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Home My WebLink Aboutbocc.ord.033.2015 RECEPTION#: 627272, 02/24/2016 at 09:36:33 AM, /�*� # - OF 42, R $0.00 Doc Code ORDINANCE CONTRACT 0a 1 Janice K. Vos Caudill, Pitkin County, CO li _ ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AUTHORIZING ACQUISITION OF THE BIONAZ GULCH PROPERTY. ORDINANCE NO. t9 S_-2015 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 Bionaz Gulch property (the "Property") owned by Dan and Heidi Johns, as shown on the map attached in Exhibit A possesses scenic, natural, wildlife, and recreational resources and includes a portion of the Roaring Fork River and is at the base of Bionaz Gulch. 4. On October 1, 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: 1. The Board approves an expenditure of up to $190,000.00 for the Bionaz Gulch property of approximately 32 acres and transaction costs up to $15,000.00. 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 ChangeProject Budget Bionaz Gulch Property Acquisition Acquisition Cost $0 $190,000.00 $190,000.00 Estimated Transaction Costs $0 $15,000.00 $15,000.00 Total Expenditure $0 $205,000.00 $205,000.00 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. INTRODUCED,FIRST READ ON THE 14th DAY OF OCTOBER,2015 AND SET FOR PUBLIC HEARING ON THE 28th DAY OF OCTOBER, 2015. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON ,/O-/5 , 2015. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE POSTED ON THE OFFICIAL T COUNTY WEBSITE(www.pitkincounty.com) ON THE /5 DAY OF (G r 2015. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 28th DAY OF October 2015. PUBLISHED BY TITLE AND SHORT SUMMARY,AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE ,5'"1‘ DAY OF in eiv.e,, 2015. POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE POSTED ON THE tis, OFFICIAL PITKIN COUNTY WEBSITE(www.pitkincounty.com ) ON THE 30 DAY OFC J-ober 2015. ATTEST: BOARD OF COUNTY COMMISSIONERS By I//l i.%./ i JJo By: -g: Ca Jeane ;Jones / Steven F. Child, Chair Depu iCounty Clerk Date: ( Z— 2_61 20 ( S APPROVED AS TO FORM: MANAGER APPROVAL Allire c '') _ John Ely, C• A,s • - Jon Pea ock, County Manager :041-Le if Dal. i 1, Director Open Space and Trails Exhibit A -Po --, 9;c ��, '<'/. -ditch -Roads -Rivers/Streams US Forest Service Owned Lands F State Owned Lands BLM Owned Lands 0 w o.o c` \� z the Property \\\ \ I r r I I I I I 0 340 680 1,360 Feet N�,`F N r PpCEB.IN ?00wEoa /�`--� RR ..)...106 O_.FIVERRj-� S k/N co r........... o N ,N n CD N F 1 This map/drawing is a graphical representation of the features depicted and is not a legal representation. Accuracy is not guaranteed. I 1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 (CBS4-8-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (LAND) 9 (® Property with No Residences) 10 (0 Property with Residences-Residential Addendum Attached) 11 12 Date:September 30,2015 13 AGREEMENT 14 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property 15 described below on the terms and conditions set forth in this contract(Contract). 16 2. PARTIES AND PROPERTY. 17 2.1. Buyer. Buyer, The Board of County Commissioners of Pitkin County, Colorado, will take title to the Property 18 described below as ❑Joint Tenants 0 Tenants In Common 0 Other 19 2.2. Assignability and Inurement. This Contract 0 Is ® Is Not assignable by Buyer without Seller's prior written 20 consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, personal representatives, 21 successors and assigns of the parties. 22 2.3. Seller. Seller,Daniel C.Johns and Heidi Wirth-Johns,is the current owner of the Property described below. 23 2.4. Property. The Property is the following legally described real estate in the County of Eagle,Colorado: 24 25 A portion of LOT 1,Irvin Naylor Lot Split,according to the plat thereof recorded August 23, 1982 in Plat Book 13 at Page 26 77 as Reception No.243626 and First Amendment thereto recorded March 3, 1995 in Plat Book 36 at Page 51 as Reception No. 27 379434,lying north of the centerline of the Roaring Fork River. The exact legal description shall be agreed to by the Buyer and 28 Seller in the survey as described Article 8(A)of Addendum 1,attached hereto. 29 30 Known as No. 31 Street Address City State Zip 32 Together with the interests,easements,rights,benefits,improvements and attached fixtures appurtenant thereto, and all interest of 33 Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property). 34 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 35 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract. 36 Other Fixtures:N/A 37 38 If any fixtures are attached to the Property after the date of this Contract,,such additional fixtures are also included in the Purchase 39 Price. 40 2.5.2. Personal Property. If on the Property, whether attached or not, on the date of this Contract, the following 41 items are included:N/A 42 43 Other Personal Property: 44 45 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes (except 46 personal property taxes for the year of Closing), liens and encumbrances, except N/A. Conveyance will be by bill of sale or other 47 applicable legal instrument. 48 2.5.3. Trade Fixtures. With respect to trade fixtures,Seller and Buyer agree as follows:N/A 49 50 The Trade Fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes(except personal 51 property taxes for the year of Closing),liens and encumbrances,except N/A. Conveyance will be by bill of sale or other applicable 52 legal instrument. 53 2.6. Exclusions. The following items are excluded(Exclusions):N/A 54 No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 1 of 15 55 2.7. Water Rights,Well Rights,Water and Sewer Taps. 56 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: Any and all surface and subsurface, 57 wells and well rights,ditches and ditch rights appurtenant to the Property. 58 59 60 Any deeded water rights will be conveyed by a good and sufficient deed at Closing. 61 [] 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1, 2.7.3, 62 2.7.1 and 2.7.5,will be transferred to Buyer at Closing: 63 64 65 E -. . 66 ' .. - . . . . _ . ". : "!.••• ' _ - _ . :. - .. .. - , 67 = • . - . , . •. - . . - - . ! •_ ••. . •• . -• _ . . • _ . - - 68 - .. _ • . .. . ... . _ ' _ .. •• . . . - . 69 . . •. - . .. _ - . . .. . •: . . ' • : : - • . 71 72 . _ , . . ... . - . . . . . . . 73 74 75 -. . • . • . • . . . . ` . •. • ' . . •: : : : ..•;, . . . • . , . . •: . . . 76 . . . . .•:, .. . . . : . • . - • . . . 77 79 • :; _ .. : - •. • 80 - _ : . _ -• ... . . . 81 82 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline 1 §4.3 Alternative Earnest Money Deadline October 30,2015 Title 2 § 8.1 Record Title Deadline October 14,2015 3 § 8.2 Record Title Objection Deadline October 28,2015 4 § 8.3 Off-Record Title Deadline October 14,2015 5 § 8.3 Off-Record Title Objection Deadline October 28,2015 6 § 8.4 Title Resolution Deadline November 11,2015 7 § 8.6 Right of First Refusal Deadline N/A Owners'Association 8 §7.3 Association Documents Deadline October 14,2015 9 §7.4 Association Documents Objection Deadline October 28,2015 Seller's Property Disclosure 10 § 10.1 Seller's Property Disclosure Deadline October 14,2015 Loan and Credit 11 §5.1 Loan Application Deadline N/A 12 §5.2 Loan Objection Deadline N/A 13 § 5.3 Buyer's Credit Information Deadline N/A 14 §5.3 Disapproval of Buyer's Credit Information Deadline N/A 15 §5.4 Existing Loan Documents Deadline N/A 16 § 5.4 Existing Loan Documents Objection Deadline N/A 17 § 5.4 Loan Transfer Approval Deadline N/A 18 §4.7 Seller or Private Financing Deadline N/A Appraisal 19 §6.2 Appraisal Deadline N/A 20 §6.2 Appraisal Objection Deadline N/A No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 2 of 15 Item No. Reference Event Date or Deadline Survey '71 §9.1 Current Survey Deadline November 11, 2015 22 § 9.2 Current Survey Objection Deadline November 18,2015 23 § 9.3 Current Survey Resolution Deadline December 2,2015 Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline October 30,2015 25 § 10.3 Inspection Resolution Deadline November 6,2015 26 § 10.5 Property Insurance Objection Deadline N/A 27 § 10.6 Due Diligence Documents Delivery Deadline October 14,2015 28 § 10.6 Due Diligence Documents Objection Deadline October 21,2015 29 § 10.6 Due Diligence Documents Resolution Deadline October 28,2015 30 § 10.6 Environmental Inspection Objection Deadline November 27,2015 31 § 10.6 ADA Evaluation Objection Deadline N/A 32 § 10.7 Conditional Sale Deadline N/A 33 § 11.1 Tenant Estoppel Statements Deadline N/A 34 § 11.2 Tenant Estoppel Statements Objection Deadline N/A Closing and Possession 35 § 12.3 Closing Date February 5,2016 36 § 17 Possession Date February 5,2016 37 § 17 Possession Time 10 a.m. 38 §28 Acceptance Deadline Date September 30,2015 39 § 28 Acceptance Deadline Time 5:00 pm MT _ 83 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. Any box, 84 blank or line in this Contract left blank or completed with the abbreviation "N/A", or the word "Deleted" means such provision, 85 including any deadline,is not applicable and the corresponding provision of this Contract to which reference is made is deleted. 86 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract. 87 4. PURCHASE PRICE AND TERMS. 88 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 1 §4.1 Purchase Price $ 190,000.00 2 §4.3 Earnest Money $ 20,000.00 3 §4.5 New Loan $ N/A 4 §4.6 Assumption Balance $ N/A 5 §4.7 Private Financing $ N/A 6 §4.7 Seller Financing $ N/A 7 8 9 §4.4 Cash at Closing $ 170,000.00 10 TOTAL $ 20,000.00 $ 190,000.00 89 4.2. Seller Concession. Seller,at Closing, will credit,as directed by Buyer,an amount of$N/A to assist with any and all 90 of the following: Buyer's closing costs(Seller Concession). Seller Concession is in addition to any sum Seller has agreed to pay or 91 credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate of what is allowed 92 by Buyer's lender as set forth in the Closing Statement,Closing Disclosure or HUD-1,at Closing. 93 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of wire or check, will be payable to and 94 held by Land Title Guarantee Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The 95 Earnest Money deposit must be tendered,by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest 96 Money Deadline(§ 3)for its payment.The parties authorize delivery of the Earnest Money deposit to the company conducting the 97 Closing(Closing Company),if any,at or before Closing.In the event Earnest Money Holder has agreed to have interest on Earnest 98 Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 3 of 15 99 Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this 100 transaction will be transferred to such fund. 101 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 102 time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline(§ 3). 