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HomeMy WebLinkAboutbocc.con.110.2015RECEPTION#: 618508, 03/27/2015 at 15 ! 10:55:38 AM, CONTRACT ,I � 1 of 38, R $0.00 Doc Code ORDINANCE ff���/ p Janice K. Vos Caudill, Pitkin County, CO ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AUTHORIZING ACQUISITION OF THE LAZY GLEN PROPERTY. ORDINANCE NO.t.161 2015 ' 0 SI�11I.y 1. The Voters of Pitkin County and the Pitkin County Commissioners established an Open Space and Trails Fund for the purposes of preserving and providing open space and trails resources, and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds. 2. The Open Space and 'Trails Program is charged with protecting agriculture, open space, habitat, scenic view planes, water rights and river access. 3. The Lazy Glen property (the "Property") possess scenic, natural, wildlife, recreation, and agricultural resources which may include recreation and agricultural activities once the management plan is complete. 4. On February 19, 2015, the Pitkin County Open Space and Trails Board recommended that the BOCC approve the proposed Contract and Ordinance. 5. The Board finds that adoption of this ordinance is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this ordinance and legislation to be effective immediately upon adoption. NOW THEREFORE BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado, that: I. The Board approves an expenditure of up to $2,600,000 for the Lazy Glen property of approximately 40 acres and transaction costs up to $15,000. 2. Upon approval of the form by the Open Space Director and County Attorney, the Chair is authorized to execute the contract. 3. Upon approval of the form by the Open Space Director and County Attorney, the Chair is authorized to execute other documents needed to consummate this transaction. 4. Pursuant to the Pitkin County Home Rule Charter, section 13.5.3, as amended 11/7/06, Pitkin County hereby declares its intent to reserve the option to later convey interests not essential for the preservation of open space, including the existing structures and immediately surrounding lands. 5. That adjustments be made to the year 2015 budget as follows: OPEN SPACE AND TRAILS FUND Previous Revised Budget This ChanPeProieet Budeet Lazy Glen Property Acquisition Acquisition Cost $0 $2,585,000 $2,585,000 Estimated Transaction Costs $0 $ 15,000 $ 15,000 Total Expenditure $0 $2,600,000 $2,600,000 6. The Board finds that adoption of this ordinance is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this ordinance and legislation to be effective immediately upon adoption. INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE 25th DAY OF FEBRUARY 2015. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDINANCE PUBLISHEf911�1 THE ASPEN TIMES WEEKLY ON THE l0' DAY OFYf (G. 2015. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincountv.com ONTHEl3 DAYOF ' kA✓tomi 2015. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 25th DAY OF MARCH 2015. PUBLISHED BY TITLE AND SHORT SUMMARY, AA WTEON, IN THE ASPEN TIMES WEEKLY ON THEA DAY OF r 2015. POSTED BY TITLE AND SHORT SUMMARY ON THE O ICIAL PITIN COUNTY WEBSITE (www.pitkincounty.com ) ON TF AY OF n lc r! L 2015. THIS ORDINANCE IS EFFECTIVE ON MARCH 25, 2015 Deputy County Clerk BOARD OF COUNTY COMMISSIONERS Steven F. Child, Chair Date: -?(257 h-0 `— APPROVED AS TO FORM: MANAGER APPROVAL Dale Will, Director Open Space and Trails Program OrdinancA"I -2015 m ock, County Wanager �'DM CONTRACT# /,47'2�J�S The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CB51-8-13) (Mandatary 1-14) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (RESIDENTIAL) 9 to Date: 01/29/2015 11 I AGREEMENT 12 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property 13 described below on the terms and conditions set forth in this contract (Contract). 14 2. PARTIES AND PROPERTY. 15 2.1. Buyer. Buyer, Pitkin County Board of County Commissioners ("Pitkin County") 16 will take title to the Property described below as Q Joint Tenants n�-+Tenants In Common [D Other 17 2.2. Assignability and Inurement. This Contract j] is'!] Is Not assignable by Buyer without Seller's prior written 18 consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, personal representatives, 19 successors and assigns of thearties. 20 2.3. Seller. Seller, Five Winds Investments LLC is 21 the current owner of the Property described below. 22 2.4. Property. The Property is the following legally described real estate in the County of Pitkin , Colorado: 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 See Exhibit A attached known as No. 99 Lower River Road Snowmass Colorado 81654 Street Address City State Zip together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Fixtures. If attached to the Property on the date of this Contract, the following items are included unless excluded under Exclusions (§ 2.6): lighting, heating, plumbing, ventilating and air conditioning fixtures, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories), garage door openers including n/a remote controls. Other Fixtures: n/a If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in the Purchase Price. 2.5.2. Personal Property. If on the Property, whether attached or not, on the date of this Contract, the following items are included unless excluded under Exclusions (§ 2.6): storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds and all keys. If checked, the following are included: ❑ Water Softeners K Smoke/Fire Detectors Q Carbon Monoxide Alarms Security Systems ❑ Satellite Systems (including satellite dishes). Other Personal Property: All farm equipment related to taking care of the Property, all irrigation equipment, water troughs, stall mats, etc. Inventory will be provided by January 28, 2015. CBS] -8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 1 of 16 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes (except personal property taxes for the year ofClosing), liens and encumbrances, except n/a Conveyance will be by bill of sale or other applicable legal instrument. - 2.5.3. Parking and Storage Facilities. ❑ Use Only 0 Ownership of the following parking facilities: 2 car garage ; and ❑ Use Only ❑ Ownership of the following storage facilities: 2 sheds, 1 barn 2.6. Exclusions. The following items are excluded (Exclusions): See Exhibit C attached hereto 2.7. Water Rights, Well Rights, Water and Sewer Taps. 2.7.1. Deeded Water Rights. The following legally described water rights: See Exhibit B attached hereto Any deeded water rights will be conveyed by a good and sufficient Quit claim deed at Closing. Q 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1, 2.7.3, 2.7.4 and 2.7.5, will be transferred to Buyer at Closing: See Exhibit B attached hereto 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well," used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is all well permit . ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: Any and all water stock certificates 2.7.5. Water and Sewer Taps. Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps. 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water), § 2.7.3 (Well Rights), or § 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 87 3. DATES AND DEADLINES. Item No. Reference Event ' Date or Deadline 1 § 4.3 Alternative Earnest Money Deadline February 3 2015 Title -- 2 8.1 Record Title Deadline February 6 2015 3 8.2 Record Title Objection Deadline February 25 2015 4 8.3 Off -Record Title Deadline February 6 2015 5 8.3 Off -Record Title Objection Deadline February 25 2015 6 § 8.4 Title Resolution Deadline March 6 2015 7 § 8.6 Right of First Refusal Deadline• n/a ' Owners' Association 8§ 7.3 Association Documents Deadline n/a 9 7.4 Association Documents Objection Deadline n/a Seller's Property Disclosure 10 § 10.1 Seller's Property Disclosure Deadline Februa 6 2015 Loan and Credit it 5.1 Loan Application Deadline n/a 12 § 5.2 Loan Objection Deadline n/a 5.3 Buyer's Credit Information Deadline n/a 5.3 Disa roval of Bu er's Credit Information Deadline n/a E14 5.4 Existin Loan Documents Deadline n/a 5.4 Existin Loan Documents Objection Deadline n/a 5.4 Loan Transfer A royal Deadline n/a CBSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 2 of 16 18 § 4.7 Seller or Private Financing Deadline n/a Amount Appraisal § 4.1 19 § 6.2 Appraisal Deadline n/a 20 § 6.2 Appraisal Objection Deadline n/a 3 § 4.5 Survey =71 T"`T;7ti'T 21 § 9.1 Current Survey Deadline February 6 2015 22 § 9.2 Current Survey Objection Deadline February 27 2015 23 § 9.3 Current Survey Resolution Deadline March 6 2015 $ Inspection and Due Diligence _ 24 § 10.2 Inspection Objection Deadline February 27 2015 25 § 10.3 Inspection Resolution Deadline March 6 2015 26 § 10.5 Property Insurance Objection Deadline February 27 2015 27 § 10.6 Due Diligence Documents Delivery Deadline February 6 2015 28 § 10.6 Due Diligence Documents Objection Deadline February 27 2015 29 § 10.6 Due Diligence Documents Resolution Deadline March 6 2015 30 10.7 Conditional Sale Deadline n/a Closing and Possession_ ; 77 31 § 12.3 Closing Date March 19 2015 32 § 17 Possession Date March 19 2015 33§ 17 Possession Time 2 p.m. 34§ 28 Acceptance Deadline Date J nuary 29 2015 35§ 28 Acceptance Deadline Time 5 p.m. 88 Note: If FHA or VA loan boxes are checked in § 4.5.3 (Loan Limitations), the Appraisal Deadline (§ 3) does Not apply to FHA 89 insured or VA guaranteed loans. 90 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. Any box, 91 blank or line in this Contract left blank or completed with the abbreviation "N/A", or the word "Deleted" means such provision, 92 including any deadline, is not applicable and the corresponding provision of this Contract to which reference is made is deleted. 93 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 94 95 4. PURCHASE PRICE AND TERMS. 96 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: Item No. Reference Item Amount Amount I § 4.1 Purchase Price $ 1 2.600.000.00 17-�" .'. `" ' ' ._I 2 § 4.3 Earnest Mone a ;�.^;ire; ".r .. --. �,^ t' $ 3 § 4.5 New Loan - =71 T"`T;7ti'T $ 4 § 4.6 Assumption Balance i_:-1- : s*� 1 >„,..Y e_'a�t%sF+r $ 5 § 4.7 Priv9te Financing $ 6 § 4.7 Seller Financing $ 7 1st Earnest money payment 50 000.00 g 1 2nd Earnest mone payment 50 000.00 9 4.4 Cash at Closin ” 1, '— '- $ 2,500,000.001 to TOTAL $ 2,600,000' 600 000.00 s i 2,600,000 00 97 4.2. Seller Concession. Seller, at Closing, will credit, as directed by Buyer, an amount of $ to assist 98 with any or all of the following: Buyer's closing costs, loan discount points, loan origination fees, prepaid items (including any 99 amounts that Seller agrees to pay because Buyer is not allowed to pay due to FHA, CHFA, VA, etc.), and any other fee, cost, 100 charge, expense or expenditure related to Buyer's New Loan or other allowable Seller concession (collectively, Seller 101 Concession). Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. Seller 102 Concession will be reduced to the extent it exceeds the aggregate of what is allowed by Buyer's lender as set forth in the Closing 103 Statement, Closing Disclosure or HUD -1, at Closing. 104 4.3. , Earnest Money. The Earnest Money set forth in this section, in the form of check Or wire will be 105 payable to and held by Pitkin County Title (Earnest Money Holder), in its trust account, on behalf of 106 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually 107 agree to an Alternative Earnest Money Deadline (§ 3) for its payment. The parties authorize delivery of the Earnest Money CBS] -8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 16 108 deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money 109 Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing 110 affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest III Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 112 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 113 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline (§ 3). 114 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to 115 the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided 116 in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute 117 and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 118 days of Seller's receipt of such form. 119 4.4. Form of Funds; Time of Payment; Available Funds. 120 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 121 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 122 check, savings and loan teller's check and cashier's check (Good Funds). 123 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be 124 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 125 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this 126 Contract, ❑ Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 127 stated as Cash at Closing in § 4.1. 128 4.5. New Loan. 129 4.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 4.2, if applicable, must timely pay Buyer's loan 130 costs, loan discount points, prepaid items and loan origination fees, as required by lender. 131 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 132 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 or § 30 (Additional Provisions). 133 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 134 ❑ Conventional ❑ FHA ❑ VA ❑ Bond ❑ Other 135 4.5.4. Good Faith Estimate— Monthly Payment and Loan Costs. Buyer is advised to review the terms, conditions 136 and costs of Buyer's New Loan carefully. If Buyer is applying for a residential loan, the lender generally must provide Buyer with 137 a good faith estimate of Buyer's closing costs within three days after Buyer completes a loan application. Buyer also should obtain 138 an estimate of the amount of Buyer's monthly mortgage payment. 139 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption 140 Balance set forth in §4.1, presently payable at $ per including principal and interest 141 presently at the rate of % per annum, and also including escrow for the following as indicated: ❑ Real Estate Taxes 142 ❑ Property Insurance Premium ❑ Mortgage Insurance Premium and ❑ 143 Buyer agrees to pay a loan transfer fee not to exceed $ . At the time of assumption, the new interest rate will 144 not exceed % per annum and the new payment will not exceed $ per principal and. 145 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, 146 which causes the amount of cash required from Buyer at Closing to be increased by more than $ '(hen Buyer has 147 the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on the reduced amount of the actual principal balance. 148 Seller ❑ Will ❑ Will Not be released from liability on said loan. If applicable, compliance with the requirements for 149 release from liability will be evidenced by delivery ❑ on or before Loan Transfer Approval Deadline (§ 3) ❑ at Closing of 150 an appropriate letter of commitment from lender. Any cost payable for release of liability will be paid by 151 in an amount not to exceed $ 152 4.7. Seller or Private Financing. 153 WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on 154 sellers and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a 155 licensed Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics 156 of financing, including whether or not a party is exempt from the law. 157 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing 158 ❑ Buyer ❑ Seller will deliver the proposed Seller financing documents to the other party on or before days before 159 Seller or Private Financing Deadline (§ 3). 160 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing (§ 4.1), this Contract is 161 conditional upon Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, 162 terms, conditions, cost and compliance with the law. Seller has the Right to Terminate under § 25.1, on or before Seller or Private 163 Financing Deadline (§ 3), if such Seller financing is not satisfactory to the Seller, in Seller's sole subjective discretion. 164 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 165 financing (§ 4.1), this Contract is conditional upon Buyer determining whether such financing is satisfactory to the Buyer, 166 including its availability, payments, interest rate, terms, conditions and cost. Buyer has the Right to Terminate under § 25.1, on or CBSI-&17. CONTRACTTO BUYAND SELL REAL ESTATE (RESIDENTIAL) Page 4 of 16 167 before Seller or Private Financing Deadline (§ 3), if such Seller or private financing is not satisfactory to Buyer, in Buyer's sole 168 subjective discretion. 169 170 1 TRANSACTION PROVISIONS 171 5. FINANCING CONDITIONS AND OBLIGATIONS. 172 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 173 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 174 by such lender, on or before Loan Application Deadline (§ 3) and exercise reasonable efforts to obtain such loan or approval. 175 5.2. Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 176 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 177 availability, payments, interest rate, terms, conditions, and cost of such New Loan. This condition is for the sole benefit of Buyer. 178 Buyer has the Right to Terminate under § 25.1, on or before Loan Objection Deadline (§ 3), if the New Loan is not satisfactory to 179 Buyer, in Buyer's sole subjective discretion. 1F SELLER IS NOT 1N DEFAULT AND DOES NOT TIMELY RECEIVE 180 BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE, except 181 as otherwise provided in this Contract (e.g, Appraisal, Title, Survey). 182 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole 183 benefit of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be at Seller's sole 184 subjective discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information Deadline (§.3), at Buyer's 185 expense, information and documents (including a current credit report) concerning Buyer's financial, employment and credit 186 condition; (2) Buyer consents that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information 187 and documents received by Seller must be held by Seller in confidence, and not released to others except to protect Seller's interest 188 in this transaction. If the Cash at Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under 189 § 25.1, on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective 190 discretion, Seller has the Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline 191 (§ 3). 192 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 193 documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline (§ 3). For the 194 sole benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. 195. Buyer has the Right to Terminate under § 25.1, on or before Existing Loan Documents Objection Deadline (§ 3), based on any 196 unsatisfactory provision of such loan documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the 197 Property is required, this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, 198 except as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline (§ 3), this Contract will 199 terminate on such deadline. Seller has the Right to Terminate under § 25.1, on or before Closing, in Seller's sole subjective 200 discretion, if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth 201 in § 4.6. 202 6. APPRAISAL PROVISIONS. 203 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs (Requirements) to be made to 204 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, Seller has the Right to 205 Terminate under § 25.1, (notwithstanding § 10 of this Contract), on or before three days following Seller's receipt of the 206 Requirements, based on any unsatisfactory Requirements, in Seller's sole subjective discretion. Seller's Right to Terminate in this 207 § 6.1 does not apply if, on or before any termination by Seller pursuant to this § 6.1: (1) the parties enter into a written agreement 208 regarding the Requirements; or (2) the Requirements have been completed; or (3) the satisfaction of the Requirements is waived in 209 writing by Buyer. 210 6.2. Appraisal Condition. The applicable Appraisal provision set forth below applies to the respective loan type set 211 forth in § 4.5.3, or ira cash transaction (i.e. no financing), § 6.2.1 applies. 212 6.2.1. Conventional/Other. Buyer has the sole option and election to terminate this Contract if the Property's 213 valuation, determined by an appraiser engaged on behalf of n/a , is less than the Purchase Price. The 214 appraisal must be received by Buyer or Buyer's lender on or before Appraisal Deadline (§ 3). Buyer has the Right to Terminate 215 under § 25.1, on or before Appraisal Objection Deadline (§ 3), if the Property's valuation is less than the Purchase Price and 216 Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the Property's valuation is less than 217 the Purchase Price. This § 6.2.1 is for the sole benefit of Buyer. 218 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the Purchaser 219 (Buyer) shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of 220 Earnest Money deposits or otherwise unless the Purchaser (Buyer) has been given, in accordance with HUD/FHA or VA 221 requirements, a written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct CBSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 16 222 Endorsement lender, setting forth the appraised value of the Property of not less than $ . The Purchaser (Buyer) 223 shall have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the 224 appraised valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and 225 Urban Development will insure, HUD does not warrant the value nor the condition of the Property. The Purchaser (Buyer) should 226 satisfy himself/herself that the price and condition of the Property are acceptable. 227 6.2.3. VA, It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 228 shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property 229 described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department 230 of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of 231 this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 232 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract must be timely paid by 233 ❑ Buyer ❑ Seller. The cost of the appraisal may include any and all fees paid to the appraiser, appraisal management 234 company, lender's agent or all three. 235 236 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common Interest 237 Community and subject to such declaration. 238 7.1. Owners' Association Documents. Owners' Association Documents (Association Documents) consist of the 239 following: 240 7.1.1. All Owners' Association declarations, articles of incorporation, bylaws, articles of organization, operating 241 agreements, rules and regulations, party wall agreements; 242 7.1.2. Minutes of most recent annual owners' meeting; 243 7.1.3. Minutes of any directors' or managers' meetings during the six-month period immediately preceding the 244 date of this Contract. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.1.1, 7.1.2 and 7.1.3, 245 collectively, Governing Documents); and 246 7.1.4. The most recent financial documents which consist of: (1) annual and most recent balance sheet, (2) annual 247 and most recent income and expenditures statement, (3) annual budget, (4) reserve study, and (5) notice of unpaid assessments, if 248 any (collectively, Financial Documents). 249 7.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON .250 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE OWNER 251 OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 252 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 253 ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 254 OBLIGATIONS UPON. THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 255 ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE 256 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE 257 DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 258 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 259 ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. 260 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE, THE 261 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 262 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 263 THE ASSOCIATION. 264 7.3. Association Documents to Buyer. 265 ❑ 7.3.1. Seller to Provide Association Documents. Seller will cause the Association Documents to be provided to 266 Bu er, at Seller's expense, on or before Association Documents Deadline (§ 3). 267 ff 7.3.2. Seller Authorizes Association. Seller authorizes the Association to provide the Association Documents to 268 Buyer, at Seller's expense. 269 7.3.3. Seller's Obligation. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's 270 receipt of the Association Documents, regardless of who provides such documents. 271 Note: If neither box in this § 7.3 is checked, the provisions of § 7.3.1 apply. 272 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 273 Terminate under § 25.1, on or before Association Documents Objection Deadline (§ 3), based on any unsatisfactory provision in 274 any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 275 Association Documents Deadline (§ 3), Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by Buyer's Notice to 276 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 277 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 278 Date (§ 3), Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice 279 to Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory, and Buyer waives any 280 Right to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval). CBS] -8-13. CONTRACTTO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page of 16 281 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 282 8.1. Evidence of Record Title. 283 0 S.I.I. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 284 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline (§ 3), Seller must 285 furnish to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the 286 Purchase Price, or if this box is checked, ❑ an Abstract of Title certified to a current date. Seller will cause the title insurance 287 policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 288 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 289 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline (§ 3), Buyer must 290 furnish to Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase 291 Price. 292 If neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies. 293 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment M Will ❑ Will Not commit to delete or 294 insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) 295 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, 296 assessments and unredeemed tax sales prior to the year of Closing (DEC). If the title insurance company agrees to provide an 297 endorsement for DEC, any additional premium expense to obtain an endorsement for OEC will be paid by E] Buyer [D Seller 298 ❑ One -Half by Buyer and One -Half by Seller [] Other 299 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 300 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, 301 covenants, conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of 302 such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 303 Documents). 304 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline (§ 3), copies of all 305 Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the 306 county where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense 307 of the party or parties obligated to pay for the owner's title insurance policy. 308 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 309 portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline (§ 3). 310 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 311 Title Documents as set forth in § 8.4 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline (§ 3). 312 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding 313 § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or 314 Title Documents are not received by Buyer on or before the Record Title Deadline (§ 3), or if there is an endorsement to the Title 315 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will he 316 delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 317 to: (1) any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or 318 Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of 319 Title Objection, pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.4 320 (Right to Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents 321 required by §8.1 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice.of Title Objection 322 by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title 323 Commitment and Title Documents as satisfactory. 324 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline (§ 3), true copies of all 325 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, 326 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without 327 limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record 329 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 329 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of 330 Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 331 and § 13), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline 332 (§ 3). If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline (§ 3), Buyer has until the earlier of 333 Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives Buyer's Notice to 334 Terminate or Notice of Title Objection pursuant to this § 8.3 (Off -Record Title), any title objection by Buyer and this Contract are 335 governed by the provisions set forth in § 8.4 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to 336 Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such rights, if any, 337 of third parties of which Buyer has actual knowledge. CBS] -8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 16 338 8.4. Right to Object to Title, Resolution. Buyer's right to object to any title matters includes, but is not limited to those 339 matters set forth in §§ 8.2 (Record Title), 8.3 (Off -Record Title) and 13 (Transfer of Title), in Buyer's sole subjective discretion. If 340 Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 341 8.4.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice 342 of Title Objection) on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement thereof on 343 or before Title Resolution Deadline (§ 3), this Contract will terminate on the expiration of Title Resolution Deadline (§ 3), 344 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive 345 objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline 346 (§ 3). If either the Record Title Deadline or the Off -Record Title Deadline, or both, are extended to the earlier of Closing or ten 347 days after receipt of the applicable documents by Buyer, pursuant to § 8.2 (Record Title) or § 8.3 (Off -Record Title), the Title 348 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 349 applicable documents; or - 350 8.4.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or 351 before the applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective discretion. 352 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 353 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 354 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 355 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 356 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 357 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 358 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 359 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING 360 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 361 RECORDER, OR THE COUNTY ASSESSOR. 362 Buyer has the Right to Terminate under § 25.1, on or before Off -Record Title Objection Deadline (§ 3), based on any 363 unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion. 364 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve 365 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the 366 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. 367 If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and 368 effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval 369 of this Contract has not occurred on or before Right of First Refusal Deadline (§ 3), this Contract will then terminate. 370 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 371 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 372 including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, 373 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property, and 374 various laws and governmental regulations concerning land use, development and environmental matters. The surface estate may 375 be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include 316 transfer of the mineral rights or water rights. Third parties may hold interests in oil, gas, other minerals, geothermal 377 energy or water on or under the Property, which interests may give them rights to enter and use the Property. Such matters, 378 and others, may be excluded from or not covered by the owner's title insurance policy. Buyer is advised to timely consult legal 379 counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record Title Objection 380 Deadline (§ 3) and Off -Record Title Objection Deadline (§ 3)]. 381 9. CURRENT SURVEY REVIEW. 382 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title Commitment 383 or the provider of the opinion of title if an Abstract of Title, and will receive an improvement Location 384 Certificate, Improvement Survey Plat or other form of survey set forth in § 9.1.2 (collectively, Current Survey), on or before 385 Current Survey Deadline (§ 3). The Current Survey will be certified by the surveyor to all those who are to receive the Current 386 Survey. 