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Home My WebLink AboutDRB140563_TITLE REPORT-080414 - Closing Keith to Gore - 223 BD_1418675100.pdf HERITAGE TITLE COMPANY, INC. 390 Union Blvd., Suite 520, Lakewood, CO 80228 Phone: (303)989-5575 Fax: (303)628-1667 Buyers/Borrowers Closing Statement • FINAL Escrow No: H0405936-025 TN Close Date:08/04/2014 Proration Date:08/04/2014 Date Prepared:08/01/2014 Buyer(s)/Borrower(s): Gore Creek Properties LLC,a Colorado limited liability company Seller(s): J. Keith Edwards Property: 223 Beaver Dam Road Vail, CO 81657 Brief Legak Lot(s) 39,Block 7,of Vail Village Filing I Description Debit Credit TOTAL CONSIDERATION: Total Consideration 7,410,972.58 NEW AND EXISTING ENCUMBRANCES: New Loan from First Western Trust Bank 3,250,000.00 NEW LOAN CHARGES: Loan Origination Fee to First Western Trust Bank 16,000.00 Appraisal Fee to Ebert 1,000.00 Appraisal Review to Kilty 450.00 Flood Certification to Factual Data 16.00 Prepaid Release fee to First Western Trust Bank 31.00 REAL ESTATE CLOSING CHARGES Escrow Fee to Heritage Title Company,Inc. 450.00 RECORDING FEES: Aggregate recording fee to CLerk and recorder 108.00 ADDITIONAL CHARGES: 2013 Taxes paid in full to Denver CO Treasurer (POCB 23,259.28) Class A Fee to Top Rock Holdings LLC 40,500.00 Class A Fee to HM Capital 13,500.00 Escrow Account to Gore Creek Properties 190,000.00 TITLE CHARGES: Lenders Policy$3,250,000.00 to Heritage Title Company,Inc. 2,995.00 Tax Cert to Heritage Title Company,Inc. 10.00 2nd 1/2 of hold open to Heritage Title Company,Inc. 108.00 ALTA 8.1 to Heritage Tale Company,Inc. 50.00 • Loan Close Fee to Heritage Title Company, Inc. 335.00 Sub Totals 7,676,525.58 3,250,000.00 Balance Due From Buyer/Borrower 4,426,525.58 Totals 7,676,525.58 7,676,525.58 Buyer(s)/Borrower(s): Gore Creek Properties LLC,a Colorado limited liability company By. Top Rock Holdings Inc,its manager • AphJosephNageI, Psident Settlement Agent HERITAGE TITLE COMPANY, INC. 08 by Ta/ Printed by Tami Navas on 08/01/2014-10:51:10AM Page 1 of 1 HERITAGE TITLE COMPANY, INC. 390 Union Blvd., Suite.520, Lakewood, CO 80228 Phone: (303)989-5575 Fax: (303)628-1667 Sellers Closing Statement FINAL Escrow No: H0405936-025 TN Close Date:08/04/2014 Proration Date: 08/04/2014 Date Prepared 08/01/2014 Seller(s): J. Keith Edwards Buyer(s)/Borrower(s): Gore Creek Properties LLC,a Colorado limited liability company Property: 223 Beaver Dam Road Vail,CO 81657 Brief Legal: Lot(s) 39,Block 7,of Vail Village Filing 1 Description Debit Credit TOTAL CONSIDERATION: Total Consideration 7,410,972.58 PAYOFFS: Payoff to Top Rock LLC 7,410,972.58 Payoff 7,410,972.58 Sub Totals 7,410,972.58 7,410,972.58 Balance Due From Seller 0.00 Totals 7,410,972.58 7,410,972.58 Seller(s): J.Keit• Edwa •s Settlement Agent HERITAGE TITLE COMPANY, INC. by Tami Listing Agent: Printed by Tami Navas on 08/01/2014-10:51:11AM Page 1 of 1 a 1.1.a.vcrnnn Mon I yr nvuoirio Ann)UMW'ucv wl-wo I _• •••-- --•-• �...-..-.---...�„� SETTLEMENTSTATEMENT 1. 0 FHA 2. 0 FMHA 3. III COW.UNINS. Heritage Title Company, Inc. 4. El VA s. 0 COW INS. 390 Union Blvd., Suite 520 6.ESCROW FILE NUMBER 7.LOAN NUMBER: Lakewood,CO 80228 H0405936-025 TN 00000012558 8.MORTGAGE INSURANCE CASE NUMBER FINAL C.NOTE This form is furnished to give you a statement of actual settlement costa Amounts paid to and by the settlement agent are shown. Items marked¶P.O.c.y were paid outside the dosing;they are shown here forinfmmational purposes and are not included in the totals. D.NAME OF BORROWER Gore Creek Properties LLC,a Colorado limited liability company ADDRESS OF BORROWER 1225 17th Street#2420 Denver,CO 80202 E.NAME OF SELLER: J. Keith Edwards ADDRESS OF SELLER F.NAME OF LENDER: First Western Trust Bank ADDRESS OF LENDER 1900 16th Street, Denver,CO 80202 G.PROPERTY LOCATION 223 Beaver Dam Road, Vail,CO 81657 Eagle 210107112004 R009840 Lot(s) 39,Block 7,of Vail Village Filing 1 H.SETTLEMENT AGENT: Heritage Title Company, Inc. PLACE OF SETTLEMENT: 390 Union Blvd.,Suite 520,Lakewood,CO 80228 I.SETTLEMENT DATE 08/04/2014 PRORATION DATE 08/04/2014 FUNDING DATE: 08/04/2014 SIGNING DATE: 08/04/2014 DISBURSE DATE: 08/04/2014 J. SUMMARY OF BORROWER'S TRANSACTION K. SUMMARY OF SELLER'S TRANSACTION 100.Gross Amount.Due From Borrower. 