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7. Conflict. In the event of any conflict between the Agreement and this Amendment, the <br />terms and conditions of this Amendment shall control. <br />8. Counterparts. This Amendment may be executed in counterparts, each of which shall be <br />deemed an original and all of which together shall constitute the binding and enforceable <br />agreement of the parties hereto. <br />IN WITNESS WHEREOF, this Amendment to Purchase and Sale Agreement is made of the day <br />and year first above written. <br />SELLER: <br />CITY OF LOUISVILLE, COLORADO, a <br />Colorado municipal corporation <br />By: <br />Robert P. Muckle, Mayo <br />ATTEST: <br />By: <br />Nancy Varra, Cit Clerk <br />PURCHASER; <br />LOUISVILLE MILL SITE, LLC, a <br />Colorado limited liability company <br />By: <br />Randall C. Caranci, Member <br />