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bocc.con.366.2016
AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO,AUTHORIZING THE PURCHASE OF 123 EMMA ROAD,BASALT TO MEET CURRENT AND FUTURE FACILITY NEEDS FOR COUNTY SERVICES ORDINANCE NO. o A G -2016 CONTRACT# -L-2.2/6 RECITALS 1. The Board of County Commissioners of Pitkin County("County")desires to acquire 123 Emma Road,Basalt,more specifically described as Lot 1A,Basalt Commercial Park according to the amended plat thereof recorded January 25, 1995 in Plat Book 35 at Page 95 from River Park Center LLC,(the"Property");and 2. The near-term purpose of the acquisition is to provide cost effective temporary space for certain County departments while the Courthouse Plaza(530 East Main,Aspen)is remodeled and an addition is constructed; and 3. The long-term purpose of the property will be to provide space for certain County services deemed beneficial to be offered in Basalt by the Board of County Commissioners;and 4. The Property has 15,763 square foot of floor area,and is located within walking distance to downtown Basalt and RFTA bus stops making it easy for the public to access;and 5. The County intends to purchase the Property for up to$3,300,000,contingent upon the County's inspection of title,appraisal and value,physical condition, survey and other due diligence matters. 6. The County 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 Rt NOW THEREFORE,BE IT ORDAINED that the Board of County Commissioners of Pitkin County,Colorado approves the purchase of 123 Emma Road,Basalt and the Chair of the Board of County Commissioners (or the Chair's designee) is further authorized to execute such documents as necessary to complete the purchase of 123 Emma Road in a form approved by the County Attorney within the parameters stated in this ordinance. RECEPTION#: 633217, 10/24/2016 at 11:27:02 AM, 1 OF 31, R $0.00 Doc Code ORDINANCE Janice K. Vos Caudill, Pitkin County, CO INTRODUCED,ON THE 14TH DAY OF SEPTEMBER 2016 AND SET FOR PUBLIC HEARING ON THE 28TH DAY OF SEPTEMBER,2016. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF TME ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE /SI& DAY OF am_ ikr✓ 2016. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE www.pitkincounty.com ON THE /G' DAY OF 51{421-444.-ire r 2016. ADOPTED AT A PUBLIC HEARING ON THE 28TH DAY OF SEPTEMBER 2016. PUBLISHED BY TITLE AND HORT SUMMARY,AFTER PUBLIC HEARING, IN THE ASPEN TIMES WEEKLY ON THE DAY OF ()jh.e y, 2016. POSTED BY TITLE AND SHORT SUMMARY ON0 .; FFICIAL PITKIN COUNTY WEBSITE www.pitkincounty.com ON THE 30&DAY OF ksJu✓ 2016. THIS ORDINANCE IF EFFECTIVE ON SEPTEMBER 28,2016. ATTEST: BOARD OF COUNTY COMMISSIONERS 7') . / By I Gti�Q, t o BY ` ' J-. ette Jones / Rachet E. Richards,Chair D-puty County Clerk Date: (' " 2-0& APPROVED AS TO FORM: MANAGER APPROVAL --, - --..--CL\L. tk V --- ? ____ John E , -oun • ttorney Jon Pea ck, County Mana 1 2 Aspen SothebysAspen Snowmass Sotheby?s International Realty 3 Snowmass ,.n.. om.u.ar.u.^Sally Shiekman-Miller 4 5 Ph: 970-925-6060 Fax: 970-920-9993 6 7e printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate 8 ommission.(CBS3-6-151 (Mandatory 1-16) 9 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 11 12 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 13 14 CONTRACT TO BUY AND SELL REAL ESTATE 15 16 (COMMERCIAL) 17 (®Property with No Residences) 18 (❑Property with Residences-Residential Addendum Attached) 19 20 21 Date: 7/8/2016 22 23 24 AGREEMENT 25 26 1. AGREEMENT.Buyer agrees to buy and Seller agrees to sell,the Property described below on the 28 terms and conditions set forth in this contract(Contract). 29 30 2. PARTIES AND PROPERTY. 31 32 2.1.Buyer.Buyer, Board of County Commissioners of Pitkin County,will take title to the 33 Property described below as 34 0 Joint Tenants ❑Tenants In Common ®Other To Be Determined. 35 36 2.2. No Assignability.This Contract Is Not assignable by Buyer unless otherwise specified in 37 Additional Provisions. 38 2.3.Seller.Seller, River Park Center LLC,is the current owner of the Property described below. 39 40 2.4.Property.The Property is the following legally described real estate in the County of 41 Pitkin,Colorado: 42 a33 Basalt Commercial Park Lot:A1 44 known as No. 123 Emma Road,Basalt, CO 81621, 45 together with the interests, easements,rights,benefits,improvements and attached fixtures appurtenant 46 47 thereto, and all interest of Seller in vacated streets and alleys adjacent thereto,except as herein excluded 48 (Property). 49 50 51 2.5.Inclusions. The Purchase Price includes the following items(Inclusions): 52 2.5.1. Inclusions-Attached. If attached to the Property on the date of this Contract,the 53 following items are Included unless excluded under Exclusions: lighting,heating,plumbing,ventilating and air 54 conditioning units,TV antennas, inside telephone,network and coaxial(cable)wiring and connecting 55 56 blocks/Jacks,plants,mirrors,floor coverings,intercom systems,built-in kitchen appliances,sprinkler systems 57 and controls,built-in vacuum systems(including accessories),garage door openers(including n/a remote 58 controls). if checked,the following are owned by the Seller and included(leased items should be listed under 59 60 Due Diligence Documents):®None 0 Solar Panels 0 Water Softeners ❑Security Systems ❑ 61 Satellite Systems(including satellite dishes).If any additional Items are attached to the Property after the date 62 of this Contract,such additional items are also included in the Purchase Price. 63 64 2.5.2. Inclusions-Not Attached. If on the Property,whether attached or not,on the date of 65 this Contract,the following items are included unless excluded under Exclusions:storm windows,storm 66 doors,window and porch shades,awnings,blinds,screens,window coverings and treatments,curtain rods, 68 drapery rods,fireplace Inserts,fireplace screens,fireplacegrates,heatingstoves,storage sheds,carbon 68 PrY P P P 9 69 monoxide alarms,smoke/fire detectors and all keys. 70 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 1 of 19 71 2.5.3.Personal Property-Conveyance.Any personal property must be conveyed at Closing by 72 Seller free and clear of all taxes(except personal property taxes for the year of Closing),liens and 74 encumbrances,except for none. 75 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 76 2.5.4. Other inclusions. The following items,whether fixtures or personal property,are also 78 Included in the Purchase Price: for none 79 2.5.5. Parking and Storage Facilities.0 Use Only®Ownership of the following parking eo facilities: to be determined,and 0 Use Only 0 Ownership of the following storage facilities: 81 B2 those appurtenant to. 83 2.6. Exclusions.The following items are excluded(Exclusions): none 84 85 86 2.7. Water Rights,Well Rights,Water and Sewer Taps. 87 0 2.7.1. Deeded Water Rights.The following legally described water rights: 88 S9 none 90 Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 91 ❑ 92 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in 93 §§2.7.1,2.7.3,2.7.4 and 2.7.5,will be transferred to Buyer at Closing: none 94 0 2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. 95 Buyer understands that if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water 96 97 Well,"used for ordinary household purposes,Buyer must, prior to or at Closing,complete a Change in 98 Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water 99 Resources in the Department of Natural Resources(Division),Buyer must complete a registration of existing too 101 well form for the well and pay the cost of registration. If no person will be providing a closing service in 102 connection with the transaction,Buyer must file the form with the Division within sixty days after Closing.The 103 Well Permit#is n/a. 104 — 105 ❑ 2.7.4.Water Stock Certificates.The water stock certificates to be transferred at Closing are 106 as follows: none 107 108 2.7.5.Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2(Other 109 Rights Relating to Water),§2.7.3(Well Rights),or§2.7.4(Water Stock Certificates),Seller agrees to convey 110 such rights to Buyer by executing the applicable legal instrument at Closing. tit 112 113 3. DATES AND DEADLINES. 114 115 116 Item No. Reference Event Date or Deadline 117 1 §4.3 Alternative Earnest Money Deadline 3 bus days after 118 MEC 119 120 Title 121 2 §8.1 Record Title Deadline 14 days after MEC 122 123 3 §8.2 Record Title Objection Deadline 90 days after MEC 124 4 §8.3 Off-Record Title Deadline 7 days after MEC 126 5 §8.3 Off-Record Title Objection Deadline 90 days after MEC 127 6 §8.4 Title Resolution Deadline 100 days after MEC 128 129 7 §8.6 Right of First Refusal Deadline n/a 130 Owners'Association 131 132 8 §7.3 Association Documents Deadline 14 days after MEC 133 9 §7.4 Association Documents Objection Deadline 90 days after MEC 134 135 Seller's Property Disclosure 136 10 §10.1 Seller's Property Disclosure Deadline 14 days after MEC 137 138 Loan and Credit 139 11 §5.1 Loan Application Deadline n/a 140 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 2 of 19 141 12 §5.2 Loan Objection Deadline n/a 142 — — . .._ ___ 143 13 §5.3 Buyer's Credit Information Deadline _ n/a 144 Disapproval of Buyer's Credit Information ■ 145 14 §5.3 n/a Deadline 146 147 15 §5.4 Existing Loan Documents Deadline n/a 148 16 §5.4 Existing Loan Documents Objection Deadline n/a 149 150 17 §5.4 Loan Transfer Approval Deadline n/a 151 18 §4.7 Seller or Private Financing Deadline n/a 152 153 Appraisal 154 19 §6.2 Appraisal Deadline 60 days after MEC 155 156 20 §6.2 Appraisal Objection Deadline 75 days after MEC 157 21 §6.2 Appraisal Resolution Deadline 90 da s after MEC 158 159 Survey 160 22 §9.1 New ILC or New Survey Deadline 60 da s after MEC 161 162 23 §9.3 New ILC or New Survey Objection Deadline 90 days after MEC 163 24 §9.4 New ILC or New Survey Resolution Deadline 100 days after MEC 164 165 Inspection and Due Diligence 166 25 §10.3 Inspection Objection Deadline 90 da s after MEC 167 168 26 §10.3 Inspection Resolution Deadline 100 da s after MEC 169 27 §10.5 Property Insurance Objection Deadline 90 da s after MEC 170 - 171 28 §10.6 Due Diligence Documents Delivery Deadline 14 da s after MEC 172 29 §10.6 Due Diligence Documents Objection Deadline 90 da s after MEC 173 174 30 §10.6 Due Diligence Documents Resolution Deadline 100 days after MEC 175 31 §10.6 Environmental Inspection Objection Deadline 90 days after MEC 176 177 32 §10.6 ADA Evaluation Objection Deadline deleted 178 33 §10.7 Conditional Sale Deadline n/a 179 18800 34 §11.1 Tenant Estoppel Statements Deadline 60 days after MEC . 181 35 §11.2 Tenant Estoppel Statements Objection Deadline 90 days after MEC 182 183 Closing and Possession - - 184 36 §12.3 Closing Date 120 days after MEC 185 166 37 §17 Possession Date 120 da s after MEC 187 38 §17 Possession Time at closing 188 39 §28 Acceptance Deadline Date 7/15/2016 Frida 189 190 5:00 p.m.Mountain■ 191 40 §28 Acceptance Deadline Time Time 192 193 41 BOCC Ordinance Approval 60 days after MEC 194 42 195 196 197 198 3.1. Applicability of Terms.Any box checked in this Contract means the corresponding provision 199 applies.Any box, blank or line in this Contract left blank or completed with the abbreviation°N/A",or the word 200 201 "Deleted"means such provision,including any deadline,is not applicable and the corresponding provision of 202 this Contract to which reference is made is deleted.If no box is checked in a provision that contains a selection 203 204 of"None",such provision means that"Noneapplies. 205 206 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have 207 signed this Contract. 208 209 210 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 3 of 19 211 4. PURCHASE PRICE AND TERMS. 212 4.1.Price and Terms.The Purchase Price set forth below is payable in U.S.Dollars by Buyer as 213 214 follows: 215 217 Item No. Reference _Item A Amount Amount 218 1 § 4.1 Purchase Price $3,300,000.00 _ 219 2 § 4.3 Earnest Money $100,000.00 220 — 221 3 § 4.5 New Loan $0.00_ 222 223 4 § 4.6 Assumption Balance $0.00 224 5 § 4.7 Private Financing $0.00 225 226 6 § 4.7 Seller Financing $0.00 227 7 228 229 8 230 9 § 4.4 Cash at Closing $3,200,000.00 231 232 10 TOTAL $3,300,000.00 $3,300,000.00 233 234 4.2. Seller Concession.At Closing,Seller will credit to Buyer$n/a(Seller Concession).The 235 236 Seller Concession may be used for any Buyer fee,cost,charge or expenditure to the extent the amount Is 237 allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure, at Closing. 238 Examples of allowable Items to be paid for by the Seller Concession include,but are not limited to:Buyer's 239 240 closing costs, loan discount points,loan origination fees,prepaid items and any other fee,cost,charge, 241 expense or expenditure.Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 242 elsewhere in this Contract. 244 4.3. Earnest Money.The Earnest Moneyset forth in this section,in the form of a check or 244 245 wire transfer to tit!,will be payable to and held by Pitkin County Title,Inc.(Earnest Money Holder),in its 246 trust account,on behalf of both Seller and Buyer.The Earnest Money deposit must be tendered,by Buyer,with 247 248 this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for Its payment. 249 The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing(Closing 250 Company), If any,at or before Closing. In the event Earnest Money Holder has agreed to have interest on 252 Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to 253 Colorado residents,Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money 254 deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 255 256 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 257 Money, if other than at the time of tender of this Contract,is as set forth as the Alternative Earnest Money 258 Deadline. 259 4.3.2. Return of Earnest Money.If Buyer has a Right to Terminate and timely 260 261 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is 262 terminated as set forth In§25 and,except as provided in§24, if the Earnest Money has not already been 263 returned following receipt of a Notice to Terminate,Seller agrees to execute and return to Buyer or Broker 265 265 workingwith Buyer,written mutual instructions(e.g.,Earnest Money Release form),within three days of 266 Seller's receipt of such form. 267 4.4. Form of Funds;Time of Payment;Available Funds. 269 269 4.4.1. Good Funds.All amounts payable by the parties at Closing,including any loan 270 proceeds,Cash at Closing and closing costs,must be in funds that comply with all applicable Colorado laws, 271 including electronic transfer funds,certified check,savings and loan teller's check and cashier's check(Good 272 Funds). 273 274 4.4.2. Time of Payment;Available Funds.All funds,including the Purchase Price to be 275 paid by Buyer,must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 276 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer 277 278 represents that Buyer, as of the date of this Contract,0 Does 0 Does Not have funds that are immediately 279 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 280 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 4 of 19 281 4.5. New Loan.(Omitted as inapplicable) 282 283 284 4.6. Assumption. (Omitted as inapplicable) 285 286 4.7. Seller or Private Financing. (Omitted as inapplicable) 287 288 289 TRANSACTION PROVISIONS 290 291 292 5. FINANCING CONDITIONS AND OBLIGATIONS.(Omitted as inapplicable) 293 294 295 5.3. Credit Information and Buyer's New Senior Loan.(Omitted as Inapplicable) 296 2978 5.4. Existing Loan Review.(Omitted as Inapplicable) 2 298 299 300 6. APPRAISAL PROVISIONS. 301 6.1.Appraisal Definition.An"Appraisal"is an opinion of value prepared by a licensed or certified 302 303 appraiser,engaged on behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised 304 Value).The Appraisal may also set forth certain lender requirements,replacements,removals or repairs 305 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 306 307 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective 308 loan type set forth in§4.5.3,or If a cash transaction(i.e.no financing), §6.2.1 applies. 309 6.2.1. Conventional/Other.Buyer has the right to obtain an Appraisal. If the Appraised Value 310 is less than the Purchase Price,or if the Appraisal Is not received by Buyer on or before Appraisal Deadline 311 312 Buyer may,on or before Appraisal Objection Deadline, notwithstanding§8.3 or§ 13: 313 6.2.1.1.Notice to Terminate.Notify Seller in writing that this Contract is terminated;or 314 6.2.1.2.Appraisal Objection.Deliver to Seller a written objection accompanied by 15 316 either a copy of the Appraisal or written notice from lender that confirms the Appraisal Value Is less than the 317 Purchase Price. 318 6.2.1.3.Appraisal Resolution.If an Appraisal Objection is received by Seller,on or 319 320 before Appraisal Objection Deadline,and if Buyer and Seller have not agreed in writing to a settlement 321 thereof on or before Appraisal Resolution Deadline(§3),this Contract will terminate on the Appraisal 322 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such 323 24 termination,i.e.,on or before expiration of Appraisal Resolution Deadline. 324 325 6.3. Lender Property Requirements.If the lender imposes any requirements,replacements, 326 removals or repairs,including any specified in the Appraisal(Lender Requirements)to be made to the Property 327 (e.g., roof repair, repainting),beyond those matters already agreed to by Seller in this Contract,Seller has the 3Z8 329 Right to Terminate under§25.1,(notwithstanding§10 of this Contract),on or before three days following 330 Seller's receipt of the Lender Requirements,in Seller's sole subjective discretion.Seller's Right to Terminate in 331 this§6.3 does not apply lf,on or before any termination by Seller pursuant to this§6.3: (1)the parties enter 332 333 into a written agreement regarding the Lender Requirements:or(2)the Lender Requirements have been 334 completed;or(3)the satisfaction of the Lender Requirements is waived in writing by Buyer. 335 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be 336 337 timely paid by ISIBuyer ❑Seller.The cost of the Appraisal may include any and all fees paid to the appraiser, 338 appraisal management company,lender's agent or all three. 339 3401 7• OWNERS'ASSOCIATION. This Section is applicable If the Property Is located within a 342 Common Interest Community and subject to such declaration. 343 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A 344 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 345 346 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 347 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 348 REGULATIONS OF THE ASSOCIATION.THE DECLARATION,BYLAWS,AND RULES AND 349 iso REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, CBS3.6.15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 5 of 19 351 INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES 352 NOT PAY THESE ASSESSMENTS,THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND 353 354 POSSIBLY SELL iT TO PAY THE DEBT.THE DECLARATION,BYLAWS,AND RULES AND REGULATIONS 355 OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY 356 WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION(OR A COMMITTEE OF THE 357 358 ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION.PURCHASERS OF PROPERTY WITHIN 359 THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF 360 MEMBERS OF THE ASSOCIATION.PURCHASERS SHOULD CAREFULLY READ THE DECLARATION 361 FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 362 363 7.2. Owners'Association Documents. Owners'Association Documents(Association 364 Documents)consist of the following: 365 7.2.1. All Owners'Association declarations,articles of incorporation,bylaws,articles of 366 367 organization,operating agreements,rules and regulations,party wall agreements; 368 7.2.2. Minutes of most recent annual owners' meeting; 369 7.2.3. Minutes of any directors'or managers'meetings during the six-month period 371 immediate) preceding the date of this Contract. if none of the precedingminutes exist,then the most recent 371 Y 372 minutes,If any(§§7.2.1,7.2.2 and 7.2.3,collectively,Governing Documents);and 373 7.2.4. The most recent financial documents which consist of:(1)annual and most recent 374 balance sheet,(2)annual and most recent income and expenditures statement, (3)annual budget, (4)reserve 375 376 study,and (5)notice of unpaid assessments,if any(collectively, Financial Documents). 377 7.3. Association Documents to Buyer. 378 7.3.1. Seller to Provide Association Documents.Seller is obligated to provide to Buyer the 379 380 Association Documents,at Seller's expense,on or before Association Documents Deadline.Seller 381 authorizes the Association to provide the Association Documents to Buyer,at Seller's expense.Seller's 382 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, 384 384 regardless of who provides such documents. 385 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 386 Buyer has the Right to Terminate under§25.1, on or before Association Documents Objection Deadline, 387 based on any unsatisfactory provision in any of the Association Documents,in Buyer's sole subjective 388 389 discretion.Should Buyer receive the Association Documents after Association Documents Deadline,Buyer, 390 at Buyer's option,has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller on 391 or before ten days after Buyer's receipt of the Association Documents.If Buyer does not receive the 392 393 Association Documents,or if Buyer's Notice to Terminate would otherwise be required to be received by Seller 394 after Closing Date,Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does 395 not receive Buyer's Notice to Terminate within such time,Buyer accepts the provisions of the Association 396 397 Documents as satisfactory,and Buyer waives any Right to Terminate under this provision,notwithstanding the 398 provisions of§8.6(Right of First Refusal or Contract Approval). 399 aoo S. TiTLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 401 402 8.1. Evidence of Record Title. 403 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked,Seller will select the 404 title insurance company to furnish the owner's title insurance policy at Seller's expense.On or before Record 405 406 Title Deadline,Seller must furnish to Buyer,a current commitment for an owner's title insurance policy(Title 407 Commitment),in an amount equal to the Purchase Price,or if this box is checked, ❑an Abstract of Title 408 certified to a current date.Seller will cause the title insurance policy to be issued and delivered to Buyer as 400 soon aspracticable at or after Closing. 411 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked,Buyer will select the 412 title Insurance company to furnish the owner's title insurance policy at Buyer's expense.On or before Record 413 Title Deadline,Buyer must furnish to Seller,a current commitment for owner's title insurance policy(Title 414 415 Commitment), In an amount equal to the Purchase Price. 416 If neither box in§8.1.1 or§8.1.2 is checked, §8.1.1 applies. 417 8.1,3. Owner's Extended Coverage(OEC). The Title Commitment®Will ❑Will Not 418 419 contain Owner's Extended Coverage(OEC).If the Title Commitment Is to contain OEC,it will commit to delete 420 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 6 of 19 421 or insure over the standard exceptions which relate to: (1)parties In possession, (2)unrecorded easements, 422 (3)survey matters,(4)unrecorded mechanics'liens,(5)gap period(period between the effective date and time 423 424 of commitment to the date and time the deed is recorded),and(6)unpaid taxes,assessments and 425 unredeemed tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid 426 by❑Buyer ®Seller❑One-Half by Buyer and One-Half by Seller❑Other. 427 428 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or 429 delete or Insure over any or all of the standard exceptions for OEC.The Title Insurance Company may require 430 a New Survey or New ILC,defined below,among other requirements for OEC.If the Title Insurance 432 432 Commitment is not satisfactory to Buyer,Buyer has a right to object under§8.4(Right to Object to Title, 433 Resolution). 434 8.1.4. Title Documents.Title Documents consist of the following:(1)copies of any plats, 43' declarations,covenants,conditions and restrictions burdeninge 436 the Prop rty,and(2)copies of any other 437 documents(or, if illegible,summaries of such documents)listed in the schedule of exceptions(Exceptions)in 438 the Title Commitment furnished to Buyer(collectively,Title Documents). 439 8.1.5. Copies of Title Documents.Buyer must receive,on or before Record Title Deadline, 440 441 copies of all Title Documents.This requirement pertains only to documents as shown of record in the office of 442 the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the 443 documents required in this Section will be at the expense of the party or parties obligated to pay for the 444 445 owner's title insurance policy. 446 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer copies of any abstracts of title 447 covering all or any portion of the Property(Abstract of Title)In Seller's possession on or before Record Title 448 Deadline. 