400..Gross AmounfDue To Seller: 101.Contract Sales Price 7,410,972.58 401.Contract Sales Price 7,410,972.58 102.Personal Property 402.Personal Property 103.Settlement charges to Borrower(line 1400) 265,553.00 403. 104.Payoff to Deleted 404. 105. 405. Adjustments For Items Paid By Seller In Advance: Adjustments For Items Paid By Seller In Advance: 106.City/Town Taxes 406.City/Town Taxes 107.County Taxes 407.County Taxes 108.Assessments 408.Assessments 109. 409. 110. 410. 111. 411. 112. 412. 113. 413. 114. 414. 115. 415. 120.Gross Amount Due from borrower. 7,676,525.58 420.Gross Amount Due to Seller 7,410,972.58 200.Amounts Paid by"orin behalf of>Borrower: 500.Reductions;In Amount Due Ta Setter. 201.Deposit or earnest money 501.Excess deposit(see instructions) 202.Principal amount of new loan(s) 3,250,000.00 502.Settlement charges to Seller(line 1400) 0.00 203.Existing loan(s)taken subject to 503.Existing loan(s)taken subject to 204. 504.Payoff to Top Rock LLC 7,410,972.58 205. 505.Payoff of second mortgage loan 206. 506. 207. 507. 208. 508. 209. 509. Adjustments For Items Unpaid By Seller. Adjustments For Items Unpaid By Seller: 210.City/Town Taxes 510.City/Town Taxes 211.County Taxes 511.County Taxes 212.Assessments 512.Assessments 213. • 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. • 519. 220.Total Paid By/For Borrower 3,250,000.00 520.Total Reductions IniAmouM Due Seller 7,410,972.58 300.Cash at:Settlement frororn/to Bortower. 600.Cash:at:Settlement to/from Seller: 301.Gross amount due from Borrower(line 120) 7,676,525.58 601.Gross amount due to Seller(line 420) 7,410,972.58 302.Less amount paid by/for Borrower(line 220) 3,250,000.00 602.Less reductions in amount due Seller(line 520) 7,410,972.58 303.Cash FROM Borrower. 4,426,525.58 603.Cash FROM Seller. 0.00 Hudc.rpt(10/31/2012) Printed by Tami Navas on 08/01/2014 at 10:50:46 AM c*.Kvvv r ILC NuMCCK: Mu4u093ti-D2t) I N OMB No.2502-026 L. SETTLEMENT CHARGES: 700.Total SalesiBrtoke''s Commission: Based on Price$7,410,972.58 @%=0.00 Division of Commission(line 700)follows: Paid from Paid from 701. Borrower's Seller's Funds at Funds at 702. Settlement Settlement 703.Commission paid at settlement 704. 800.Items Payable let Connection With:Loan: 801.Loan Origination Fee%to First Western Trust Bank 16,000.00 802.Loan Discount Fee 803.Appraisal Fee to Ebert 804.Credit Report 1,00000 805.Lenders inspection Fee 806.Mortgage Insurance Application Fee 807.Assumption Fee 808.Appraisal Review to Kitty 450.00 809.Flood Certification to Factual Data 810.Prepaid Release fee to First Westem Trust Bank 16.00 31.00 900.Items Required BYLender to Be Pa7ddn;Advance: 901.Interest 902.Mortgage Insurance Premium 903.Hazard Insurance Premium 904. 1000. Reserves Deposited With-tender: . 1001.Hazard Insurance 1002.Mortgage Insurance 1003.City Property Taxes 1004.County Property Taxes 1005.Annual Assessments 1006. 1007. 1008.Aggregate Adj. months @$ per month - 0.00 1100.Title Charges: . 1101.Settlement or closing fee to Heritage Tale Company, Inc. 450.00 1102.Abstract or tide search 1103.Title examination 1104.Title insurance binder 1105.Document preparation 1106.Notary Fees 1107.Attorney's Fees (includes above item numbers:) 1108.Title Insurance (included above item numbers:) 1109.Lender's coverage$3,250,000.00 to Heritage Title Company, Inc. 2,995.00 1110.Owner's coverage$7,410,972.58 to Heritage Title Company,Inc. 1111.Tax Cert to Heritage Title Company,Inc. 10.00 1112.2nd 1/2 of hold open to Heritage Tide Company, Inc. 108.00 1113.ALTA 8.1 to Heritage Title Company,Inc. 50.00 1116.Loan Close Fee to Heritage Title Company,Inc. 335.00 1200.,Government Recording and Transfer Charges: -1201.Recording Fees: 1202.City/County tax/stamps 1203.State tax/stamps 1204.City Transfer Tax 1205.County Transfer Tax 1206.Aggregate recording fee to CLerk and recorder 108.00 1207. 