387 ❑ 9.1.1. Improvement Location Certificate. If the box in this § 9.1.1 is checked,E] Seller []Buyer will order 388 or provide, and pay, on or before Closing, the cost of an Improvement Location Certificate. 389 ❑� 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement Location 390 Certificate, will be an ❑x Improvement Survey Plat or ❑ . The parties agree that payment of the cost of 391 the Current Survey and obligation to order or provide the Current Survey are as follows: 392 393 Seller shall pay 100% of the cost of said survey. 394 COSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(RESIDENTIAL) Page 8 of 16 395 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey. If the Current Survey is 396 not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may, on or before Current 397 Survey Objection Deadline (§ 3), notwithstanding § 8.3 or § 13: 398 9.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or ' 399 9.2.2. Current Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is 400 shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct. 401 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller, on or before Current Survey 402 Objection Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Current Survey 403 Resolution Deadline (§ 3), this Contract will terminate on the Current Survey Resolution Deadline (§ 3), unless Seller receives 404 Buyer's written withdrawal of the Current Survey Objection before such termination, i.e., on or before expiration of Current 405 Survey Resolution Deadline (§ 3). 406 407 DISCLOSURE, INSPECTION AND DUE DILIGENCE 408 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, BUYER 409 DISCLOSURE AND SOURCE OF WATER. 410 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to deliver to 411 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 412 by Seller to Seller's actual knowledge, current as of the date of this Contract. 413 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the 414 Property to Buyer in an "as is" condition, "where is" and "with all faults." Colorado law requires that Seller disclose to Buyer any 415 latent defects actually known by Seller. Disclosure of latent defects must be in writing. Buyer, acting in good faith, has the right to 416 have inspections (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. 417 If (I ) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the 418 electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service 419 to the Property (including utilities and communication services), systems and components of the Property (e.g. heating and 420 plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5)anyother activity, odor or noise 421 (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole 422 subjective discretion, Buyer may, on or before Inspection Objection Deadline (§ 3): 423 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 424 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 425 Buyer requires Seller to correct. 426 10.3. Inspection Resolution. if an Inspection Objection is received by Seller, on or before Inspection Objection 427 Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 428 Deadline (§ 3), this Contract will terminate on Inspection Resolution Deadline (§ 3) unless Seller receives Buyer's written 429 withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline 430 (§ 3). 431 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 432 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 433 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 434 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 435 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 436 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 437 any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees, legal fees and 438 expenses. The provisions of this section survive the termination of this Contract. This § 10.4 does not apply to items performed 439 pursuant to an Inspection Resolution. 440 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 441 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 442 Objection Deadline (§ 3), based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 443 10.6. Due Diligence. 444 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following 445 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 446 Documents Delivery Deadline (§ 3): 447 n 10.6.1.1. All current leases, including any amendments or other occupancy agreements, pertaining to the 448 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): 449 All month to month leases are in place. All leases will terminate 30 days from the Resolution 450 Deadline prior to closing. The Property rty will be delivered at closing with no leases in place. CBS1443. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 16 451 Q 10.6.1.2. Other documents and information: 452 453 Seller shall provide to Buyer Tenant Estoppel Statements which guarantees the Buyer has no 454 responsibilities.to any current Tenants at the time of the closing. 455 456 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 457 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 458 discretion, Buyer may, on or before Due Diligence Documents Objection Deadline (§ 3): 459 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 460 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 461 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 462 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on 463 or before Due Diligence Documents Objection Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement 464 thereof on or before Due Diligence Documents Resolution Deadline (§ 3), this Contract will terminate on Due Diligence 465 Documents Resolution Deadline (§ 3) unless Seller receives Buyer's written withdrawal of the Due Diligence Documents 466 Objection before such termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline (§ 3). 467 10.7. Conditional Upon Sale of Pro arty. This Contract is conditional upon the sale and closing of that certain property 468 owned by Buyer and commonly known as n a . Buyer has the Right to Terminate 469 under § 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline (§ 3) if such 470 property is not sold and closed by such deadline. This § 10.7 is for the sole benefit of Buyer. If Seller does not receive Buyer's 471 Notice to Terminate on or before Conditional Sale Deadline (§ 3), Buyer waives any Right to Terminate under this provision. 472 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does Ox Does Not 473 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water 474 for the Property. Buyer [] Does Qx Does Not acknowledge receipt of a copy of the current well permit. ❑ There is No Well. 475 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 476 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 477 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 478 , 10.9. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater or appliance, a 479 fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties 480 acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within 481 fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code. 482 10.10. Lead -Based Paint. Unless exempt, if the improvements on the Property include one or more residential dwellings 483 for which a building permit was issued prior to January 1, 1978, this Contract is void unless (1) a completed Lead -Based Paint 484 Disclosure (Sales) form is signed by Seller, the required real estate licensees and Buyer, and (2) Seller receives the completed and 485 fully executed form prior to the time when this Contract is signed by all parties. Buyer acknowledges timely receipt of a completed 486 Lead -Based Paint Disclosure (Sales) form signed by Seller and the real estate licensees. 487 10.11. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, 488 disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was 489 remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S. Buyer further 490 acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever 491 been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 25.1, upon Seller's receipt of Buyer's 492 written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test results that indicate the 493 Property has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of 494 the State Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the 495 results of the test. 496 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 497 498 1 CLOSING PROVISIONS 499 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 500 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 501 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 502 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing 503 Company, in a timely manner, all required loan documents and financial information concerning Buyer's new loan. Buyer and 504 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 505 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. CBSI-8-13. CONTRACTTO BUY AND SELL REAL ESTATE(RESIDENTIAL) Pageioor16 506 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑X Are Not executed with 507 this Contract. 508 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 509 the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by slo Buyer and Seller 511 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 512 between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 513 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 514 other terms and provisions hereof, Seller must execute and deliver a good and sufficient General Warranty deed 515 to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 516 provided herein, title will be conveyed free and clear of all liens, including any governmental liens for special improvements 517 installed as of the date of Buyer's signature hereon, whether assessed or not. Title will be conveyed subject to: 518 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 519 accepted by Buyer in accordance with Record Title (§ 8.2), 520 13.2. Distribution utility easements (including cable TV), 521 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 522 knowledge and which were accepted by Buyer in accordance with Off -Record Title (§ 8.3) and Current Survey Review (§ 9), 523 13.4 Inclusion of the Property within any special taxing district, and 524 13.5. Other n/a 525 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the 526 proceeds of this transaction or from any other source. 527 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 528 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 529 to be paid at Closing, except as otherwise provided herein. 530 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 531 One -Half by Buyer and One -Half by Seller ❑ Other 532 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 533 assessments (Status Letter) must be paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller Q None. 534 Any record change fee assessed by the Association including, but not limited to, ownership record transfer fees regardless of name 535 or title of such fee (Association's Record Change Fee) must be paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One - 536 Half by Seller ME None. 537 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of % of the Purchase Price must be paid at Closing by 538 ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller Q None. . 539 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 540 of community association fees, developer fees and foundation fees, must be paid at Closing by ❑ Buyer ❑ Seller ❑ One - 541 Half by Buyer and One -Half by Seller 0 None. The Private Transfer fee, whether one or more, is for the following 542 association(s): in the total amount of _% of the Purchase 543 Price or $ 544 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 545 $ for: 546 Water Stock/Certificates Q Water District 547 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ 548 and must be paid at Closing by ❑Q Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ None. 549 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by ❑ 550 Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller Q None. 551 16. PRORATIONS. The following will be prorated to the Closing Date (§ 3), except as otherwise provided: 552 16.f. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 553 year of Closing, based on ❑N Taxes for the Calendar Year Immediately Preceding Closing ❑ Most Recent Mill Levy and 554 Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled 555 veteran exemption or ❑ Other 556 16.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will transfer or credit to 557 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of 558 such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must 559 assume Seller's obligations under such Leases. CBSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 16 560 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 561 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred 562 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 563 Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. 564 Any special assessment assessed prior to Closing Date (§ 3) by the Association will be the obligation of ❑ Buyer ❑ Seller. 565 Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's 566 signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller. Seller represents that the Association 567 Assessments are currently payable at approximately $ 0.00 per II/a and that there are no unpaid regular 568 or special assessments against the Property except the current regular assessments and rt/a . Such 569 assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the Association to 570 deliver to Buyer before Closing Date (§ 3) a current Status Letter. 571 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan, and n/a 572 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 573 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date (§ 3) at Possession Time (§ 3), 574 subject to the Leases as set forth in § 10.6.1.1. 575 576 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable 577 to Buyer for payment of $ 350.00 per day (or any part of a day notwithstanding § 18.1) from Possession Date (§ 3) and 578 Possession Time (§ 3) until possession is delivered. 579 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following box is checked, 580 then Buyer X Does Not represent that Buyer will occupy the Property as Buyer's principal residence. 581 Note: If the parties agree to execute a Post -Closing Occupancy Agreement, the document should appear in Attachments (§ 31). 582 583 1 GENERAL PROVISIONS I 584 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 585 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain 586 Time (Standard or Daylight Savings as applicable). 587 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, 588 the first day is excluded and the last day is included (e.g., three days after MEC). If any deadline falls on a Saturday, Sunday or 589 federal or Colorado state holiday (Holiday), such deadline 0 Will ❑ Will Not be extended to the next day that is not a 590 Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 591 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 592 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 593 condition existing as of the date of this Contract, ordinary wear and tear excepted. 594 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 595 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), Seller is obligated 596 to repair the same before Closing Date (§ 3). Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), if 597 the Property Damage is not repaired before Closing Date (§ 3) or if the damage exceeds such sum. Should Buyer elect to carry out 599 this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received 599 by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of any 600 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not 601 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option of 602 Buyer, Seller must assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such insurance 603 policy, but not to exceed the total Purchase Price. 604 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 605 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged 606 between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement 607 of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the 608 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance 609 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 610 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before 611 Closing Date (§ 3), or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such 612 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim CBSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(RESIDENTIAL) Page 12 or 16 613 against the Association, if any, will survive Closing. Seller and Buyer are aware of the existence of pre -owned home warranty 614 programs that may be purchased and may cover the repair or replacement of such Inclusions. 