ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE Ella

ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE (Ella Vita Canyon) To the extent there is a conflict between the provisions set forth in this Addendum and the main body of the Contract, the terms and conditions of this Addendum shall control. (a) Like Kind Exchange. If either party elects to structure this transaction as part of a like-kind exchange under Section 1031 of the Internal Revenue Code (the “Electing Party”), the other party (the “Accommodating Party”) agrees, at the Electing Party’s sole cost, to cooperate and assist in structuring and effecting such a like-kind exchange, provided that the Accommodating Party shall not be obligated to assume any additional expense or liability, and the Electing Party shall indemnify, defend and hold the Accommodating Party harmless from and against any liability, claim demands action damages and expense arising from or in any way relating to the Accommodating Party’s participation in same. (b) Acceptance of Property. Buyer is responsible for conducting its own due diligence as to the Property and determining whether the Property is suitable for building. If Buyer fails to give Seller written notice of termination of any unsatisfactory physical condition of the Property as provided in this contract, Buyer shall be deemed to have accepted the Property “As Is” and shall waive any further objection to the condition of the Property. IT IS UNDERSTOOD AND AGREED THAT SELLER IS MAKING NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PHYSICAL CONDITION OF THE PROPERTY AND BUYER ASSUMES, AS OF THE DATE OF CLOSING, ALL RISKS RELATED TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, RISKS ASSOCIATED WITH THE CONDITION OF THE SOILS AND GROUND WATER, IF ANY, RISKS ASSOCIATIED WITH CONSTRUCTION OF IMPROVEMENTS AND OTHER CONDITIONS THAT MAY NOT BE DISCOVERABLE BY INSPECTION. (c) Marketing Materials. The entire and only agreement between Buyer and Seller consists of this purchase contract and the attachments hereto. Buyer acknowledges that any advertisements, brochures, web-pages and other written statements (the “Marketing Materials”) which he/she may have read in connection with this purchase are not warranties or guarantees as to the condition of this Lot and shall not be relied upon by Buyer as such. BUYER HEREBY EXPRESSLY WAIVES AND RELEASES SELLER FROM ANY CLAIM FOR ACTUAL AND/OR CONSEQUENTIAL DAMAGES ARISING WITH RESPECT TO A CLAIM OF NEGLIGENT MISREPRESENTATION OR FRAUD ARISING FROM THE MARKETING MATERIALS. (d) Property Restrictions. Buyer acknowledges that the Property is within the Ella Vita Canyon common interest community and that Buyer is subject to the restrictions and conditions of the Ella Vita Canyon Declaration of Covenants, Conditions and Restrictions for Ella Vita Canyon (the “Declaration”), and the Ella Vita Canyon Design Guidelines (the “Design Guidelines”). By execution of this Contract, Buyer acknowledges receipt of the Declaration and Design Guidelines. Copies of the Declaration and Design Guidelines are available on Seller’s website at www.ellavitacanyon.com (“Ella Vita Canyon Website”). (e) Construction Related Restrictions and Conditions. Prior to commencement of any construction on the Property, Buyer must submit construction and landscaping plans to the Ella Vita Canyon Architectural Review Committee and follow the application procedures as set forth in the Design Guidelines, including payment of any applicable deposits and fees. Buyer acknowledges that the Design Guidelines set forth a number of building restrictions and site development restrictions that have been imposed for the benefit and protection of property within Ella Vita Canyon. In addition, the Design Guidelines contain a number of jobsite construction restrictions governing the activities of builder/contractors. Buyer is advised and strongly encouraged to review the Design Guidelines prior to its purchase of the Property as Buyer and its builder/contractors will be expected to comply with all restrictions and conditions of the Design Guidelines. Buyer is also advised to review the plat and plat notes which contain additional restrictions pertaining to building envelopes, set backs, easements, drainage control and soils and engineering reports. A geotech soils report is required to be obtained by Buyer prior to issuance of a building permit. (f) Utilities. Utilities, including, water, sewer, electric, gas, phone, and cable are available to service the Property. Seller shall be responsible for bringing water, sewer, and gas to the Lot lines. Electric, phone and cable shall be brought to a conduit or pedestal for same in such location as determined by Seller. Buyer is responsible for bringing all utilities from the aforementioned points of connection to the interior of the Lot and the costs for same shall be borne by Buyer. (g) Seller Improvements. Seller is required to complete certain landscaping, road and other public improvements according to the terms of its Development Improvements Agreement with the City of Durango (the “DIA”). Specifically, Seller shall construct the Ella Vita Court road, curb and gutter, and sidewalk along the west of Ella Vita Court. Seller shall also be responsible for planting of trees within the median strip between the road and the sidewalk. Seller will also be responsible for installation of mailboxes, entrance landscaping, and installation of entrance signage. Buyer acknowledges that Seller’s completion of said improvements are governed by the terms of the DIA and that such improvements may not be completed prior to the time of Buyer’s acquisition of the Property and construction of a