1300:Additional Settlement Charges: 1301.Survey 1302.Pest Inspection 1303.2013 Taxes paid in full to Denver CO Treasurer ($23,259.28 POC) 1304. 1305.Class A Fee to Top Rock Holdings LLC 40,500.00 1306.Class A Fee to HM Capital 13,500.00 1307.Escrow Account to Gore Creek Properties 190,000.00 1400.Total Settlement Charges(Enter on line 103,Section.1-and-line 502,Section K) 265,553.00 0.00 Hudc.rpt(10/31/2012) Printed by Tami Navas on 08/01/2014 at 10:50:46 AM caurcvvv mix NUMOM: NU4Vo`J:RYU2o I N OMB No.2502.0265 BREAKDOWN OF NEW-LOANS . 1 Buyer Seller Description Amount Amount First Western Trust Bank, 1900 16th Street,Denver,CO 80202,Loan#00000012558 3,250,000.00 Total of New Loans. 3,250,000.00 Hudarpt(10/31/2012) Printed by Tami Navas on 08/01/2014 at 10:50:46 AM toc.Rvvv nit NUMbetc: H0405sa6-025 TN OMB No.2502-0265 Payoff Addendum IBREi4KOOWN'OF PAYOFF ON HUD'1ina5041 Payoff to: Top Rock LLC - Loan#: Description Amount Principal Balance 0.00 Interest 0.00 Payoff 7,410,972.58 Total Payoff 7,410,972.58 Total as shown on HUD line#504. 7,410,972.58 Hudc.rpt(10131/2012) Printed by Tami Navas on 08/01/2014 at 10:50:46 AM cor,rcvvv rac NUmacrc: HU4U0yj0-ULb I N OMB No.2502-026 HUD-1 Settlement Statement Certification I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. Buyers Signatures: Sellers Signatures: Gore Creek Properties LLC,a Colorado limited liability company By: Top Rock Holdings Inc,its manager By: Ralph Joseph N el,;mid J. h Edw s Settlement Agent: `/�//► y • Heritage Title Co- .- y, In-. �— " / f Date: WARNING It is a 'me to knowingly make false statements to the United States on this or any similar form Penalties upon conviction can include a fine and imprisonment For details see:Title 18 U.S.Code Section 1001 and.Section 1010. Hudc.rpt(10/31/2012) Printed by Tami Navas on 08/01/2014 at 10:50:45 AM RE: Commitment No. 454-H0405936-025-TN AFFIDAVIT AND INDEMNITY AGREEMENT TO HERITAGE TITLE COMPANY, INC., a Colorado Corporation and Commonwealth Land Title Insurance Company, a Nebraska Corporation. 1. This is written evidence to you that there are no unpaid bills, and to the extent there may be unpaid bills, that the undersigned undertakes and agrees to cause the same to be paid such that there shall be no mechanics or materialmen's liens affecting the property for materials or labor furnished for construction and erection, repairs or improvements contracted by or on behalf of the undersigned on property: legally described as: See Exhibit A attached hereto and made a part hereof. Property Address: 223 Beaver Dam Road, Vail, CO 81657 2. We further represent that to the actual knowledge and belief of the undersigned there are no public improvements affecting the property prior to the date of closing that would give rise to a special property tax assessment against the property after the date of closing. 3. We further represent that to the actual knowledge and belief of the undersigned there are no pending proceedings or unsatisfied judgments of record, in any Court, State, or Federal, nor any tax liens filed or taxes assessed against us which may result in liens, and that if there are judgments, bankruptcies, probate proceedings, state or federal tax liens of record against parties with same or similar names, that they are not against us. 4. We further represent that there are no unrecorded contracts, leases, easements, or other agreements or interests relating to said premises of which we have knowledge. 5. We further represent that to the actual knowledge and belief of the undersigned we are in sole possession of the real property described herein other than leasehold estates reflected as recorded items under the subject commitment for title insurance. 6. We further represent that there are no unpaid charges and assessments that could result in a lien in favor of any association of homeowners which are provided for in any document referred to in Schedule B of Commitment referenced above. 