103 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to 104 the return of Earnest Money as provided in this Contract.If this Contract is terminated as set forth in § 25 and,except as provided 105 in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute 106 and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 107 days of Seller's receipt of such form. 108 4.4. Form of Funds;Time of Payment;Available Funds. 109 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds,Cash at Closing 110 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 111 check,savings and loan teller's check and cashier's check(Good Funds). 112 4.4.2. Time of Payment;Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be 113 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 114 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer,'as of the date of this 115 Contract, ® Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 116 stated as Cash at Closing in§4.1. 117 4.5. New Loan. 118 . . : . • _, . • . ... ! . - : • ,_. •• - , • .__ • .- •--- .. : . - ' .. 119 .. .. .. .. . .. _ , : 120 . . : . _ : . .. •_ ... -- •: • , .. - • • 121 = . • .: : - - • _. , . - . . ! • • - . 122 , . • _. . • _ , .. . : . - : ,. •: - • -• -:• : •- - _ 123 CI Conventional ❑Other 124 : . _ -• .. .. 125 Balance set forth in§1.1,presently payable at$ per including principal and interest 126 presently at the rate of % per annum, and also including escrow for the following as indicated: 0 Real Estate 127 Taxes ❑Property Insurance Premium and❑ 128 Buyer agrees to pay a loan transfer fee not to exceed$ . At the time of assumption, the new interest rate will 129 not exceed %per annum and the new payment will not exceed$ per principal and 130 , _ . - , • •. . .. . . .. .. . . . . . •. -. . - -_ : . . , 131 which causes the amount of cash required from Buyer at Closing to be increased by more than$ , then Buyer has 132 •- . . - . _ . - . _ - . . . . _ _ •• . .. •• .. .. . • 133 '. .. .. . 134 , - • _ - ••- _ - E _ - • • . . ! •. . •_ 135 an appropriate letter of commitment from lender.Any cost payable for release of liability will be paid by 136 in an amount not to exceed$ 137 4.7 Supe..„_Private Financing 138 . . _ • - . . . _ . . . .. -:, - 139 • • _ - ' . : •-• - - _ . : , . • _ , •-. : . 140 .. _ - • ._• . _ •- . .• •. - • • - • •- - . - . : _ - :: ' - .- _.. •- •- . ' • • 141 • ._ .. .. _ . _.. ' • _ . .. 142 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing (§ 1.1), 143 : . . ! _ . -•- - 144 _ • . . . - 145 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing(§4.1), this Contract is conditional 146 - ._ , • .. ... . - - , 147 148 ! • . .. ' . • . - ' •- . ' . .. _ . _ . ' - • . .•_ ' _ . _ . 149 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 150 -_ . , . . : . _ .. . - •- . . ' . •- = , • 151 • .. : • . .. ' , ,. . . . - . .. . : . _ , , _ •• - - - . , • 152 . . ._ i •. . •• • . • . - - - : . • : . 153 subjective discretion. No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 4 of 15 154 TRANSACTION PROVISIONS 155 5. FINANCING CONDITIONS AND OBLIGATIONS. 156 . . • : . • • . . ... . .. . •: . • - 157 _: , • : - ' - - . . •• : . - , : . . • . , . . • - • . . 158 . • . , . .• - • : : . ! •: : •• • - - - • - .. • • . ... . . 159 . . _. . • ! . : . • . .. . . •- . - ' ' • ' • . . _.. , • . . 160 . . • • : . ' . • ..•• " - - - .. .. .. • - _.. ' . ' : : : . • , -- ..••: ' 161 . .• .:• ' , .. ... . , _ - .. . . . . - • - _.. .•.• . ' . •• . . •.- . : . 162 : . •- '' - . . . - . •. - .• . • .. . • ! .••• ! _.. . . 163 . . - • : . . ' _ .. •- • - . ! - ' •_ . ! i- . _ _ _ . .1. . . __ • ! i• - - '-- - ' - 164 _' _ •'_ _ e _ e _ . „ !• . - - "- - __ „ . • - ' - - - • e • ' - -• ! • - 165 . . •- • - • •• .•. . . • .. , - . 166 - -167 - ... - ' ... : . . ..• " . .. . _ , 168 . .•- ' - . • . : : . _ ••. . . • . : . • ' •: - . ,. •. ! •: : •• • -- , : : . _ ' 169 - , • . . •.• . . ._ . _• • ._ • . . .. .• - - : . . ' .. _ . ... . .•. 170 . . , : . • - : . .. 171 .. . •-- _ . . _ _ ••. •• . . I. • . . . •. . . •_ . •. . ; . • - ' •. . • •- • 172 . , : -- .. . • : • . . _ . • • - . . . . . -- '•:- . • . - . , • 173 . . • . - _ . : . • ' - • - - ' . - .. . . 174 _ , .. ••- • . - . . • . . - . _ !' . . . . . . • ' •.. • . . •. • ! •. . •• • • • 175 . . - - -• • • ' .. . . - : . : ' • .. _ . -- .. • 176 .. . • .. -, . . . . , . •. .• .. . : . • _ . •: ! . • • • .. ! •: : -- . -. .. • 177 . - •- . . . - , .•. . • - - . . ...• . . • ' •- . ... . . •- . . - .. .. .. . . 178 . . . - • •: - - . , .• . _ _. . ! . . _ ! .•• ! •. . •. , .. •. . 179 . . ' . . . .• . . • . .. • , • ! . _ ' . - ..•• " - .• - .. . ' ... . . . . . .• - . 180 ' .._ . . •. . ... : . _ ' .. . •: . • ... . ' •.. . _ . .. . .. . . • .. • 181 • . . - • • - A . ' ... . . ' ••: . _. . ,. • • : : . : ! •: : • 182 terminate on such deadline. Seller has the Right to Terminate under § 25.1, on or before Closing, in Seller's sole subjective 183 • •- , • _ . ' - - . . :: ' . - .. . •. : . • .._ • . • . • 184 in§ 1.6. 185 6. APPRAISAL PROVISIONS. 186 - . . .. .. ..' _ . 187 •- ' .. - , .. .. - . .. - . . . _ - •- -• - . 188 . -. _ . - . .•- • ! . , . .• . . . . :: : . - ' - 189 :.• _ -- - , .. •. . ' . : .• -- _• , •- - • - ..•_ " - - •.• _ . , . • _ _ .. , . 190 .. - • . •.• . . • .. .. • . -• - -. .•_ ... - . - - • . . _ .. .... 191 • • • -• 192 193 ..-. • . . .. • .. - • .. . . . . - .• • - . 194 forth in§ 4.5.3,or if a cash transaction(i.e.no financing), § 6.2.1 applies. 195 6.2.1. Conventional/Other. Buyer has the sole option and election to terminate this Contract if the Property';, 196 valuation,determined by an appraiser engaged on behalf of ,is less than the Purchase 197 ' • . •- ... .• . " • ! . - - ! . ._ • • . . . ! _. .. • - : . - ••• • 198 - .. . - - .• . - - .. . ! . • ! - , • - ' . .. •. ' 199 • • - -• - - : .. . . - - . .. ' . .. ' 200 less than the Purchase Price.This§ 6.2.1 is for the sole benefit of Buyer. 201 .. . - - . . . . -. .•• . . - .. - . . . ... 202 : . • _ • • . . . •- ... . - : •• ._ : . . •- ..•. -• ... • , .. .• . _ ... . . .. 203 lender's agent or all three. 204 ! ... _ ._� __ ' e . _ . . . . . . . • • - 205 206 . . e . . - ' • .. . . • ! . ... . .. ' . : . . `. . _ • . . !. .- .• " _ 207 7.1.1. All Owners' Association declarations, articles of incorporation, bylaws, articles of organization, operating 208 - ••• - , . , .. : -• ..• - , No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 5 of 15 209 7.1.2. Minutes of most recent annual owners' meeting; 210 7.1.3. Minutes of any directors' or managers' meetings during the six month period immediately preceding the 211 date of this Contract. If none of the prcccding minutes exist, thcn the most recent minutes, if any (§§7.1.1, 7.1.2 and 7.1.3, 212 - • - , -- ._.•._ .. . ... _ 213 7.1.4. The most recent financial documents which consist of: (1)annual and most recent balance sheet, (2)annual 214 . -•. . . . - .•-- . - . . •••- .. _• , _ • _ .. _ . .. . . 215 - • ... 216 .-. • !' _ . . . I _ _• . _ • - . •' • ! • 217 e• _ ' .. e , ,, _• . .l! - - - . - _ ! _ _• ' . ! • ! ' - - - . •, • _ _ ! . . _ ' 218 ! - - • • ! - ' _. _ ' _! • • _ • ... _ ' _ .' • • . ' 219 a 11 - - - - - e : _ . .1! ' - - -- . . ! ' -- - -• •- • - '- - 220 ' -. • • • • . - _ ! _ _ . : _ . . ! ' - - -- . . ! ' -- - -• •- • - ' - - „ ' •_ .• 221 ! _ . . t' • _ _ ' ! • ! . . _ ' ! . " ! ' - P !. _ _ ! _ e _ . • ! • ! ' . 222 • -- --- -• - e - - • -. • .• a . _ _ • . . • -' e -- • e • -- - -- _-- - - 223 ' -. • • • , ! - - ! ' - - -• e • _ ' ' ! ' . . ! ' e-- - - - - • a ' ' - - 224 ! _ - • ' . • • : _ ! - - -- . .1! '-- - - - • • • _ • _ _ • , ', _I. ,, . ' ' e - 225 •C . , - • , „ . I. _ - • _ __ • - _ " • _ . • _ _ - _ ' : 226 • -_ 1 • e ! ' • e , ,, - - e . _ - • -- ! • ! • . . ! _ _ . ' ' ' ! . _ ! - - • -- ! - •- • . 227 ' - ' • _ _ ' _ • _ " ' _ ' • - !. - _ e •, ,, e • !• _ ' __ ! •' • _• 228 - !• . _ ! : _ • e • _ e •• •• • ! - - - 229 ' _• ! - _ ! _ _• '. e • - e ' _ • •, ,, _• 230 231 ! . . . . . . 232 E •- . . !. - - 233 ! . - - ' . , • - • _. . ! : • . •• • • - ! • • - . 234 E 235 236 7.3.3. Seller's Obligation. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's 237 - -•. . .. . . • •_ . . - • , - - • . . • . • .. . • - . 238 • : •. -- - . _ :, •- . . -• - - . . ... . 239240 • • . - . , e : • . . . • . • ,••• •, l .. ..•• • •- : . - 241 . •- • . . •. !. ••- - : - - ' .:•: ' - :. . : . . - -• - .. . . •• , !. ••-- . - 242 • : . •: • e : • . • ; _ ! • : • • , ! . - , . ! . - ' -- -. • .. . _. . .--- . • . •._ . . . - ' • . • 243 : _ _ : . . • . . • . - . • .. : _ - ' . -•. . -- • . • •_ •_ .. . _ : . - :: •- - -• - 244 .. . .• !. : • : . • ' • . • • . - •• . - .. : ' - : .• : : : - 245 ! . • . • . . . .. . . . - . ' . _ - .. - • • 246 . - _ • - - . •• : . - . •- . . • - - •- • - • !. . . . ' . , . •: . . - 247 ' .. - - . : - • . . . ' - . - -. . . - ..: . - . - . . .. : 248 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 249 8.1. Evidence of Record Title. 250 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 251 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline(§ 3), Seller must 252 furnish to Buyer,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the Purchase 253 Price,or if this box is checked,0 an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be 254 issued and delivered to Buyer as soon as practicable at or after Closing. 255 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 256 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline(§ 3), Buyer must 257 furnish to Seller,a current commitment for owner's title insurance policy(Title Commitment), in an amount equal to the Purchase 258 Price. 259 If neither box in§ 8.1.1 or§ 8.1.2 is checked, § 8.1.1 applies. 260 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will 0 Will Not commit to delete or 261 insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) 262 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, 263 assessments and unredeemed tax sales prior to the year of Closing (OEC). If the title insurance company agrees to provide an 264 endorsement for OEC, any additional premium expense to obtain an endorsement for OEC will be paid by 0 Buyer ® Seller 265 0 One-Half by Buyer and One-Half by Seller 0 Other 266 Note:The title insurance company may not agree to delete or insure over any or all of the standard exceptions. No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 6 of 15 267 8.1.4. Title Documents.Title Documents consist of the following: (1)copies of any plats,declarations,covenants, 268 conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of such 269 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer. The documents or 270 summaries of such documents described in this Section constitute the title documents(collectively,Title Documents). 