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assign undivided 25% interests to Louisville and Lafayette m the conservation easements over <br />the Lots at closing <br />H The Parties desire to set forth their agreement concerning allocation of <br />transactional costs incurred in connection with the purchase of the Property, management of the <br />Property, and additional terms and conditions <br />AGREEMENT <br />NOW, THEREFORE, in consideration of the recitals, promises, covenants, and <br />undertakings hereinbefore and hereinafter set forth, the Parties agree as follows <br />1 At closing, upon receipt of the deed for the Property and payment by the Parties <br />of the purchase price, the County will transfer a 25% undivided interest in the Property each to <br />Lafayette and to Louisville by special warranty deed <br />2 Upon payment by the Parties of the purchase pnce, the Parties will receive a <br />bargain and sale deed at closing, transfemng the water rights to the Parties in their respective <br />interest amounts <br />3 Upon payment by the Parties of the purchase pace, Louisville and Lafayette will <br />each receive an undivided 25% mterest in the Centennial House Lot conservation easement and <br />the Rental House Lot conservation easement <br />4 The Parties agree to split the costs of the updated survey, phase 1 environmental <br />audit of the Property, and all other pre-closing transactional costs and closing costs, to be paid at <br />closing in their Property ownership percentages <br />5 The Parties shall convey to each other good and sufficient deeds of conservation <br />easement in gross, properly executed and acknowledged, covering each entity's undivided <br />interest in the Property ("Reciprocal CEs") The Reciprocal CEs shall be substantially m the <br />form as set forth in Exhibit B and shall be conveyed at or promptly after the closing on the <br />Property <br />6 The Parties agree that the County will manage the Property and all costs mcurred <br />with the management of the Property and all proceeds of any lease of the Property shall be <br />County's, if and until the Parties agree otherwise in wasting The Parties will cooperate in the <br />development of management plans for the Property <br />7 The Parties agree that the County will pay the assessments associated with the <br />Water Rights Louisville and Lafayette hereby appoint County to be its proxy at ditch company <br />meetmgs <br />Mayhoffer 3 IGA <br />2 <br />