7. We further understand that any payoff figures shown on the settlement statement have been supplied to Heritage Title Company, Inc. as settlement agent by the seller's/borrower's lender and are subject to confirmation upon tender of the payoff to the lender. If the payoff figures are inaccurate, we hereby agree to immediately pay any shortage(s) that may exist. If applicable as disclosed or referred to on Schedule A of Commitment referenced above. The undersigned affiant(s) know the matters herein stated are true and indemnifies HERITAGE TITLE COMPANY, INC., a Colorado Corporation and Commonwealth Land Title Insurance Company, a Nebraska Corporation against loss, costs, damages and expenses of every kind incurred by it by reason of its reliance on the statements made herein. This agreement is executed with and forms a part of the sale and/or financing of the above described premises, and is given in addition to the conveyance and/or financing of the premises in consideration for the conveyance and/or financing, and forms a complete agreement by itself for any action thereon. SELLER: 3. l4eith Edwards State of Colorado County of EAGLE }SS: The foregoing instrument was acknowledged, subscrib-d, and sworn to before me August 4, 2014 by J. Keith Edwards. TAMARA NAVAS A f /� + (SEAL) NoWYPublic � A Stet,of Colorado pAtari Publw' l 4 ( 0 My Commies+o^ � ExDi :0u1v 16,2017 My Commission Expires: LICA;19974012753 RE: Commitment No. 454-H0405955-025-TN REO Loan It AFFINDEM-Affidavit and Indemnity Agreement Exhibit A Lot 39, Block 7, Vail Village, First Filing, according to the plat recorded August 10, 1962 at Reception No. 96382, County of Eagle, State of Colorado. REAL PROPERTY TRANSFER DECLARATION (TD-1000) GENERAL INFORMATION Purpose: The Real Property Transfer Declaration provides essential information to the county assessor to help ensure fair and uniform assessments for all property for property tax purposes.Refer to 39-14-102(4),Colorado Revised Statutes(C.R.S.). Requirements:All conveyance documents(deeds)subject to the documentary fee submitted to the county clerk and recorder for recordation must be accompanied by a Real Property Transfer Declaration. This declaration must be completed and signed by the grantor(seller)or grantee(buyer). Refer to 39-14-102(1)(a),C.R.S. Penalty for Noncompliance: Whenever a Real Property Transfer Declaration does not accompany the deed,the clerk and recorder notifies the county assessor who will send a notice to the buyer requesting that the declaration be returned within thirty days after the notice is mailed. If the completed Real Property Transfer Declaration is not returned to the county assessor within the 30 days of notice, the assessor may impose a penalty of$25.00 or.025%(.00025)of the sale price,whichever is greater. This penalty may be imposed for any subsequent year that the buyer fails to submit the declaration until the property is sold. Refer to 39-14-102(I)(b),C.R.S. Confidentiality: The assessor is required to make the Real Property Transfer Declaration available for inspection to the buyer. However,it is only available to the seller if the seller filed the declaration. Information derived from the Real Property Transfer Declaration is available to any taxpayer or any agent of such taxpayer subject to confidentiality requirements as provided by law. Refer to 39-5-121.5,C.R.S and 39-13-102(5)(c),C.R.S. 1. Address or legal description of real property: Please do not use P.O. Box numbers. 223 Beaver Dam Road,Vail,CO 81657 Lot(s) 39,Block 7,of Vail Village Filing 1 2. Type of property purchased: Single Family Residential 0 Townhome 0 Condominium 0 Multi-Unit Res 0 Commercial 0 Industrial Cl Agricultural 0 Mixed Use 0 Vacant Land ❑Other 3. Date of Closing: August 4,2014 Month Day Year Date of Contract if Different than date of closing: Month Day Year 4. Total sale price: Including all real and personal property. $7,410,972.58 05. Was any personal property included in the transaction? Personal property would include,but is not limited to, carpeting,drapes,free standing appliances,equipment,inventory,furniture. If the personal property is not listed, the entire purc e price will be assumed to be for the real property as per 39-13-102,C.R.S. ❑ Yes No If yes,approximate value$ . Describe 6. Did the total sa price include a trade or exchange of additional real or personal property? If yes,give the approximate ue of the goods or services as of the date of closing. ❑ Yes No If yes,value$ If yes,does this transaction involve a trade under IRS Code Section 1031? 