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IIIIIIII1111I1111111111IIIIII1111 II11 RECEPTION#:645008,R $0.00,D: $0.00 DOC CODE:ORDINANCE Pg 1 of 3,02/08/2018 at 10:03:22 AM Jan ice K Vos Caudill,Pitkin County,CO AN EMERGENCY ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AUTHORIZING THE PURCHASE OF THE PHILLIPS MOBILE HOME PARK ORDINANCE NO. 0/0- 2018 The Phillips Mobile Home Park, owned by the Ellamae Phillips Company, RLLP, is located at 3558 Lower River Road,Snowmass and contains approximately 65.6 acres(as surveyed) on both sides of the Roaring Fork River and State Highway 82(the"Property"). 2 The Property is described as Lots 4&5 and part of Lot 3, Phillips Ranch.Parcel No.2469- 313-00-002,Schedule No.R006666,more specifically described on the Improvement Survey Plat generated in October of 20]7 3. En the 1930's after acquiring the Property from the original homesteader, Joseph Diemoz, Cancer Phillips and his wife, Ellamae developed the Property as a mobile home park and after their deaths passed the Property into the care of their daughter, Helen Noyes. 4 Ms. Noyes and the family have continued to maintain the Property as affordable housing to this day without any County requirement to do so, but rather by offering space rent well below the mid-valley market price to the Property's residents, 5. The family can no longer afford the costs involved in continuing to operate and maintain the Property in its current status and has determined to sell the Property 6. Sale of the property under a typical scenario would entail eviction of the residents,grading of the ground surface, revegetation and listing of the property. The family does not want to precipitate any eviction of its current residents 7. If the Ellamae Phillips Company were to close the property, the existing inventory of affordable housing could not accommodate the number of current residents who would be displaced, and the great majority would be faced with either leaving the Roaring Fork Valley or severe financial hardship in finding alternative housing at much greater cost 8. The Property is desirable having in addition to affordable housing, three large irrigated fields that benefit from significant water rights and access to both sides of the Roaring Fork River which meanders through the Property for'''A of a mile 9. The County intends to incorporate the inventory of affordable housing units on the Property Into its employee housing program and reserves the ability to sell on the open market, those portions of the Property that are not integrated into affordable housing and/or dedicate those portions to other County programs such as Open Space and Trails or Healthy Rivers. 10. The Chair or Chair's designee is authorized to execute the Contract for the purchase of the Phillips Mobile Home Park on behalf of the County and any other documents necessary to RECEPTION#'645008.02/08/2018 at 10:03 22 AM. Pgs 2 of 3,Janice K_Vas Cautlul, Pitkin County.CO ORDNANCE /Q -2018 PACE 2 11. The BOCC 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 pursuant to Pitkin County Home Rule Charter Section 2.8.2. NOW,THEREFORE,BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado, that the Chair or Chair's designee is authorized to execute a contract and all other necessary documents, subject to approval by the County Attorney, for the purchase of the Phillips Mobile Home Park property. The purchase contract shall provide at a minimum that: • The purchase pnce shall be up to$6.5 million for approximately 65.6 acres of land on both sides of the Roaring Fork River,not including transaction costs • The purchase shall be accomplished with the utilization of funds from the County's Employee Housing Impact Fee BE IT FURTHER ORDAINED that: • The County reserves the ability to sell portions of the Property on the open market that arc not related to or integrated with the affordable housing purpose of this acquisition and reimburse the County's employee housing program the fair market value of those portions of the Property sold. • Alternatively,or in addition to sale as descnbed above,the County will reserve the ability to dedicate those portions of the Property not necessary for affordable housing to other County programs such as Open Space and Trails or Healthy Rivers and likewise reimburse the County's employee housing program. • In the event the County sells or leases any part of the Property for any purpose other than