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ASSIGNMENT OF REAL ESTATE PURCHASE CONTRACT
<br /> THIS ASSIGNMENT OF REAL ESTATE PURCHASE CONTRACT("Assignment") is made and entered
<br /> into this 23 day of August, 2012, by and between Amterre Property Group, LLC,a Pennsylvania limited liability
<br /> company("Assignor")and the City of Louisville, a Colorado home rule municipal corporation("Assignee").
<br /> RECITALS
<br /> Whereas, Assignor, as Buyer, entered into a certain Contract To Buy And Sell Real Estate (Commercial)
<br /> dated May 8, 2012 (the "Purchase Contract") relating to the purchase from Barbara R. Stahr, Michael K. Decker,
<br /> and Phillip T. Decker("Seller")of the real property described herein below:
<br /> TRACT 712 8-IS-69 1.21 AC M/L PER DEED 952513, known as 540 and 544
<br /> Front Street(County Road 124), Louisville CO 80027
<br /> and related appurtenances and personal and intangible property(collectively,the"Property").
<br /> As permitted by Section 2.2 of the Purchase Contract, the Assignor desires to assign to the Assignee all of
<br /> the rights and obligations of the Buyer under the provisions of the Purchase Contract and the Assignee desires to
<br /> accept such assignment, all upon the terms and conditions which are hereinafter set forth.
<br /> NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual entry into this Assignment by the
<br /> parties hereto, and for other good and valuable consideration as described below, the parties hereto hereby agree as
<br /> follows:
<br /> Section 1. Assignment and Assumption.
<br /> Assignor hereby assigns to the Assignee, and Assignee hereby accepts and assumes from the Assignor, all
<br /> of the Assignor's rights and obligations under the provisions of the Purchase Contract, including, by way of example
<br /> rather than of limitation, all of the Assignor's right, title and interest in and to any and all earnest money deposits
<br /> previously disbursed by Assignor, all of the Assignor's rights of access to the Property, and all of the Assignor's
<br /> rights to certain remedies if Seller defaults.
<br /> Section 2. Reimbursement for Prior Advancements.
<br /> Assignor has previously made certain disbursements, including the earnest money payment of$25,000 and
<br /> legal, accounting, inspection and related costs in furtherance of consummating the purchase of the Property. At the
<br /> time of execution of this Assignment, Assignee shall deliver to Assignor a check in an amount not to exceed a total
<br /> of$45,000,to reimburse Assignee for earnest money paid for the opportunity to purchase the property, not to exceed
<br /> $25,000, and to reimburse Owner for actual expenses incurred in furtherance of this transaction, in an amount not to
<br /> exceed $20,000 for documented actual expenses not including overhead costs.
<br /> Section 3. Indemnification.
<br /> By acceptance of this Assignment, Assignee hereby agrees to defend, indemnify and hold harmless the
<br /> Assignor against and from any and all liability to Seller for any default by the Assignee in performing its obligations
<br /> as the Buyer under the provisions of the Purchase Contract.
<br /> Section 4. General.
<br /> 4.1 Complete Understanding. This Assignment represents the complete understanding between the
<br /> parties hereto as to the subject matter hereof, and supersedes all prior negotiations, representations, guarantees,
<br /> warranties, promises, statements or agreements, either written or oral, between the parties hereto with respect to the
<br /> same.
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