449 450 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 451 Commitment and any of the Title Documents as set forth in§8.4(Right to Object to Title, Resolution)on or 452 before Record Title Objection Deadline.Buyer's objection may be based on any unsatisfactory form or 453 454 content of Title Commitment or Abstract of Title,notwithstanding§13,or any other unsatisfactory title 455 condition,in Buyer's sole subjective discretion. If the Abstract of Title,Title Commitment or Title Documents are 456 not received by Buyer on or before the Record Title Deadline,or if there is an endorsement to the Title 457 458 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title 459 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 460 documents by Buyer to review and object to:(1)any required Title Document not timely received by Buyer, (2) 461 any change to the Abstract of Title,Title Commitment or Title Documents,or(3)any endorsement to the Title 462 463 Commitment.If Seller receives Buyer's Notice to Terminate or Notice of Title Objection,pursuant to this§8.2 464 (Record Title),any title objection by Buyer is governed by the provisions set forth in§8.4(Right to Object to 465 Title,Resolution). If Seller has fulfilled all Seller's obligations,if any,to deliver to Buyer all documents required 466 467 by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title 468 Objection by the applicable deadline specified above,Buyer accepts the condition of title as disclosed by the 4469 70 Abstract of Title,Title Commitment and Title Documents as satisfactory. 471 8.3. Off-Record Title.Seller must deliver to Buyer,on or before Off-Record Title Deadline,true 472 copies of all existing surveys In Seller's possession pertaining to the Property and must disclose to Buyer all 473 easements,liens(including,without limitation,governmental improvements approved,but not yet installed)or 474 other title matters(including,without limitation,rights of first refusal and options)not shown by public records, 475 476 of which Seller has actual knowledge(Off-Record Matters).Buyer has the right to inspect the Property to 477 investigate if any third party has any right in the Property not shown by public records(e.g.,unrecorded 478 easement,boundary line discrepancy or water rights).Buyer's Notice to Terminate or Notice of Title Objection 479 480 of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§ 481 8.2 and§ 13),in Buyer's sole subjective discretion,must be received by Seller on or before Off-Record Title 482 Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline,Buyer 484 484 has until the earlier of Closing or ten days alter receipt by Buyer to review and object to such Off-Record 485 Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§8.3 486 (Off-Record Title),any title objection by Buyer and this Contract are governed by the provisions set forth in§ 487 8.4(Right to Object to Title,Resolution).if Seller does not receive Buyer's Notice to Terminate or Notice of Title 488 489 Objection by the applicable deadline specified above,Buyer accepts title subject to such rights,if any,of third 490 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 7 of 19 amu. 491 parties of which Buyer has actual knowledge. 492 8.4. Right to Object to Title,Resolution.Buyer's right to object to any title matters Includes,but is 493 not limited to those matters set forth in 8.2(Record Title),8.3 Title)and 13(Transfer of Title),in 494 §§ (Off-Record . 495 Buyer's sole subjective discretion. If Buyer objects to any title matter,on or before the applicable deadline, 496 Buyer has the following options: 498 objecting to written notice ob Seller If ti 8.4.1. Title Objection, Resoluon. receives 498 Buyer'sjany 499 title matter(Notice of Title Objection)on or before the applicable deadline,and if Buyer and Seller have not 500 agreed to a written settlement thereof on or before Title Resolution Deadline,this Contract will terminate on 501 the expiration of Title Resolution Deadline,unless Seller receives Buyer's written withdrawal of Buyer's 502 503 Notice of Title Objection(i.e.,Buyer's written notice to waive objection to such Items and waives the Right to 504 Terminate for that reason),on or before expiration of Title Resolution Deadline. If either the Record Title 505 Deadline or the Off-Record Title Deadline,or both, are extended to the earlier of Closing or ten days after 506 507 receipt of the applicable documents by Buyer,pursuant to§8.2(Record Title)or§8.3(Off-Record Title),the 508 Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after 509 Buyer's receipt of the applicable documents;or 51 5111 8.4.2. Title Objection, Right to Terminate.Buyer may exercise the Right to Terminate under 512 §25.1,on or before the applicable deadline, based on any unsatisfactory title matter,In Buyer's sole subjective 513 discretion. 514 8.5. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 515 516 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 517 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS.PROPERTY OWNERS IN SUCH DISTRICTS 518 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF 519 520 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 521 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES.BUYERS 522 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHiCH THE PROPERTY IS LOCATED BY 523 524 CONTACTING THE COUNTY TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE 525 PROPERTY,AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 526 COMMISSIONERS,THE COUNTY CLERK AND RECORDER,OR THE COUNTY ASSESSOR. 527 Buyer has the Right to Terminate under§25.1,on or before Off-Record Title Objection Deadline,based 528 529 on any unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole 530 subjective discretion. 531 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property 532 533 or a right to approve this Contract,Seller must promptly submit this Contract according to the terms and 534 conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to 535 approve disapproves this Contract,this Contract will terminate.if the right of first refusal is waived explicitly or 536 expires, or the Contract is approved,this Contract will remain In full force and effect.Seller must promptly 537 P PP P P Y 538 notify Buyer in writing of the foregoing.If expiration or waiver of the right of first refusal or approval of this 539 Contract has not occurred on or before Right of First Refusal Deadline,this Contract will then terminate. 540 8.7. Title Advisory.The Title Documents affect the title,ownership and use of the Property and 541 542 should be reviewed carefully.Additionally,other matters not reflected in the Title Documents may affect the 543 title,ownership and use of the Property,Including,without limitation,boundary lines and encroachments, 544 set-back requirements,area,zoning,building code violations,unrecorded easements and claims of 545 546 easements, leases and other unrecorded agreements,water on or under the Property,and various laws and 547 governmental regulations concerning land use,development and environmental matters. 548 8.7.1. OIL, GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 549 550 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE,AND 551 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 552 MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL,GAS, 553 OTHER MINERALS,GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 554 555 PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 556 PROPERTY TO ACCESS THE MINERAL ESTATE,OIL, GAS OR WATER. 557 8.7.2. SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE 558 559 PROPERTY TO ACCESS THE OIL,GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 560 CBS3.6-15. CONTRACT TO BUY AND SF1.i REAL ESTATE- Commercial Page 8 of 19 561 AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WiTH THE 562 COUNTY CLERK AND RECORDER. 564 564 8.7.3. OIL AND GAS ACTIVITY.OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 565 ADJACENT TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING, 566 56WELL COMPLETION OPERATIONS,STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES, 568 PRODUCING WELLS, REWORKING OF CURRENT WELLS,AND GAS GATHERING AND PROCESSING 569 FACILITIES. 570 8.7.4. ADDITIONAL INFORMATION.BUYER IS ENCOURAGED TO SEEK ADDITIONAL 571 INFORMATION REGARDING OiL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 572 573 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE 574 COLORADO OIL AND GAS CONSERVATION COMMISSION. 575 8.7.5. Title Insurance Exclusions.Matters set forth in this Section,and others, may be 576 577 excepted, excluded from,or not covered by the owner's title Insurance policy. 578 8.8. Consult an Attorney.Buyer is advised to timely consult legal counsel with respect to all such 579 matters as there are strict time limits provided in this Contract(e.g.,Record Title Objection Deadline and 581 Off-Record Title Objection Deadline). j 582 583 9. NEW ILC,NEW SURVEY. 5e4 9.1. New ILC or New Survey.if the box is checked,a❑New Improvement Location Certificate 585 586 (New ILC)®New Survey in the form of improvement Survey Plat is required and the following will apply: 587 9.1.1.Ordering of New ILC or New Survey.EISeller ❑Buyer will order the New ILC or New 588 Survey.The New ILC or New Survey may also be a previous ILC or survey that Is In the above-required form, 589 590 certified and updated as of a date after the date of this Contract. 591 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be 592 paid, on or before Closing, by:®Seller ❑Buyer or: 593 594 9.1.3. Delivery of New ILC or New Survey.Buyer,Seller,the Issuer of the Title Commitment(or 595 the provider of the opinion of title if an Abstract of Title),and John Ely, County Attorney will receive a New 596 ILC or New Survey on or before New ILC or New Survey Deadline. 597 598 9.1.4.Certification of New ILC or New Survey.The New ILC or New Survey will be certified by 599 the surveyor to all those who are to receive the New ILC or New Survey. 600 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 601 602 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 603 change to the New ILC or New Survey Objection Deadline.Buyer may,In Buyer's sole subjective discretion, 604 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 606 9.3. New ILC or New Survey Objection. object to the New ILC or Buyer has the right to review and 606 607 New Survey.If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer,in 608 Buyer's sole subjective discretion,Buyer may,on or before New ILC or New Survey Objection Deadline, 609 notwithstanding§8.3 or§ 13: 610 611 9.3.1.Notice to Terminate.Notify Seller in writing that this Contract is terminated;or 612 9.3.2.New ILC or New Survey Objection.Deliver to Seller a written description of any matter that 613 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires 614 615 Seller to correct. 616 9.3.3. New ILC or New Survey Resolution.If a New ILC or New Survey Objection is received 617 by Seller, on or before New ILC or New Survey Objection Deadline,and If Buyer and Seller have not agreed 619 in writingto a settlement thereof on or before New ILC or New SurveyResolution Deadline,this Contract will 619 62o terminate on expiration of the New iLC or New Survey Resolution Deadline,unless Seller receives Buyer's 621 written withdrawal of the New ILC or New Survey Objection before such termination,i.e.,on or before 622 expiration of New ILC or New Survey Resolution Deadline. 623 624 625 DISCLOSURE, INSPECTION AND DUE DILIGENCE 626 627 628 629 630 CBS3-6-15. CONTRACT TO BUY AM)SELL REAL ESTATE- Commercial Page 9 of 19 631 10. PROPERTY DISCLOSURE,INSPECTION, INDEMNITY,INSURABILITY AND DUE DILIGENCE. 632 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline ,Seller 633 634 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 635 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge,current as of the date of 636 this Contract. 637 638 10.2. Disclosure of Latent Defects; Present Condition.Seller must disclose to Buyer any latent 639 defects actually known by Seller.Seller agrees that disclosure of latent defects will be in writing.Except as 640 otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property to Buyer in an 641 "As Is"condition,"Where Is"and"With All Faults." 642 643 10.3. Inspection. Unless otherwise provided in this Contract,Buyer, acting in good faith,has the right 644 to have Inspections(by one or more third parties, personally or both)of the Property and Inclusions 645 (Inspection),at Buyer's expense.1f(1)the physical condition of the Property,including,but not limited to,the 646 647 roof,walls, structural integrity of the Property,the electrical,plumbing,HVAC and other mechanical systems of 648 the Property,(2)the physical condition of the Inclusions, (3)service to the Property(including utilities and 649 communication services),systems and components of the Property(e.g.,heating and plumbing),(4)any 650 or existingtransportation project,road,street or highway,or(5)anyother activity,odor or noise 651 proposed P P j 9 Y. 652 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is 653 unsatisfactory,in Buyer's sole subjective discretion,Buyer may,on or before Inspection Objection Deadline: 654 10.3.1. Notice to Terminate.Notify Seller in writing that this Contract is terminated;or 655 656 10.3.2. Inspection Objection.Deliver to Seller a written description of any unsatisfactory 657 physical condition that Buyer requires Seller to correct. 