271 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline (§ 3), copies of all 272 Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk.and recorder in the 273 county where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense 274 of the party or parties obligated to pay for the owner's title insurance policy. 275 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 276 portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline(§ 3). 277 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 278 Title Documents as set forth in § 8.4 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline (§3). 279 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding 280 § 13,or any other unsatisfactory title condition,in Buyer's sole subjective discretion.If the Abstract of Title,Title Commitment or 281 Title Documents are not received by Buyer,on or before the Record Title Deadline(§ 3),or if there is an endorsement to the Title 282 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be 283 delivered to Buyer.Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 284 to: (1) any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or 285 Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of 286 Title Objection,pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.4 287 (Right to Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents 288 required by§ 8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection 289 by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title 290 Commitment and Title Documents as satisfactory. 291 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline (§ 3), true copies of all 292 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, 293 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without 294 limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Record 295 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 296 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of 297 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 298 and § 13),in Buyer's sole subjective discretion,must be received by Seller on or before Off-Record Title Objection Deadline(§3). 299 If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline(§ 3),Buyer has until the earlier of Closing or 300 ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or 301 Notice of Title Objection pursuant to this § 8.3 (Off-Record Title), any title objection by Buyer and this Contract are governed by 302 the provisions set forth in § 8.4 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or 303 Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such rights, if any, of third 304 parties of which Buyer has actual knowledge. 305 8.4. Right to Object to Title,Resolution. Buyer's right to object to any title matters includes,but is not limited to those 306 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 307 Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following options: 308 8.4.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice 309 of Title Objection)on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement thereof on 310 or before Title Resolution Deadline (§3), this Contract will terminate on the expiration of Title Resolution Deadline (§ 3), 311 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive 312 objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline 313 (§3). If either the Record Title Deadline or the Off-Record Title Deadline, or both, are extended to the earlier of Closing or ten 314 days after receipt of the applicable documents by Buyer, pursuant to § 8.2 (Record Title) or §8.3 (Off-Record Title), the Title 315 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 316 applicable documents;or 317 8.4.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or 318 before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 319 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 320 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 321 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 322 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 323 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 324 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 325 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 7 of 15 326 TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING 327 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 328 RECORDER,OR THE COUNTY ASSESSOR. 329 Buyer has the Right to Terminate under §25.1, on or before Off-Record Title Objection Deadline (§3), based on any 330 unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole subjective discretion. 331 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 332 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the 333 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract,this Contract will terminate. 334 If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and 335 effect. Seller must promptly notify Buyer in writing of the foregoing.If expiration or waiver of the right of first refusal or approval 336 of this Contract has not occurred on or before Right of First Refusal Deadline(§ 3),this Contract will then terminate. 337 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 338 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 339 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 340 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property, and 341 various laws and governmental regulations concerning land use,development and environmental matters. The surface estate may 342 be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include 343 transfer of the mineral rights or water rights. Third parties may hold interests in oil, gas, other minerals, geothermal 344 energy or water on or under the Property,which interests may give them rights to enter and use the Property.Such matters, 345 and others, may be excluded from or not covered by the owner's title insurance policy. Buyer is advised to timely consult legal 346 counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record Title Objection 347 Deadline(§ 3)and Off-Record Title Objection Deadline(§ 3)]. 348 9. CURRENT SURVEY REVIEW. 349 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 350 or the provider of the opinion of title if an Abstract of Title,and will receive an Improvement 351 Location Certificate, Improvement Survey Plat or other form of survey set forth in §9.1.2 (collectively, Current Survey), on or 352 before Current Survey Deadline (§ 3). The Current Survey will be certified by the surveyor to all those who are to receive the 353 Current Survey. 354 0 9.1.1. Improvement Location Certificate. If the box in this §9.1.1 is checked, ❑ Seller 0 Buyer will order 355 or provide,and pay,on or before Closing,the cost of an Improvement Location Certificate. 356 ® 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey,other than an Improvement Location 357 Certificate,will be an® Improvement Survey Plat or 0 .The parties agree that payment of the cost of the Current Survey and 358 obligation to order or provide the Current Survey are as follows: Buyer to pay 100%of all costs of the Improvement Survey Plat. 359 360 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey.If the Current Survey is 361 not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer may,on or before Current 362 Survey Objection Deadline(§ 3),notwithstanding§ 8.3 or§ 13: 363 9.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 364 9.2.2. Current Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is 365 shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct. 366 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller, on or before Current Survey 367 Objection Deadline(§ 3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Current Survey 368 Resolution Deadline(§3),this Contract will terminate on the Current Survey Resolution Deadline(§ 3),unless Seller receives 369 Buyer's written withdrawal of the Current Survey Objection before such termination, i.e., on or before expiration of Current 370 Survey Resolution Deadline(§ 3). 371 DISCLOSURE,INSPECTION AND DUE DILIGENCE 372 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE 373 OF WATER. 374 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline(§ 3),Seller agrees to deliver to 375 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 376 by Seller to Seller's actual knowledge,current as of the date of this Contract. 377 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the 378 Property to Buyer in an"as is"condition, "where is"and "with all faults."Colorado law requires that Seller disclose to Buyer any 379 latent defects actually known by Seller.Disclosure of latent defects must be in writing.Buyer,acting in good faith,has the right to 380 have inspections(by one or more third parties,personally or both)of the Property and Inclusions(Inspection),at Buyer's expense. No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 8 of 15 381 If(1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the 382 electrical,plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions,(3)service 383 to the Property (including utilities and communication services), systems and components of the Property (e.g. heating and 384 plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise 385 (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole 386 subjective discretion,Buyer may,on or before Inspection Objection Deadline(§ 3): 387 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 388 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 389 Buyer requires Seller to correct. 390 10.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 391 Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 392 Deadline (§ 3), this Contract will terminate on Inspection Resolution Deadline (§ 3) unless Seller receives Buyer's written 393 withdrawal of the Inspection Objection before such termination,i.e.,on or before expiration of Inspection Resolution Deadline(§3). 394 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 395 between the parties,is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at 396 Buyer's request(Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 397 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 398 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such 399 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 400 any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees, legal fees and 401 expenses. The provisions of this section survive the termination of this Contract. This § 10.4 does not apply to items performed 402 pursuant to an Inspection Resolution. 403 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 404 property insurance (Property Insurance). Buyer has the Right to Terminate under §25.1, on or before Property Insurance 405 Objection Deadline(§ 3),based on any unsatisfactory provision of the Property Insurance,in Buyer's sole subjective discretion. 406 10.6. Due Diligence. 