the aforementioned use for affordable housing or dedication of any part of the Property not necessary for affordable housing to the Open Space and Trails or Healthy Rivers and Streams programs(or any use or activity that is directly related to support of affordable housing or the Open Space and Trails or Healthy Rivers and Streams programs),at any time within five(5)years from date of Closing,the County agrees to remit to Seller 50P6 of the net proceeds of such sale or lease. • Previous Ordinance#05-2017 concerning the purchase of the Property is repealed. INTRODUCED,READ AND ADOPTED AS AN EMERGENCY ORDINANCE ON THE j.VA- DAY OF Ok,N-CG..y`A''2018 AyD SET FOR CONFIRMATORY PUBLIC WEARING ON THE OA' IYAY OF_/` hr✓4r 2018 NOTICE OF CONFIRMATORY PUBLIC HEARING.4 ''D TITLE AND SHORT SUMMARY OF THE EMERGENCY O INANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THF /....f DAY OF Ittbrtit,r 2018. NOTICE OF CONFIRMATORY PUBLIC HEARING AND THE FULL TEXT OF TIIE EMERGENCY ORDLNANCE FOS}ED ON THE OFFICIAL PI IUN COUNTY WEBSITE ivww n countycom ON THE j!-f DAY OF I:4h pet r . 2018f. r/ CONFIRMED AT A PUBLIC HEARING ON THE /lg. DAY OF 4 rfar rif 2018 POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL` PITKLAI COUNTY WEBSITE wwwynkincuunB5com ON THE /6 H"DAY OF l..L.6 net✓,.I ._ 2018, RECEPTION# 645008,0210B/2018 at 10.03'22 AM, Pgs 3 of 3,Janice H Vos Caudr!I, Pitkin County,CD ORDINANCE GIO-_201g PACU PUBLISH FD AFTER CONFIRMATORY READING IN THE ASPEN TIMES WEEKLY ON THE fi DAY OF c b?Tar er_ 2018. THIS ORDINANCE IS EFFECTIVE ON JANUARY 24, 2018, ATTEST: BOARD OF COUNTY COMMISSIONERS By Il rf 11AAt,� / id _ By amuW�4 ( Ln lea he Junes Patti Clapper,Chair De v County Cletk" Date. 0 2 " ' dip It' APPROVED AS TO FORM. MANAGER APPROVAL John F Dunt omey Jon P cock, aunty Manager cocist enasi o Coldwell Banker Mason Morse Real Estate .AY1O Robert F. Starodoj - Ph: (970)925-7000 Fax: (970)925-7027 he punted porton of this form,except dMerenbated additions, have been approved by the Colorado Real Estate E mmission CBS4-6-15)(Mandatory 1-16) 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL u 12 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 13 14 CONTRACT TO BUY AND SELL REAL ESTATE 15 16 (LAND) 17 (❑Property with No Residences) s (®Property with Residences-Residential Addendum Attached) 2n 21 Date 2/9/2018 22 23 24 AGREEMENT 25 26 28 1. AGREEMENT.Buyer agrees to buy and Seller agrees to sell,the Property described below on the 29 terms and conditions set forth in this contract(Contract) 30 31 32 2. PARTIES AND PROPERTY. 33 2.1.Buyer.Buyer, Board of County Commissioners of Pitkin County, Colorado,will take 34 35 title to the Property desaibep below as 36 ❑ Joint Tenants ❑Ten$nts In Common ®Other TBD. 32 2.2.No Assignability.This Contract Is Not assignable by Buyer unless otherwise specified in 3e Additional Provisions. 39 40 2.3.Seller.Seller, Ellamae Phillips Company RLLP. ,rs the current owner of the Property 41 described below. 42 2.4.Property.The roe is the followinglegally described real estate In the County of 43 P dY property nY 9 Y 44 Pitkin,Colorado: 46 Lots 4 4 5 and part of lot 3, Phillips Ranch. Parcel No.2469-313-00-002,Schedule No.R006666. 42 AKA Phillips Trailer Park,as described in attached Exhibit A Property Description. 48 known as No 3558 Lowerfltiver Road, Snowman, CO 81654, 49 together with the interests,ebsements, rights, benefits,improvements and attached fixtures appurtenant 51 thereto,and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded 52 (Property) 53 54 55 2.5.Inclusions. The Purchase Price includes the following items(Inclusions). 56 2.5.1. Inclusions.The following items,whether fixtures or personal property,are included in the 57 Purchase Price unless excluded under Exclusions: 59 n/a If any additional items are attached to the Property after the date of this Contract, such additional items are 60 also included in the Purchase Price 61 e 2.5.2.Personal Pro 62 p rty-Conveyance.Any personal property must be conveyed at Closing by 63 Seller free and clear of all taxes(except personal property taxes for the year of Closing), liens and 64 encumbrances,except n/a 65 Conveyance of all personal property will be by bill of sale or other applicable legal instrument 66 67 2.6. Exclusions.The following Items are excluded(Exclusions) n/a 69 69 70 CBS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 1 of 19 2/12/2018 848 24 AM 71 2.7. Water Rights,Well Rights.Water and Sewer Taps. i32.7.1. Deeded Water Rights.The fouowino legally described water floats 74 As described in Exhibit B. 75 i5 Any deeded water rights will be conveyed by a good and sufficient TBD deed al Closing 77 0 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in 78 §§2 7.1.2 7 3. 