615 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 616 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 617 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on such condemnation action, in 618 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 619 Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution 620 in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase 621 Price. 622 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 623 Property prior to Closing in verify that the physical condition of the Property and Inclusions complies with this Contract. 624 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 625 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 626 of title and consultation with legal and tax or other counsel before signing this Contract. 627 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 628 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 629 hereunder is not performed or waived as herein provided, the nondefaulting party has the following remedies: 630 21.1. If Buyer is in Default: 631 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money 632 (whether or not paid by Buyer) will be paid to Seller and retained by Seller; and Seller may recover such damages as may be 633 proper; or Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or 634 damages, or both. 635 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. All 636 Earnest Money (whether or not paid by Buyer) will be paid to Seller, and retained by Seller. Both parties will thereafter be released 637 from all obligations hereunder. It isagreedthat the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and not a 638 penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of 639 Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly 640 waives the remedies of specific performance and additional damages. 641 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 642 hereunder will be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as 643 being in full force and effect and Buyer has the right to specific performance or damages, or both. 644 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 645 or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court must award to the prevailing party 646 all reasonable costs and expenses, including attorney fees, legal fees and expenses. 647 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties must first 648 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 649 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 650 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 651 share equally in the cost of such mediation. The mediation, unless otherwise agreed, will terminate in the event the entire dispute is 652 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 653 last known address. This section will not alter any date in this Contract, unless otherwise agreed. 654 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 655 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 656 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole 657 subjective discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and 658 deposit Earnest Money into a court of competent jurisdiction, (Earnest Money Holder is entitled to recover court costs and 659 reasonable attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money 660 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the 661 .lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is 662 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit, and has 663 not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order, 664 of the Court. The parties reaffirm the obligation of Mediation (§ 23). This Section will survive cancellation or termination of this 665 Contract. CBS] -8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 16 666 25. TERMINATION. 667 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 668 termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written 669 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminale is not received on or 670 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as 671 satisfactory and waives the Right to Terminate under such provision. 672 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be 673 returned and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 674 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute 675 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or 676 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is 677 valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this 678 Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. 679 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 680 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a signed 681 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any 682 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 683 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23 and except as provided in 684 § 27.2). Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller is effective 685 when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative of Seller, 686 or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation described 687 in § 23 and except as provided in § 27.2). 688 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including a signed document or written 689 notice, may be delivered in electronic form only by the following indicated methods: ❑' Facsimile ❑' Email ❑ Internet. If no 690 box is checked, this § 27.2 is not applicable and § 27.1 governs notice and delivery. Documents with original signatures will be 691 provided upon request of any party. 692 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 693 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 694 located in Colorado. 695 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 696 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or 697 before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document will become a contract 698 between Seller and Buyer. A copy of this Contract may be executed by each party, separately, and when each party has executed a 699 copy thereof, such copies taken together are deemed to be a full and complete contract between the parties. 700 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not 701 limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), Title 702 Insurance, Record Title and Off -Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection, 703 Indemnity, Insurability, Due Diligence, Buyer Disclosure and Source of Water (§ 10). 704 705 1 1 ADDITIONAL PROVISIONS AND ATTACHMENTS 706 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 707 Commission.) 708 709 Buyer shall pay the first earnest money payment as described in Article 3 item 1 of $50,000, and 718 Buyer shall pay the second/final earnest money payment of $50,000 by February 28, 2015. 711 712 Seller shall remove all personal property, debris and trash from the Property prior to closing. 713 714 715 CBSI$13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 14 of 16 116 31. ATTACHMENTS. 717 31.1. The following attachments area part of this Contract 719 Addendum 1, Exhibit A, Exhibit B and Exhibit C 720 721 312. The following disclosure forms are attached but are not a pert of this Contract 722 723 724 723 726 1 SIGNATURES 727 Buyer's Name: Steven F. Child, Chair BuyersName: Dale Will_ D;feG LO x SRae - [SO��ata o� Cour+t� Coyn.issjonel S (Z oMhe ,ley apff•ovai - Sere gckledu.+PP3 Buyer's Signature I Dati guyer's 91pature Date Address: PhoneNo.: Fax No.: Electronic Address: Address: Phone No.: Fax No.: Electronic Address: 729 729 INOTE: If this offer ls being countered or rejected, do not sign this document. Refer to $ 321 Seller's Name: Five Winds Investments LLC SellcesNow: 128/1 ;-- Seller's signature Date Address: Phone No.: Fax No.: Electronic Address: 730 731 32. COUNTERi REJECTION. 7%b offer Is ❑ Countered ❑ Rejected. 732 Initials only of party (Buyer or Seller) who mustered or rejected offer _ 733 END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker Q Docs ® Don Not acknowledge receipt or Earnest Money deposit sail, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that If Brokerage Firm is the Earnest Money Holder and, except w provided in 124, if the Earnest Money has not already been returned following receipt or a Notice to Terminate or other written notice of termination, Eaawst Money Holder will release the Earnest Money as directed by the written mutual iastractiorm Such release of Earnest Money will be meds within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. CBS12-33. COMIUCT TO BW AND l3EI.t. REAL MATE(RESIDMIAL) P■ae lS err la 716 31. ATTACHMENTS. 717 31.1. The following attachments are a part of this Contract: 718 Addendum 1, Exhibit A, Exhibit B and Exhibit C 719 720 721 31.2. The following disclosure forms are attached but are not a part of this Contract: 722 723 724 725 726 1 SIGNATURES 727 Buyer's Name: t�Steven F. Child, Chair Buyer's Name: Dale WIII D,('ec+i- oven sQ e `[302f,6 OT Covre}�!, CohhsiSSic3Ael S(� UMn%e s,\V a 1^c1v 2.1 - SV -e Ac)r)OPP .duM 3 3�a5��015 ,1f_ I—jS Buyer's Signatureate Royer's Signature Date Address: Phone No.: Fax No.: Electronic Address: Address: Phone No.: Fax No.: Electronic Address: 728 729 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 321 730 731 732 733 Seller's Name: Five Winds Investments LLC Seller's Name: Seller's Signature Date Address: c/o Carol Dopkin Aspen Snowmass Sotheby's Phone No.: 415 East Hyman Ave. Fax No.: Aspen CO 81611 Electronic Address: 970-429-6046 Seller's Signature Date Address: Phone No.: Fax No.: Electronic Address: 32. COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected. Initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does ❑x Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, 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 will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder'sreceipt of the executed written mutual instructions, provided the Earnest Money check has cleared. CBSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 16 734 Broker is working with Buyer as a ❑ Bayer's Agent ❑ Sener's Agent ® Transuction-Broker in this transection. ❑ This Is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑ Bayer ❑ Other Address: 415 East Hyman Ave. Aspen CO 81611 phone Non 970-429-6046 Fax No.: Electronic Address: 34. BROKER'S ACKNOWLEDCMENTSAND COMPENSAVONDISCLOSURE. (To be completed by Broker working with Sailer) Broker ❑ Does ❑ Does Not acknowledge receipt of Eamest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with my mediation concluded under 123. Broker agrees that If Brokerage Fina Is dre Eamest Money Holder and, except as provided in 124, if the Earnest Money has not already been returned following receipt of a Notice to Terminme or other written notice of termination, Earnest Money Holder will release the Eemeri Money as directed by the written mutual instructions. Such redeem of Eamest Money will be made within five days or Eamest Money Holder's receipt of the executed written mated instructions, provided tire Earnest Money check has cleared. Broker is working with Seller as a ❑ Seller's Agent ❑ Buyer's Agent ©Tram ietion-Broker in this transactton ® This h a Cheap of State& Brokerage Firm's compensation or commission is to be paid by 0 Seller ❑ Bayer ❑ Other Address: phone No.: Fax No.: Electronic Address: tai MT Iur CBSI41-13. CONiMCTTO M AND ML REAL E3ifATE(RlSIOP f&44 PAP IG of l6 ADDENDUM 1 TO CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AS BUYER AND FIVE WINDS INVESTMENTS LLC AS SELLER, DATED JANUARY 29, 2015 This Addendum is made a part of that certain Contract to Buy and Sell Real Estate dated January 29, 2015, ("Contract") between Pitkin County Board of County Commissioners as buyer ('Buyer") and Five Winds Investments LLC as seller ("Seller"), with respect to property known as Pitkin County Parcel Number(s) 246721400008 of approximately 43.28 acres located in the County of Pitkin State of Colorado ('Property"). In the event of any conflict or inconsistency between the provisions of this Addendum and the Contract, the provisions of this Addendum shall govern and control. 1. SURVEY. On or before the Current Survey Deadline, Seller shall deliver to Buyer a current Improvement Survey Plat of the of the Property certified by a licensed Colorado surveyor for the express benefit of Seller, Buyer and the Title Company, in form and content sufficient to cause the Pitkin County Title Company to issue an endorsement to its title commitment agreeing to delete from Schedule B (Section 2) of its to -be -issued title policy standard printed exception Nos. 1, 2, and 3 at cost to Buyer. In the event the Improvement Survey Plat discloses matters which in the Buyer's 'opinion constitute defects in the merchantability of Seller's title, Buyer must give Seller written notice of such unsatisfactory title condition(s) no later than the Record Title Objection Deadline. If Buyer in fact gives such notice to Seller in a timely manner, the provisions of Paragraph 8.4 of the Contract shall apply thereto. If no such notice is timely given, Buyer shall be deemed to have waived any objections to matters shown on the Improvement Survey Plat. 2. STANDARD SCHEDULE B-2 EXCEPTIONS. Seller shall furnish to the Buyer at Buyer's expense an endorsement from Pitkin County Title Company to delete standard exceptions 1-6 on Schedule B-2 of the Title Insurance Commitment. Notwithstanding the foregoing, exception number 6 shall remain but shall be limited to taxes, assessments and charges for the year of closing and subsequent years and such items will be prorated to the closing date and the proration shall be considered final. 3. COUNTY APPROVAL. Notwithstanding the signature hereto by the Open Space Director recommending Buyer's approval, the obligation of Buyer to perform hereunder is expressly conditioned upon the adoption by Buyer of an ordinance authorizing the sale of the Property to Buyer pursuant to this Contract. In the event such ordinance is not duly adopted by Buyer on or before March 11, 2015, or any extension thereof as the Seller and/or Buyer may agree in writing, either Seller or Buyer may, upon written notice to the other, terminate this Contract whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. In the event such ordinance is timely adopted, Buyer shall, at the request of Seller, re -execute this Contract by the signature of the Chairman or Vice -Chairman of the Pitkin County Board of County Commissioners. 4. ADDITIONAL DOCUMENTS. At Closing, Seller shall execute and deliver such documents as shall be necessary to transfer and convey the Property to Buyer, free and clear of all liens and encumbrances, all right, title and interest of Seller, to the extent provided for in this Agreement. 5. INTEREST ON EARNEST MONEY. Any and all monies paid by Buyer prior to closing shall be placed in an insured, interest bearing money market -type account with a local commercial bank with all interest thereon to accrue for the benefit of Buyer. Whether or not Buyer shall ever be in default under this Contract resulting in a forfeiture of its earnest money, Buyer shall nevertheless be entitled to retain, as its sole and separate property, all interest earned on said earnest money. 