407 10.6.1. Due Diligence Documents. If the respective box is checked,Seller agrees to deliver copies of the following 408 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 409 Documents Delivery Deadline(§ 3),to the extent such documents and information is in the actual possession of Seller: 410 ® 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property; 411 0 10.6.1.2. Property tax bills for the last years; 412 0 10.6.1.3. As-built construction plans to the Property and the tenant improvements, including architectural, 413 electrical, mechanical, and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now 414 available; 415 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 416 ❑ 10.6.1.5. Operating statements for the past years; 417 ❑ 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 418 ® 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the 419 Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases): 420 421 422 0 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet 423 completed and capital improvement work either scheduled or in process on the date of this Contract; 424 ❑ 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 425 for the past years; 426 ® 10.6.1.10. Soils reports,Surveys and engineering reports or data pertaining to the Property(if not delivered 427 earlier under§ 8.3); 428 ® 10.6.1.11. Any and all existing documentation and reports regarding Phase I and H environmental reports, 429 letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or 430 other toxic hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's 431 possession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller; 432 ® 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of the 433 Property with said Act; 434 ® 10.6.1.13. All permits, licenses and other building or use authorizations issued by any governmental 435 authority with jurisdiction over the Property and written notice of any violation of any such permits,licenses or use authorizations, 436 if any;and 437 ® 10.6.1.14. Other documents and information: 438 No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 9 of 15 439 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 440 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 441 discretion,Buyer may,on or before Due Diligence Documents Objection Deadline(§3): 442 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 443 10.6.2.2. Due Diligence Document Objection. Deliver to Seller a written description of any unsatisfactory 444 Due Diligence Documents that Buyer requires Seller to correct. 445 10.6.3. Due Diligence Document Resolution. If a Due Diligence Document Objection is received by Seller,on or 446 before Due Diligence Document Objection Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement 447 thereof on or before Due Diligence Document Resolution Deadline (§3), this Contract will terminate on Due Diligence 448 Document Resolution Deadline (§ 3) unless Seller receives Buyer's written withdrawal of the Due Diligence Document 449 Objection before such termination,i.e.,on or before expiration of Due Diligence Document Resolution Deadline(§ 3). 450 10.6.4. Zoning. Buyer has the Right to Terminate under§25.1,on or before Due Diligence Documents Objection 451 Deadline(§ 3),based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction 452 over the Property,in Buyer's sole subjective discretion. 453 10.6.5. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the 454 Property including Phase I and Phase II Environmental Site Assessments,as applicable. 0 Seller ®Buyer will order or provide 455 ® Phase I Environmental Site Assessment, ® Phase II Environmental Site Assessment(compliant with ASTM E1527-05 456 standard practices for Environmental Site Assessments) and/or ® TSP Report, at the expense of 0 Seller ® Buyer 457 (Environmental Inspection).In addition,Buyer,at Buyer's expense,may also conduct an evaluation whether the Property complies 458 with the Americans with Disabilities Act(ADA Evaluation).All such inspections and evaluations must be conducted at such times 459 as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property,if any. 460 If Buyer's Phase I Environmental Site Assessment recommends a Phase H Environmental Site Assessment, the 461 Environmental Inspection Objection Deadline(§ 3)will be extended by 30 days(Extended Environmental Inspection Objection 462 Deadline)and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date(§ 3),the Closing 463 Date (§ 3) will be extended a like period of time. In such event, 0 Seller ® Buyer must pay the cost for such Phase II 464 Environmental Site Assessment. 465 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.5,Buyer has the 466 Right to Terminate under § 25.1, on or before Environmental Inspection Objection Deadline (§ 3), or if applicable, the 467 Extended Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in 468 Buyer's sole subjective discretion. 469 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Objection Deadline (§ 3), based on any 470, unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 471 10.7. . . _ . . _ . • . ' - . , . . ... •• . - . •. . - - . .._ 472 owned by Buyer and commonly known as .Buyer has the Right to Terminate 473 - - _ ' - ...• - ' • : . - ' - - . _ .• . . • . . .. ... • - • . • 474 .. - . . . . - . .. "•' .. - •- - _ - . - . - - : . - 475 . . •.. . . . . . .• . . . . . • . . • . • ! _ . _ . _ ••:- . _ . • . 476 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer 0 Does ❑ Does Not 477 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water 478 for the Property. Buyer 0 Does ®Does Not acknowledge receipt of a copy of the current well permit. ®There is No Well. 479 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 480 WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE) TO 481 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 482 483 • : . - • ..- . - - ' - • , •:. -• . -• - - . . . - •- • 484 - • - - .. - - - . . • . - ••- - , :: , - . - . • . -• _ . _ • _ - 485 - - - •- , • .. • - • . .. - .. .• . •• _ . . , . . . _ .. 486 487 11. TENANT ESTOPPEL STATEMENTS. 488 _ . . . • _ . • •• • .• . • . : . - -• . • - . . .. - _ ... . _ .. . 489 - .. .. • . . . .. . .. . . - . . . ! • . ... . • . ... . •- . . •• - 490 . .. • . : . . . _. • . ... • . - ' ..• = - • . . _- 491 .i._r __ stating: 492 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 493 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 494 its 495 . . . . . 496 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 10 of 15 497 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 498 11.1.6. That the Lease to which the Estoppel is attached is a true,correct and complete copy of the Lcasc demising 499 500 501 _ • _ .. ! . • ! •. . •• • - ... _ . - ••- • : . • - 502 - - ' - • _ ... . . . ... . . . . . . _ . . . . .. . • • -- . : . 503 . -- . - . • . . • . . _ ... _ . - -•- t. 504 CLOSING PROVISIONS 505 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 506 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 507 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 508 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing 509 Company, in a timely manner, all required loan documents and financial information concerning Buyer's new loan. Buyer and 510 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 511 transaction.Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 512 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions El Are ® Are Not executed with 513 this Contract. 514 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the date specified as 515 the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing will be as designated 516 by mutual agreement of Buyer and Seller. 517 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 518 between different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies). 519 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 520 other terms and provisions hereof, Seller must execute and deliver a good and sufficient General Warranty deed to Buyer, at 521 Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided 522 herein,title will be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of 523 the date of Buyer's signature hereon,whether assessed or not.Title will be conveyed subject to: 524 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 525 accepted by Buyer in accordance with Record Title(§ 8.2), 526 13.2. Distribution utility easements(including cable TV), 527 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 528 knowledge and which were accepted by Buyer in accordance with Off-Record Title(§ 8.3)and Current Survey Review(§9), 529 13.4. Inclusion of the Property within any special taxing district, 530 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon, whether 531 assessed prior to or after Closing,and 532 13.6. Other 533 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the 534 proceeds of this transaction or from any other source. 535 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 536 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and all other items required 537 to be paid at Closing,except as otherwise provided herein. 538 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ® Buyer ❑ Seller 539 El One-Half by Buyer and One-Half by Seller ❑ Other 540 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 541 assessments (Status Letter) must be paid by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ® None. 542 Any record change fee assessed by the Association including,but not limited to,ownership record transfer fees regardless of name 543 or title of such fee (Association's Record Change Fee) must be paid by ❑ Buyer El Seller El One-Half by Buyer and One- 544 Half by Seller ®None. 545 15.4. Local Transfer Tax. El The Local Transfer Tax of N/A % of the Purchase Price must be paid at Closing by El 546 Buyer El Seller ❑One-Half by Buyer and One-Half by Seller ®None. 547 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing,such 548 as community association fees, developer fees and foundation fees, must be paid at Closing by El Buyer ❑ Seller El One-Half No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 11 of 15 549 by Buyer and One-Half by Seller ® None. The Private Transfer fee, whether one or more, is for the following association(s): 550 in the total amount of %of the Purchase Price or$ 551 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees,as of the date of this Contract,do not exceed 552 $ for: 553 ❑Water Stock/Certificates 0 Water District 554 0 Augmentation Membership 0 Small Domestic Water Company 0 555 and must be paid at Closing by 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller ®None. 556 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 557 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller ®None. 558 16. PRORATIONS. The following will be prorated to the Closing Date(§3),except as otherwise provided: 559 16.1. Taxes. Personal property taxes,if any,special taxing district assessments,if any,and general real estate taxes for the 560 year of Closing, based on ® Taxes for the Calendar Year Immediately Preceding Closing 0 Most Recent Mill Levy and 561 Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled 562 veteran exemption or 0 Other 563 16.2. Rents. ' • ,. - E • . . •. . .. . .. - 564 > . . .. - . • •-_. • _ :, - .