice of any condemnation proceedings against the whole or any part of the Property, except that notice received from the Town; and 7.4 DOCUMENTS. Each and every document schedule, item, or other information delivered or to be delivered by the Owner to the Town hereunder, or made available to the Town for inspection hereunder, shall be true, accurate, and correct; and 7.5 NO SPECIAL ASSESSMENTS. There are no special assessments which now burden or encumber the Property, and there are no special assessments currently proposed as to the Property; and 7.6 NO LEASES. There are no leases, tenancies or rental agreements relating to the Property, or to any part thereof, which cannot be terminated by Owner on or prior to the date of closing of the transactions provided in the contract; and 7.7 NO EASEMENTS. Owner has not granted or created, and has no knowledge of any third parties who may have the right to claim or 2 assert any easement, right -of -way or claim of possession not shown by record, whether by grant, prescription, adverse possession or otherwise, as to any part of the Property; and 7.8 NO LANDFILL. No part of the Property has ever been used as a land fill, and no materials have ever been stored or deposited upon the Property which would under any applicable governmental law or regulation require that the Property be treated or materials removed from the Property prior to the use of the Property for any purpose which would be permitted by law but for the existence of said materials on the Property; and 7.9 NO POLLUTION. (i) the real estate is not contaminated with any hazardous substance; (ii) Owner has not caused and will not cause, and to the best of Owner's knowledge, after diligent investigation and inquiry, there never has occurred, the release of any hazardous substance on the real estate; (iii) the real estate is not subject to any federal, state or local "superfi nd" lien, proceedings, claim, liability or action, or the threat or likelihood thereof, for the cleanup, removal, or remediation of any such hazardous substance from the real estate or from any other real property owned or controlled by Owner or in which Owner has any interest, legal or equitable; (iv) there is no asbestos on the real estate; (v) there is no underground storage tank on the real estate; (vi) by acquiring the real estate, Town will not incur or be subject to any " superfund" Liability for the cleanup, removal or remediation of any hazardous substance from the real estate or any liability, cost, or expense for the removal of any asbestos or underground storage tank from the real estate. The terms "hazardous substance," "release," and "removal," as used herein shall have the same meaning and definition as set forth in paragraphs (14), (22) and (23), respectively, of Title 42 U.S.C. § 9601; provided, however, that the term "hazardous substance," as used herein, also shall include "hazardous waste," and defined in paragraph (5) 42 U.S.C. § 6903 and "Petroleum," as defined in paragraph (8) of 42 U.S.C. § 6991. The term "superfund," as used herein, means the Comprehensive Environment Response, Compensation and Liability Act, as amended, Title 42 U.S.C. § 9601, et seq., as amended, and any similar state statute or local ordinance applicable to the real estate, and all rules and regulations promulgated, administered and enforced by any governmental agency or authority pursuant thereto. The term "underground storage tank," as used herein, shall 3 have the same meaning and definitions as set forth in paragraph (1) of 42 U.S.C. § 6991. Owner agrees to cooperate with the County of Eagle in completing an environmental audit. Should the above referenced environmental audit reveal any hazardous materials, then the Town has the express option of terminating this Contract. 8. The parties hereto agree that, except for such of the terms, conditions, covenants and agreements hereof which are, by their very nature, fully and completely performed upon the closing of the purchase -sale transaction herein provided for, all of the terms, conditions, representations, warranties, covenants and agreements herein set forth and contained shall survive the closing of any purchase -sale transaction herein provided for and shall continue after said closing to be binding upon and inure to the benefit of the parties hereto, their successors and assigns. 9. When duly executed by all the parties, this agreement shall be specifically enforceable by any court of competent jurisdiction, and the non - defaulting party shall be entitled to costs and reasonable attorney's fees against the defaulting party for its failure to perform hereunder. In the event that Owner should default in this agreement, the Town, at its option, may: (1) terminate this agreement and proceed with a condemnation action, and the Town may utilize this agreement as an admission of the value of the property being acquired, or (2) bring an action against Owner for specific performance, or damages, or both. 10. This Contract is an integration and expresses the entire agreement between all the parties, and the parties hereto agree that neither has made or authorized any agreement with respect to the subject matter of this instrument other than expressly set forth herein, and no oral representation, promise, or consideration different from the terms herein contained shall be binding on either party, or its agents or employees, hereto. 11. If this agreement is executed by the Owner on or before the 30th day of April, 2003, and by the Town on or before the 13th day of May, 2003, this instrument shall become a contract between said parties and shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. 12. Whenever used herein, the singular number shall include the plural, the plural the singular•, and the use of any gender shall be applicable to all genders. All of the covenants herein contained shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. DATED this day of 12003. 4 ATT 1 '1(c Town"'berIJ STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) TOWN OF AVO By: M_,your The foregoing document as subscribed and sworn to before me, the undersigned Notary Public, on theq?,�+-�' day of , 2003, by My commission expires: Witness n STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing document was acknowledged before me this 30V- - day of 2003, by QLgT fl 5 , Mayor, and by own Clerk, of the Town of Avon. My commission expires: Witness my hand and official seal. 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O LZ O� 1 r � �z } z z i 4, ''z^ W m iJ y oY Z�26 9 60 EP�ER v�Es� e X60 GREED RG�I.� c • K ter- Mountain Engineering »a. REAL PROPERTY TO BE ACQUIRED FOR TEMPORARY EASEMENT FOR THE TOWN OF AVON, BUCK CREEK DRAINAGE PROJECT PARCEL TE -5 DESCRIPTION A parcel of land No. TE -5 of the Town of Avon. Colorado, containing 0.008 acres, more or less. situated in Lot 34, Block 2, Benchmark at Beaver Creek Subdivision. as recorded in the Office of the Clerk and Recorder of Eagle County, Colorado, at Book 274, Page 701, on September 5, 1978, and being more particularly described as follows: Commencing at the southeasterly corner of said Lot 34, common to the southwesterly corner of Lot 73/74 Benchmark at Beaver Creek Subdivision and on the northeasterly right of way line of West Beaver Creek Boulevard: Thence N27 °05'23 "W along said common line a distance of 27.26 feet to the True Point of Beginning; Thence N27 °05'23 "W continuing along said common line a distance of 33.82 feet to a point: Thence S66 °57'07 "E a distance of 32.32 feet to a point on the westerly line of a 25' existing drainage easement; Thence S39 °23'53 "W along the westerly line of said drainage easement a distance of 22.59 feet to the True Point of Beginning. The above described parcel contains 350 square feet (0.008 I hereby state that the above described legal description . a: under my direct supervision.} Date Duane D Pro iect No. 03 -0018 H: \Inlet- mountain \legal \Parcel TE -t or less: .0 ..j mi 8392 Continental Divide Road, Suite #1107 • Littleton, Colorado 80127 • Phone: 303/948 -6220 • Fax: 303/948 -6526 77 Metcalf Road, 4200 • Box 978 • Avon, Colorado 81,620 Phone: 970/949 -5072 • From Denver Direct: 893 -1531