6. NOTICES. Any notice, demand or document which either party is required or may desire to give, deliver or make to the other party shall be in writing and shall be personally delivered or given by facsimile transmission or given by United States certified mail, return receipt requested, addressed as follows: To Buyer: Attn: Dale Will Director, Pitkin County Open Space and Trails 530 East Main Street, 3`d Floor Aspen, CO 81611 Facsimile No.: (970) 920-5198 With copy to: John Ely, County Attorney Pitkin County, Colorado 530 East Main Street Aspen, CO 81611 Facsimile No.: (970) 920-5198 To Seller: Five Winds Investments LLC Attn: A. Bradley Howe, Successor Trustee, Manager Covanta Energy Corporation 445 South Street Morristown NJ 07960 With copy to: Herbert S. Klein, Esq. Klein Cote Edwards Citron, LLC 101 S. Mill St. #200 Aspen CO 81611 With copy to: Carol Dopkin Aspen Snowmass Sotheby's International Realty 415 East Hyman Ave. Aspen, CO 81611 Cell: 970-618-0187 Office: 970-429-6046 Fax: 970-544-9014 Any notice, demand or document so given, delivered or made by United States mail shall be deemed to have been given three (3) days after the same is deposited in the United States mail as certified matter, addressed as above provided, with postage thereon fully prepaid. Notice by facsimile transmission shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery shall be deemed given when received. Notices may also be given by e-mail. 7. WATER. As of the date of Closing, water rights as described in the Contract shall be free and clear of any financial obligations, encumbrances and liens; provided, however, that pursuant to the recorded Water Rights Agreement dated July 26, 2006, recorded under reception number 616780 on 1/20/2015, in the records of the Clerk and Recorders Office of Pitkin County, between the Seller and Exchange Holdings of Aspen LLC, Seller has an obligation to file an application to change the point of diversion of the Wheatley Ditch from the decreed location to the actual point of diversion. Seller shall, at Seller's sole cost and expense, file the application to change the point of diversion within sixty (60) days from the date of the Contract. All ditch fees, water contract fees, and water assessments shall be prorated through the date of Closing. Seller shall provide the Buyer with copies of Water Decrees, Well Permits and Basalt Water Conservancy District Allotment Contract on or before the Off Record Title Deadline as noted in the Contract. 8. TENANTS. Buyer shall purchase the Property as described in the Contract free and clear of any financial obligations, encumbrances and liens due to any current or former tenants. 9. MISCELLANEOUS. (a) Saturday. Sunday or Holiday. If any time period referred to in this Contract shall end on a Saturday, Sunday or legal holiday, such time period shall automatically be extended to the first regular business day thereafter. (b) Controlling Law. This Contract shall be construed in accordance with and governed by the laws of the State of Colorado. The parties hereto agree and intend that the proper and exclusive forum for any litigation of any disputes or controversies arising out of or related to this Contract shall be the District Court for Pitkin County, Colorado. For purposes of any litigation, the parties consent to the chosen forum for purposes of jurisdiction and venue. (c) Counterparts. This Contract (or any amendments, modifications or extensions hereof) may be executed in several counterparts and, after execution and as executed, shall constitute an agreement binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. (d) Further Assurances. Each of the parties agree to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded such further instruments and documents and such certificates, and to do all things and acts as the other party may reasonably require in order to carry out the intentions of this Contract and the transaction contemplated hereby. (e) Survival. All of the warranties and representations contained in this Contract of an ongoing nature or intended to survive shall survive the actual closing of the transaction contemplated thereby. (f) Construction. No provision of this Contract shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have requested, drafted, required or structured such provision. It is the intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act, nor shall tilts Contract be construed against such party by virtue of its actions in retaining the scrivener. (g) Attorneys' Fees. In the event of any action for breach of, to enforce the provisions of, or otherwise involving this Contract, the court in such action shall award a reasonable sum as attorneys' fees to the party who, in light of the issues litigated and the court's decision on those issues, was the prevailing party in the action. If a party voluntarily dismisses an action, a reasonable sum as attorneys' fees shall be awarded to the other party. (e) RFTA Access: Buyer understands that it will be responsible for obtaining any right of way license from the Roaring Fork Transpiration Authority ("RFTA") necessary for access to the Property. Seller will cooperate with Buyer as reasonably necessary, but shall not be obligated to incur any cost or expense in doing so. Buyer shall attempt to obtain from RFTA an appropriate access License, in a form acceptable to Buyer in Buyer's sole discretion (the "License"), prior to Closing. In the event Buyer fails to obtain the License, 'or if Buyer is not satisfied with the potential of obtaining the License by the Due Diligence Documents Resolution Deadline, then this Contract shall terminate on the Due Diligence Documents Resolution Deadline, whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. EXHIBIT "A" LEGAL DESCRIPTION PARCEL A A tract of land being part of Tract 68 situated in the Southwest 1/4 Southwest 114 of Section 22 and in the Northwest 1/4 Northwest 1/4 of Section 27, Township 8 South, Range 86 West of the 6th P.M., said tract is more fully described as follows: Beginning at a point on the Southwesterly edge of the Denver & Rio Grande Railroad right-of-way, whence the witness corner to the Northwest Corner of said Section 27 (a U.S.G.L.O. Brass Cap) bears S 63°57'23" W 330.54 feet; thence S 34°10'17" E 255.13 feet along the Southwesterly edge of said R.O.W.; thence South 240.00 feet to a point on the Northeasterly bank of the Roaring Fork River; thence N 59°53'42" E 165.64 feet along said bank of river; thence North 368.00 feet to the point of beginning. PARCEL B A tract of land situated in Tracts 65, 66, 67 and 68, said Tracts being parts of Section 21, 22, 27 and 28, Township 8 South, Range 86 West of the 6th P.M., and being more fully described as follows: Beginning at Angle Point No. 1 of said Tract 65, thence North 304.32 feet to Angle Point No. 2 of said Tract 66; thence S 87°35'13" E 1463.30 feet to Angle Point No. 1 of said Tract 66; thence South 1636.38 feet to Angle Point No. 4 of said Tract 66; thence N 88"1600" E 399.30 feet along the North line of said Tract 68, to the Northwest corner of that certain tract of land conveyed to Otto L. Kuehn, a/k/a Ottie Kuehn, by Deed recorded August 29, 1967 in Book 228 at Page 526 of the Pitkin County records; thence South 2172.75 feet along the West line of said Tract conveyed to Otto L. Kuehn to the Northerly right-of-way line of Colorado State Highway No. 82; thence N 46'54'20" W 1051.73 feet along the Northerly right-of-way line of said Highway; thence along the arc of a curve to the right having a radius of 1860.00 feet a distance of 681.73 feet along said right-of-way; thence N 25°54'19" W. a distance of 513.50 feet along said right-of-way; thence along the arc of a curve to the left having a radius of 2342.00 feel a distance of 407.14 feet along said right-of-way to the most Southerly corner of that Tract of land described In Book 214 at Page 565 of the Pitkin County Records; thence N 55°25'00" E along the Southerly line of said Tract to the center of the Roaring Fork River, thence Northwesterly along the centerline of said river to the North line of said Tract 65; thence S 89°23'20" E 1125.16 feet to Angle Point No. 1 of said Tract 65, the point of beginning. EXCEPT that part of the above described parcel previously conveyed to the Denver and Rio Grande Western Railroad Company, being a strip of land 100 feet on either side of the centerline of the tract of the D & R G W RR as presently constructed and in place over and across the above described tract. EXCEPT Final Plat of the Johns Lot Line Adjustment and 1 st Amendment to the Naylor Lot Split, according to the Plat thereof recorded in Plat Book 36 at Page 51. EXCEPT that portion of the subject property conveyed the the Colorado Department of Transportation in Deed recorded April 3, 2001 as Reception No. 452977. EXCEPT that portion of the subject property conveyed by Deed recorded July 28, 2006 as Reception No. 526970 EXHIBIT B Any and all water rights appurtenant to the Property, including but not limited to those water rights as described below: 0.516 c.f.s. of the Alexis Arbaney Ditch Priority No. 211C decreed in Civil Action No. 1104 on June 3, 1904 in Garfield District Court with an appropriation date of May 15, 1897; 0.50 c.f.s. of the Kester Ditch #82A Priority No. 113B decreed in Civil Action No. 876 on February 20, 1900 in Garfield District Court with an appropriation date of April 1, 1885; 0.71 c.f.s. of the Wheatley Ditch First Enlargement Priority No. 260 decreed in Civil Action No. 2801 on September 22, 1930 in Garfield District Court with an appropriation date of June 1, 1902; and 0.284 c.f.s. of the Wheatley Ditch Second Enlargement Priority no. 367 decreed in Civil Action No. 3082 on August 25, 1936 in Garfield District Court with an appropriation date of March 1, 1906. Together with and assignment of the following: Basalt Water Conservancy District Allotment Contract Nos. 451, 452 and 462; and Colorado Division of Water Resources Well Permit Nos. 63615-F, 77963-F and 77966-F. EXHIBIT C 1. Article 2.6 Exclusions: Those items listed as exclusions on the inventory to be provided by Seller pursuant to Paragraph 2.5.2. 2. Article 9.1.1, line 387 and 388, are removed from the Contract. Page I of 2 Aspen $otheb s•Aspen Snowmass Sotheby's International Realty .....,.e. Y 415 East Hyman Avenue Aspen, CO 81611 Snowmass ! Carol R. Dopkln Ph: 970-429-6046 Fax: 970-544-9014 1 2 THIS FORM HAS IM PORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER OUNSEL BEFORE SIGNING. 3 4 AGREEMENT TO AMEND/EXTEND CONTRACT 5 s Date: 1/30/2015 7 1. This agreement amends the contract dated 112912015 (Contract), between Five Winds Investmetns CLC a (Seller), and Pltkhr County Board of County Commissloners (Buyer), relating to the sale and purchase of the following legally described real estate In the County of 9 Pitkin, Colorado: to See contract I I known as No. 99 Lower River Road Snowiness CO 81654 (Property). I2 NOTE: If the table is omitted, or if any Item Is left blank or is marked in the "No Change" column, it means no 13 change to the corresponding provision of the Contract If any item Is marked In the "Deleted" column, It means that the corresponding provision of the Contract to which reference is made is deleted. 14 is 2. §3. DATES AND DEADLINES. [Omitted as Inapplicable] 16 3. Other dates or deadlines set forth in the Contract are changed as follows: Regarding 2.5.2 Personal Property 17 Inventory will be provided by February 6, 2015 not January 28, 2015 18 19 4. Additional amendments: 20 1118 21 All other terms and condigona of the Contract remain the same. 22 This proposal expires unless accepted in writing by Seiler and Buyer as evidenced by their signatures below and the 23 offering party to this document receives notice of such acceptance on or before 2/2/2015 Mountain Time. Date Time 24 _ ''JIBlertirrW2naE as Tvvsice 2s Seller. Five Winds Investmetns LLC By: A. 8radley.Howe„ Successor Trustee, Manage -. 26 27 Seller. Date: 26 29 30 31 httpsWwww.ctmecontracts.com/eContracts/m econ/Contracts/Listing_Contracts/PRINT_A... 2/312015 Page 2 of 2 �•I 5U P,- C 4 Buyer: Pitkin County Board of County Commissioners By. Steven F. Child, Chair, Board of, County Commissioners 32 Buyer.'P/tkln County Board of County Commissioners By: Dale W!!l, Dlrecto_r, open space V , , �,i��yl`-,_�pKNAL _PSA A��5uDuw PP 3 . 34 AE41-8.13. AGREEMENT TO AMENDIEXTENU CONTRACT RM ecantracts - oz65 crM software Carp. - https:// www.ctmecontracts.comleContractsfm_econlContracts/Listing_ContractsIPRlNT_A... 2/3/2015 9 10 I 12 13 14 15 16 17 18 19 20 21 22 23 24 25 The printed portions of this form, excepi differentiated additions, have been approved by the Colorado Real Estate Commission. (AE41.8.13) (Mandatory 1-14) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. AGREEMENT TO AMEND/EXTEND CONTRACT Date: '3-2—/ S I. This agreement amends the contract dated 01292015 (Contract), between PIlkln Canny Board of Canty Comm[ssbners (Seller), and Fne Winds Invesanents LLC (Buyer), relating to the sale and purchase of the following legally described real estate in the County of Pitkin Colorado: see contract known as No. 99 Lower River Rd. 3nowmass CO 81654 Street Address City State s • Zip (Property). NOTE: 'If the table is omitted, or If any item is left blank or is marked in the "No Change" column, it means no change to the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 2. §3. DATES AND DEADLINES. [Note: This table maybe omitted if inapplicable.] Item No. Reference Event Date or Deadline No Chan a Deleled I 0 4.3 Alternative Earnest Money Deadline Title 2 ',8.1 Record Title Deadline 3 § 8.2 Record Title Objection Deadline 4 ' 8.3 Off -Record Title Deadline 5 $ 8.3 Off -Record Title Objection Deadline ' 68.4 Title Resolution Deadline 7 8.6 Ri ht of First Refusal Deadline Owners' Association 8 ' 7.3 Association Documents Deadline 9- § 7.4 Association Documents Objection Deadline Seller's Property Disclosure' 10 § 10.1 Seller's Property Disclosure Deadline Loan and Credit I]_ ' 5.1 Loan Application Deadline 12 p 5.2 Loan Objection Deadline 13 § 5.3 Buyer's Credit Information Deadline 14 $ 5.3 Disapproval of Buyer's Credit Information Deadline 15 Q 5.4 Existing Loan Documents Deadline 16 5 5.4 Existing Loan Documents Objection Deadline 17 § 5.4 Loan Transfer Approval Deadline 18 ' 4.7 Seller or Private Financing Deadline Appraisal 19 tl 6.2 Appraisal Deadline 20 § 6.2 Appraisal Objection Deadline Survey 21 ' 9.1 Current Survey Deadline 22 § 9.2 Current Survey Objection Deadline AE41-8-13. AGREEAIEN?TOA\TEND/EXTENDCOWRACT Page l oft 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 Item No. Reference Event Date or No Deadline Chan a Deleted 23 § 9.3 Current Survey Resolution Deadline Inspection and Due Diligence C t .=-"—....`.'1 lz ] 24 § 10.2 Inspection Objection Deadline etarce lo, ems 25 § 103 Inspection Resolution Deadline ►lurch 17.2015 26 10.5 Property Insurance Objection Deadline 27 10.6 Due Diligence Documents Delivery Deadline 28 § 10.6 Due Diligence Documents Objection Deadline 29 § 10.6 Due Diligence Documents Resolution Deadline 30 § 10.6 Environmental Inspection Objection Deadline CBS2, 3, 4 31 § 10.6 ADA Evaluation Objection Deadline CBS2, 3, 4 32 ' 10.7 Conditional Sale Deadline 33 11.1 Tenan(Estoppel Statements Deadline CBS2, 3, 4 34 11.2 Tenant Estoppel Statements Objection Deadline CBS2, 3, 4 Closing and Possession D 35 § 12.3 Closing Date 36 § 17 Possession Date 37 § 17 Possession Time 3. Other dates or deadlines set forth in the Contract are changed as follows: Section 2 Items 24 and 25 deadlines are changed in order to give additional time for the Buyer to have a professional Environmental Inspection completed. All other inspections have been completed and found to be acceptable to the Buyer. 4. Additional amendments: All other terms and conditions of the Contract remain the same. This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before Date Time Buyer's Name: Pitkin County Board of County Commissioners Buyer's Name: ,Jt +�'` Co.,���oaJ of Com Cun+r3di�-alt Buyer's Signature Date Buyer's Signature Vatc Selier'sName: Five Winds Investments LLC W4:�5e3Ttv-Aee 2 6 Sal i et Dat 43 Seller's Name: Seller's Signature Date AE4141-11 AGREEMENT TO AMENDIE\TEND CONTRACT Pap2of2 Amendment to Real Estate Contract Dated: March 5, 2015 This agreement amends the contract dated 01/29/2015 ("Contract') between Pitkin County Board of County Commissioners ('Seller") and Five Winds Investments LLC ('Buyer") relating to the sale and purchase of the following legally described real estate in the County of Pitkin State of Colorado: see Contract known as 99 Lower River Road Snowmass CO 81654 1. Article 2, Item 6 - the Title Resolution Deadline is changed to March 13, 2015. 2. Article 2, Item 30 - The Environmental Inspection Objection Deadline is March 13, 2015 3. The Environmental Inspection Resolution Deadline is March 20, 2015. 4. Article 2, Item 35 - Closing Date is changed to March 27, 2015 5. Article 2, Item 36 - Possession Date is changed to March 27, 2015 6. Item 6 of paragraph 2 of this Amend/Extend referring to the title objection resolution deadline is amended as shown in paragraph 2 above in order to provide the parties time to document their understandings with respect to satisfying title objections concerning the Water Rights Agreement and a trail easement, both of which involve the property to the north of subject property. Otherwise, all title and survey objections have been satisfied. 