• - . . _ . . . . . •- , • - -: 565 . . : ; -- . - :- - . . . - . _ 566 . • •• . - ' •• . • - • - . • • • 567 16.3. Association Assessments. -- • • • • , •• •- • - ..- • - : • • . ••. • - 568 .. . • - - .. _ 569 - • , •- • _ .. •_ : - . - _ - . -•. , •- - - _• - - -: ., . ••- 570 : . - . . : . - . •• •, • _ .. -- • : -•, . . .. • • - - . . . . .. . . 571 • . . . • _ • _ . • . .. • _ •• .. •_ _ • : . . • _ 572 = - - . . _ .. - . . • • , •. _ _ • ••_ . • •-- . . . • •• ,. • • 573 : . - •- _ • - - - • ••:, ' _ -• -- _ • : - - - -• - - - - • • _ • - • 574 Assessments are currently payable at$ per and that there are no unpaid regular or special 575 assessments against the Property except the current regular assessments and . Such 576 : • ••- •• - • . - - •. •_- • • •- •- - • - • •: Documents. Seller agrees to promptly request the Association to 577 deliver to Buyer before Closing Date(§ 3)a current Status Letter. 578 16.4. Other Prorations. Water and sewer charges,propane,interest on continuing loan,and any other utilities. 579 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 580 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date (§3) at Possession Time (§ 3), 581 subject to the Leases as set forth in§ 10.6.1.7. 582 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable 583 to Buyer for payment of$200.00 per day(or any part of a day notwithstanding§ 18.1)from Possession Date(§ 3)and Possession 584 Time(§ 3)until possession is delivered. 585 GENERAL PROVISIONS 586 18. DAY; COMPUTATION OF PERIOD OF DAYS,DEADLINE. 587 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain 588 Time(Standard or Daylight Savings as applicable). 589 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, 590 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 591 federal or Colorado state holiday (Holiday), such deadline Will 0 Will Not be extended to the next day that is not a 592 Saturday,Sunday or Holiday.Should neither box be checked,the deadline will not be extended. 593 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 594 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 595 condition existing as of the date of this Contract,ordinary wear and tear excepted. 596 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 597 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price(Property Damage), Seller is obligated 598 to repair the same before Closing Date(§ 3). Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), if 599 the Property Damage is not repaired before Closing Date(§3)or if the damage exceeds such sum. Should Buyer elect to carry out 600 this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received 601 by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of any No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 12 of 15 602 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not 603 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option of 604 Buyer, Seller must assign such proceeds at Closing,plus credit Buyer the amount of any deductible provided for in such insurance 605 policy,but not to exceed the total Purchase Price. 606 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 607 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged 608 between the date of this Contract and Closing or possession, whichever is earlier,then Seller is liable for the repair or replacement 609 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 610 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance 611 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 612 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under §25.1, on or before 613 Closing Date (§ 3), or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such 614 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim 615 against the Association, if any, will survive Closing. Seller and Buyer are aware of the existence of pre-owned home warranty 616 programs that may be purchased and may cover the repair or replacement of such Inclusions. 617 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 618 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 619 action. Buyer has the Right to Terminate under §25.1, on or before Closing Date (§ 3), based on such condemnation action, in 620 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 621 Property and Inclusions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution 622 in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase 623 Price. 624 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 625 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 626 19.5. Risk of Loss—Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne 627 by the party entitled to the growing crops as provided in§ 2.8 and such party is entitled to such insurance proceeds or benefits for 628 the growing crops. 629 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 630 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 631 of title and consultation with legal and tax or other counsel before signing this Contract. 632 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 633 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 634 hereunder is not performed or waived as herein provided,the nondefaulting party has the following remedies: 635 21.1. If Buyer is in Default: 636 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled,in which case all Earnest Money 637 (whether or not paid by Buyer) will be paid to Seller and retained by Seller; and Seller may recover such damages as may be 638 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 639 damages,or both. 640 21.1.2. Liquidated Damages, Applicable. This §21.1.2 applies unless the box in §21.1.1 is checked. All 641 Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller.Both parties will thereafter be released 642 from all obligations hereunder. It is agreed that the Earnest Money specified in §4.1 is LIQUIDATED DAMAGES, and not a 643 penalty, which amount the parties agree is fair and reasonable and(except as provided in§§ 10.4, 22,23 and 24),said payment of 644 Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly 645 waives the remedies of specific performance and additional damages. 646 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 647 hereunder will be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as 648 being in full force and effect and Buyer has the right to specific performance or damages,or both. 649 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 650 or litigation relating to this Contract,prior to or after Closing Date(§ 3),the arbitrator or court must award to the prevailing party 651 all reasonable costs and expenses,including attorney fees,legal fees and expenses. 652 23. MEDIATION. If a dispute arises relating to this Contract,prior to or after Closing,and is not resolved,the parties must first 653 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 654 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 655 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 656 share equally in the cost of such mediation.The mediation,unless otherwise agreed,will terminate in the event the entire dispute is No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 13 of 15 657 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 658 last known address.This section will not alter any date in this Contract,unless otherwise agreed. 659 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 660 Money following receipt of written mutual instructions,signed by both Buyer and Seller.In the event of any controversy regarding 661 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole 662 subjective discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and 663 deposit Earnest Money into a court of competent jurisdiction, (Earnest Money Holder is entitled to recover court costs and 664 reasonable attorney and legal fees incurred with such action); or(3)provide notice to Buyer and Seller that unless Earnest Money 665 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the 666 lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is 667 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit, and has 668 not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order 669 of the Court.The parties reaffirm the obligation of Mediation(§ 23).This Section will survive cancellation or termination of this 670 Contract. 671 25. TERMINATION. 672 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 673 termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate),provided such written 674 notice was received on or before the applicable deadline specified in this Contract.If the Notice to Terminate is not received on or 675 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as 676 satisfactory and waives the Right to Terminate under such provision. 677 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be 678 returned and the parties are relieved of all obligations hereunder,subject to§§ 10.4,22,23 and 24. 679 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute 680 the entire agreement between the parties relating to the subject hereof,and any prior agreements pertaining thereto,whether oral or 681 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is 682 valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this 683 Contract that,by its terms,exists or is intended to be performed after termination or Closing survives the same. 684 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 685 27.1. Physical Delivery. All notices must be in writing, except as provided in §27.2. Any document, including a signed 686 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any 687 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 688 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23 and except as provided in 689 §27.2). Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller is effective 690 when physically received by Seller, any signatory on behalf of Seller,any named individual of Seller, any representative of Seller, 691 or Brokerage Firm of Broker working with Seller(except for delivery, after Closing, of the notice requesting mediation described 692 in§23 and except as provided in§ 27.2). 693 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including a signed document or written 694 notice, may be delivered in electronic form only by the following indicated methods: ® Facsimile ® Email ® Internet. If no 695 box is checked, this § 27.2 is not applicable and § 27.1 governs notice and delivery. Documents with original signatures will be 696 provided upon request of any party. 