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<br />specified addenda, constitute the entire agreement between the parties relating to the subject hereof, and any
<br />prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract.
<br />No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or enforceable
<br />unless made in writing and signed by the parties. Any right or obligation in this Contract that, by its terms, exists
<br />or is intended to be performed after termination or Closing survives the same. Any successor to a Party receives
<br />the predecessor's benefits and obligations of this Contract.
<br />27. NOTICE, DELIVERY, AND CHOICE OF LAW.
<br />27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing,
<br />except as provided in § 27.2, and is effective when physically received by such party, any individual named in this
<br />Contract to receive documents or notices for such party, the Broker, or Brokerage Firm of Broker working with
<br />such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage
<br />Firm).
<br />27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic
<br />form to Buyer or Seller, any individual named in this Contract to receive documents or notices for such party, the
<br />Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be
<br />received by the party; not Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email
<br />or nth.
<br />27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at
<br />the email address of the recipient, (2) a link or access to a website or server provided the recipient receives the
<br />information necessary to access the documents, or (3) facsimile at the Fax No. of the recipient.
<br />27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in
<br />accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a
<br />contract in Colorado for real property located in Colorado.
<br />28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by
<br />Buyer and Seller, as evidenced by their signatures below, and the offering party receives notice of such
<br />acceptance pursuant to § 27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If
<br />accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be
<br />executed by each party, separately, and when each party has executed a copy thereof, such copies taken
<br />together are deemed to be a full and complete contract between the parties.
<br />29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith
<br />including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing
<br />Conditions and Obligations, Title Insurance, Record Title and Off -Record Title, New ILC, New Survey and
<br />Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence, Buyer Disclosure and Source of
<br />Water.
<br />ADDITIONAL PROVISIONS AND ATTACHMENTS
<br />30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the
<br />Colorado Real Estate Commission.)
<br />1. This contract and Buyer's obligation to close and its other obligations hereunder are expressly
<br />conditioned upon the adoption by the City Council of Louisville of a resolution ratifying the
<br />execution of this contract and adoption and final effectiveness of an ordinance required for
<br />Buyer's purchase of the Property and appropriation of funding thereof. In the event such
<br />resolution and ordinance are not adopted and fully effective by August 31, 2016 (including
<br />completion of required publication and expiration and/or exhaustion of any rights of
<br />referendum), this contract shall terminate, all earnest money shall be returned to Buyer, •and both
<br />parties shall be released from all liability and further obligations hereunder (unless the Seller and
<br />Buyer mutually agree to extension of such August 31, 2016 date). It is acknowledged that
<br />adoption of such resolution and ordinance are at the the discretion of the City Council.
<br />2. Pursuant to Paragraph 3, Item 36, the closing shall occur within 5 business days of final
<br />effectiveness of the City Council Ordinance authorizing the purchase.
<br />3. If located on the Property, any existing trash enclosure facilities shall be removed off the
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