0 Yes 0 No 7. W 100%interest in the real property purchased? Mark"no"if only a partial interest is being purchased. Yes 0 No If no,interest purchased % 8. Is this a trans ction among related parties? Indicate whether the buyer or seller are related. Related parties include pers s within the same family,business affiliates,or affiliated corporations. 0 Yes No 9. Check any of the following that apply to the ndition of the improvements at the time of purchase. ❑ New 0 Excellent 0 Good Average 0 Fair 0 Poor 0 Salvage. Escrow No.454-H0405936-025-Tami Navas If the property is financed,please complete the following. 10. Total amount financed: $ 11. Type of financing: (Check all that apply) ❑ New O Assumed ❑ Seller ❑ Third Party O Combination; Explain 12. Terms ❑ Variable; Starting interest rate ❑ Fixed; Interest rate Length of time years Balloon payment 0 Yes 0 No If yes,amount$ Due date 13. Mark any that apply: OSeller assisted down payments,❑Seller concessions,Special terms or financing. If marked, please specify: • For properties other than residential(Residential is defined as: single family detached,town homes,apartments and condominiums)please complete questions 14-16 if applicable. Otherwise,skip to#17 to coin Tete. 14. Did the purchase price include a franchise or license fee? 0 Yes No If yes, franchise or license fee value$ . 15. Did the purchase price involve an installment land contract? 0 Yes q/ No If yes,date of contract 16. If this was a vacant land sale,was a/on-site inspection of the property conducted by the buyer prior to the closing? 0 Yes 0 No Remarks:Please include any additional information concerning the sale you may feel is important. 17. Signed this August 4,2014. Enter the day,month,and year,have at least one of the parties to the transaction sign the document,and include an address and a daytime phone number. Please designate buyer or seller. BUYER: Gore Creek Properties LLC,a Colorado limited liability corn.any By: To.i;7 •oldin_s Inc,its anager / /��-�t"'' 111 �� :. .h Josepi age reside Signature of Grantee(Buyer) H 18. All Future correspondence(tax bills,property valuations,etc.)regarding this property should be mailed to: Address(mailing) Daytime Phone City,State and Zip Code Escrow No.454-H0405936-025-Tami Navas RPIRNSFR-Rest Property Transfer Declaration Eagle County,CO 201413137 Teak Simonton 08105!2014 POs: 1 03:22:28 PM REC: $11.00 DOC:$0.00 STATEMENT OF AUTHORITY Pursuant to C.R.S. §38-30-172, the undersigned hereby executes this Statement of Authority on behalf of Gore Creek Properties LLC,a Colorado limited liability company an entity other than an individual, capable of holding title to real property (the "Entity"), and states as follows: The name of the Entity is: Gore Creek Properties LLC The Entity is a: Colorado limited liability company (state type of entity and state,country or other government authority under whose laws such entity was formed) The mailing address for the Entity is: 1225 17th Street#2420 Denver CO 80202 The name or position of the person(s) authorized to execute instruments conveying, encumbering,or otherwise affecting title to real property on behalf of the Entity is: Top Rock Holdings Inc.,its manager By: Ralph Joseph Nagel,President The limitations upon the authority of the person named above or holding the•position described above to bind the Entity are as follows: None (if no limitations insert"NONE") Other matters concerning the manner in which the Entity deals with any interest in real property are: (if no matters, leave this