658 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller,on or before 659 660 inspection Objection Deadline,and if Buyer and Seller have not agreed in writing to a settlement thereof on 661 or before Inspection Resolution Deadline,this Contract will terminate on Inspection Resolution Deadline 662 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination,i.e.,on or 664 664 before expirationp of inspection Resolution Deadline. 665 10.4. Damage,Liens and Indemnity. Buyer,except as otherwise provided in this Contract or other 666 written agreement between the parties,is responsible for payment for all inspections,tests, surveys, 667 engineering reports,or other reports performed at Buyer's request(Work)and must pay for any damage that 668 669 occurs to the Property and Inclusions as a result of such Work.Buyer must not permit claims or liens of any 670 kind against the Property for Work performed on the Property.Buyer agrees to indemnify,protect and hold 671 Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any 672 673 such Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by 674 Seller to defend against any such liability,damage,cost or expense,or to enforce this section, Including 675 Seller's reasonable attorney fees,legal fees and expenses.The provisions of this section survive the 677 termination of this Contract.This 10.4 does not { to Itemsperformedpursuant to an inspection 677 § apply P 678 Resolution. 679 10.5. Insurability.Buyer has the right to review and object to the availability,terms and conditions of 680 and premium for property insurance(Property Insurance).Buyer has the Right to Terminate under§25.1,on or 681 682 before Property Insurance Objection Deadline,based on any unsatisfactory provision of the Property 683 Insurance,in Buyer's sole subjective discretion. 684 10.6. Due Diligence. 685 686 10.6.1. Due Diligence Documents. If the respective box is checked,Seller agrees to deliver 687 copies of the following documents and information pertaining to the Property(Due Diligence Documents)to 688 Buyer on or before Due Diligence Documents Delivery Deadline: 689 690 10.6.1.1. All contracts relating to the operation, maintenance and management of the 691 Property; 692 ® 10.6.1.2. Property tax bills for the last na years; 693 694 ® 10.6.1.3. As-built construction plans to the Property and the tenant improvements, 695 including architectural,electrical,mechanical,and structural systems,engineering reports,and permanent 696 Certificates of Occupancy,to the extent now available; 697 ® 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 698 699 ® 10.6.1.5. Operating statements for the past 2 years; 700 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 10 of 19 701 ® 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 702 ® 10.6.1.7. All current leases,including any amendments or other occupancy 703 704 agreements,pertaining to the Property.Those leases or other occupancy agreements pertaining to the 705 Property that survive Closing are as follows(Leases): to be provided by Seller 706 ® 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete 707 708 but has not yet been completed and capital improvement work either scheduled or in process on the date of 709 this Contract; 710 ® 10.6.1.9. All Insurance policies pertaining to the Property and copies of any claims 712 which have been made for the past 2 years; 713 ® 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the 714 Property(if not delivered earlier under§8.3); 716 10.6.1.11. Anyand all existingdocumentation and reports regarding Phase I and II 716 P 9 9 717 environmental reports, letters,test results, advisories,and similar documents respective to the existence or 718 nonexistence of asbestos, PCB transformers,or other toxic,hazardous or contaminated substances,and/or 719 underground storage tanks and/or radon gas.If no reports are in Seller's possession or known to Seller, Seller 720 721 warrants that no such reports are in Seller's possession or known to Seller; 722 ® 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning 723 the compliance of the Property with said Act; 724 725 ® 10.6.1.13. All permits, licenses and other building or use authorizations issued by any 726 governmental authority with jurisdiction over the Property and written notice of any violation of any such 727 permits,licenses or use authorizations,if any;and 729 ® 729 10.6.1.14. Other documents and information: 730 See Addendum A,Due Diligence Documents 731 732 733 10.6.2. Due Diligence Documents Review and Objection.Buyer has the right to review and 734 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 735 unsatisfactory in Buyer's sole subjective discretion,Buyer may, on or before Due Diligence Documents 736 Objection Deadline: 737 738 10.6.2.1. Notice to Terminate.Notify Seller in writing that this Contract is terminated; 739 or 740 10.6.2.2. Due Diligence Documents Objection.Deliver to Sellera written description 741 742 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 743 10.6.2.3. Due Diligence Documents Resolution.If a Due Diligence Documents 744 Objection is received by Seller,on or before Due Diligence Documents Objection Deadline,and if Buyer and 746 746 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 747 Deadline,this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 748 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination,i.e.,on 749 or before expiration of Due Diligence Documents Resolution Deadline. 750 751 10.6.3. Zoning.Buyer has the Right to Terminate under§25.1,on or before Due Diligence 752 Documents Objection Deadline,based on any unsatisfactory zoning and any use restrictions imposed by any 753 governmental agency with jurisdiction over the Property,in Buyer's sole subjective discretion. 754 755 10.6.4. Due Diligence—Environmental,ADA.Buyer has the right to obtain environmental 756 inspections of the Property Including Phase I and Phase II Environmental Site Assessments, as applicable. ❑ 757 Seller®Buyer will order or provide Phase I Environmental Site Assessment, Phase II Environmental Site 759 759 Assessment(compliant with most current version of the applicable ASTM E1527 standard practices for 760 Environmental Site Assessments)and/or,at the expense of❑Seller®Buyer (Environmental Inspection). In 761 addition,Buyer,at Buyer's expense,may also conduct an evaluation whether the Property complies with the 763 763 Americans with Disabilities Act(ADA Evaluation). P All such inspections and evaluations must be conducted at 764 such times as are mutually agreeable to minimize the Interruption of Seller's and any Seller's tenants'business 765 uses of the Property, if any. 766 If Buyer's Phase I Environmental Site Assessment recommends a Phase ii Environmental Site 767 768 Assessment,the Environmental Inspection Objection Deadline will be extended by 30 days(Extended 769 Environmental Inspection Objection Deadline)and if such Extended Environmental Inspection Objection 770 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 11 of 19 771 Deadline extends beyond the Closing Date,the Closing Date will be extended a like period of time.In such 772 event, DSeller®Buyer must pay the cost for such Phase II Environmental Site Assessment. 773 774 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property In this§ 775 10.6.5, Buyer has the Right to Terminate under§25.1,on or before Environmental Inspection Objection 776 Deadline,or if applicable,the Extended Environmental inspection Objection Deadline,based on any 778 778 unsatisfactoryresults of Environmental Inspection,in Buyer's sole subjective discretion. 779 Buyer has the Right to Terminate under§25.1,on or before ADA Evaluation Objection Deadline, 780 based on any unsatisfactory ADA Evaluation,In Buyer's sole subjective discretion. 781 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of 782 783 that certain property owned by Buyer and commonly known as n/a.Buyer has the Right to Terminate under§ 784 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 785 such property is not sold and closed by such deadline.This§ 10.7 is for the sole benefit of Buyer. If Seller 786 787 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline,Buyer waives any Right 788 to Terminate under this provision. 789 10.8. Existing Leases; Modification of Existing Leases; New Leases.Seller states that none 790 791 of the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions 792 or rent abatements except as disclosed in the Lease or other writing received by Buyer.Seller will not amend, 793 alter,modify,extend or cancel any of the Leases nor will Seller enter into any new leases affecting the Property 794 without theprior written consent of Buyer,which consent will not be unreasonablywithheld or delayed. 795 Y Y 796 797 11. TENANT ESTOPPEL STATEMENTS. 798 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any 799 800 Estoppel Statements. Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements 801 Deadline,statements in a form and substance reasonably acceptable to Buyer,from each occupant or tenant 802 at the Property(Estoppel Statement)attached to a copy of the Lease stating: 803 804 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 805 11.1.2. That said Lease is In full force and effect and that there have been no subsequent 806 modifications or amendments; 808 808 11.1.3. The amount of any advance rentals paid, rent concessions given,and deposits paid to 809 Seller; 810 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 811 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 812 813 11.1.6. That the Lease to which the Estoppel is attached is a true,correct and complete copy 814 of the Lease demising the premises it describes. 815 11.2. Tenant Estoppel Statements Objection.Buyer has the Right to Terminate under§25.1,on 816 817 or before Tenant Estoppel Statements Objection Deadline,based on any unsatisfactory Estoppel 818 Statement,In Buyer's sole subjective discretion,or if Seller falls to deliver the Estoppel Statements on or 819 before Tenant Estoppel Statements Deadline.Buyer also has the unilateral right to waive any unsatisfactory 821 PP 821 Estoppel Statement. 822 823 CLOSING PROVISIONS 824 825 826 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 827 12.1.Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing 828 829 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 830 Seller and their designees, If Buyer is obtaining a new loan to purchase the Property,Buyer acknowledges 831 Buyer's lender Is required to provide the Closing Company,in a timely manner,all required loan documents 833 and financial information concerning Buyer's er's new loan.Buyer and Seller will furnish any y additional information 834 and documents required by Closing Company that will be necessary to complete this transaction.Buyer and 835 Seller will sign and complete all customary or reasonably required documents at or before Closing. 836 12.2.Closing Instructions.Colorado Real Estate Commission's Closing Instructions DAre ®Are 837 838 Not executed with this Contract. 839 840 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 12 of 19 841 12.3.Closing.Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the 842 date specified as the Closing Date or by mutual agreement at an earlier date.The hour and place of Closing 844 will be as designated byPitkin CountyTitle, Inc.. 844 9 845 12.4.Disclosure of Settlement Costs.Buyer and Seller acknowledge that costs,quality,and extent 846 of service vary between different settlement service providers(e.g.,attorneys,lenders,inspectors and title 847 848 companies). 