7. In the event that Seller is unable to get all tenants to vacate the property by the closing date, the closing date shall be extended by up to 90 days, to a date that is seven days after written notice from Seller to Buyer that the property is vacant. In the event that the Seller is unable to provide the Property in vacant condition at the end of said 90 day period, Buyer shall have the right to terminate this Agreement by giving notice to Seller not later than the third day after expiration of said 90 day period, in which event this Agreement shall terminate, be deemed null and void and Buyer shall receive back its earnest money. If Buyer does not give said notice as required hereby, this condition shall be deemed waived and closing shall take place on the tenth (10th) day after expiration of said 90 day period." 8. At Closing, Seller shall credit the Buyer $5,000 to remove debris from the property, which does not include removal of all Sellers and tenants property within the structures. 9. In Addendum 1, paragraph 3, the date in the second sentence is changed from March 11, 2015 to March 26, 2015. 10. In Addendum 1, paragraph 9(e), the last sentence shall be replaced with the following: "In the event Buyer fails to obtain the License, or if Buyer is not satisfied with the potential of obtaining the License by March 13, 2015, then this Contract shall terminate, whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid.". BUYER: Pitkin County Board of County Commissioners BY: I" f Chair of the Board of County Commissioners BY:Dale Will, Director of Pitkin County Open Space SELLER: Five Winds Investments, LLC, a Colorado Limited Liability Company. By: T. Gregory Kiranoff Revocable Family Trust Dated April 25, 2001, as amended and restated, its Sole Member and Manager. Bradley Howe, Successor Trustee, Manager BUYER: Pitkin County Board of County Commissioners BY: Chair of the Board of County Commissioners BY: Dale Will, bireotor of Pitkin County Open Space SELLER: Five Winds Investments, LLC, a Colorado Limited Liability Company. By: T. Gregory Kiranoff Revocable Family Trust Dated April 25, 2001, as amended and restated, its Sole Member and M7MIIoi By:lee Bradley Howe, Successor Trustee, Manager AMENDMENT TO CONTRACT Date: March 112015 This Amendment is to the contract for the sale of real estate dated January 29, 2015, between the Board of County Commissioners of Pitkin County, Colorado (`Buyer') and Five Winds Investments, LLC ("Seller'). For good and valuable consideration, including the agreements set forth herein, the Parties agree as follows: 1. The title objection resolution deadline is amended to March 20, 2015 in order to provide the parties time to document their understandings with respect to satisfying title objections concerning the Water Rights Agreement and a trail easement, both of which involve the property to the north of subject property. Otherwise, all title and survey objections have been satisfied. 3. Buyer hereby waives the contingency for its satisfaction with access license issues referred to at Addendum 1, paragraph 9(e). BUYER: Pitkin County Board of County Commissioners BY: d4z, Chair of the Board of County Commissioners BY:../ �� Dale Witl, Director of Pitkin County Open Space SELLER: Five Winds Investments, LLC, a Colorado Limited Liability Company. By: T. Gregory Kiranoff Revocable Fargily T�st Dated April 25, 2001, as amended and restated, its Sole Member and Manager. �� ✓vs�fPe Manager March 23, 2015 Via email: Five Winds Investments LLC Attn: A. Bradley Howe Covanta Energy Corporation 445 South Street Morristown, NJ 07960 RE: Acquisition of Kirianoff South Parcel, 99 Lower River Road a/k/a Lazy Glen Property, Snowmass Title & Survey Objections Dear Mr. Howe: We are in receipt of the Commitment for Title Insurance issued by Pitkin County Title Inc., under case number PCT23922W4, effective date being March 12, 2015, ('Title") and the Improvement Survey Plat titled "Kirianoff South Parcel" dated March 2, 2015, ('Survey") completed by SGM Inc. under Job No. 93057G. Pursuant to the Contract to Buy and Sell Real Estate dated January 29, 2015, ('Contract") and subsequent Amendments to the Contract between Pitkin County as Buyer and Five Winds Investments LLC as Seller, Buyer submits the following record objections and resolutions: The objection to Schedule B-2 Exception 20 on the Title and the objection to Item 20 on the first page of the Survey ('Walking Agreement') have not been resolved at this time however Seller agrees to amend the Walking Agreement by executing and recording the amendment thereto attached hereto as Exhibit A, at closing. The Contract purchase price under Article 4.1 is reduced from $2,600,000 to $2,585,000. The reduction of $15,000 is to offset the cost for the County to accept the responsibility of filing the application to change the point of diversion of the Wheatley Ditch as contemplated in Article 7 of Addendum I of the Contract and the Seller agrees to amend the Water Rights Agreement referred to in Addendum 1, paragraph 7 by executing and recording the amendment thereto attached hereto as Exhibit B, at closing. BUYER: PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS BY: , Chair of the'Board of County Commissioners BY: Matthew F. Adeletti, Acquisition Manager, Pitkin County Open Space and Trails Department SELLER: FIVE WINDS INVESTMENTS, LLC By: T. Gregory Kiranoff Revocable Family Trust Dated April 25, 2001, as amended and restated, its So Member and Manager. By: Herbert'S. Klein, Special, Manager cc: Herbert S. Klein, Esq. (hsk a,kceclaw.com ) Carol Dopkin/Aspen Snowmass Sotheby's (Carol @ caroldo pkin.com ) Dale Will/Director Pitkin County OST (Dale.Will@ pitkincounty.com ) BUYER: PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS BY: , Chair of the'Board of County Commissioners BY: _ Matthew F. Adeletti, Acquisition Manager, Pitkin County Open Space and Trails Department SELLER: FIVE WINDS INVESTMENTS, LLC By: T. Gregory Kiranoff Revocable Family Trust Dated April 25, 2001, as amended and restated, its Sole Member and Manager. By: Herbert S. Klein, Special, Manager cc: Herbert S. Klein, Esq. (hsk@kceclaw.com ) Carol Dopkin/Aspen Snowmass Sotheby's (Carol@caroldopkin.com ) Dale Will/Director Pitkin County OST (Dale.Will@ pitkincounty.com ) RECEPTION#: 618520, 03/27/2015 at 12:35:13 PM, 1 OF 1, R $11.00 DF $0.00 Janice K. Vos Caudill, Pitkin County, CO STATEMENT OF AUTHORITY (38-30-172, C.R.S) 1. This Statement of Authority relates to an entity named: FIVE WINDS INVESTMENTS, LLC 2. The type of entity is a: ( ) corporation ( ) ( ) nonprofit corporation ( ) (X) limited liability company ( ) ( ) general partnership ( ) ( ) limited partnership ( ) 3. The entity is formed under the laws of. registered limited liability partnership registered limited liability limited partnership limited partnership association government or governmental subdivision or agency trust 4. The mailing address for the entity is: c/o Bradley Howe, Successor Trustee, 808 South Maple Avenue, Glen Rock NJ 07452. 5. The name and position of each person(s) authorized to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf of the entity is: Bradley Howe, Manager, acting as Successor Trustee, of the T. Gregory Kirianoff Revocable Family Trust Dated April 25, 2001, as amended, being the Manager and sole Member of Five Winds Investments, LLC, or HerbertS. Klein, Special Manager ofthe company, or Joseph E. Edwards, III, Special Manager, oflhe company, and each of the named persons, acting alone, has authority to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalfof the entity. 6. The authority of the foregoing person(s) to bind the entity is X not limited OR _ limited as follows. 7. Other matters concerning the manner in which the entity deals with interests in real property: 8. This Statement of Authority is executed on behalfofthe entity pursuant to the provisions of 38-30-172, C.R.S. Executed this day of March, 2015. HERBERT S. KLEIN (signature) State of Colorado ) ) SS. Countyof Pitkin ) The foregoing instrument was acknowledged before me I 8 (U day of MARCH, 2015, BY Herbert S. Klein, Special Manager. LORI MOSCHET WITNESS MY HAND AND OFFICIAL SEAL. NOTARY PUBLIC STATE OF COLORADO Notary Public W Comravim Exam 1012912015 dp_ `^,^^ _ W My earnissi n expires: HiT1.9 PITKIN COUNTY TITLE, INC. RECORDING ACCOUNT PH 970.9251166 1187 601 E HOPKINS AVE, 3RDROOR ASPEN, CO 61611 22 -SN VIM, Aline Bank `3 a7 s 4►• '"�� J.��-wnm....w DATE PAY�S�.e�L��"" I DOLLARS $ r T�TF C CI�iIF- f S ORDERDER /N. QCt. It•00001113710 I:10 2 10 3 40 71: 20 2 10 1 24 2 10 RECEPTION#: 618518, 03/27/2015 at 12:35:11 PM, 1 OF 2, R $0.00 Janice K. Vos Caudill, Pitkin County, CO ".)NTRACT #/�O/5 AMENDMENT TO TRAIL EASEMENT AGREEMENT This Amendment agreement (the "Amendment") is entered this J?d",y of March, 2015, between Five Winds Investments, LLC ("Five Winds') and Gary Patrick ('Patrick"). WHEREAS, Five Winds, Dr. T. Gregory Klrlanoff ("Kirlanoff') and Patrick entered Into an agreement titled "Agreement' dated July 26, 2006 and recorded on December 18, 2014, as Reception No. 616112 of the records of the Pitkin County Clerk and Recorder (the "Agreement"); and WHEREAS, Klrianoff has died and Five Winds is a successor to his Interest In the Agreement; and WHEREAS, Five Winds Is, as of the date of this Amendment, under contract to sell the South Parcel referred to In the Agreement, to the Board of County Commissloners of Pltkln County, Colorado (the'CounV); and WHEREAS, the parties desire to amend the Agreement according to the terms set forth hereinafter. NOW THEREFORE, for ten ($30.00) dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: - 1. Ohilgallon to Grant Easement. The obligation to provide the Walking Easement referred to In paragraph 1 of the Agreement shall not arise until and unless the County trades, donates, sells, or otherwise transfers to third party: (I) all of its Interest In the South Parcel; or (11) parts of the South Parcel that results in the North Parcel's loss ofaccess to the Roaring Fork River. Subsequent to Pitkln's acquisition of the Retained Parcel, Pitkin will be the successor to Five Winds and will assume the rights and obligations under the Agreement. The Walking Easement shall be located, surveyed and recorded prior to the closing of any such transfer of Interest in the South Parcel by the County. 2. Ucation of Fasemnnr Paragraph 2 of the Agreement is deleted and replaced with the following: The walking easement shall be located so that It provides Patrick convenient and reasonable pedestrian access through the South Parcel to the Roaring Fork River. Prior to recording the easement, County shall provide Patrick with a copy of the Walking Easement agreement and a survey of It (the "Easement Documents'). Patrick shall have the right to object to the location of the Walking Easement by providing County with written notice of such objection given not later than the tenth (10a) day after he has received the Easement Documents. In the event that Patrick objects to the location of the easement, the parties shall arbitrate the dispute as RECEPTION#: 618518, 03/27/2015 at 12:35:11 PM, 2 OF 2, Janice K. Vos Caudill, Pitkin County, CO quickly as possible and the closing of the transfer of the South Parcel shall not take place until said arbitration Is completed, unless the party acquiring the South Parcel from the County agrees in writing to provide the Walking Easement as determined by the arbitrator. The arbitration shall be In accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA') then in effect The arbitration will not be conducted by the AAA (due to high costs) but by an arbitrator mutually acceptable to the Parties. If the parties cannot agree upon an arbitrator, the arbitration will be conducted by the Judicial Arbiter Group of Denver, which shall select the arbitrator. The arbitration decision shall be final and binding upon the parties and any award of the arbitrators may be entered in any court having jurisdiction thereof, The cost of the arbitration, including the fees and expenses of the arbitrator, will be shared equally by the Parties unlessthe arbitration decision otherwise provides. The arbitration shall occur at a location mutually acceptable to the Parties, provided that If the parties are unable to agree as to the location then the arbitration shall occur In Denver, Colorado. 2. Amendment to Paragraph 3 of the Agreement. The last sentence of Paragraph 3 of the Agreement is hereby deleted. 3. Conditioned Upon County Acquisitions . The effectiveness of this Amendment Is contingent upon County's acquisition of the South Parcel. in the event that County does not acquire the South Parcel by December 31, 2015, this Amendment shall be null and vold. 4. No Other Changes. Except as amended hereby, the other terms of the Agreement shall remain In effect S. Counterparts. This Amendment may be executed in two or more counterparts, each of which, taken together shall constitute one agreement A facsimile or electronic signature to this Amendment shall be deemed an original and binding upon the party against whom enforcement Is sought P RICK: Gary Pa ick FIVE WINDS: FIVE WINDS INVESTMENTS, LLC By: T. Gregory KloanoD Revocable Family Trust Dated April 25, 2001, as amended and restated, I ole Member and Manager. By: r1��6seT S. ,C'CE�.r., S�fcul M�a�ex2 RECEPTION#: 618519, 03/27/2015 at 12:35:12 PM, 1 OF 2, R $0.00 Janice K. Vos Caudill, Pitkin County, CO �;ONTRACT # AMENDMENT TO WATER RIGHTS AGREEMENT This Amendment agreement (the "Amendment') is entered this, day of March, 2015, between Five Winds Investments, LLC ('Five Winds'l and Gary Patrick and Patricia A. Patrick (collectively "Patrick). WHEREAS, Five Winds and Pitkin Exchange Holdings of Aspen LLC ("PEHA) entered Into an agreement titled "Water Rights Agreement" dated July 26, 2006 and recorded on January 20, 2015, as Reception No. 616780 of the records of the Pitkin County Clerk and Recorder (the "Agreement"); and WHEREAS, Patrick Is a successor to PEHA's Interest In the Agreement; and WHEREAS, Five Winds is, as of the date of this Amendment, under contract to sell the Retained Parcel described In the Agreement, to the Board of County Commissioners of Pitkin County, Colorado ("Pitkin'): and WHEREAS, the parties desire to amend the Agreement according to the terms set forth hereinafter. NOW THEREFORE, for ten ($10.00) dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Application for Change in Point of Diversion. The parties acknowledge that Five Winds has not made the filing referred to In Paragraph 3 and Patrick hereby waives any claim of default under the Agreement as a result thereof. Subsequent to Pltkln's acquisition of the Retained Parcel, Pltktn will be the successor to Five Winds and will assume the rights and obligations under the Agreement The first sentence of Paragraph 3 Is hereby amended to replace the words: "Prior to the expiration of the five year period referenced In Paragraph 2" with the words: "Not later than June 1, 2017, ..... 2. Costs and Expenses. Paragraph 4 of the Agreement Is hereby amended by the addition of the following sentence at the endthereof: "Notwithstanding the foregoing, Buyer shall not be obligated to pay more than Rve-thousand ($5000.00) for Its share of said costs and expenses.' In addition, prior to filing any water court application, Pitkin County shall confer with Patrick, provide copies of any draft engineering and draft application(s) to be filed In water court, and seek comments from Patrick thereto. Pitkin County shall accept and Incorporate any reasonable comments and suggestions. RECEPTION#: 618519, 03/27/2015 at 12:35:12 PN, 2 OF 2, Janice K. Vos Caudill, Pitkin County, CO 3. Conditioned Upon Pitkin Acquisition. The effectiveness of this Amendment Is contingent upon Pitkin's acquisition of the Retained Parcel. In the event that Pitkin does not acquire the Retained Parcel by December 31, 2015, this Amendment shall be null and void. 4. No Other Chances, Except as amended hereby, the other terms of the Agreement shall remain In effect S. Counterparts. This Amendment may be executed In two or more counterparts, each of which, taken together shall constitute one agreement A facsimile or electronic signature to this Amendment shall be deemed an original and binding upon the party against whom enforcement is sought FIVE WINDS: FIVE WINDS INVESTMENTS, LLL By: T. Gregory Klwanoff Revocable Famlly Trust Dated April 25, 2001, as amended and restated, Its S le Member and Manager. By: 2 RECEPTION#: 618611, 03/31/2015 at 11:03:50 AM, 1 OF 5, R $0.00 DF $0.00 Janice K. Vos Caudill, Pitkin County, CO CONTRACT # yL 57 WARRANTY DEED THIS DEED, made March 27, 2015, Between FIVE WINDS INVESTMENTS, LLC, A COLORADO LIMITED LIABILITY COMPANY of me County of PITKIN Slate of COLORADO. GRANTOR, AND PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS, GRANTEE whose legal address Is :PITKIN COUNTY OPEN SPACE AND 1 RAILS. 