2 7 4 and 2 7 5,will be transferred to Buyer at Closing Any and all water rights su appurtenant to the Property. 81 Eln. 2.7.3. Weil Rights.Seller agrees to supply required information to Buyer about the well 82 Buyer understands that if the well to be transferred is a"Small Capacity Well"or a'Domestic Exempt Water 63 Welt,used for ordinary household purposes,Buyer must,prior to or at Closing,complete a Change in 84 85 Ownership form for the well If an existing well has not been registered with the Colorado Division of Water 86 Resources in the Department of Natural Resources(Division),Buyer must complete a registration of existing 87 well form for the well and pay the cost of registation If no person will be providing a closing service in 88 99 connection with the transaction. Buyer must file the form with the Division within sixty days after Closing The 90 Well Permit#1s 049734•F;041735-F;167107.. 91 ® 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing 92 93 are as follows Any and all 94 2.7.5. Water and Sewer Taps.The parties agree that water and sewer laps listed below for 95 the Property are being conveyed as part of the Purchase Price as follows: Any and all 96 et If any water or sewer taps are Included In the sale,Buyer is advised to obtain,from the provider, 98 written confirmation of the amount remaining to be paid,if any,time and other restrictions for transfer 99 and use of the taps. tot2.7.6. Conveyance.If Buyer is to receive any rights to water pursuant to§2.7.2(Other 102 Rights Relating to Water), §2 7.3(Well Rights),or§2 7 4(Water Stock Certificates), Seller agrees to convey 103 such rights to Buyer by executing the applicable legal instrument at Closing 104 105 2.8, Growing Crops.With respect to growing crops,Seller and Buyer agree as follows: 106 n/a — 107 109 3. DATES AND DEADLINES. 110 111 Item No. Reference Event Date or Deadline 113 113 1 §4 3 Alternative Earnest Money Deadline 114 We115 2 §8.1 Record Title Deadline _ 116 I 117 © §13 2 Record Title Ob'ection Deadline I 118 §8,3 Off-Record Title Deadline I 120 §8 3 Off-Record Title Objection Deadline 121 6 §84 Title Resolution DeadlineI i22 7 §8 6 Right of First Refusal Deadline I 123 124 'owners'Association 125 8 §7.3 Association Documents Deadline I 126 127 9 §74 Association Documents Objection Deadline ,^ I 128 -.eller s Property Disclosure129 130 10 §10A Sellers Property Disclosure Deadline -- tat oan and Credit 132 33 11 §5 1 Loan Application Deadline 1 134 12 §5.2 Loan Objection Deadline 135 13 §5 3 Bu ors Credit Information Deadline I 136 - — 137 14 §53 Disapproval of Buyers Credit Information Deadline _ 138 15 §5.4 Existing Loan Documents Deadline _. _ I 139 16 §5.4 Existing Loan Documents Objection Deadline 140 --- C6S4-6-I$ CONTRACT TO BUY AND SELL REAL ESTATE. Land Page 2 of 19 2/12120188.4824AM 141 17 §5 4 Loan Transfer Approval Deadline 141 tai 16 _ §4 / $21101 Or Private/IoanGflg_Deadhne _ _,_ __,T :w Appraisal 145 1 _ 46 Appraisal Deadline I tab —. —{f . 7 ._..._._—. 147 20 I .. §62 Appraisal pbjectron Deadline —_ 198 21 §6.2 Appraisal Resolution DeadlineI 149 .. —._ 150 _ Survey 151 22 §9.1 New ILC or New Survey Deadline _ I 4z23 §9 3 ._ New N C or New Survey ONectron Deadline ._____� 154 24 §9.4 New ILC or New Survey Resolution DeadlineI 155 Inspection and Due Dili ence 156 �._. .. _.. 157 26 410.3 _ Inspection Objection Deadline I 158 26 410 3 inspection Resolution Deadl ne • 159 _—___.._.—_.. 160 27 410.5 Property Insurance Objection Deadline_ ,—„. — 161 28 4105 _ Due Diligence Documents Delivery Deadline 162 29 §10.6 Due Diligence Documents Objection Deadline — 163 — —'-- 164 30 410.6 Due Diligence Documents Resolution Deadline 165 31 §10.6 Ennronmental inspection Objection Deadline _ 166 32 §10.6 _ ADA Evaluation Objection Deadline — _ ^I 167 _ _-,_ — 168 33 §10 7 Conditional Sate Deadline 169 34 §11,1 Tenant Estoppel Statements Deadline I 170 i. 171 35 §11.2 Tenant Estoppel Statements Objection Deadline I 172 Closing and Possession 174 36 §12,3 Closing Date _—_ FEBRUARY 12, 2018) 175 37 §17 Possession Date DATE OF CLOSING I 176 176 38 417 Possession Time TIME OF CLOSING 178 39 §28 Acceptance Deadline Date FEBRUARY 11, 20181 179 40 §28 Acceptance Deadline Time 5:00 FM MST i 80 181 41 All Deadlines have been satisfied except as listed. I 182 42 183 _ —_.