697 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 698 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 699 located in Colorado. 700 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 701 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or 702 before Acceptance Deadline Date(§3)and Acceptance Deadline Time(§ 3).If accepted,this document will become a contract 703 between Seller and Buyer.A copy of this Contract may be executed by each party,separately, and when each party has executed a 704 copy thereof,such copies taken together are deemed to be a full and complete contract between the parties. 705 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not 706 limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§5), Title 707 Insurance, Record Title and Off-Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection, 708 Indemnity,Insurability,Due Diligence and Source of Water(§ 10). No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 14 of 15 709 ADDITIONAL PROVISIONS AND ATTACHMENTS 710 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 711 Commission.) 712 713 31. ATTACHMENTS. 714 31.1. The following attachments are a part of this Contract: 715 716 Addendum 1 and Exhibit A 717 718 31.2. The following disclosure forms are attached but are not a part of this Contract: 719 720 721 722 SIGNATURES 723 Buyer's Name: Board of County Commissioners, Pitkin Buyer's Name. County,Colorado L� —;►k,l� /I` t, SPAC -sem` ctcifiam -i (X t to/2_9/20c- #4. Buyer's Signature DateBuyer s ure Date Address: C . Address: 530 East Main Street Address: Aspen CO 81611 Phone No.: 970-429-2796 Phone No.: Fax No.: Fax No.: Electronic Address: matt.adeletti@pitkincounty.com Electronic Address: 724 [NOTE: If this offer is being countered or rejected,do not sign this document.Refer to§32] Seller's Name: Daniel C.Johns Seller's Name: Heidi Wirth-Johns Seller's Signature Date Seller's Signature Date Address: P.O.Box 594 Address: P.O.Box 594 Snowmass CO 81654 Snowmass CO 81654 Phone No.: 970-309-2787 Phone No.: 970-309-2787 Fax No.: Fax No.: Electronic Address: Electronic Address: 725 No.CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 15 of 15 709 ADDITIONAL PROVISIONS AND ATTACHMENTS 710 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 711 Commission.) 712 713 31. ATTACHMENTS. 714 31.1. The following attachments are a part of this Contract: 715 716 Addendum 1 and Exhibit A 717 718 31.2. The following disclosure forms are attached but are not a part of this Contract: 719 720 721 722 SIGNATURES 723 Buyer's Name: Board of County Commissioners, Pitkin Buyer's Name; pt Colorado 1. YIrMt---t'g-- 1 v U SP•Ac -ice f a0* (---tee) Buyer's Signature Date Buyer s 10 ure Date r Address: 530 East Main Street Address: Aspen CO 81611 Phone No.: 970-429-2796 Phone No.: Fax No.: Fax No.: Electronic Address: matt.adeletti@pitkincounty.com Electronic Address: 724 [NOTE: If this offer is being countered or rejected,do not sign this document.Refer to§32] Seller's Name: Daniel C.Johns Seller's Name: Heidi Wirth-Johns A / ' 'j dlr. - L -2945 Y,2sa4' al,- it, joil. . s ( nature Date eller's Signature Date Address: P.O.Box 594 Address: P.O.Box 594 Snowmass CO 81654 Snowmass CO 81654 Phone No.: 970-309-2787 Phone No.: 970-309-2787 Fax No.: Fax No.: Electronic Address: Electronic Address: 725 No.CBS4.8.13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 15 of 15 ADDENDUM 1 TO CONTRACT TO BUY AND SELL REAL ESTATE This Addendum 1 to Contract to Buy and Sell Real Estate (this "Addendum") is made a part of that certain Contract to Buy and Sell Real Estate dated September 30, 2015, (the "Contract") between The Board of County Commissioners of Pitkin County, Colorado ("Buyer") and Daniel C. Johns and Heidi Wirth-Johns ("Seller"). 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. DESCRIPTION OF PROPERTY. For purposes of the Contract, the term"Property" shall mean an approximate 32 acre portion of the certain real property known as Pitkin County Parcel Number 246727201001 (the "Parent Lot") which is depicted on Exhibit A attached to the Contract. The Property shall include all of that portion of the Parent Lot lying northeast of the center line of the main stem of the Roaring Fork River. Buyer understands that the Property has not yet been subdivided from the Parent Lot and, as of the date hereof, is not a legally conveyable parcel separate from the Parent Lot. In accordance with Section 8(A) below, Buyer is responsible for obtaining any approvals and satisfying any governmental requirements necessary to convey the Property as a separate parcel, including subdivision approval from Pitkin County, Colorado. Upon approval by Pitkin County and the satisfaction of any other requirements necessary for the Property to be conveyed as a separate legal parcel, the term "Property" as used in the Contract and this Addendum shall mean such subdivided parcel. 2. SURVEY. Buyer shall order 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 Land Title Guarantee 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(the "Survey"). In the event the Survey 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 Survey 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 Survey. 3. STANDARD SCHEDULE B-2 EXCEPTIONS. The Title Insurance Commitment shall include, at Seller's expense, an endorsement from Land Title Guarantee Company to delete standard exceptions 1-5 on Schedule B-2 of the Title Insurance Commitment. 4. 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 October 29, 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. 5. INTEREST ON EARNEST MONEY. Subject to any requirements or limitations of the title company, 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 accordance with § 27 of the Contract to the following: To Buyer: Director, Pitkin County Open Space and Trails Attn: Dale Will 530 East Main Street, 3rd Floor Aspen, CO 81611 Facsimile No.: (970) 920-5198 Email: Dale.Will@pitkincounty.com With copy to: John Ely, County Attorney Pitkin County, Colorado 530 East Main Street Aspen, CO 81611 Facsimile No.: (970) 920-5198 Email: John.Ely@pitkincounty.com To Seller: Daniel C. Johns and Heidi Wirth-Johns PO Box 594 Snowmass CO 81654 E-Mail: dan@roaringforkbuilders.com Phone Number 970-309-2787 With copy to: Austin, Peirce & Smith, P.C. Attorneys at Law ATTN: Tom Smith 600 E. Hopkins Avenue Suite 205 Aspen, Colorado 81611 Telephone: 970.925.2600 Facsimile: 970.925.4720 Email: tsmith@aps-pc.com 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. Notice by email shall be deemed given upon a reply email from the recipient. 7. BROKER COMMISSIONS. Seller shall be solely responsible for any brokers involved in this transaction. Seller shall defend, indemnify and save the Buyer harmless from and against any and all claims, suits expense, and attorney's fees for any said real estate commission and brokerage charges related to this Contract. 8. BUYER'S ADDITIONAL CONTINGENCIES A. Pitkin County Land Use Approval. Seller acknowledges that in connection with Buyer's proposed purchase of the Property as provided for herein, Buyer shall use its best efforts to obtain any approvals and satisfy any requirements, at Buyer's sole expense, necessary to convey the Property as a separate legal parcel including, without limitation, Pitkin County's approval of a subdivision. The Parties acknowledge that Pitkin County's review and approval or denial of this subdivision shall be subject to the provisions of Pitkin County's Land Use Regulations. In the event that Pitkin County fails to grant the subdivision approval on or before January 29, 2016, then this Contract shall automatically terminate as of such date, and Buyer shall receive the prompt refund of Buyer's Earnest Money hereunder. Buyer shall pay all of the expenses for the subdivision approval process. Buyer acknowledges that, except as otherwise provided herein, Seller shall have no responsibility to pursue, obtain or pay for any land use approvals, plats, surveys, agreements or other items, required for the conveyance of the Property from Seller to Buyer. Although Pitkin County as Buyer will fund the acquisition of the Property, nothing herein shall be construed to mean that any subdivision contemplated by this Agreement has been given approval by Pitkin County in its governmental capacity. Pitkin County shall be solely responsible for obtaining all approvals necessary for the lawful subdivision of the Property. Any proposed subdivision, improvements and reserved rights identified herein continue to be subject to separate review and approval under the Pitkin County Land Use Regulations and nothing herein shall be considered pre-approval by Pitkin County of the same. B. The County's subdivision approval must include as a condition that the allowable floor area for the construction of improvements on the portion of the Parent Lot retained by the Sellers shall be based on the size of the Parent Lot as described in the recorded plat of the Irwin Naylor Lot Split without a deduction for the acreage of the Property to be conveyed in accordance with the Contract. If the County's subdivision approval does not include this condition, the Contract shall be null and void and of further force and effect. 9. NOXIOUS WEED MITIGATION. Seller shall escrow $3,000.00 of the proceeds from the sale of the Property at the time of closing with Land Title Guarantee Company for no longer than 12 months from the closing date in order for Buyer to mitigate any noxious weeds on the Property. Any escrowed amount that is not used for noxious weed mitigation shall be returned to the Seller in a timely manner. 10. BUYERS ADDITONAL CONTIGENCY REGARDING ACCESS. The obligation of Buyer to perform hereunder is expressly conditioned upon the Buyer's ability to also secure a binding agreement from the owner of the adjacent property regarding a public trail easement linking the Property to the nearby Bureau of Land Management's Property. In the event the Buyer is not able to secure a binding agreement for such trail easement, as determined by the Buyer in its sole discretion to be adequate for the Buyer's intended use, on or before October 30, 2015, or any extension thereof as the Seller and/or Buyer may agree in writing, the Buyer may, upon written notice to the Seller, terminate this Contract whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. 11. 