530 E. MAIN STREET, SUITE 300,ASPEN, CO 91611 of the County of PITKIN. Slate of COLORADO WITNESSETH, That for and In Wnetderolaln of the cum of TWO MILLION FIVE HUNDRED EIGHTY FIVE THOUSAND (E2, 555.000.00 the receipt and sufficiency of which Is hereby acknowledged, the dander has granted, perpetrated, sold and conveyed, and by Nese presents does grant, b e,i la. sen and V1 convey and confirm unto the prents, hath aM aslgna forever, all Instead Wopar, together with Impmvemenb, If any, situate and lying and being in the County of PITKIN, Stale of COLORADO, r deeMbad as follows: Sae Attached Exhibit'K Q 74 TOGETHER wall all and singular the heredrlamenb and appurtenances thereto potential , or in anywise apperloning, and the reverelon add revar ailed. remainders, rents, issues and profits thereof, and all the estate, right. lWg lntere d, claim and demand whatsoever of the grantor either In law or equity, 01. In and to L_ the above bargained premises, wire the bereduaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the grentei halt. and assigns forever. ASM the Grantor, for ITSELF. ITS, heirs and assigns, does covenant, grant, bargain, and agree 10 and wM the Grantee, ITS heirs and designs, that at the Oros of the ensealisg am delivery 01 Li these presents. IT is well Seized of the premises above conveyed, has fee Sure, perfect, absolute and Indefeasible estate of innedmnce, In law, in lee Simply, and has good right. lull power and lawful authority to grant bargain, sell and convey the same in manner and form as aforesaid, and that me same are Into and clear from all former add other grants, bargains, Sales. Rana, lazes, assessments, encumbrances and resmicsors of whatever kind or nature soaver, except tlwse matters as set forth on Exhibit -W attached hereto and incorporated herein by reference. The grantor shall and will WARRANT AND FOREVER DEFEND the above bargalned premises in the quiet and peaceable possession of me grantee, heirs and Sea,^ aga l ell and every p.,.an or persons lawfully claiming the whole or any part thereof. The eldi number Shall Include the plural. no plural the singular, and the use of gender shall be dpplicabde m an and.,. IN WITNESS WHEREOF the grantor has executed this deed. v SIGNATURES ON PAGE 2 y RECEPTION#: 618611, 03/31/2015 at 11:03:50 AM, 2 OF 5, Janice K. Vos Caudill, Pitkin County, CO I SIGNATURE PAGE TO WARRANTY DEED PAGE FIVE WINDS INVESTMENTS. LLC. A COLORADO LIMITED LIABILITY COMPANY BY: T. GREGORY KIRIANOyF REVOCABLE FAMILY TRUST DATED APRIL 25, 2001. AS AMENDED AND STATEO, ITS SOLE MEMBER AND MANAGER BY: / HIE/ff�EAT S. L�E91N, SPECIAL ITS STATEOF l ald/r; PJB COUNTY OF_Td —. , -I The o gmng inslmmenl was suhscribcd and swom m beforc me this 7 day Of _ (:, i , 2015 by:HERBER'f S. KLEIN, SPECIAL MANAGER OF FIVE WINDS INVESTMENT S, LLC A COLORADO LIMITED LIABILITY COMPANY BY r. GREGORY KIRIANOFF REVOCABLE FAMILY TRUST DAT ED APRIL25 001, AS AMENDED AND RESTATED, ITS SOLE MEMBER AND MANAGER WITNESS my hand and oBiclal seal My LOmTlafbn e.Plraa: NoUh, Publ L II/711u PCT23922W4 2pTARI, PUgUG .' RECEPTION#: 618611, 03/31/2015 at 11:03:50 AM, 3 OF 5, Janice K. Void Caudill, Pitkin County, CO EXHIBIT "A" LEGAL DESCRIPTION PARCELA A tract of amid being pan of Tract 60 altuated in the Southwest 114 Southwest 114 of Section 22 and In the Northwest 114 Northwest 114 of Section 22, Township 8 South, Range 96 Wast of the 0th P.M., feel tract Is men fully described as follows: Beginning at a point om Na So winverial cogs of the Denver 8 Rio Grande Rallroaa right of -way, whance the wllnen comer to the Northwest Comer of amid Section 22 (a OS.G L.O. Bran Cep) bean S 63'6280' W 330.54 feel; Mance S 349012" E 255.13 feet along the SouthweshdY edge of said R.O.W.: Mance South 240.00 feel to a Isdinl on the Northeasterly bank of the Roaring Fork RNel; thence N 51 E 165.54 feet along said bank of Over. thence North 368.00 her to the point Of begtnntng. PARCEL 8: A Tract of land situated in Tracts 55. 66, 67 and 68, said Tracts being parte of Section 21, 22, 27 and 28 Townehlp 8 South. Range 86 West of the 6th P.M., and being more fully described as follows: Beginning at Angle Point No. 1 of said Tract 65, then North 304.32 feel to Angle Point No. 2 of Safe Tram 66, thence S 82-35'13' E 14013.30 feel to Angle Point No. 1 of said Tract 65; thence South 16M,38 feet to Angle Point No. 4 of said Tract 66, thence N 6B-15'00" E 389.30 feet along Me North line of said Tract 68, to the Nomawast comer of that certain tract of land conveyed to Otto L. Kuehn, I 011ie Kuehn, by Deed recorded August 29, 196] to Book 228 at Page 528 01 the Pitkin County acordsl thence South 2172 75 feet along the West the of said Tract conveyed to Otto L Kuehn to the Nonharly right-obway tine of Colorado 51819 Highway N0. 82; Mends N 46'54'20' W 1051.73 feel along the Nonni ryhtgf way fine of assid HlgMng Mance along Me arc of a curve to Me right having a radius of 1860. W feel a distance 01881,23 feet along said dghtal-wry; thence N 25-54 IV W, s distance of 513.501ae1 along said rlghlat-w-ey; thence along the arc of a curve M the left having a radius of 2342.00feet a distance Of 407.14 beef along said dgMaf-wmy to the most Southarly comer of that Tract of land described in Book 214 A Page 565 of the Makin County Records; thence N 55.25'00' E along the Sow many line of said Tract to Me center of the Roaring Fork RNer; Nance Nonhw Nody along the centum, of said river to the North line of safe Tract 65; thence S 89'23P0' E 1125 18 feel to Angle Point No. 1 0f said Tract 65, the point of beginning. EXO EPT that part of the above described parcel pnvlou oy conveyed M the Denver and Ria Grand. Western Railroad Company, being a strip of land 100 lee[ on either side of the cents line 01 the tract of the 0 6 R G W RR as presently constructed and In place over and across the native described (real. EXCEPT Final Plat of the Johns Lot Llne Adjustment and let Amendment to the Naylor Lot Split, according 10 the Plat thereof recorded In Plat Book 36 al Page 51. EXCEPT that Xamm, 01 the su0jact property conveyed the the Carl Department of Tnnspanalian in Deed recorded April 3, 2001 as Receplion No. 452922. EXCEPT that ponbn of the subject property conveyed by Dead recorded Jul,, 28, 2006 as Receptbn No. 526970. RECEPTION#: 618611, 03/31/2015 at 11:03:50 AM, 4 OF 5, Janice K. Vos Caudill, Pitkin County, CO EXHIBIT "B" 1. Taxes for the year 2015, and subsequent years not yet due or payable. 2. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted and right of way for ditches or canals constructed by the authority of the United Stales as reserved in United Stales Patents recorded April 2, 1917 in Book 55 at Page 220, July 31, 1917 in Book 55 at Page 226, July 31, 1917 in Book 55 at Page 549 and July 31, 1917 in Book 55 at Page 225. iew 3. Easement and night of way for an easement for ingress and egress as set forth in instrument recorded August 29, 1967 in Book 228 at Page 526. view 4. Easement and right of way for an electric transmission or distribution line or system, as granted to Holy Cross Electric Association, Inc.. in instruments recorded October 23, 1973 in Book 280 at Page 644 and October 23, 1973 in Book 280 at Page 645 and 646. view 5. Terms, conditions, provisions and obligations as set forth in Agreements recorded June 28, 1994 in Book 754 at Page 269. Lvlew 6. Terms, conditions, provisions, obligations and all matters as set forth in Resolution of the Board of County Commissioners recorded December 2, 1992 in Book 696 at Page 143 as Resolution No. 92-405 and re-recorded December 16, 1992 in Book 697 at Page 939 and re-recorded August 9, 1994 in Book 757 at Page 951. Lew 7. Terms, conditions, provisions, obligations and all matters as set forth in Resolution of the Board of County Commissioners recorded October 13, 1995 in Book 796 at Page 628 as Resolution No. 95-174. iw 8. Terms, conditions, provisions and obligations as set forth in Agreement for a Caretaker Dwelling Unit recorded March 26, 1996 as Reception No. 391174. iv�ew 9. Easement and right of way for an electric transmission or distribution line or system, as granted to Holy Cross Electric Association, Inc., in instrument recorded September 17, 1999 as Reception No. 435612. iew 10. Terms, conditions. provisions, obligations and all matters as set forth in Resolution of the Board of Coun(y Commissioners recorded October 30, 2002 as Reception No. 474188 as Resolution No. 193-2002. LVIP21 11. Terms, conditions, provisions, obligations and all matters as set forth in Resolution of the Board of County Commissioners recorded November 18, 2003 as Reception No. 491305 as Resolution No. 126-2003. ew 12. Terms, conditions, provisions and obligations as set forth in Agreement recorded July 25, 2005 as Reception No. 512764 iw 13. Terms, conditions, provisions, obligations and all matters as set forth in Resolution of the Board of County Commissioners recorded August 15, 2006 as Reception No. 527483 as Resolution No. 06-71. (view 14. Terms, conditions, provisions and obligations as set forth in Water Use and Ditch Operating Agreement recorded December 18, 2014 as Reception No. 616111 and re-recorded January 20, 2015 as Reception No. 616779. 15. Terms, conditions, provisions and obligations as set forth in Agreement recorded December 18, 2014 as Reception No. 615112 and Amendment to Trail Easement Agreement recorded 111., k ..t 1 do,5 as Reception No. (oIY,SIFT 16. Terms. conditions, provisions and obligations as set forth in Water Rights Agreement recorded January 20, 2015 as Reception No. 616780 and Amendment to Water Rights Agreement recorded fVl.+. L.L (f du a as Reception No. Co/AS/9 (Conlinued) RECEPTION#: 618611, 03/31/2015 at 11:03:50 AM, 5 OF 5, Janice K. Vos Caudill, Pitkin County, CO 17, Any question, dispute or adverse claim as to any loss or gain of land as a result of any change in the river bed location by other than natural causes, or alteration through accretion, relict ion, erosion or avulsion of the center thread, bank, channel or flow of waters in the Roaring Fork River lying within subject land; and any question as to the location of such center thread, bed, bank, bed or channel as a legal description monument or marker for the purposes of describing or locating subject lands. NOTE: There are no documents in the land records of the Office of the Clerk and Recorder of Pitkin County, Colorado accurately locating past or present location(s) of the center thread, bank, bed, or channel of the above River or indicating any alterations of the same as from time to time may have occurred. AND Any rights, interest or easements in favor of the riparian owners, the State of Colorado, The United States of America, or the general public, which exist, have existed, or are claimed to exist in and over the waters and present and past bed and banks of the Roaring Fork River RECEPTION#: 618522, 03/27/2015 at 12:48:31 PM, 1 OF 5, R $0.00 OF $0.00 Janice K. Vos Caudill, Pitkin County, CO CONTRACT #���5 QUIT CLAIM DEED AND ASSIGNMENT THIS DEED and ASSIGNMENT, Made this 27th day of March, 2olB between FIVE WINDS INVESTMENTS, LLC, a Colorado limited liability company ("Grantor") and PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS, 530 E. Main Street, Aspen, CO 81611 (Grantee). WITNESS, that the Grantor, for and in consideration of the sum of TEN DOLLARS, ($10.00), the receipt and sufficiency of which is hereby acknowledged, does hereby remise, release, sell, QUITCLAIM and ASSIGN unto the Grantee, and the Grantee's successors and assigns, forever, all the right, title, interest, claim and demand which the Grantor has in and to the following described water rights together with any improvements associated therewith, located in the County of Pitkin and State of Colorado, described as follows: All water and water rights, whether tributary, nontributary, or not nontributary, whether adjudicated or unadjudicated, absolute or conditional, and all ditches and ditch rights, water wells and well rights, State Engineer filings, well registration statements and well permits, water taps, reservoirs and reservoir rights, all decrees and pending water court applications, all water company and mutual ditch or reservoir company stock, which are, have been, or may be used on or in connection with, or \ are appurtenant to, or located on or underlying, or in any way associated \\ with the property described in Exhibit "A", attached hereto and incorporated herein by reference, specifically including without limitation the following water and ditch rights, to wit: 0.516 c.f.s. of the Alexis Arbaney Ditch Priority No. 211C decreed in Civil Action No. 1104 on June 3, 1904 in Garfield District Court with an appropriation date of May 15,1897; 0.50 c.f.s. of the Kester Ditch 82A Priority No. 113B decreed in Civil Action No. 876 on February 20, 1900 in Garfield District Court with an appropriation date of April 1, 1885; 0.71 c.f.s. of the Wheatley Ditch First Enlargement Priority No. 26o decreed in Civil Action No. 2801 on September 22, 1930 in Garfield District Court with an appropriation date of June 1, 1902; 0.284 c.f.s. of the Wheatley Ditch Second Enlargement Priority No. 367 decreed in Civil Action No. 3082 on August 25, 1936 in Garfield District Court with an appropriation date of March 1, 1906; RECEPTION#: 618522, 03/27/2015 at 12:48:31 PM, 2 OF 5, Janice K. Vos Caudill, Pitkin County, CO Basalt Water Conservancy District Allotment Contract Nos. 451, 452 and 462; and Colorado Division of Water Resources Well Permit Nos. 63615-F, 77963-F and 77966-F SUBJECT TO the terms, conditions, provisions and obligations as set forth in Water Use and Ditch Operating Agreement recorded December 18, 2014 as Reception No. 616111 and re-recorded January 20, 2015 as Reception No. 616779 and the terms, conditions, provisions and obligations as set forth in Water Rights Agreement recorded January 20, 2015 as Reception No. 616780 and amended by instrument recorded March cl-7, 2o15 as Reception No. 5 q , and any other matters of record. All situate in the County of Pitkin, State of Colorado, with all appurtenances including any equipment or other personaltyorfixtures used for the supply, diversion, storage, treatment, or distribution of water on or in connection with the above-described water rights and all related equipment and fixtures, and such easements, rights-of-way, water diversion, carriage, storage and transmission facilities, and all other improvements or appurtenances owned by Grantor and related to, associated with, or historically used on or in connection with the above- described water rights, or which may be necessary for the development, operation, or maintenance of the above-described water rights. TO HAVE AND TO HOLD the same, together with all singular the appurtenances and privileges thereunto belonging or in anywise thereunto appertaining, and all the estate, right, title, interest and claim whatsoever, of the Grantor either in law or equity, to the only proper use, benefit and behoof of the Grantee, the Grantee's successors and assigns forever. 