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AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS <br />THIS AGREEMENT OF SALE ANDIURCHASE AND JOINT ESCROW INSTRUCTIONS ( "Agreement ") <br />is made and entered into as of this2-3day of August, 2013, by and between Passco Colorado Tech Industrial, <br />LLC, a Delaware limited liability company (the "Seller "), and (B) City of Louisville (the "Buyer"). In <br />consideration of the mutual agreements contained in this Agreement and for other good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell, and Buyer <br />desires to purchase, the Property described below, for the Purchase Price and upon the terms and conditions set <br />forth below: <br />ARTICLE 1 <br />CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS <br />This Article 1 sets forth certain definitions and fundamental provisions for purposes of this Agreement. <br />1.1 <br />"Buyer's Address" means: <br />749 Main Street <br />Louisville, Colorado 80027 <br />Attn: Malcolm Fleming <br />City Manager <br />Facsimile: 303 - 335 -4550 <br />Telephone No.: 303 - 335 -4533 <br />Email:malcolmf@louisvilleco.gov <br />With a copy to: <br />Light, Kelly & Dawes, P.C. <br />1512 Larimer Street, Suite 300 <br />Denver, Colorado <br />Attn: Sam Light <br />Facsimile: 303 - 298 -1627 <br />Telephone No.: 303 - 298 -1601 <br />Email: slight @lkdpc.com <br />1.2 "Closing Date" means October 15, 2013 (or any other date which is approved <br />writing by both Buyer and Seller). <br />in <br />1.3 "Deposit" means One Hundred Seventy Thousand Dollars ($170,000.00). The Deposit <br />shall be increased by all interest actually accrued thereon while held by the Escrow Holder. <br />1.4 "Effective Date" means the date of mutual execution of this Agreement by facsimile, <br />scanned pdf or original (which date shall be confirmed in writing to the Buyer and the Seller by the Escrow <br />Holder upon receipt of fully executed copies of this Agreement). <br />1.5 "Escrow Holder" means First American Title Insurance Company, whose address is: <br />First American Title Insurance Company <br />18500 Von Karman Avenue Ste. 600 <br />Irvine, California 92612 <br />Attn: Patty Beverly <br />Telephone No.: 949 - 885 -2465 <br />Email: pbeverly @firstam.com <br />1.6 "Inspection Period" means the period commencing on the Effective Date and ending <br />at 5:00 p.m., P.S.T., on October 8, 2013. <br />Passco.Colorado Tech.City of Louisville P &S Agt (execution version) <br />