section blank) EXECUTED this August 4,2014 BUYER: Gore Creek Properties LLC,a Colorado limited liability company • By: Top Rock Holdings Inc,its manager ' 'v / ` 'r By: Ralph Josep i agel,Pr-di• 't STATE OF COLORADO 1 SS: said COUNTY OF Eagle The foregoing instrument was acknowledged before me this August 4,2014 , by Ralph Joseph Nagel,President of Top Rock Holdings Inc.,as manager of Gore Creek Properties LLC,a Colorado limited liability company Witness my hand and official seal. My commission expires: 9iC lY C t TAMARA NAVAS7,1/,(P(-- Notary Punic State of Colorado My Commission Expires:Jute 16,2017 LICA 19974012753 • Escrow No.454-H0405936-025-TN Eagle County,CO 201413139 Teak 1 S Simonton 03 PM REC: $11.00 DOC:$0.00 WARRANTY DEED This Deed,made August 4,2014 Between J. Keith Edwards of the County Denver,State of COLORADO,grantor(s)and Gore Creek Properties LLC,a Colorado limited liability company, whose legal address is 1225 17*Street#2420,Denver CO 80202 County of Denver,and State of COLORADO,grantee. WITNESS,That the grantor,for and in the consideration of the sum of Ten Dollars and No/100tlu ($10.00)the receipt and sufficiency of which is hereby acknowledged,has granted,bargained,sold and conveyed,and by these presents does grant,bargain,sell,convey and confirm,unto the grantee,their heirs and assigns forever,all the real property together with improvements,if any,situate,lying and being in the County of Eagle,State of COLORADO described as follows: Lot 39,Block 7,Vag Village,First Filing,according to the plat recorded August 10,1962 at Reception No.96382, County of Eagle, State of Colorado also known by street and number as 223 Beaver Dam Road,Vail,CO 81657 TOGETHER with all and singular hereditaments and appurtenances,thereunto belonging,or in anywise appertaining, and the reversion and reversions,remainder and remainders,rents issues and profitsthereof,and all the estate,right, title,interest,daim and demand whatsoever of the grantor,either in law or equity,of,in and to the above bargained premises,with the hereditaments and appurtenances. TO HAVE AND TO HOW said premises above bargained and described,with the appurtenances,unto the grantee,his heirs and assigns forever.And the grantor,for himself,his heirs and personal representatives,does covenant,grant, bargain and agree to and with the grantee, his heirs and assigns,that at the time of the ensealing and delivery of these presents, he is well seized of the premises above conveyed,has good,sure,perfect,absolute and indefeasible estate of inheritance,in law,in fee simple,and has good right,full power and lawful authority to grant,bargain,sell and convey the same in manner and form as aforesaid,and that the same are free and clear from all former and other grants,bargains,sales, liens,taxes, assessments,encumbrances and restrictions of whatever kind of nature so ever, except for taxes for the current year,a lien but not yet due and payable,and those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in accordance with section 8.1(Title Review)of the contract dated,between the parties. The grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee,his heirs and assigns,against all and every person or persons lawfully claiming the whole or any part thereof.The singular number shall include the plural,the plural the singular,and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF,the grantor has executed this on the date set forth above. SELLER: —tee lm — ,�z J.Keith Edwards STATE OF COLORADO }ss: COUNTY OF Jefferson The foregoing instrument was acknowledged,subscribed and sworn to before me August 4,2014 2014 by J.Keith Edwards. Witness my hand and official seal. AL TAMARA NAVAS ota *Lib is Notary Public My Commission expires: 9')d �'1 State ofEeoU�redjury 16.2017C,ommeson /l LIC#19974012753 Wdcorp ESCROW NO.454-1104059366i0.ETO HT@ The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commis: (CLS-9-12) (Mandatory 1-13) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CLOSING INSTRUCTIONS Date: August 4, 2014 Escrow No.: H0405936-025-TN 1. PARTIES, PROPERTY. 