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 quit claim deed and assignment on the date set forth above. FIVE WINDS INVESTMENTS, LLC By: T. GREGORY KIRIANOFF REVOCABLE FAMILY TRUST DATED APRIL 25, 2001 AS AMENDED AND RESTATED, ITS SOLE MEMBER AND MANAGER Page 2 of 5 RECEPTION#: 618522, 03/27/2015 at 12:48:31 PM, 3 OF 5, Janice K. Vos Caudill, Pitkin County, Co By: Z� Herbert S. Mein, Special Manager STATE OFCOLORADO ) as. County of Pitkin ) The foregoing instrument was acknowledged before me by Herbert S. IQein, Special Manager of Five Winds Investments, LLC, a Colorado limited liability company, this -)L "L day of March, 2015. WITNESS my hand and official seal. Mycommissionexpires: /jl7 Notary Public ,,,pYAR.y pUBUG ..G Page 3 of 5 rA RECEPTION#: 618522, 03/27/2015 at 12:48:31 PM, 4 OF 5, Janice K. Vos Caudill, Pitkin County, CO EXHIBIT "A" LEGAL DESCRIPTION PARCEL A: A tract of land being part of Tract 68 situated in the Southwest 1/4 Southwest 1/4 of Section 22 and in the Northwest 114 Northwest 1/4 of Section 27, Township 8 South, Range 86 West of the 6th P.M., said tract is more fully described as follows: Beginning at a point on the Southwesterly edge of the Denver & Rio Grande Railroad right-of-way, whence the witness corner to the Northwest Corner of said Section 27 (a U.S.G.L.O. Brass Cap) bears S 63'57'23" W 330.54 feet; thence S 34°10'17' E 255.13 feet along the Southwesterly edge of said R.O.W.; thence South 240.00 feet to a point on the Northeasterly bank of the Roaring Fork River; thence N 59053'42" E 165.64 feet along said bank of river; thence North 368.00 feet to the point of beginning. PARCEL B: A tract of land situated in Tracts 65, 66, 67 and 68, said Tracts being parts of Section 21, 22, 27 and 28, Township 8 South, Range 86 West of the 6th P.M., and being more fully described as follows: Beginning at Angle Point No. 1 of said Tract 65, thence North 304.32 feet to Angle Point No. 2 of said Tract 66; thence S 87°35'13" E 1463.30 feet to Angle Point No. 1 of said Tract 66; thence South 1636.38 feet to Angle Point No. 4 of said Tract 66; thence N 88015'oo" E 399.30 feet along the North line of said Tract 68, to the Northwest corner of that certain tract of land conveyed to Otto L. Kuehn, a/k/a Ottie Kuehn, by Deed recorded August 29, 1967 in Book 228 at Page 526 of the Pitkin County records; thence South 2172.75 feet along the West line of said Tract conveyed to Otto L. Kuehn to the Northerly right-of-way line of Colorado State Highway No. 82; thence N 46054'20" W 1051.73 feet along the Northerly right-of-way line of said Highway; thence along the are of a curve to the right having a radius of 186o.00 feet a distance of 681.73 feet along said right-of-way; thence N 25°54'19" W, a distance of 513.50 feet along said right-of-way; thence along the are of a curve to the left having a radius of 2342.00 feet a distance of 407.14 feet along said right-of-way to the most Southerly corner of Page 4 of 5 RECEPTION#: 618522, 03/27/2015 at 12:48:31 PM, 5 OF 5, Janice K. Vos Caudill, Pitkin County, CO that Tract of land described in Book 214 at Page 565 of the Pitkin County Records; thence N 55°25 00" E along the Southerly line of said Tract to the center of the Roaring Fork River; thence Northwesterly along the centerline of said river to the North line of said Tract 65; thence S 89023'20" E 1125.16 feet to Angle Point No. 1 of said Tract 65, the point of beginning. EXCEPT that part of the above described parcel previously conveyed to the Denver and Rio Grande Western Railroad Company, being a strip of land too feet on either side of the centerline of the tract of the D & R G W RR as presently constructed and in place over and across the above described tract. EXCEPT Final Plat of the Johns Lot Line Adjustment and 1st Amendment to the Naylor Lot Split, according to the Plat thereof recorded in Plat Book 36 at Page 51. EXCEPT that portion of the subject property conveyed to the Colorado Department of Transportation in Deed recorded April 3, 2001 as Reception No. 452977• EXCEPT that portion of the subject property conveyed by Deed recorded July 28, 2006 as Reception No. 526970. Page 5 of 5 RECEPTION#: 618523, 03/27/2015 at 12:48:32 PM, 1 OF 2, R $0.00 Janice K. Vos Caudill, Pitkin County, CO ^ONTRACT MEMORANDUM OF WATER ALLOTMENT CONTRACT STATE OF COLORADO ) ) ss COUNTY OF PITKIN ) KNOW ALL MEN BY THESE PRESENTS: That, on the 271^ day of March, 2015, Board of County Commissioners of Pitkin County ("Owner"), the owner of the real property described on Exhibit A attached hereto and incorporated herein by this reference ("Property") assumed Basalt Water Conservancy District (the "District') Water Allotment Contract No. 462a whereby the District granted the Owner of the Property the right to beneficially use water or water rights owned, leased, or hereafter acquired by the District on such Property which is located in the County of Pitkin, Slate of Colorado ("Contract"). The Contract is subject to various conditions and obligations, including an annual fee to the District, and which may also include well permit requirements oflhe Colorado Division of Water Resources and Water Court approval of an augmentation plan or substitute supply plan. Assignment of the Contract to subsequent owners of the Property requires the District's consent and Applicant's payment of an assignment fee. Inquiries may be directed to: Basalt Water Conservancy District, c/o Christopher L. Geiger, Balcomb & Green, P.C., P.O. Drawer 790, Glenwood Springs, Colorado 81602; Telephone: (970)94S-6546; Fax: (970) 945- 8902. This Memorandum is subject to the terms and provisions ofthe Contract which are incorporated herein by this reference. Upon recording, this Memorandum shall constitute notice to bona fide purchase of the Contract affecting the above-described property. OWNER: BOARD OF COUNTY COMMISSIONERS OF 2 PITKIN COUNTY Date: 3=�-s_ �O/9 _ By. Name:. S e Title'. ck,3C_ A k ACKNOWLEDGEMENT TAMMIE DRISCOL STATE OF COLORADO ) NOTARY It as. STATE OF t'.OtBRA�O COUNTY OF PITKIN ) w O WO yoee0 Y17i.mte The f0ln ns{rumen s acknowledged before me this J✓ Gay of March, 2015, by 1 "T /1y-6ra. r (as L of the Board of County Commissioners of Pitkin County. WITNESS my hand and official seal. ' My commission expires: IL� / No, Public 1NISYn Mom.ni Wim al Conu,n Nu r6la ao� -y ARMITN,d,e. oleue ttfN,n to Rattan Water Conservanq Dlstrin 40 anleomb 4 Greeq Rc P.O. Drawer 790 Glenwood Springy. C081t RECEPTION#: 618523, 03/27/2015 at 12:48:32 PM, 2 OF 2, Janice K. Vos Caudill, Pitkin County, CO EXHIBIT A Lot A Parcel of land situated in the Government Tracts 65,66,67&68 of Sections 21,22,27& 28, Township 8 South, Range 86 West of the 6th P.M. in the County of Pitkin, Colorado, being more particularly described as follows: Beginning at a point on the Westerly line of Lot I of the Irving Naylor Lot Split recorded under Reception No. 213676 from which Angle Point No. 7 of said Tract 65 bears N18°41'22"W a distance of 1507.39 feet, with all bearing being relative to S89°20'30"W along the Northerly line of said Tract 65 between Angle Point No. 1 of said Tract 65 and Angle Point No. 6 of Tract 64; thence S00°00'00"W a distance of 236.35 feet along the Westerly line of said Lot 1; thence N65°5647W a distance of 99.59 feet; thence N73°17'11"W a distance of 190.63 feet; thence N30°59'28"E a distance of 32.37 feet; thence N67°25'40"W a distance of 116.57 feet; thence N35°37'28"W a distance of 182.12 feet; thence 9.03 feet along the arc of a curve to the right, having a radius of 65.00 feet, a central angle of 07°5724" and subtending a chord bearing of N31°38'46"W a distance of 9.02 feet; thence N27°40'05"W a distance of 184.70 feet; thence 7.42 feet along the arc of a curve to the right, having a radius of 65.00 feet, a central angle of 06°32'16" and subtending a chord bearing of N24°23'57' W a distance of 7.41 feet; thence N21007'49"W a distance of 182.90 feet; thence 4.60 feet along the arc of a curve to the left, having a radius of 35.00 feet, a central angle of 07°31'38" and subtending a chord bearing of N24°53'37W a distance of 4.59 feet; thence N28°39'26"E a distance of 81.96 feet; thence 18.51 feet along the arc of a curve to the left, having a radius of 35.00 feet, a central angle of 30°18'01" and subtending a chord bearing of N43°48'26"W a distance of 18.29 feet; thence N58°5727W a distance of 81.93 feet; thence N19°1714"W a distance of 894.15 feet; thence N34°55'32"W a distance of 428.25 feet to a point on the Southerly line of the "Old" Denver & Rio Grand Western Railroad right-of-way from which Angle Point 7 of said Tract 65 bears 567°19'32"E a distance of 1043.28 feet; thence along said right-of-way the following eight (8) courses; 557.56 feet along the arc of a curve to the right, having a radius of 2750.00 feet, a central angle of 11°37'00" and subtending a chord bearing of S42°41'30"E a distance of 556.61 feet; thence N89°19'16"E a distance of 61.67 feet; thence 41.48 feet along the arc of a curve to the right, having a radius of 2800.00, a central angle of 00°50'55" and subtending a chord bearing of S35°42'49"E a distance of 41.48; thence S35°1721"E a distance of 865.51 feet; thence S00°00'00"W a distance of 86.55 feet; thence S35°1721"E a distance of 142.05 feet; thence N00°00'00"E a distance of 86.55 feet; thence S35°1721"E a distance of 692.94 feet to the point of beginning, said Parcel contains 14.41 acres more of less. RECEPTION#: 618524, 03/27/2015 at 12:48:33 PM, 1 OF 2, R $0.00 Janice K. Vos Caudill, Pitkin County, CO MEMORANDUM OF WATER ALLOTMENT CONTRACT STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) KNOW ALL MEN BY THESE PRESENTS: That, on the 27ar day of March, 2015, Board of County Commissioners of Pitkin County ("Owner"), the owner of the real property described on Exhibit A attached hereto and incorporated herein by this reference ('Property") assumed Basalt Water Conservancy District (the "District') Water Allotment Contract No. 45 la whereby the District granted the Owner of the Property the right to beneficially use water or water rights owned, leased, or hereafter acquired by the District on such Property which is located in the County of Pitkin, State of Calm ado ("Contract"). The Contract is subject to various conditions and obligations, including an annual fee to the District, and which may also include well permit requirements of the Colorado Division of Water Resources and Water Court approval ofan augmentation plan or substitute supply plan. Assignment of the Contract to subsequent owners of the Property requires the District's consent and Applicant's payment ofan assignment fee. Inquiries maybe directed to: Basalt Water Conservancy District, c/o Christopher L, Geiger, Balcomb& Green, P.C., P.O. Drawer 790, Glenwood Springs, Colorado 81602; Telephone: (970) 945-6546; Fax: (970) 945. 8902. This Memorandum is subject to the terms and provisions oflhe Contract which are incorporated herein by this reference. Upon recording, this Memorandum shall constitute notice to bona fide purchasers of the Contract affecting the above-described property. OWNER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY Date: _j -'j-'i —%O/s_ By:�y Name: Titic. ACKNOWLEDGEMENT TAMMIE DRIBCOL STATE OF COLORADO NTTTTOEEEETOF PUBLIC a1p070066027PA0 )33. yy EVIBEa JI1tY11,301a COUNTY OF PITKIN ) The fore g�o'�g instrument dvga acknowledged before me this .�S qday of March, 2015, by LP Jzas_( C� r _ of the Board ofCounry Commissioners of Pitkin County. WITNESS my hand and official seal. My commission expires: C�ly_kC_ _ 7—/n�r 16 oto uhhc V134 bwuwwn "I rte,,.., is. M. 1.r -)- ,tllrrrrmrdinv. nlemrrrlurn lu: Basalt water Coeservare Olslrid r/a Balmmb Is Ceram P.C. P.0, DrawerM GlenwmM Springa, CO 016M RECEPTION#: 618524, 03/27/2015 at 12:48:33 PM, 2 OF 2, Janice K. Vos Caudill, Pitkin County, CO EXHIBIT A LOT A Parcel of land situated in the Government Tracts 65 & 66 of Section 21, Township 8 South, Range 86 West of the 6th P.M. in the County of Pitkin, Colorado, being more particularly described as follows. Beginning at a point on the Southerly line of the "Old" Denver & Rio Grand Western Railroad right- of-way, from which Angle Point No. 7 of said Tract 65 bears S67"19'32"E a distance of 1043.28 feet, with all bearing being relative to S89°2010" W along the Northerly line of said Tract 65 between Angle Point No. I of said Tract 65 and Angle Point No. 6 of Tract 64; thence S34 0 55"32"E a distance of 428.25 feet; thence S19'1714"E a distance of 894.15 feet; thence S58o5727'E a distance of 81.93 feet; thence 18.51 feet along the arc of a curve to the right, having a radius of 35.00 feet, a central angle of 30'18'01" and subtending s chord bearing of S43°48'26"E a distance of 18.29 feet; thence S28°39'26"E a distance of 66.68 feet; thence S32°30'45"W a distance of 72.66 feet; thence S 17 °57'22"W a distance of 150.77 feet; thence N34°08'29"W a distance of 51.50 feet; thence N19°48'49"W a distance of 139.05 feet; thence N39°13'47"W a distance of 146.34 feet thence N19°17'02"W a distance of 199.48 feet; thence N24°46'46"W a distance of 564.24 feet; thence N50°31'20"W a distance of 576.84 feet; thence N72"53'00"W a distance of 344.33 feet; thence N59°51'16"W a distance of 230.59 feet; thence N47°26'00 W a distance of 167.54 feet to a point on the Northerly line of said Tract 65 from which Angle Point No. 8 of Tract 64 bears S89°20'30"W a distance of 282.24 feet; thence along said line N89°20'30"E a distance of 173.07 feet to the Southerly line of the "Old" Denver & Rio Grand Western Railroad right-of-way; thence along said right-of-way the following seven (7) courses: S63') 8'03"E a distance of 131.52 feet; thence 532.18 feet along the arc of a curve to the right, having a radius of 2900.00 feet, a central angle of 10°30'52" and subtending a chord bearing of S58°02'38"E a distance of 531.42 feet; thence S52°47'12"E a distance of 347.40 feet to a point on the line between Angle Point No. 2 and Angle Point No. 3 of said Tract 66; thence S00 °42'25"E along said line 63.38 feet; thence leaving said line S52 o47' 12"E a distance of 349.34 feet; thence 205,75 along the arc of a curve to the right, having a radius of 2750.00 feet, a central angle of 0401712" and subtending a chord bearing of S50°38'36"E a distance of 265.70 feet to the point of beginning, said Parcel contains I D.78 acres more or less. ]p151.11 M�mi�nNum ullunlia[I Nu.NIG Eo[ -2 [I llerr...d PPIeN["he ... Bualt Wow Cons my OisMtl do 9alc=b & Green. P P.0 Dawe, 790 Glenwood Springs. CO stern RECEPTION#: 618525, 03/27/2015 at 12:46:34 PM, 1 OF 2, R $0.00 Janice K. Vos Caudill, Pitkin County, CO MEMORANDUM OF WATER ALLOTMENT CONTRACT STATE OF COLORADO ) ) as. COUNTY OF PITKM ) KNOW ALL MEN BY THESE PRESENTS: That, on the 27"' day of March, 2015, Board of County Commissioners of Pitkin County ("Owner"), the owner of the real property described on Exhibit A attached hereto and incorporated herein by this reference ("Property") assumed Basalt Water Conservancy District (the "District") Water Allotment Contract No. 452a whereby the District granted the Owner of the Property the right to beneficially use water or water rights owned, leased, or hereafter acquired by the District on such Property which is located in the County of Pitkin, State of Colorado ("Contract'). The Contract is subject to various conditions and obligations, including an annual fee to the District, and which may also include well permit requirements of the Colorado Division of Water Resources and Water Court approval of an augmentation plan or substitute supply plan. Assignment of the Contract to subsequent owners of the Property requires the District's consent and Applicant's payment of an assignment fee. Inquiries may be directed to: Basalt Water Conservancy District, c/o Christopher L. Geiger, Balcomb & Green, P.C., P.O. Drawer 790, Glenwood Springs, Colorado 81602; Telephone: (970) 945-6546; Fax: (970) 945. 8902. This Memorandum is subject to the terns and provisions ofthe Contract which are incorporated herein by this reference. Upon recording, this Memorandum shall constitute notice to bona fide purchasers of the Contract affecting the above-described property. OWNER: BOARD OF COUNTY COMMISSIONERS OF PITKM COUNTY Date: By t,)jttr.)_—F..� Name:__��gypyi�. ACKNOWLEDGEMENT 7AMMIE DHISCOL STATE OF COLORADO ) � NOTARY PUEUO BTATE OF 00.012100 )ss. TARY 0300a147T v,mu COUNTY OF PITKIN ) wmiaworiwwEa.ax // The foregoin instrument acknowledged before me this ��day of March, 2015, by 7?y1.4 Pitkin Counly. Sflrrsa F. r of the Board ofCounty Commissioners WITNESS my hand and official seal. My commission expires: 4No.P-bI,0 -�- f9ifbll✓..mw,Mum orcm.n Ha ov. au d(tr nod's plauraurnro Basan Water Conurvancy Dinrin 4o 9aatmm , A Gre.o PC P.O. Draw., 990 Glenwood Springs CO 81tan RECEPTION#: 618525, 03/27/2015 at 12:48:34 PM, 2 OF 2, Janice K. Vos Caudill, Pitkin County, CO EXHIBIT A Lot 2 A Parcel of land situated in the Government Tracts 65, 67 & 68 of Sections 21, 27 & 28, Township 8 South, Range 86 West of the 6th P.M. in the County of Pitkin, Colorado, being more particularly described as follows: Beginning at a point from which Angle Point No. 7 of said Tract 65 bears N 18°43'07"E a distance of 957.52 feet, with all bearing being relative to 589°20'30"W along the Northerly line of said Tract 65 between Angle Point No. 1 of said Tract 65 and Angle Point No. 6 of Tract64; thence 532°30'45"W a distance of 72.66 feet; thence S17°57'22"W a distance of 150.77 feet; thence S34°08'29"E a distance of 315.2,4 feet; thence S34°47'26"E a distance of 48.12 feet, thence SW41'10"E a distance of 150.69 feet thence S65°07'34"E a distance of 104.87 feet; thence S82°37'11"E a distance of 127.32 feet; thence N84°0711"E a distance of 67.27 feet; thence N30°59'28"E a distance of 32.37 feet; thence N67°25'40"W a distance of 116.57 feet; thence N35"37'28"W a distance of 182.12 feet; thence 9.03 feet along the arc of a curve to the right, having a radius of 65.00 feet, a central angle of 07°57'24" and subtending a chord bearing of N31°38'46"W a distance of 9.02 feet; thence N27°40'05"W a distance of 184.70 feet; thence 7.42 feet along the arc of a curve to the right, having radius of 65.00 feet,a central angle of 06°32'16" and subtending a chord bearing N24°23'57"W a distance of 7.41 feet; thence N21°07'49"W a distance of 182.90 feet; thence 4.60 feet along the arc of a curve to the left, havinga radius of 35.00 feet, a central angle of 07°31'38"and subtending a chord bearing of N24°53'37"W a distance of 4.59 feet; thence N28°39'26"W a distance of 15.28 feet to the point of beginning, said Parcel contains 2.23 acres more or less.