—.-___ 184 185 3.1. Applicability of Terms.Any box checked in this Contract means the corresponding provision 186 applies.Any box, blank or line in this Contract left blank or completed with the abbreviation'N/A',or the word 187 lea 'Deleted'means such provision including any deadline,is not applicable and the corresponding g provision of 189 this Contract to which reference is made Is deleted If no box is checked in a provision that contains a selection 190 of°None',such provision means that"None'applies 191 192 193 The abbreviation°MEC"(mutual execution of this Contract)means the date upon which both parties have 194 signed this Contract 195 197 4, PURCHASE PRICE AND TERMS. 198 4A.Price and Terms.The Purchase Price set forth below is payable In U S. Dollars by Buyer as 199 200 follows' 201 ._....._„ 202 Item No. Reference Item _ Amount Amount 203 1 § 4.1 rurchase Price $6,500,000.00 20a los 2 _ § 4.3 Earnest Money $50,000.00 706 207 © § 4.5ew Loan 208 4 § 46 ••ssumption Balance ng ---^— .... .... 210 C654-6-15. CONTRACT TO DUV AND SELL REAL ESTATE- land Papc 3 of 19 2/118018 A 4824 AM 211 6 § 4 7 Private Financing 21' 20 b § 4.7 Seiler Financing — 214 7 215 216 217 9 § 4 4 Cash at Cbs _ $6,450,000.00 216 ..-._..... _ . .__ 219 10 TOTAL 86,500,000.00 $6,500,000.00 220 221 41. Seller Concession.At Closing,Seller will credit to Buyer$nfa(Seller Concession) The 222 213 Seller Concession may be used for any Buyer fee,cost,charge or expenditure to the extent the amount is 224 allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure,at Closing 125 Examples of allowable Items to be paid for by the Seller Concession include,but are not limited to:Buyer's 226 222 dosing costs, loan discount points,loan origination fees, prepaid items and any other fee, cost, charge, 226 expense or expenditure Seller Concession is in addition to any sum Seger has agreed to pay or credit Buyer �2e elsewhere in this Contract 231 4.3. Earnest Money.The Earnest Moneyset forth in this section,in the form of a Good 231 732 Funds,will be payable to and held by Title Company(Earnest Money Holder),in its trust account,on behalf 233 of both Seller and Buyer.The Earnest Money deposit must be tendered,by Buyer,with this Contract unless the 234 235 parties mutually agree to an Alternative Earnest Money Deadline for its payment The parties authorize 236 delivery of the Earnest Money deposit to the company conducting the Closing(Closing Company),if any,at or 237 before Closing In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits 238 239 transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller 240 and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 242 Money Holder in this transaction will be transferred to such fund 243 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 244 Money, if other than at the lime of tender of this Contract, is as set forth as the Alternative Earnest Money 245 Deadline. 246 4.3.2. Return of Earnest Money.If Buyer has a Right to Terminate and timely 247 248 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract Is 249 terminated as set forth in§25 and,except as provided in§24,if the Earnest Money has not already been 250 returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker 251 252 working with Buyer,written mutual instructions(e.g., Earnest Money Release form),within three days of 253 Seller's receipt of such form. 254 4.4. Form of Funds;Time of Payment;Available Funds. 256 256 4.4.1. Good Funds,All amounts payable by the parties at Closing, including any loan 257 proceeds, Cash at Closing and closing costs,must be in funds that comply with all applicable Colorado laws, 252 including electronic transfer funds,certified check,savings and loan tellers check and cashier's check(Good 259 Funds) 260 4.4.2. Time of Payment;Available Funds.All funds, including the Purchase Price to be 262 paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the partes to allow 263 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT Buyer 264 265 represents that Buyer,as of the date of this Contract,0 Does❑ Does Not have funds that are immediately 266 verifiable and available in an amount not less than the amount stated as Cash at Closing in§ 4 1. 267 4.5. New Loan.