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. BUYER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO By: Name: ' , J Title: DiVPc'g)c'� 2 ccs C o v o eQA d'p S E' ' A .00 Dane C.Johns fiejCiti. Heidi Wirth-John BUYER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: Name: API r `// �f ?cct'r�r�I s Title: Dt i e'ha r (�i /c�� C c�� 0 pQA J p z SELLER: Daniel C. Johns Heidi Wirth-John BUYER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: c A R Name: vem A---, at' (a1 Title: Ciic(C v-u1 n.r k_ J ©CC SELLER: Daniel C. Johns Heidi Wirth-John I _,,pa Exhibit A /4,ir.! ;a`@ Vii. , ,,t ":::',N -ditch —Roads —Rivers/Streams US Forest Service Owned Lands State Owned Lands BLM Owned Lands 0 m the Property N \ -- 0 340 680 1,360 Feet k ..,„„... NR N ? �+Q 2y .0 E B T �O ® W e o��N Lo S %r _� 44.,.....---;;;.-;;;�_ SER RIFER It k�N C OJ �/ r h_Co jD4.E41 m , L n1W m F This map/drawing is a graphical representation of the features depicted and is not a legal representation. Accuracy is not guaranteed. • .t • 1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 (AE41-8-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 AGREEMENT TO AMEND/EXTEND CONTRACT 8 9 Date: 10/23/2015 10 11 1. This agreement amends the contract dated 09/30/2015 (Contract),between 12 Daniel C.Johns and Heidi Wirth-Johns (Seller),and The Board of County Commissioners of Pitkin County,Colorado 13 (Buyer),relating to the sale and purchase of the following legally described real estate in the County of Pitkin 14 Colorado:see Contract 15 16 17 18 known as No. (Property). 19 Street Address City State Zip 20 21 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 22 the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the 23 corresponding provision of the Contract to which reference is made is deleted. 24 25 2. §3. DATES AND DEADLINES. [Note:This table may be omitted if inapplicable.] Item Date or No No. Reference Event Deadline Change Deleted 1 §4.3 Alternative Earnest Money Deadline n Title 2 § 8.1 Record Title Deadline ✓ 3 § 8.2 Record Title Objection Deadline November 18,2015 4 § 8.3 Off-Record Title Deadline ✓ 5 § 8.3 Off-Record Title Objection Deadline ✓ R 6 § 8.4 Title Resolution Deadline ✓ 7 § 8.6 Right 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 ✓ _ 11 §5.1 Loan Application Deadline ✓ 12 §5.2 Loan Objection Deadline ✓ 13 §5.3 Buyer's Credit Information Deadline ✓ _ 14 §5.3 Disapproval of Buyer's Credit Information Deadline ✓ 15 §5.4 Existing Loan Documents Deadline 16 §5.4 Existing Loan Documents Objection Deadline ✓ 17 §5.4 Loan Transfer Approval Deadline ✓ 18 §4.7 Seller or Private Financing Deadline ✓ Appraisal 19 §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. AGREEMENT TO AMEND/EXTEND CONTRACT Page 1 of 2 hew Daae er Ne Reaneece Evert Deedhee Cie Ddethed 23 19.3 Canvas Servet Reenhaion Deadline 7,111111411010s alid Dee Delgenta 44F 24 10.2 j41100011100 Motion Deadline ,f 25 t0.3 lsieectiatl llaaoletlaa 1�Isdlliiet .. . . .�,._ 26 10.5 Psassikbessrsoce 011ret>on Deedade 27 104 Dus DiNissoe DOSIMISSIS Ciiwey Deadline 21 •10.6. Due 0111sence Docusests Obleclios Demme 29 $10.6 Dae ►' ;, Doaaweab lEnol tion • 30 10.6 E nvinasaeen4l lleal�oclia�tail clival Deed 1.'CB'S2,3,4 .-- 31 f10.6 • • ; ;,, Doable /LI v 34 - S2 _ 010.7 C'badidoari Salo De dbime - r. 33., 111.1 Tama Em mai 31 pJ*tae 4882.3.4 " 1. g 11.2 Target Egon*,thdommods Machos peke 3.4 Palos wed Peatadsa t ..,..,. , 3S v 12.3 Ease 36 ;17 Pound=Dpi , ...... 37 ¢17 Possession Time 26 27 3. Other dates Or deadlines sat forth in the Owned we champed as Micron: 2e 29 30 31 4. Additional amendments. 32 The name of the runty noted Article 2.4 of the Contract lairtCmut`Esg1t'is hereby replaced With"Pickin", The date 33 noted in Article 8(A)of Addandurn I is Incorrect*Jeremy 29.2015,is hereby replaced with`,ternary 20.2010"'. 34 35 An other terms and conditions of the Contract remain the same. 3b 37 3a This proposal expires unless accepted in w tlsi by Saucer and Buyer ss evidenced by their shrews*below and the offering party 39 to this downs*receives notice of such weepeaoe an or beton 40 Date Thee ee di 42 B . The Mrtst` Cr nen so was oar*Genoa p...er's Warne' t,hQam.' hpzx yf p... sv oe 1 's Signal= Hale SeUar'srame: Daniel C. Johns sdkear,.n,e. Heidi Wirth-Johns 00,1)4,.; .4r / Af / 1/ Li/Sewer's Sips=tw a Dale Sellars Sipaa.e ate 43 4E41,841 ACR ME WT TO AMEND#E CTV s CONTRACT (fie 3 er 2 Item Date or No No. Reference Event Deadline Change Deleted 23 §9.3 Current Survey Resolution Deadline 17 1 n Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline ✓ _ 25 § 10.3 Inspection Resolution Deadline ✓ 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 Tenant Estoppel Statements Deadline CBS2,3,4 ✓ 34 § 11.2 Tenant Estoppel Statements Objection Deadline CBS2,3,4 ✓ �, k Closing and Possession , . 35 § 12.3 Closing Date ✓ 36 § 17 Possession Date ✓ 37 § 17 Possession Time ✓ ✓ _ ✓ _ 26 27 3. Other dates or deadlines set forth in the Contract are changed as follows: 28 29 30 31 4. Additional amendments: 32 The name of the county noted Article 2.4 of the Contract is incorrect; "Eagle" is hereby replaced with "Pitkin". The date 33 noted in Article 8(A)of Addendum 1 is incorrect; "January 29, 2015, is hereby replaced with "January 29, 2016". 34 35 All other terms and conditions of the Contract remain the same. 36 37 38 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party 39 to this document receives notice of such acceptance on or before 40 Date Time 41 42 The Board of C• ty Commissioners of Pitkin County,Colorado Buy 's me: / Buyer's Name: As - 3 0-Y. cW uen 111 .- c0,4t -. Bu erg Signature Date Buyer's Signature Date Seller's Name: Daniel C. Johns Seller's Name: Heidi Wirth-Johns Seller's Signature Date Seller's Signature Date 43 AE41-8-13. AGREEMENT TO AMEND/EXTEND CONTRACT Page 2 of 2 Item Date or No 1 No. Reference Event Deadline Change Deleted 23 §9.3 Current Survey Resolution Deadline Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline ✓ 25 § 10.3 Inspection Resolution Deadline ✓ 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 Tenant Estoppel Statements Deadline CBS2,3,4 ✓ 34 § 11.2 Tenant Estoppel Statements Objection Deadline CBS2,3,4 ✓ Closing and Possession ,`�, %%CO h4141:4 35 § 12.3 Closing Date ✓ 36 § 17 Possession Date ✓ 37 § 17 Possession Time ✓ 26 27 3. Other dates or deadlines set forth in the Contract are changed as follows: 28 29 30 31 4. Additional amendments: 32 The name of the county noted Article 2.4 of the Contract is incorrect; "Eagle"is hereby replaced with"Pitkin". The date 33 noted in Article 8(A)of Addendum 1 is incorrect; "January 29, 2015, is hereby replaced with"January 29, 2016". 34 35 All other terms and conditions of the Contract remain the same. 36 37 38 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party 39 to this document receives notice of such acceptance on or before 40 Date Time 41 42 The Board of County Commissioners of Pitkin County,Colorado Buyers Name: Buyer's Name: ---EtAfe4/1 /0/2-7/1-°6— CLe, Buyer's Signature Date Buyer's Signature Date Seller's Name: Daniel C. Johns Seller's Name: Heidi Wirth-Johns Seller's Signature Date Seller's Signature Date 43 AE4I-8-13. AGREEMENT TO AMEND/EXTEND CONTRACT Page 2 of 2 1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 (AE41-8-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND TILE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 AGREEMENT TO AMEND/EXTEND CONTRACT 8 9 Date: 11/03/2015 10 11 1. This agreement amends the contract dated 09/30/2015 (Contract),between 12 Daniel C.Johns and Heidi Wrth-Johns (Seller),and The Board of County Commissioners of Pitkin County,Colorado 13 (Buyer),relating to the sale and purchase of the following legally described real estate in the County of Pitkin 14 Colorado:see Contract 15 16 17 18 known as No. (Property). 19 Street Address City State Zip 20 21 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 22 the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the 23 corresponding provision of the Contract to which reference is made is deleted. 24 25 2. §3. DATES AND DEADLINES. [Note:This table may be omitted if inapplicable.] Item Date or No No. Reference Event Deadline Chan le Deleted 1 • 4.3 Alternative Earnest Mone DeadlineMENNEN Title •tv 2 § 8.1 Record Title Deadline •0•••• 3 §8.2 Record Title Ob'ection Deadline December 2,2015 EMMEN. 4 • 8.3 Off-Record Title Deadline •0•N•• 5 • 8.3 Off-Record Title Ob'ection Deadline 111121111111.1111 6 • 8.4 Title Resolution Deadline December 9,2015 111.111111.11 7 • 8.6 Ri:ht of First Refusal Deadline Owners'Association 8 MM. Association Documents Deadline .011111.1.1 9 • 7.4 Association Documents Ob'ection Deadline Seller's Pro.ert Disclosure ,,,, �. 10 • 10.1 Seller's Prose Disclosure Deadline •0•INEl Loan and Credit MENNEN 11 Loan A..lication Deadline �07EMI 12 Loan Ob'ection Deadline 13 Bu er's Credit Information Deadline EMMEN. 14 MMEMI Disa.'roval of Bu er's Credit Information Deadline ■ENNEN 15 • 5.4 Existin: Loan Documents Deadline ■ENNEN 16 • 5.4 Existin!Loan Documents Ob'ection Deadline ■p■■■■ 17 • 5.4 Loan Transfer A..roval Deadline ■ENNEN 18 • 4.7 Seller or Private Financing Deadline •E1•••• A. .raisal 19 • 6.2 A..raisal Deadline 11111M11.111 20 • 6.2 A..raisal Ob'ection Deadline ■p■■■■ Surve 21 • 9.1 Current Surve Deadline November 18,2015 .111..1111111 22 • 9.2 Current Surve Ob'ection Deadline December 2,2015 MINNIE AE41-8-13. AGREEMENT TO AMEND/EXTEND CONTRACT Page 1 of 2 Item Date or No No. Reference Event Deadline Change Deleted 23 §9.3 Current Survey Resolution Deadline December 9 2015 Inspection and Due Diligence I 'd a €� ��, kail"r.. g 24 § 10.2 Inspection Objection Deadline ✓ 25 § 10.3 Inspection Resolution Deadline ✓ 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 Tenant Estoppel Statements Deadline CBS2,3,4 34 § 11.2 Tenant Estoppel Statements Objection Deadline CBS2,3,4 ✓ Closing and Possession 35 § 12.3 Closing Date ✓ 36 § 17 Possession Date ✓ 37 § 17 Possession Time ✓ 26 27 3. Other dates or deadlines set forth in the Contract are changed as follows: 28 29 30 31 4. Additional amendments: 32 33 34 35 All other terms and conditions of the Contract remain the same. 36 37 38 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party 39 to this document receives notice of such acceptance on or before 40 Date Time 41 42 The Board of County Commissioners of Pitkin County,Colorado , FT at;U Buyers Name: Buyers Name: 24/7-0/5--- Buyer's Signature D to Buyer's Signature Date • Seller's Name: Danlei C. Johns Seller's Name: Heldl Wirth-Johns Seller's Signature Date Seller's Signature Date 43 AE41-8-13. AGREEMENT TO AMEND/EXTEND CONTRACT Page 2 of 2 Itra Date or No Na minae Evert Deadline Chasse Deleted 23 93 Curreet Survey Resolutioa Deadline mitt.iney s.20 It 11ri lateedea and One Dilate 24 4 1(12 inspection Objectioa Deadline 25 4 103 Inspection Resolution Deadline 26 ( $0.5 honesty laureate Objection Deadline 27 1)04 Dee Thismece Dommoutts Deliveg Deadline 21 a 10.6 Dee Diligence Documents Ottiectios Deadline 29 I 10.6 Doe Dilaceoe Dooms*R1110144100 Medlin Aldno 30 10.6 Environmeetal Inspectloa Muth*Medlin Cl3S2‘314 ./, 31 10.6 ADA Evaleelian Oltiendon Mediae CBSZ 3,4 .4. 