3. Keith Edwards Seller, and Gore Creek Properties LLC. a Colorado limited liability company Buyer, engage Heritage Title Company, Inc., Closing Company, who agrees to provide closing and settlement services in connection with the Closing of the transaction for the sale and purchase of the Property known as No. 223 Beaver Dam Road, Vail, CO 81657, and more fully described in the Contract to Buy and Sell Real Estate, dated n/a, including any counterproposals and amendments (Contract). All terms of the Contract are incorporated herein by reference. In the event any conflict between this Agreement and the Contract, this Agreement shall control, subject to subsequent amendments to the Contract or this Agreement. 2. TITLE COMMITMENT, EXCEPTIONS AND POLICY. Closing Company 0 Agrees El Does Not agree that: upon completion of a satisfactory title search and examination, it will furnish a Title Insurance Commitment; and it will issue a Title Insurance Policy provided that all requirements have been fulfilled. Closing Company El Agrees 0 Does Not agree to furnish copies of Exceptions. 3. INFORMATION, PREPARATION, CLOSING, RECORDING. Closing Company is authorized to obtain any information necessary for the Closing. Closing Company agrees to prepare (excluding legal documents), deliver, and record all documents required or customarily recorded, and disburse all funds pursuant to the Contract that are necessary to carry out the terms and conditions of the Contract. 4. CLOSING FEE. Closing Company will receive a fee of $450.00 for providing closing and settlement services (Closing Fee). 5. RELEASE, DISBURSEMENT. Closing Company is not authorized to release any signed documents or things of value prior to receipt and disbursement of Good Funds, except as provided in §§ 9, 10 and 11. 6. DISBURSER. Closing Company shall disburse all funds, including real estate commissions, except those funds as may be separately disclosed in writing to Buyer and Seller by Closing Company or Buyer's lender on or before Closing. All parties agree that no one other than the disburser can assure that payoff of loans and other disbursements will actually be made. 7. SELLER'S NET PROCEEDS. Seller will receive the net proceeds of Closing as indicated: ❑ Cashier's Check, at Seller's expense x Funds Electronically Transferred (wire transfer) to an account specified by Seller, at Seller's expense O Closing Company's trust account check. 8. CLOSING STATEMENT. Closing Company will prepare and deliver an accurate, complete and detailed closing statement to Buyer and Seller at time of Closing. 9. FAILURE OF CLOSING. If Closing or disbursement does not occur on or before the Closing Date set forth in the Contract, Closing Company, except as provided herein, is authorized and agrees to return all documents, monies, and things of value to the depositing party, upon which Closing Company will be relieved from any further duty, responsibility or liability in connection with these Closing Instructions. In addition, any promissory note, deed of trust, or other evidence of indebtedness signed by Buyer, will be voided by Closing Company, with the originals returned to Buyer and a copy to Buyer's lender. 10.RETURN OF EARNEST MONEY. Except as otherwise provided in § 11, Earnest Money Dispute, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the written mutual instructions signed by both Buyer and Seller, provided the Earnest Money check has cleared. 11.EARNEST MONEY DISPUTE. In the event of any controversy regarding the Earnest Money (notwithstanding any termination of the Contract), Earnest Money Holder shall not be required to take any action. Earnest Money Holder, at its option and sole subjective discretion, has several options: (1) await any proceeding, (2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest money Holder shall disburse the Earnest Money pursuant to the Order of the Court. 12.SUBSEQUENT AMENDMENTS. Any amendments to, or termination of, these Closing Instructions must be in writing and signed by Buyer, Seller and Closing Company. 