849 850 13. TRANSFER OF TiTLE.Subject to tender of payment at Closing as required herein and compliance by 852 852 Buyer with the other terms and provisions hereof,Seller must execute and deliver a good and sufficient 853 special warranty deed to Buyer, at Closing,conveying the Property free and clear of all taxes except the 854 general taxes for the year of Closing.Except as provided herein,title will be conveyed free and clear of ail 856 856 liens,Including any governmental liens for special improvements installed as of the date of Buyer's signature 857 hereon,whether assessed or not.Title will be conveyed subject to: 858 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the 859 Title Documents accepted by Buyer in accordance with Record Title, 860 861 13.2. Distribution utility easements(including cable TV), 862 13.3. Those specifically described rights of third parties not shown by the public records of which 863 Buyer has actual knowledge and which were accepted by Buyer In accordance with Off-Record Title and New 864 865 ILC or New Survey, 866 13.4. Inclusion of the Property within any special taxing district,and 867 13.5. Any special assessment If the Improvements were not installed as of the date of Buyer's 869 869 signature hereon,whether assessed prior to or after Closing,and 870 13.6. Other no other. 871 873 873 14. PAYMENT OF ENCUMBRANCES.Any encumbrance required to be paid will be paid at or before 874 Closing from the proceeds of this transaction or from any other source. 875 876 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 877 878 15.1. Closing Costs. Buyer and Seller must pay,In Good Funds,their respective closing costs 879 and all other items required to be paid at Closing,except as otherwise provided herein. 880 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing 881 882 b ❑Buyer 0 Seller 883 El One-Half by Buyer and One-Half by Seller 884 ❑Other. 886 15.3. Status Letter and Record Change Fees. Any fees Incident to the Issuance of 887 Association's 888 statement of assessments (Status Letter)must be paid by done ❑Buyer ❑Seller DOne-Half by 880 Buyer and One-Half bySeller. Any record change fee assessed bythe Association including,but not limited 890 Y 9 891 to,ownership record transfer fees regardless of name or title of such fee(Association's Record Change Fee) 892 must be paid by❑None 0 Buyer ®Seller 0 One-Half by Buyer and One-Half by Seller. 893 894 15.4. Local Transfer Tax. 0 The Local Transfer Tax of %of the Purchase Price must be paid 895 at Closing by®None ❑Buyer 0 Seller ❑One-Half by Buyer and One-Half by Seller. 896 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 897 payable at Closing,such as community association fees,developer fees and foundation fees,must be paid at 898 899 Closing by❑None❑Buyer®Seller DOne-Half by Buyer and One-Half by Seller.The Private Transfer 900 fee,whether one or more, is for the following association(s):in the total amount of%of the Purchase Price or 901 902 903 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees, as of the date of 904 this Contract,do not exceed$ n/a for: 905 0 Water Stock/Certificates b Water District 906 907 0 Augmentation Membership 0 Small Domestic Water Company❑and must be paid at Closing by 0 908 None 0 Buyer ❑Seller 0 One-Half by Buyer and One-Half by Seller 909 slo 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction CBS3-6.15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 13 of 19 911 must be paid when due by IS None 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller. 912 913 91416. PRORATIONS.The following will be prorated to the Closing Date,except as otherwise provided: 915 16.1. Taxes.Personal property taxes,if any,s ecial taxing district assessments, if any, and 916 general real estate taxes for the year of Closing,based on Da Taxes for the Calendar Year Immediately 917 918 Preceding Closing ❑Most Recent Mill Levy and Most Recent Assessed Valuation,adjusted by any gig applicable qualifying seniors property tax exemption,qualifying disabled veteran exemption or D Other. 920 16.2. Rents.Rents based on 0 Rents Actually Received ®Accrued.At Closing,Seller will 92 9222 transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful 923 deductions,and notify all tenants in writing of such transfer and of the transferee's name and address.Seller 924 must assign to Buyer all Leases In effect at Closing and Buyer must assume Seller's obligations under such 925 Leases. 926 927 16.3. Association Assessments.Current regular Association assessments and dues 928 (Association Assessments)paid in advance will be credited to Seller at Closing. Cash reserves held out of the 929 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 930 931 except as may be otherwise provided by the Governing Documents.Buyer acknowledges that Buyer may be 932 obligated to pay the Association,at Closing,an amount for reserves or working capital.Any special 933 assessment assessed prior to Closing Date by the Association will be the obligation of❑Buyer ®Seller. 934 Except however,anyspecial assessment bythe Association for improvements that have been Installed as of 935 p p p 936 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. 937 Seller represents that the Association Assessments are currently payable at approximately$ 1000 per 939 year and that there are no unpaid regular or special assessments against the Property except the current 940 regular assessments and no other.Such assessments are subject to change as provided In the Governing 941 Documents.Seller agrees to promptly request the Association to deliver to Buyer before Closing Date a 942 943 current Status Letter. 944 16.4. Other Prorations.Water and sewer charges,propane,interest on continuing loan,and no 945 other. 946 947 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 948 949 17. POSSESSION.Possession of the Property will be delivered to Buyer on Possession Date at 950 951 Possession Time, subject to the Leases as set forth in§10.6.1.7. 952 953 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and 955954 will be additionally liable to Buyer for payment of$ 1000.00 per day(or any part of a day notwithstanding§ 956 18.1)from Possession Date and Possession Time until possession Is delivered. 957 959 959 GENERAL PROVISIONS 960 961 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 962 963 18.1.Day.As used In this Contract,the term°day°means the entire day ending at 11:59 p.m., United 964 States Mountain Time(Standard or Daylight Savings as applicable). 965 18.2.Computation of Period of Days,Deadline.In computing a period of days,when the ending 966 date is not specified,the first day is excluded and the last day is included(e.g.,three days after MEC). If any 967 968 deadline falls on a Saturday,Sunday or federal or Colorado state holiday(Holiday),such deadline®Will ❑ 969 Will Not be extended to the next day that Is not a Saturday, Sunday or Holiday.Should neither box be 970 checked,the deadline will not be extended. 971 972 973 19. CAUSES OF LOSS,INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 974 AND WALK-THROUGH.Except as otherwise provided in this Contract,the Property, Inclusions or both will be 975 976 delivered in the condition existing as of the date of this Contract,ordinary wear and tear excepted. 977 19.1. Causes of Loss,Insurance.In the event the Property or Inclusions are damaged by fire,other 978 perils or causes of loss prior to Closing in an amount of not more than ten percent of the total Purchase Price 979 (Property Damage),and If the repair of the damage will be paid by insurance(other than the deductible to be 980 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 14 of 19 981 paid by Seller),then Seller,upon receipt of the insurance proceeds,will use Seller's reasonable efforts to 982 repair the Property before Closing Date.Buyer has the Right to Terminate under§25.1,on or before Closing 984 Date If the Property is not repaired before Closing Date or if the damage exceeds such sum.Should Buyer 985 elect to carry out this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all 986 insurance proceeds that were received by Seller(but not the Association,if any)resulting from damage to the 988 988 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy.This credit may 989 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 990 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or,at the 991 option of Buyer,(1)Seller must assign to Buyer the right to the proceeds at Closing,if acceptable to Seller's 992 993 insurance company and Buyer's lender;or(2)the parties may enter into a written agreement prepared by the 994 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller 995 has received and will receive due to such damage, not exceeding the total Purchase Price,plus the amount of 996 997 any deductible that applies to the insurance claim. 998 19.2. Damage, Inclusions and Services.Should any Inclusion or service(Including utilities and 999 communication services),system,component or fixture of the Property(collectively Service)(e.g.,heating or 1000 plumbing),P g),fall or be damaged between the date of this Contract and Closing or possession,whichever is 1002 earlier,then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 1003 age and quality,or an equivalent credit, but only to the extent that the maintenance or replacement of such looa Inclusion or Service is not the responsibility of the Association,if any, less any insurance proceeds received by 1005 1006 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service Is not repaired or 1007 replaced on or before Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§ 1008 25.1,on or before Closing Date,or,at the option of Buyer,Buyer Is entitled to a credit at Closing for the repair 1009 1010 or replacement of such Inclusion or Service.Such credit must not exceed the Purchase Price. If Buyer receives 1o11 such a credit,Seller's right for any claim against the Association,if any,will survive Closing.Seller and Buyer 1012 are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the 1013 or repair replacement of such Inclusions. 1014 P 1015 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1016 condemnation action may result in a taking of all or part of the Property or Inclusions,Seller must promptly 1017 notify Buyer,in writing,of such condemnation action.Buyer has the Right to Terminate under§25.1,on or 1018 1019 before Closing Date,based on such condemnation action,in Buyer's sole subjective discretion.Should Buyer 1020 elect to consummate this Contract despite such diminution of value to the Property and Inclusions,Buyer is 1021 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1022 1023 the Property or Inclusions but such credit will not Include relocation benefits or expenses,or exceed the 1024 Purchase Price. 1025 19.4. Walk-Through and Verification of Condition.Buyer,upon reasonable notice,has the right to 1026 1027 walk through the Property prior to Closing to verifythat the physical condition of the Property and Inclusions 1027 g P ►tYPY P ►tY 1028 complies with this Contract. 1029 1030 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL.By signing this Contract, Buyer and Seller 1031 1032 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1033 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1034 this Contract. 1035 1036 1037 21. TIME OF ESSENCE, DEFAULT AND REMEDIES.Time Is of the essence for all dates and deadlines 1038 in this Contract.This means that all dates and deadlines are strict and absolute. If any payment due,including 1039 Earnest Money,Is notpaid, honored or tendered when due,or If anyobligation Is notperformed timelyas 1040 g 1041 provided in this Contract or waived,the non-defaulting party has the following remedies: 1042 21.1. If Buyer is In Default: 1043 0 21.1.1. Specific Performance.Seller may elect to cancel this Contract and all Earnest 1044 1045 Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller. It Is agreed that the Earnest 1046 Money is not a penalty,and the Parties agree the amount is fair and reasonable.Seller may recover such 1047 additional damages as may be proper.Alternatively, Seller may elect to treat this Contract as being in full force 1048 1049 and effect and Seller has the right to specific performance or damages,or both. 1050 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 15 of 19 1051 21.1.2. Liquidated Damages,Applicable.Thls§21.1.2 applies unless the box in§21.1.1. 1052 Is checked.Seller may cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to 1053 1054 Seller,and retained by Seller. It Is agreed that the Earnest Money specified in§4.1 is LIQUIDATED 1o55 DAMAGES, and not a penalty,which amount the parties agree is fair and reasonable and(except as provided 1056 in§§10.4,22,23 and 24),said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to 1057 1058 perform the obligations of this Contract.Seller expressly waives the remedies of specific performance and 1059 additional damages. 1060 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,in which case all 1061 Earnest Money received hereunder will be returned and Buyer may recover such damages as may be proper. 