32 ($0.7 Condidonel Sale Deane 33 411.1 Tempt Mood Staisissab Deadline CBSZ 3,4 34 4112 Tame Epinal klatemeills 016ection Domaine CBS2,3,4 Quiet and rameselen 4., 33 (12.3 Clain DateL. 1-3-6 I 17 Posemeion Dale 37 617, Pomades Time pito 26 27 3. Other dales or deadlines sot foeth in the Contract are dunged as follow 24 20 30 31 4, Additional amendment s 32 33 34 35 AN other terms and condftions of the Contract remain the 5,3t00 37 36 IS ThIs'deposal expires unless isectpted in writing by Seller and Buycr as cvidcrd by their signatures below and tie ate*party 39 to this document receives notice of such acceptance on or before 411 Nee Time 41 buyer a s Nam The Sail 01 Owls Corfailteres 00 POW Caw*Con011 Btayers Name: Buyer's Signature Date Beer's Signature Date saws mum: Daniel C. Johns moos Nam Heidi Wirth-Johns 4111616111611: • Z ?ILJi41:1-1 :)11,rt4.- 11- 02..201S Date Seer's Signature Date 43 4S444141, 'W(1TO 10412401EXTEND ODKTRAC1 Pip 2.f I I The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 (AE41-8-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 AGREEMENT TO AMEND/EXTEND CONTRACT 8 9 Date: 12/09/2015 10 11 1. This agreement amends the contract dated 09/30/2015 (Contract),between 12 Daniel C.Johns and Heidi Wirth-Johns (Seller),and The Board of County Commissioners of Pitkin County,Colorado 13 (Buyer),relating to the sale and purchase of the following legally described real estate in the County of Pitkin 14 Colorado:see Contract 15 16 17 18 known as No. (Property). 19 Street Address City State Zip 20 21 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 22 the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the 23 corresponding provision of the Contract to which reference is made is deleted. 24 25 2. §3. DATES AND DEADLINES. [Note: This table may be omitted if inapplicable.] Item Date or No No. Reference Event Deadline Chane Deleted 1 • 4.3 Alternative Earnest Mone Deadline •151•••• Title $'z 2 • 8.1 Record Title Deadline 1110111111.111 3 • 8.2 Record Title Ob'ection Deadline EMMEN. 4 • 8.3 Off-Record Title Deadline MEM= 5 In311111M Off-Record Title Ob'ection Deadline MENNEN 6 • 8.4 Title Resolution Deadline December 15,2015 Ellill..11111. 7 • 8.6 Ri•ht of First Refusal Deadline NOMMEN Owners'Association , 8 RIEEIMIll Association Documents Deadline 111112.... 9 • 7.4 Association Documents Ob'ection Deadline .10111111.111 Seller's Pro.e Disclosure 1., 10 • 10.1 Seller's Pro.e Disclosure Deadline NOMMEN Loan and Credit .112...111 11 NEEM Loan A..lication Deadline 12 Mali1111 Loan Ob'ection Deadline 1.0111111.1. 13 Irgi Bu er's Credit Information Deadline M0111.11. 14 MIMI= Disa.'royal of Bu er's Credit Information Deadline 15 • 5.4 Existin! Loan Documents Deadline 16 • 5.4 Existin: Loan Documents Ob'ection Deadline 1111211111111111111 17 • 5.4 Loan Transfer A.'roval Deadline 18 • 4.7 Seller or Private Financing Deadline 1112111111111111 _ A. .raisal `a "t°'' . 19 • 6.2 A..raisal Deadline 11110MMIIIN 20 • 6.2 A..raisal Ob'ection Deadline 11110MMEN Surve 21 • 9.1 Current Surve Deadline 22 • 9.2 Current Surve Ob'ection Deadline •0•••• AE41-8-13. AGREEMENT TO AMEND/EXTEND CONTRACT Page 1 of 2 Iters Date or No Na _ Reference Event Deadline Clings Deleted 23 19.3 Current Survey Resolution Deadline D.wea.r is.cors Inspection sad Due DilDiligence Yew._. . ..... _,,...... ... 24 110.2 Inspection Objection Deadline .._.� 25 1 10.3 In tion Resolution Deadline 1 — 26 1 10.5 Pipperty insurance Objection Deadline „1.--_..........—,...4 27 1 104 Due Diligence Documents Delivery Deadline_ f 28 1 104 Due Diligence Documents Objection Deadline r/ 29 10.6 _ Due Diligence Documents Resolution Deadline __w. ,IMI 30 1 10.6 Environmental Inspection Objection Deadline C8S213_,4 ih.L. . 31 10.6 ADA Evaluation Objection Deadline CBS2,3,4 32 § 10.7 Conditional Sale Deadline 33 1 11.1 Tenant Estoppel State tains Deadline CBS2,3,4 f 34 _, F Tenant Estoppel Ski Objection Deadline CBS2,3,4 2y Possession ++-. '�.:"vu 'nt !r.....-',*.:-' a4 Ciosie�sadv a 4 P �B'd* 35 112.3 Cissits Date __ ... 36 117 Possession Date 37 117 Possession Time I —.y A 26 27 3. Other dates or deadlines set forth in the Contract arc changed as follows: 26 29 30 31 4. Additional amendments: 32 33 34 35 All other terms and conditions of the Contract remain the same, 36 37 3.11 7 bra proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party 39 to this document receives notice of such acceptance on or before_._._ .._ _,. . 40 Date Time 41 42 nit few d Ca.. Coanrvuu i d Pwn Ccvagr CrA+ran Buyer's Name. Buyer's Name: Buyer's Signature Date Buyer's Signature Date Seller's Name: Daniel C. Johns seller's N,m: Heidi Wirth-Johns ...:_ t _ -( .I ~ K.•1�1LJt' •24-1 • Ls,— i'' _c1-f • re- i --- Date Se lee's Signature Date 43 ..../ AE41 d-13, AGREEMENT TO AMEND/EXTEND CONTRACT rage 2 42 Item Date or No No. Reference Event Deadline Change Deleted 23 §9.3 Current Survey Resolution Deadline December 15,2015 Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline ✓ 25 § 10.3 Inspection Resolution Deadline ✓ 26 § 10.5 Property Insurance Objection Deadline ✓ M 27 § 10.6 Due Diligence Documents Delivery Deadline ✓ 28 § 10.6 Due Diligence Documents Objection Deadline ✓ II 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 ✓ I 33 § 11.1 Tenant Estoppel Statements Deadline CBS2,3,4 ✓ 34 § 11.2 Tenant Estoppel Statements Objection Deadline CBS2,3,4 ✓ Closing and Possession t ,;,M.' 35 § 12.3 Closing Date ✓ U 36 § 17 Possession Date ✓ 37 § 17 Possession Time ✓ I ✓ ■ 26 27 3. Other dates or deadlines set forth in the Contract are changed as follows: 28 29 30 31 4. Additional amendments: 32 33 34 35 All other terms and conditions of the Contract remain the same. 36 37 38 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party 39 to this document receives notice of such acceptance on or before 40 Date Time 41 42 The Board of County Commissioners of Pitkin County,Colorado Buyer's Name: Buyer's Name: --(341Y4/\ Caidi C 14q12-fpfc- Buyer's Signature Date Buyer's Signature Date Seller's Name: Daniel C. Johns Seller's Name: Heidi Wirth-Johns Seller's Signature Date Seller's Signature Date 43 AE41-8-13. AGREEMENT TO AMEND/EXTEND CONTRACT Page 2 of 2 1 2 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate 3 Commission.(AE41-5-09)(Mandatory 7-09) 4 5 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER 6 COUNSEL BEFORE SIGNING. 7 AGREEMENT TO AMEND/EXTEND CONTRACT 8 Date:February 9.2016 9 10 1. This agreement amends the contract dated September 30,2015(Contract),between Daniel C.Johns and Heidi Wirth- 11 Johns(Seller),and Board of County Commissioners of Pitkin County.Colorado(Buyer),relating to the sale and 12 purchase of the following legally described real estate in the County of Pitkin,Colorado:A portion of LOT I, Irvin Naylor 13 Lot Split,according to the plat thereof recorded August 23, 1982 in Plat Book 13 at Page 77 as Reception No. 14 243626 and First Amendment thereto recorded March 3, 1995 in Plat Book 36 at Page 51 as Reception No. 15 379434, lying north of the centerline of the Roaring Fork River. [The exact legal description shall be agreed to by 16 the Buyer and Seller in the survey as described Article 8(A)of Addendum I] 17 known as No. (Property). Street Address City State Zip 18 [NOTE: If any item is left blank or the term"No Change"is inserted,it means no change. The abbreviation"N/A"or 19 the word "Deleted" means not applicable and when inserted on any line in Dates and Deadlines(§ 2.3) means that the 20 corresponding provision of the Contract to which reference is made is deleted.] 21 22 2. §2.3. DATES AND DEADLINES. [NOTE:This table may be deleted if inapplicable.] 23 Item No. Reference Event Date or Deadline 1 §4.2.1 Alternative Earnest Money Deadline 2 §5.1 Loan Application Deadline 3 §5.2 Loan Conditions Deadline 4 §5.3 Buyer's Credit Information Deadline 5 §5.3 Disapproval of Buyer's Credit Information Deadline 6 §5.4 Existing Loan Documents Deadline 7 §5.4 Existing Loan Documents Objection Deadline 8 §5.4 Loan Transfer Approval Deadline 9 §6.2.2 Appraisal Deadline 10 §6.2.2 Appraisal Objection Deadline 11 §7.1 Title Deadline 12 §7.2 Document Request Deadline 13 §7.3 Survey Deadline 14 §7.4.4.1 CIC Documents Deadline 15 I §7.4.5 CIC Documents Objection Deadline 16 1 §8.1 Title Objection Deadline 17 § 8.2 Off-Record Matters Deadline 18 §8.2 Off-Record Matters Objection Deadline 19 § 8.3.2 Survey Objection Deadline 20 § 8.6 Right Of First Refusal Deadline 21 § 10.1 Seller's Property Disclosure Deadline 22 § 10.2 Inspection Objection Deadline 123 I § 10.3 I Inspection Resolution DeadlinelipilDCONTAACI www.ezContract.com Copyright 2002-2009 Initials: T AE4I-5-09 Agreement to Amend/Extend Contract 02/09/16 at 11:53 AM Page 1 of 2 Item No. Reference Event Date or Deadline: 24 § 10.5 Property Insurance Objection Deadline 25 § 12 Closing Date February 19,2016 26 § 17 { Possession Date February 19,2016 27 § 17 Possession Time 10 a.m. 24 25 3. Other dates or deadlines set forth in the Contract shall be changed as follows: 26 Buyer and Seller agree that the closing date contemplated in Section 2 of this Agreement To Amend/Extend 27 Contract may occur earlier upon approval from both Buyer and Seller. 28 29 4. Additional amendments: 30 31 32 All other terms and conditions of the Contract shall remain the same. 33 34 This proposal shall expire 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 35 Date: Date: Board of County Commissioners of Buyer's Name: Pitkin County,Colorado Buyer's Name 36 37 Buyer's Signature Buyer's Signature 38 39 Date: Date: Seller's Name: Daniel C.Johns Seller's Name: Heidi Wirth-Johns 40 Se er's ignature Seller's Sig ture 42 www.ezContract.cotit Copyright 2002-2009 Initials: Iatzcontraacr AE41.5.09 Agreement to Amend/Extend Contract 02/09/16 at 11153 AM Page 2 of 2 Item No. I Reference ; Event , bate or Deadline 24 r§ 10.5 Property Insurance Objection Deadline 25 § 12 Closing Date February 19,2016 26 § 17 Possession Date February 19, 2016 27 § 17 Possession Time 10 a.m. 24 25 3. Other dates or deadlines set forth in the Contract shall be changed as follows: • 26 Buyer and Seller agree that the closing date contemplated in Section 2 of this Agreement To Amend/Extend 27 Contract may occur earlier upon approval from both Buyer and Seller. 28 29 4. Additional amendments: 30 31 32 All other terms and conditions of the Contract shall remain the same. 33 34 This proposal shall expire 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 35 Date: Date: Board of County Commissioners of Buyer's NatAe: Pitkin County, Col. rad• Buyer's Name 36' �G ( Q Rzc 37e,t_AY,6 Buyer's Signature Buyer's Signature 38 39 Date: Date: Seller's Name: Daniel C. Johns Seller's Name: Heidi Wirth-Johns 40 41 Seller's Signature Seller's Signature 42 www.ezContract.com Copyright 2002-2009 Initials: Riaccommacr AE41-5-09 Agreement to Amend/Extend Contract 02/09/16 at 11:53 AM Page 2 of 2