13.CHANGE IN OWNERSHIP OF WATER WELL: Within sixty days after Closing, Closing Company shall submit any required Change in Ownership form or registration of existing well form to the Division of Water Resources in the Department of Natural Resources (Division), with as much information as is available, and the Division shall be responsible for obtaining the necessary well registration information directly from Buyer. Closing Company shall not be liable for delaying Closing to ensure Buyer completes any required form. 14.WITHHOLDING. The Internal Revenue Service and the Colorado Department of Revenue may require Closing Company to withhold a substantial portion of the proceeds of this sale when Seller is either of the following: (a) is a foreign person or (b) will not be a Colorado resident after Closing. Seller should inquire of Seller's tax advisor to determine if withholding applies or if an exemption exists. 15.ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) none 16.COUNTERPARTS. This document may be executed by each party, separately, and when each party has executed a copy, such copies taken together shall be deemed to be a full and complete contract between the parties. CL8-9-12. CLOSING INSTRUCTIONS 17.BROKER'S COPIES. Closing Company shall provide, to each broker in this transaction, copies of all signed documents that such brokers are required to maintain pursuant to the rules of the Colorado Real Estate Commission. 18.NOTICE, DELIVERY AND CHOICE OF LAW. 18.1. Physical Delivery. Except as provided in § 18.2, all notices must be in writing. Any notice or document to Buyer is effective when physically received by Buyer, any individual buyer, any representative of Buyer, or Brokerage Firm of.Broker working with Buyer. Any notice or document to Seller shall be effective when physically received by Seller, any individual seller, any representative of Seller, or Brokerage Firm of Broker working with Seller. Any notice or document to Closing Company shall be effective when physically received by Closing Company, any individual of Closing Company, or any representative of Closing Company. 18.2. Electronic Delivery. As an alternative to physical delivery, any signed documents and written notice may be delivered in electronic form by the following indicated methods only: x Facsimile x E- mail x Internet 0 No Electronic Delivery. Documents with original signatures shall be provided upon request of any party. 18.3. Choice of Law. This contract and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado Residents who sign a contract in this state for a property located in Colorado. SELLER: BUYER: Gore Creek Properties LLC, a Colorado limited liability company By: Top Rock Holdings Inc, its mana• K of Edwar s Dat . :��.'./ /- ' ' er,79/ ph loser' age, _• ent Date Closing Company: Heritage Title • ,,a' , • Escrow Officer August 4, 2014 Aub . e. ' , Title Date Address: 390 Union d., Suite 520 Lakewood, CO 80228 Phone No.: (303) 989-5575 Fax No.: (303) 628-1667 Electronic Address: tnavas@heritagetco.com (TO BE COMPLETED ONLY BY BROKER AND CLOSING COMPANY) (Broker) 0 Working with Seller ❑ Working with Buyer engages Closing Company as Broker's scrivener to complete, for a fee not to exceed $5.00 at the sole expense of Broker, the following legal documents: El Deed ®Bill of Sale 0 Colorado Real Estate Commission approved Promissory Note ❑Colorado Real Estate Commission approved Deed of Trust. Closing Company agrees to prepare, on behalf of Broker, the indicated legal documents pursuant to the terms and conditions of the Contract. The documents stated above shall be subject to Broker's review and approval and Broker acknowledges that Broker is responsible for the accuracy of the above documents. Brokerage Firm's Name: Broker's Name: • Broker's Signature Date August 4, 2014 Date: August 4, 2014 Closing Company's Name: Heritage,* .m.:nv, Inc. Escrow Officer. August 4, 2014 Autho -. �'.n; u - - - Date CL8-9-12. CLOSING INSTRUCTIONS