1062 1063 Alternatively,Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to 1064 specific performance or damages,or both. 1065 1066 1067 22. LEGAL FEES, COST AND EXPENSES.Anything to the contrary herein notwithstanding,in the event 1068 of any arbitration or litigation relating to this Contract,prior to or after Closing Date,the arbitrator or court must 1069 award to the prevailing party all reasonable costs and expenses,including attorney fees, legal fees and 1070 1071 expenses. 1072 1073 23. MEDIATION. If a dispute arises relating to this Contract, (whether prior to or after Closing)and Is not 1074 resolved,the parties must first proceed,In good faith,to mediation.Mediation is a process in which the parties 1075 1076 meet with an impartial person who helps to resolve the dispute informally and confidentially.Mediators cannot 1077 impose binding decisions. Before any mediated settlement is binding,the parties to the dispute must agree to 1078 the settlement,In writing.The parties will Jointly appoint an acceptable mediator and will share equally in the 1079 1080 cost of such mediation.The obligation to mediate, unless otherwise agreed,will terminate If the entire dispute 1081 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1082 other at that party's last known address(physical or electronic as provided in§27).Nothing in this Section 1083 prohibits either partyfrom filinga lawsuit and recordinga lispendens affectingthe Property,before or after the 1084 P rtY loss date of written notice requesting mediation.This section will not alter any date in this Contract,unless 1086 otherwise agreed. 1087 1088 1089 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1090 release the Earnest Money following receipt of written mutual Instructions, signed by both Buyer and Seller. In 1091 the event of any controversy regarding the Earnest Money,Earnest Money Holder is not required to release the 1092 1093 Earnest Money.Earnest Money Holder,In Its sole subjective discretion,has several options: (1)wait for any 1094 proceeding between Buyer and Seller;(2)interplead all parties and deposit Earnest Money into a court of 1095 competent Jurisdiction, (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 1097 1097 legal fees incurred with such action);or(3)provide notice to Buyer and Seller that unless Earnest Money 1098 Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the 1099 case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the 1100 parties, Earnest Money Holder Is authorized to return the Earnest Money to Buyer. In the event Earnest Money 1101 1102 Holder does receive a copy of the Lawsuit,and has not interpled the monies at the time of any Order, Earnest 1103 Money Holder must disburse the Earnest Money pursuant to the Order of the Court.The parties reaffirm the 1104 obligation of Mediation.This Section will survive cancellation or termination of this Contract. 1105 1106 1107 25. TERMINATION. 1108 25.1.Right to Terminate.If a party has a right to terminate,as provided In this Contract(Right to 1110 0 1110Terminate),the termination Is effective upon the other party's receipt of a written notice to terminate(Notice to 1111 Terminate),provided such written notice was received on or before the applicable deadline specified in this 1112 Contract. If the Notice to Terminate Is not received on or before the specified deadline,the party with the Right 1113 to Terminate accepts the specified matter,document or condition as satisfactory and waives the Right to 1114 1115 Terminate under such provision. 1116 25.2.Effect of Termination. In the event this Contract is terminated,all Earnest Money received 1117 hereunder will be returned and the parties are relieved of all obligations hereunder,subject to§§10.4,22,23 1118 1119 and 24. 1120 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 16 of 19 1121 1122 26. ENTIRE AGREEMENT,MODIFICATION,SURVIVAL; SUCCESSORS.This Contract,its exhibits and 1123 1124 specified addenda,constitute the entire agreement between the parties relating to the subject hereof,and any 1125 prior agreements pertaining thereto,whether oral or written,have been merged and Integrated into this 1126 Contract. No subsequent modification of any of the terms of this Contract Is valid,binding upon the parties,or 1128 1128 enforceable unless made in writing and signed by the parties.Any right or obligation in this Contract that,by its 1129 terms, exists or is intended to be performed after termination or Closing survives the same.Any successor to a 1130 Party receives the predecessor's benefits and obligations of this Contract. 1131 1132 1133 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 1134 27.1.Physical Delivery and Notice.Any document,or notice to Buyer or Seller must be in writing, 1135 except as provided in§27.2,and Is effective when physically received by such party, any individual named In 1136 1137 this Contract to receive documents or notices for such party,the Broker,or Brokerage Firm of Broker working 1138 with such party(except any notice or delivery after Closing must be received by the party, not Broker or 1139 Brokerage Firm). 1141 1141 27.2,Electronic Notice.As an alternative to physical delivery,any notice,may be delivered in 1142 electronic form to Buyer or Seller,any individual named in this Contract to receive documents or notices for 1143 such party,the Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after 1144 Closing must be received by the party;not Broker or Brokerage Firm)at the electronic address of the recipient 1145 1146 by facsimile,email or CTMecontracts. 1147 27.3.Electronic Delivery.Electronic Delivery of documents and notice may be delivered by:(1)email 1148 at the email address of the recipient, (2)a link or access to a website or server provided the recipient receives 1149 1150 the information necessary to access the documents,or(3)facsimile at the Fax No.of the recipient. 1151 27.4.Choice of Law.This Contract and all disputes arising hereunder are governed by and construed 1152 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1154 contract in Colorado for real propertylocated in Colorado. 1154 1155 1156 28. NOTICE OF ACCEPTANCE,COUNTERPARTS.This proposal will expire unless accepted in writing, 1158 byBuyer and Seller,as evidenced bytheir signatures below, and the offeringpartyreceives notice of such 1158 y g 1159 acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1160 accepted,this document will become a contract between Seller and Buyer.A copy of this Contract may be 1161 executed by each party,separately,and when each party has executed a copy thereof,such copies taken 1162 1163 together are deemed to be a full and complete contract between the parties. 1164 1165 29. GOOD FAITH.Buyer and Seller acknowledge that each party has an obligation to act In good faith 1166 1167 including,but not limited to,exercising the rights and obligations set forth in the provisions of Financing 1168 Conditions and Obligations,Title Insurance,Record Title and Off-Record Title, New ILC,New Survey 1169 and Property Disclosure,Inspection, Indemnity,Insurability and Due Diligence. 1170 1171 1172 ADDITIONAL PROVISIONS AND ATTACHMENTS 1173 1174 30. ADDITIONAL PROVISIONS.(The followingadditionalprovisions have not been approved bythe 117s PP 1176 Colorado Real Estate Commission.) 1177 County Approval. Notwithstanding the signature hereto by the County Manager/Assistant 1179 1179 Countyrecommending approval, the obligation of Buyer to perform hereunder Is expressly 1180 conditioned upon the adoption by the Pitkin County Board of County Commissioners of an 1181 ordinance authorizing the acquisition of the Property by Buyer pursuant to this Contract. In 1182 1183 the event such ordinance is not duly adopted by the BOCC within sixty(60) days following the 1184 date of signature of Seller or any extension thereof as the parties may, in writing, agree, either 1185 1186 Seller or Buyer may, upon written notice to the other, terminate the offer to Contract 1187 whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. If an approved 1188 ordinance contains terms different than this Contract, Seller shall have the right to terminate 1189 CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 17 of 19 this Contract within 14 days of BOCC ordinance adoption and shall promptly return all Earnest Money paid by Buyer;if Seller does not terminate this Contract based upon adopted ordinance terms differing from the terms of this Contract, the terms of the ordinance shall control and become incorporated Into this Contract. 31. ATTACHMENTS, 31.1.The following attachments are a part of this Contract: Addendum A to Contract to Buy and Sell Real Estate 31.2.The following disclosure forms are attached but are not a part of this Contract: None I SIGNATURES i,.ItsJ"` IEL----- Y Date: 7 - - l Buyer:Board Qffbounty Commissioners of Pitkin County By:Jon Peacock or Phylis Mattice, County Manager/Assistant Manager [NOTE: A.Is o =r is bel .! count cted,do not sign this document.Refer to §32] 0f, / 4Date: / / /� Seller."iver Parj enter LLC By:Dou s Allen, Managing Member 32. COUNTER; REJECTION.This offer is❑Countered 0 Rejected. Initials only of party(Buyer or Seller)who countered or rejected offer River Park Center LLC By:Douglas Allen, Managing Member END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker 0 Does ® Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract,agrees to cooperate upon request with any mediation concluded under§23.Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination,Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions.Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a® Buyer's Agent 0 Seller's Agent 0 Transaction-Broker in this transaction. 0 This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ® Listing Brokerage Firm 0 Buyer❑Other. CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 18 of 19 Brokerage Firm's Name: Aspen Snowmass Sotheby?s International Realty I.Vate,rjram tizggr Date: 71812016 Broker's Name: Sally Shiekman-Miller Address:415 East Hyman Avenue Aspen, CO 81611 Ph:970-925-6060 Fax: 970-920-9993 Email:sally@sallyshiekman.com 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker El Does ®Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract,agrees to cooperate upon request with any mediation concluded under§23.Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in§24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions.Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,provided the Earnest Money check has cleared. Broker is working with Seller as a®Seller's Agent O Buyer's Agent 0 Transaction-Broker in this transaction.0 This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ®Seller 0 Buyer D Other. B B .. erg::- • ring Fork Realty,LLC �.. sate: Broker's Name: Timothy Belinski Address: 1370 Main St Carbondale, CO 81623 Ph: 970 277 1100 Fax: Email: tbelinski©indventures.com CBS3-6-15.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) CTM eContracts-02016 CTM Software Corp. CBS3-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Commercial Page 19 of 19 Aspen Sotheby's Aspen Snowmass Sotheby?s International Realty Snowmass ..un Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 THIS FORM HAS NOT BEEN APPROVED BY THE COLORADO REAL ESTATE COMMISSION. IT WAS PREPARED BY Frascona, 3oiner, Goodman and Greenstein, P.C. (303-494-3000) AS LEGAL COUNSEL FOR Aspen Snowmass Sotheby?s International Realty. ©2016 All rights reserved. ADDENDUM"A" TO CONTRACT TO BUY AND SELL REAL ESTATE 1 1 1/ between River Park Center LLC RE: Contract dated , ,as Seller Board of County Commissioners of Pitkin County,as Buyer, relating to the sale and purchase of the Property known as: 123 Emma Road, Basait, CO 81621.This Addendum ("Addendum")Is hereby made a part of this Contract. In the event of a conflict between this Addendum and the Contract, this Addendum prevails. 1. § 2.1. BUYER. Buyer may designate or re-designate the form of tenancy in the Closing Instructions. Failure to designate will not constitute a default and authorizes the Closing Company to utilize the selection In §2.1, or If none Is selected, to Indicate Tenants In Common in equal proportions. 2. § 2.5. INCLUSIONS. The deed to be delivered at Closing will be deemed to assign to Buyer all assignable warranties regarding the Property or Inclusions. 3. § 4.3. EARNEST MONEY. Earnest Money Holder Is hereby authorized and instructed to place the Earnest Money into an Interest-bearing account at a federally insured bank or financial Institution. If the purchase and sale contemplated by this Contract closes, then all Interest will be for the benefit of Buyer. If Buyer becomes entitled to a return of the Earnest Money under the provisions of this Contract, then all interest will belong and be paid to Buyer concurrently with the return of the Earnest Money. If Seller becomes entitled to retain the Earnest Money under the provisions of this Contract, then all interest will belong and be paid to Seller concurrently with the delivery of the Earnest Money. 