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5. PURCHASE PR10E AND TERMS
<br />a. Beaver Park agrees to sell to Penrose, and Penrose agrees to purchase from Beaver Park, at the price and upon the
<br />terms and conditions set foRh below, Beaver Park's right, title and interest in 500 AF of Storage Space in Brush Hollow
<br />Reservoir as conditioned by this document. The total purchase price shall be $2;500,000.00 payable in U.S. dollars by
<br />Penrose to Beaver Park as follows:
<br />b. Partial Payment: The contingency fee in the amount of $25,000 shall be paid to and held in escrow as described
<br />in 4a. Such funds shall be applied to the purchase price at Closing as described in 4a.
<br />c. Cash Purchase: Penrose will pay Beaver Park $2,475,000.00 at closing in cash, certified check, cashier's check,
<br />or by electronic transfer of fund ("Ctosing Funds") in accordance with the terms of this Agreement.
<br />d. Optional Owner-carried Purchase: $1,000,000.00 at Closing to be paid by Penrose to Beaver Park, in cash,
<br />certified check, cashier's check, or by electronic transfer of funds ("Closing Funds") in accordance with the terms of this
<br />Agreement. Penrose.will pay Beaver Park the balance of $1,475,000.00 in 30 equal, annual installment payments including
<br />a 4.0% annual interest rate assessed upou the principal balance due. Such payments will be made in the amounts as set forth
<br />itl the QmOrtization sehedule to be attached. as Exhibit A. Payments will be payable in cash, certified check, cashier's check
<br />or by electronic transfer of funds in accordance with the terms of this agreement. This owner carried purchase witl be
<br />secured by a Deed of Trust.
<br />e. Closing: Subject to the satisfaction of the terms and conditions of this Agreement pertaining to Closing, the
<br />Closing of the purchase and sale of the "Property" shal] take place within thirty (30) days after Penrose provides written
<br />notice to Beaver Park that Penrose has obtained financing for this purchase and the parties have satisfied all other
<br />contingencies of this Agreement, or on sach earlier date as is mutually agreed to by the parties. The Closing shall be held at
<br />the office of Penrose or at such other place as is mutually agreed to by the parties.
<br />6. TRArSFER OF TITI,E
<br />Subject to tender of payment at the Closing of the Purchase Price as described above and compliance by Penrose and
<br />Beaver Park with the other terms and conditions of this Agreement, Beaver Park shall execute aad deliver to Penrose, a
<br />General Warranty Deed conveying the "Property" in the Reservoir to Penrose free and clear of all ]iens. Penrose and its
<br />attorneys have reviewed the Access Lease and Conservation Pool Agreement dated 7anuary 3, 1978 ("Access Lease"}, as
<br />amended October 1, 1981 and May 3, 1983, between Beaver Park and the Colorado Division of Wildlife. Penrose and its
<br />attorneys shall review the Title Commitment issued by Stewart Title regarding the real property upon which Brush Hoflow
<br />Reservoir is situated. Penrose agrees that none of the matters or documents mentioned in said Access Lease or on. the
<br />agreed upon list of exceptions and conditions to be attacned as Exhibit B, lien, encumber, restrict oc otherwise affect the
<br />marketability of the "Property".
<br />7. FUTURE PAYMENTS
<br />s.. Upper aad Lower Caaal and Tntra-Ditch Exchauge:
<br />Penrose agrees to pay Beaver Park for the delivery of Penrose's stored water through the intra-ditch exchange and through
<br />the Lower Canal to the G St. Pump Station. Allowable charges for routine operations and maintenance are the d'uect costs,
<br />to include, but not limited to operational, administrative, labor, labor burden, materials, power, and equipment costs as
<br />defined by the Rental Rate Bluebook, or the RS Means Cost Book, or comparable and commonly available equipment cost
<br />reference, dependent upon operational and administrative conditions of those releases and intra-ditch excl�anges.
<br />b. Penrose-Arkansas Pipeline: Beaver Park agrees to pay Penrose for the delivery of Beaver Park's water from the
<br />Arkansas River to the Reservoir. Allowabte charges are pro-rata pumping costs, routine operations and maintenance, and
<br />other direct costs to include, but not limited to operational, administrative, ]abor, ]abor burden, materials, power, and
<br />equipment costs as defined by the Rental Rate Btuebook, or the RS Means Cost Book or comparable and commonly
<br />available equipment cost reference, dependent upon operational and administrative conditions of those deliveries.
<br />c. Brus6 Hollow Reservoir: Penrose agrees to pay Beaver Park for the direct costs associated with storage of 500
<br />AF of water. Allowable charges for routine operations and maintenance are the direct costs, to include, but not limited to
<br />operational, administrative, labor, labor burden, materials, power, and equipment costs as defined by the Rental Rate
<br />Bluebook, or the RS Means Cost Book, or comparable and commonfy available equipment cost reference, dependent upon
<br />operational and administrative conditions for that storage.
<br />d. Project Costs: Penrose shall bear the complete cost of the Penrose-Arkansas Pipeline, including but not limited to
<br />design engineering, review by Beaver Park's engineer, as described in paragraph 2, as well as approval by the State
<br />Engineer, all construction, reviews, and remediation needed. Penrose will bear the complete costs of all measuring devices
<br />to effectively account for Penrose's water movement within the Beaver Park/Penrose system.
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