residence thereon. Seller shall have no responsibility for making any improvements within a Lot or excavating or landscaping within a Lot. (h) Buyer’s Lot Improvements. improvements: Buyer, at its cost, shall be responsible for the following Lot - Extension of all utility services to and within Buyer’s Lot as described in (f) above. Providing foundation excavation, finished lot (fine) grading and the disposal of excess soil. (Note: In connection with any dirt work, Buyer will be responsible for erosion control including the use of siltation fence, hay bales, or other management techniques in according with the Storm Water Management Plan.) All landscaping within a Lot according to the requirements of the Design Guidelines. Buyer is responsible for obtaining and paying all fees in connection with utility hook ups from the City of Durango and/or the applicable service provider. Buyer shall obtain its water tap from Seller and shall pay Seller directly for the cost of same. Buyer shall be responsible for construction of its driveway from the roadway to the interior of the Lot, including any related improvements for proper drainage. Buyer, in its discretion, shall determine the location of Buyer’s driveway curb cut. Buyer shall be responsible for the repair and replacement of any landscaping, curb, gutter or sidewalk which is damaged as a result of Buyer’s driveway installation or any other improvements created by Buyer within its Lot. - - (j) Environmental. A portion of the real property comprising the Ella Vita Canyon development (located primarily under what is now Ella Vita Court road) was served by a sewer leachate line. As a condition to the DIA, Seller removed and replaced the sewer leachate line with the current sewer system in accordance with applicable standards and specifications of the City of Durango. Prior to Seller’s purchase of the Property and the replacement of the leachate line, Seller obtained a Phase I and Phase II environmental report covering the Ella Vita Canyon development. Buyer may review and have access to the contents of the environmental reports obtained by Seller. Full copies of the Phase I and Phase II reports, including summaries, are available for review by Buyer on Seller’s website located at www.ellavitacanyon.com. Seller makes no representation or warranty regarding the accuracy or completeness of the information contained in the environmental reports which were prepared by, and constitute the work of, Envirotech Inc. located in Farmington, New Mexico. Buyer, in its discretion, is free to conduct and obtain additional environmental studies with respect to the Property. (k) Arbitration. In the event of a dispute arising from this Contract between Buyer or Seller (the “parties”) in the amount of $7,500 or less, or the maximum amount of the jurisdictional limit of the Colorado Small Claims Court, whichever is greater, any such dispute shall be heard by a Colorado small claims court of competent jurisdiction. All other disputes shall be shall be governed by the Colorado Uniform Arbitration Act, as amended from time to time and as modified below. Arbitration shall be the exclusive forum for any dispute resolution arising under this contract or from any services or materials provided by one party to the other, unless the parties otherwise agree expressly in a written document executed by each of them after the dispute arises. Arbitration may proceed in the absence of any party if notice of the proceedings has been given to such party. The parties agree that in any such arbitration the parties shall agree on the amount of discovery to be permitted, but in no case shall discovery be limited to any less that three depositions, a single set of interrogatories, a single set of requests for admissions, and a single set of request for production, all in accordance with and subject to the limitations of the Colorado Rules of Civil Procedure. If the parties cannot agree on the amount of discovery to be had, the parties agree to be bound by the decision of the arbitrator as to the amount of permissible discovery. Subpoenas may be issued by filing a miscellaneous proceeding with a Colorado Court of competent jurisdiction. The parties further agree that they shall be bound by and comply with the Colorado Rules of Civil Procedure regarding the extent and timeliness of disclosing expert opinions and reports. The parties further agree that the prevailing party in any such arbitration shall be awarded all costs incurred including, but not limited to, reasonable attorney’s fees. The prevailing party shall be defined as that party in whose favor a net judgment is obtained except where a statutory offer of judgment has been made. In the event of a statutory offer of judgment, the prevailing party shall be that party who recovers more than an offer it has made, or that party who is obligated to pay less than an the amount of an offer that it has made. Venue for any such arbitration shall be in La Plata County, Colorado. The parties agree that the arbitrator shall have authority to enforce either party’s rights under this provision. (l) Seller Reservations. Seller reserves such rights of entry, easements and rights-of-way within the Property as may be necessary to permit Seller to construct, install, dedicate and maintain the Ella Vita Canyon common areas and other public improvements for development of the Ella Vita Canyon property in accordance with the terms of the DIA, the Storm Water Management System, and the Declaration. Buyer: _____________________________________ Seller: Ella Vita Canyon, LLC By: Mark R. & Spring E. Devaux, LLC, Managing Member ____________________________________ By: Mark R. Devaux, Manager