4. §6.3.LENDER PROPERTY REQUIREMENTS. § 6.3 of the Contract Is hereby deleted. 5. § 8.3. OFF-RECORD TITLE. The documents to be delivered by Seller to Buyer on or before the Off-Record Title Deadline pursuant to § 8.3 Include copies of any improvement location certificates) In Seller's possession pertaining to the Property. 6. § 8.6. RIGHT OF FIRST REFUSAL OR CONTRACT APPROVAL. If the provisions of § 8.6 are applicable because of the existence of a right of first refusal on the Property or a right to approve this Contract, Buyer will have the right to extend the Right of First Refusal Deadline by five (5) calendar days in order to obtain expiration or waiver of the right of first refusal or approval of this Contract. To exercise such right, Buyer must deliver written notice of such extension on or before the Right of First Refusal Deadline, as Initially established. If Seller does not receive Buyer's notice of extension by such date,the Right of First Refusal Deadline will not be extended. 7. § 10.6.PUE DILIGENCE — DOCUMENT$.The Due Diligence Documents contemplated by § 10.6.1.2, If this Addendum Is attached to a Contract to Buy and Sell Real Estate on form CBS1-6-15, or by § 10.6.1.14 If this Addendum Is attached to a Contract to Buy and Sell Real Estate on form CBS2-6-15, CBS3-6-15 or CBS4-6-15, which are to be delivered by Seller to Buyer on or before the Due Diligence Documents Delivery Deadline, Include copies of any of the following, to the extent the following exist and are In Seller's possession: utility bills relating to the Property for the last 12 months; any architectural drawings, blueprints or other plans or specifications regarding any improvements on or to the Property (including but not limited to any as-built construction plans therefor); any warranties, manuals, instructional brochures or similar materials relating to the Property or Inclusions,or their use,operation or maintenance; and, if a well exists on the Property, a CREC-approved Listing Firm's Well Checklist completed by Seller, and current as of the date of the Contract. If this Contract Is attached to a Contract to Buy and Sell Real Estate on form CBS1-6-15, the Due Diligence Documents to be delivered by Seller also Include copies of the following,to the extent the following exist and are In Seller's possession: any property tax statements relating to the Property for the last 2 years; any certificate(s) of occupancy or other FRAS ADDEN A. ADDENDUM A TO CONTRACT TO BUY AND SELL REAL ESTATE Page 1 of 4 governmental approval(s) regarding any improvements on or to the Property; and any Inspection, engineering, environmental (including but not limited to radon or mold), soil, drainage, percolation or similar reports,studies or test results relating to the Property. THIS FORM HAS NOT BEEN APPROVED BY THE COLORADO REAL ESTATE COMMISSION. IT WAS PREPARED BY Frascona, Joiner, Goodman and Greenstein, P.C. (303-494-3000) AS LEGAL COUNSEL FOR Aspen Snowmass Sotheby?s International Realty. ©2016 All rights reserved. 8. § 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, BUYER DISCLOSURE AND SOURCE OF WATER. Buyer's right to object and/or terminate under§ 10.3 and/or § 10.6.2 Is not limited to Buyer's satisfaction with the physical condition of the Property and Inclusions or the Due Diligence Documents, or any other matters specified in clauses (1) through (5) of§ 10.3; rather, Buyer's right to object and/or terminate under each of §§ 10.3 and 10.6.2 includes Buyer Investigating, reviewing and becoming satisfied with ANY feature of or matter relating to the Property, the Inclusions or the Due Diligence Documents and ANY other factor deemed by Buyer to be relevant to Buyer's acquisition of the Property and Inclusions, including, without limitation,the actual lot size, location and square footage of improvements, building, zoning and allowed use regulations, well (flow rate, capacity, depth, recovery rate, suitability for Buyer's needs, exempt status such as household, domestic, etc., water quality, potability, location on Property, etc.), septic (useful life of the system, capacity and suitability for size of house, pumping needs, location on Property, etc.), leach field (adequacy, location on Property, percolation, etc.), environmental(such as presence on the Property of mold, radon gas,asbestos, petroleum products, methamphetamine and/or byproducts from the production of methamphetamine —and the Buyer's right to object and terminate under this Contract provision applies, Inter alta, even if methamphetamine contamination has been remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to§ 25-18.5-102, C.R.S. — or other hazardous substances or materials) or soils matters, the presence or absence on or about the Property of radiant heating systems (e.g. Entran II), electromagnetic fields (proximity to power lines), termites or other infestations, exterior Insulation and finish systems (e.g. artificial stucco), polybutylene plumbing materials, roofing materials (e.g. Woodruf shingles), proximity to a flood plain or hazardous waste site, the presence and location on the Property of carbon monoxide alarms, the availability and quality of schools, the Impact of air traffic,the dues, fees, taxes or similar charges that are or may be assessed or levied by any applicable association or taxing authority, crime statistics (such as"Megan's Law"which provides that information concerning the location of known sex offenders be available from local law enforcement), and other similar matters. The phrase, "in Buyer's sole subjective discretion"is hereby amended in each place it exists in §§ 10.3, 10.5 and 10.6 to instead read, "in Buyer's subjective and absolute sole discretion,"and such amended standard (Buyer's subjective and absolute sole discretion) will apply not only with respect to the physical condition of the Property and Inclusions or the Due Diligence Documents, or other matters specified in clauses (1) through (5) of§ 10.3, but also, as indicated above,with respect to ANY feature of or matter relating to the Property, the Inclusions or the Due Diligence Documents and ANY other factor deemed by Buyer to be relevant to Buyer's acquisition of the Property and Inclusions. Seller must promptly disclose, as they occur, any changes in the condition of the Property or Inclusions, or changes relating to the Property, Inclusions, Due Diligence Documents or other items listed or described above of which Seller has actual knowledge. 9. § 10. CARBON MONOXIDE ALARMS.If the Property Is In Aspen or elsewhere within Pitkin County,the following applies and supplements (i) the Note In § 10.9 of the Contract, if this Addendum is attached to a Contract to Buy and Sell Real Estate on form CBS1-6-15 or form CBS2-6-15, or(ii) If the Contract includes the CREC-approved Residential Addendum on form RA33-10-12, the Note In § 2.6 of such Residential Addendum: Both the Pitkin County Code and Aspen Municipal Code Include provisions which, among other things, impose a responsibility on the owner of a"residential occupancy"to install and maintain required carbon monoxide detectors In accordance with the requirements of the applicable Code, and the requirements of the Pitkin County Code or Aspen Municipal Code, as applicable, should be considered in conjunction with the state law described in the above-referenced Note. 10. § 17. POSSESSION. If the Possession Date is other than the Closing Date, each party will be responsible to insure their respective real and personal property interests and to enter into a lease, or Post Closing Occupancy Agreement, with the other party for the period between the Possession Date and Closing Date. 11. § 19. CAUSES OF LOSS. INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES*, CONDEMNATION;AND WALK-THROUQj. Seller will maintain any yard and landscaping on the Property and deliver the same in the condition existing on the date of this Contract. If a dwelling or other structure exists on the Property,Seller will deliver the Property In"Maid Clean"condition."Maid Clean"Is defined as: all carpets professionally cleaned; all appliances professionally cleaned; all floors mopped and/or FRAS ADDEN A. ADDENDUM A TO CONTRACT TO BUY AND SELL REAL ESTATE Page 2 of 4 vacuumed; all bathroom fixtures, tubs and showers professionally cleaned; all windows professionally cleaned; and all trash and personal property removed (except Inclusions to be transferred with the Property). Buyer's rights under § 19.4 include, without limitation, the right to Inspect the Property and Inclusions to insure Seller's compliance with this provision. THIS FORM HAS NOT BEEN APPROVED BY THE COLORADO REAL ESTATE COMMISSION. IT WAS PREPARED BY Frascona, Joiner, Goodman and Greenstein, P.C. (303-494-3000) AS LEGAL COUNSEL FOR Aspen Snowmass Sotheby?s International Realty. ©2016 All rights reserved. 12. § 21.TIME OF ESSENCE. DEFAULT AND REMEDIES. If(a) Buyer is unable to close on the Closing Date due to Buyer's lender's delay In timely providing final Closing Disclosure documents associated with a New Loan in accordance with the TILA-RESPA Integrated Disclosure (TRID) reporting requirements or because of such lender's delay in satisfying any other aspect of the TRID requirements, (b) any other required loan documents concerning this transaction are not received by the Closing Date, (c)performance is otherwise delayed by Buyer's lender, or(d)the passage of documents by courier is not complete by the Closing Date, then any applicable dates for (check all that a,P,ply) 0 Loan Objection Deadline ❑ Loan Transfer Ap.proval Deadline, ❑Appraisal Objection Deadline, U Appraisal Resolution Deadline, U Closing Date,and U Possession Date will automatically be extended once for a period of four(4) business days. 13. MEASUREMENTS. Neither Seller nor Broker working with Seller, Brokerage Firm of Broker working with Seller,or other representative warrants the square footage, area or size of the land being purchased hereunder or any Improvements thereon. Any statements, representations, claims, drawings or estimates made or provided by Seller or Broker working with Seller, Brokerage Firm of Broker working with Seller, or other representative referencing the square footage, area or size of the land or any improvements thereon, whether In a marketing brochure, MLS ad or otherwise, are not being and will not be relied upon by Buyer; and Buyer agrees and represents that if the square footage, size or area of the land or any improvements thereon is a matter of concern to Buyer,then Buyer will satisfy itself in that regard through, and rely solely upon, its own Investigations and measurements made prior to expiration of the Inspection Objection Deadline. 14, 1031 EXCHANGE. Notwithstanding § 2,2 or anything contained In this Contract to the contrary, each party must cooperate to effectuate an I.R.C. § 1031 tax deferred exchange undertaken by the other party that involves the Property, including consenting to and acknowledging assignments of this Contract to a Qualified Intermediary,so long as such cooperation Is not to the detriment of the cooperating party. 15. FEDERAL AND COLORADO WITHHOLDING. Buyer and Seller must comply with the requirements of the Foreign Investment In Real Property Tax Act (FIRPTA) and the Withholding on Transfers of Colorado Real Property law, which may entail withholding of a percentage of the sales price on non-exempt transactions. A check or X In any of the boxes numbered 16 through 19 means that the particular paragraph Is applicable and is a part of the Contract.Any paragraph below that is not so marked Is not a part of the Contract. 16.0 SELECTION OF TITLE INSURANCE COMPANY AND PAYMENT OF PREMIiJi1(S)FOR OWNER TITLE xilzmang. Buyer hereby selects(check one box and complete as needed]U Earnest Money Holder Pltkin County Title, Inc.,as the title Insurance company who will issue the Title Commitment and owner's title insurance policy and conduct the Closing,at the hour and place designated by such title Insurance company. Seller, not Buyer,will pay the expense for such Title Commitment and owner's title insurance policy. 17.0 LOAN COMMITMENT NECESSARY. Buyer must obtain a written loan commitment for each new loan contemplated by §4.1 or§4.5, and deliver a copy thereof to Seller on or before the Loan Objection Deadline. If Buyer fails to deliver a copy of such a written loan commitment or commitments to Seller on or before the Loan Objection Deadline, this Contract will terminate on the expiration of the Loan Objection Deadline. 18. ❑LENDER PROPERTY REOUIREMENTS. Neither the provisions of§ 6.3 nor any non-exercise by Seller of a Right to Terminate contained in said § 6.3 will require Seller to take any action to satisfy any Lender Requirements. FRAS_ADDEN_A. ADDENDUM A TO CONTRACT TO BUY AND SELL REAL ESTATE Page 3 of 4 19.I gARNEST MONEY DISPUTE..The reference to 120 days contained in § 24 of the Contract is hereby changed to 45 days. THIS FORM HAS NOT BEEN APPROVED BY THE COLORADO REAL ESTATE COMMISSION. IT WAS PREPARED BY Frascona, Joiner, Goodman and Greenstein, P.C. (303-494-3000) AS LEGAL COUNSEL FOR Aspen Snowmass Sotheby?s International Realty. ©2016 All rights reserved. )CA Date: 1— -1 Buyer: Board cif ounty Commissioners of Pitkin County By:Jon Peacock or Phylis M. ice, County Manager/Assistant Manager Buyer: Date: 5 / /y 9 Date: /1. H tier: Rive ark Center C By: uglas Allen, Managing Member Seller: Date: FRAS ADDEN A. ADDENDUM A TO CONTRACT TO BUY AND SELL REAL ESTATE Page 4 of 4 Aspen Sotheby's Aspen Snowmass Sotheby?s International Realty Snowmass Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real 1 Estate Commission. (AE41-6-15)(Mandatory 1-16) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 2 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 3 4 AGREEMENT TO AMEND/EXTEND CONTRACT 5 6 Date: 8/4/2016 7 1. This agreement amends the contract dated 7/8/2016 (Contract), between River Park Center LLC 8 (Seller), and Board of County Commissioners of Pitkin County (Buyer), relating to the sale and purchase of the following legally described real estate in the County of 9 Pitkin, Colorado: to Basalt Commercial Park Lot:A1 11 known as No. 123 Emma Road, Basalt, CO 81621 (Property). 12 NOTE: If the table is omitted,or if any item is left blank or is marked in the "No Change" column, it 13 means no change to the corresponding provision of the Contract. If any item is marked in the"Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 14 15 2. §3. DATES AND DEADLINES. [Omitted as inapplicable] 16 3. Other dates or deadlines set forth in the Contract are changed as follows: 17 BOCC Ordinance Approval Deadline shall be changed to September 30, 2016. 18 19 4. Additional amendments: 20 None. 21 All other terms and conditions of the Contract remain the same. 22 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and 23 the offering party to this document receives notice of such acceptance on or before August 10, 2016. Date Time 24 01017 'r Date: 8/9/2016 25 Seller: River Park Center LLC By:Douglas Allen, Managing Member 26 27 Seller: Date: 28 29 30 Date: U/r<b2", -2 31 Buyer: Board of County Commissioners of Pitkin County By:Jon Peacock or Phylis Mattice, County Manager/Assistant Manager AE41-6-15. AGREEMENT TO AMEND-EXTEND CONTRACT Page 1 of 2 Aspen Sothebys Aspen Snowmass Sotheby?s International Realty Snowmass _ • `- Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real 1 Estate Commission. (AE41-6-15)(Mandatory 1-16) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 2 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 3 4 AGREEMENT TO AMEND/EXTEND CONTRACT 5 6 Date: 8/29/2016 7 1. This agreement amends the contract dated 7/8/2016 (Contract), between River Park Center LLC 8 (Seller), and Board of County Commissioners of Pitkin County (Buyer), relating to the sale and purchase of the following legally described real estate in the County of 9 Pitkin, Colorado: 10 Basalt Commercial Park Lot:A1 11 known as No. 123 Emma Road, Basalt, CO 81621 (Property). 12 NOTE: If the table is omitted, or if any item is left blank or is marked in the "No Change"column, it 13 means no change to the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 14 15 2. §3. DATES AND DEADLINES. [Note: This table may be omitted if inapplicable.] 16 17 ItemReference Event Date or Deadline NO Deleted No. Change 1 § 4.3 Alternative Earnest Money Deadline no change ►t+ Title 2 §8.1 Record Title Deadline no change 3 §8.2 Record Title Objection Deadline no change 4 §8.3 Off-Record Title Deadline no change 5 §8.3 Off-Record Title Objection Deadline no change 6 §8.4 Title Resolution Deadline no change El 7 §8.6 Right of First Refusal Deadline no change el Owners'Association 8 §7.3 Association Documents Deadline no change CEIl g §7.4 Association Documents Objection Deadline no change Seller's Property Disclosure 10 §10.1 Seller's Property Disclosure Deadline no change Loan and Credit 11 §5.1 Loan Application Deadline no change 12 §5.2 Loan Objection Deadline no change 13 §5.3 Buyer's Credit Information Deadline no change 121 14 §5.3 Disapproval of Buyer's Credit Information Deadline no change 15 §5.4 Existing Loan Documents Deadline no change 16 §5.4 Existing Loan Documents Objection Deadline no change 17 §5.4 Loan Transfer Approval Deadline no change AE41-6-15. AGREEMENT TO AMEND-EXTEND CONTRACT Page I of 3 18 I §4.7 Seller or Private Financing Deadline no change I 1 ® I Appraisal 19 §6.2 Appraisal Deadline no change 20 §6.2 Appraisal Objection Deadline no change 21 §6.2 Appraisal Resolution Deadline no change Survey 22 §9.1 New ILC or New Survey Deadline no change 23 §9.3 New ILC or New Survey Objection Deadline no change 24 §9.4 New ILC or New Survey Resolution Deadline no change Inspection and Due Diligence 25 §10.3 Inspection Objection Deadline no change 26 §10.3 Inspection Resolution Deadline no change 27 §10.5 Property Insurance Objection Deadline no change . 28 §10.6 Due Diligence Documents Delivery Deadline no change 29 §10.6 Due Diligence Documents Objection Deadline no change ►€+ 30 §10.6 Due Diligence Documents Resolution Deadline no change 31 §10.6 Environmental Inspection Objection Deadline CBS2.3,4 no change 32 §10.6 ADA Evaluation Objection Deadline CBS2,3,4 no change Etil 33 §10.7 Conditional Sale Deadline no change 34 §11.1 Tenant Estoppel Statements Deadline CBS2,3,4 9/26/2016 Monday 35 §11.2 Tenant Estoppel Statements Objection Deadline 10/25/2016 Tuesday CBS2,3,4 Closing and Possession 36 §12.3 Closing Date no change 37 §17 Possession Date no change iZi 38 §17 Possession Time no change 39 n/a n/a no chap•e ao n/a n/a no change 18 3. Other dates or deadlines set forth in the Contract are changed as follows: 19 None 20 21 4. Additional amendments: 22 None 23 All other terms and conditions of the Contract remain the same. 24 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and 25 the offering party to this document receives notice of such acceptance on or before Tuesday September 6, 2016 . Date Time 26 27 i)ciu a6 affQtt, Jt'talia fJLfffJ Atembe rDate: 8/29/2016 Seller: River Park Center LLC By: Douglas Allen, Managing Member 28 29 Seller: Date: AE41-6-15. AGREEMENT TO AMEND-EXTEND CONTRACT Page 2 of 3 30 31 32 I L. V Date: q `"�i� IC,' 33 Buyer: Board o County Commissioners of Pitkin County By:f n Peacock or Phylis Mattice, County Manager/Assistant Manager 34 35 Buyer: Date: 36 37 AE41-6-15. AGREEMENT TO AMEND/EXTEND CONTRACT CTM eContracts - kc.2016 CTM Software Corp. AE41-6-15. AGREEMENT TO AMEND-EXTEND CONTRACT Page 3 of 3 Aspen Sotheby's Aspen Snowmass Sotheby?s International Realty Snowmass Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (AE41-6-15)(Mandatory 1-16) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 3 4 AGREEMENT TO AMEND/EXTEND CONTRACT 5 6 Date: 10/20/2016 7 1. This agreement amends the contract dated 7/8/2016 (Contract), between River Park Center LLC 8 (Seller), and Board of County Commissioners of Pitkin County (Buyer), relating to the sale and purchase of the following legally described real estate in the County of 9 Pitkin, Colorado: 10 Basalt Commercial Park Lot:A1 11 known as No. 123 Emma Road, Basalt, CO 81621 (Property). 12 NOTE: If the table is omitted, or if any item is left blank or is marked in the "No Change" column, it 13 means no change to the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 14 15 2. §3. DATES AND DEADLINES. [Omitted as inapplicable] 16 3. Other dates or deadlines set forth in the Contract are changed as follows: Section 12.3 Closing Date shall be changed to November 1, 2016. 17 Section 17 Possession Date shall be changed to November 1, 2016. 18 19 4. Additional amendments: 20 None. 21 All other terms and conditions of the Contract remain the same. 22 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and 23 the offering party to this document receives notice of such acceptance on or before October 21, 2016 . Date Time 24 Date: '/�j 25 Seller: River Pak enter LL By: Do ' as Allen, Managing Member 26 27 Seller: Date: 28 29 30 Date: t0 2-0 31 Buyer: Bo of County Commissioners of Pitkin County By: Jon Peacock or Phylis Mattice, County Manager/Assistant Manager AE41-6-15. AGREEMENT TO AMEND-EXTEND CONTRACT Page 1 of 2 Aspen Sotheby's Aspen Snowmass Sotheby?s International Realty Snowmass « Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 1 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (NTC43R-10-12) (Mandatory 1-13) 2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 3 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 4 INSPECTION RESOLUTION 5 (Amendment To Contract To Buy And Sell Real Estate) 6 7 Date: 10/20/2016 8 1. This Inspection Resolution amends to the contract dated 7/8/2016 between River Park Center LLC , 9 (Seller)and Board of County Commissioners of Pitkin County(Buyer) relating to the sale and purchase of the Property known as: 10 123 Emma Road, Basalt, CO 81621. 11 (Contract). Terms used herein shall have the same meaning as in the Contract. 12 13 2. RESOLUTION OF UNSATISFACTORY PHYSICAL CONDITION. 14 Pursuant to§ 10.3 of the Contract, Buyer and Seller agree that Seller, on or before n/a, is shall correct or resolve the following unsatisfactory physical conditions of the Property or Inclusions: In lieu of Seller addressing the physical inspection items objected to in the Objection letter 16 dated October 11, 2016, Seller agrees to a purchase price reduction in the amount of $65,260.77. The new purchase price shall be $3,234,739.23. 17 3. SELLER'S COST. Pursuant to§ 10.4 of the Contract, correcting or resolving the unsatisfactory physical condition set forth in this document, shall be paid by Seller. 18 19 4. SURVIVAL. If any agreed upon correction requires action after Closing, the obligations agreed upon shall survive Closing. 20 21 Note:This document amends the Contract. Buyer must provide a copy of this Inspection Resolution to Buyer's Lender. 22 23 1 n Date: 16 -2-0 -1 24 Buyer: Board f County Commissioners of Pitkin County By: on Peacock or Phylis Mattice, County Manager/Assistant Manager 25 26 / 1 /� Date: 27 S-Ile . ive 'ark Center LLC By: •ouglas Allen, Managing Member 28 29 Seller: Date: 30 NTC43R-10-12. INSPECTION RESOLUTION CTM eContracts - @2016 CTM Software Corp. NTC43R-I0-12. INSPECTION RESOLUTION Page 1 of 1 Aspen Sotheby's Aspen Snowmass Sotheby?s International Realty Snowmass r♦ Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 1 The printed portions of this form,except differentiated additions, have been approved by the Colorado Real Estate ,Commiss;on. (NTC43R-1Q-12) (Mandatary 1-1a) 2 3 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 4 INSPECTION RESOLUTION 5 (Amendment To Contract To Buy And Sell Real Estate) 6 7 Date: 10/20/2016 8 1. This Inspection Resolution amends to the contract dated 7/8/2016 between River Park Center LLC , 9 (Seller)and Board of County Commissioners of Pltkin County(Buyer)relating to the sale and purchase of the Property known as: 10 123 Emma Road, Basalt, CO 81621. 11 (Contract). Terms used herein shall have the same meaning as in the Contract. 12 13 2. RESOLUTION OF UNSATISFACTORY PHYSICAL CONDITION. 14 Pursuant to§ 10.3 of the Contract, Buyer and Seller agree that Seller, on or before n/a, 15 shall correct or resolve the following unsatisfactory physical conditions of the Property or Inclusions: In lieu of Seller addressing the physical inspection items objected to in the Objection letter 16 dated October 11, 2016, Seller agrees to a purchase price reduction in the amount of $65,260.77. The new purchase price shall be$3,234,739.23. 1t 17 3. SCUMS OO6F.'r�.,.ie.,t tv§ 10.4..f the.Ou..h a..t,w..cct��.g orresuttiiii9 the uf'satisfactury physical `J_ys corrditiort sat in thin dOt.unrniIt,Jlidlt t.nr frdh}by 3dll rr. 18 &.- ttti 9 ' • \O. Sufb.va CIuSn.y. 20 Note:This document amends the Contract. Buyer must provide a copy of this Inspection Resolution to Buyer's 21 Lender. 22 23 �. A le—"—' Date: \d -20 -1c 24 Buyer. Board f County Commissioners of Pitkin County By: on Peacock or Phylis Mattice, County Manager/Assistant Manager 25 26 /4/ JJ : L, Date: ie 27 S 'ark Center LLC By: •ouglas Allen, Managing Member 28 29 Seller. Date: 30 NTC43R-10-12. INSPECTION RESOLUTION CTM eContracts - ®2016 CTM Software Corp. NTC43R-l0-12 INSPECTION RESOLUTION Page I of 1