(Omitted as inapplicable) 268 269 270 4.6. Assumption. (Omitted as inapplicable) 271 222 4.7. Seller or Private Financing. (Omitted as inapplicable) 273 274 275 L TRANSACTION PROVISIONS 276 277 era 5. 79 FINANCING CONDITIONS AND OBLIGATIONS.(Omitted as inapplicable) 280 CeS4-6.15 CON CRAM TO BUY AND SELL REAL ES TATE- Land Pasc 4 of 14 2'12201884824 AM 1.81 262 5.3. Credit Information and Buyer's New Senior Loan.(Omitted as inapplicable) 283 264 28h 5.4. Existing Loan Review.(Omitted as inapplicable) 286 285 6. APPRAISAL PROVISIONS. 289 6.1.Appraisal Definition.An'Appraisal'is an opinion of value prepared by a licensed or certified 290 appraiser, engaged on behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised 291 Value) The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 292 293 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value 294 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective 295 loan type set forth in§4 5 3, or if a cash transaction(i e.no financing), §6.2 1 applies 296 pP 297 6.2.1. Conventional/Other.Buyer has the right to obtain an Appraisal If the Appraised Value 298 is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 299 Buyer may, on or before Appraisal Objection Deadline, notwithstanding§8.3 or§ 13 300 301 6.2.1.1.Notice to Terminate.Notify Seller in writing that this Contract is terminated,or 302 6.2.1.2.Appraisal Objection.Deliver to Seller a written objection accompanied by 303 either a copy of the Appraisal or written notice from lender that confirms the Appraisal Value is less than the 304 Purchase Price 305 306 6.2.1.3.Appraisal Resolution.If an Appraisal Objection is received by Seller,on or 307 before Appraisal Objection Deadline,and if Buyer and Seller have not agreed in writing to a settlement 308 thereof on or before Appraisal Resolution Deadline(§3),this Contract will terminate on the Appraisal 309 310 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such 311 termination,i e, on or before expiration of Appraisal Resolution Deadline. 312 6.3. Lender Property Requirements.It the lender imposes any requirements, replacements, 313 removals or repairs, includinganyspecified in the Appraisal(Lender Requirements)to be made to the Pro 314 P P PP q ) perry 315 (e.g ,roof repair, repainting),beyond those matters already agreed to by Seller in this Contract, Seller has the 316 Right to Terminate under§25.1, (notwithstanding§10 of this Contract),on or before three days following 312 Seller's receipt of the Lender Requirements, in Seller's sole subjective discretion.Seller's Right to Terminate in 318 319 this§6.3 does not apply if,on or before any termination by Seller pursuant to this§6 3 (1)the parties enter 320 into a written agreement regarding the Lender Requirements,or(2)the Lender Requirements have been 321 completed,or(3)the satisfaction of the Lender Requirements is waived in writing by Buyer 322 323 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be 324 timely paid by®Buyer OSeller The cost of the Appraisal may include any and all fees paid to the appraiser, 325 appraisal management company, lender's agent or all three. 326 327 328 7. OWNERS'ASSOCIATION. This Section Is applicable lithe Property Is located within a 329 Common Interest Community and subject to such declaration. 330 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A 331 ty 332 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 333 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 334 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 335 336 REGULATIONS OF THE ASSOCIATION.THE DECLARATION,BYLAWS,AND RULES AND 337 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, 338 338 INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES 340 NOT PAY THESE ASSESSMENTS,THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND 341 POSSIBLY SELL IT TO PAY THE DEBT.THE DECLARATION,BYLAWS,AND RULES AND REGULATIONS 342 OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY 343 344 WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION(OR A COMMITTEE OF THE 345 ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION.PURCHASERS OF PROPERTY WITHIN 346 THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF 397 MEMBERS OF THE ASSOCIATION.PURCHASERS SHOULD CAREFULLY READ THE DECLARATION 348 349 FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 350 CBS4-6-I5 CONTRACT TO BUY AND SELL REAL ES FATE- Land Page 56119 2'132018 8 48 24 AM 351 7.2. Owners'Association Documents. Owners'Association Documents(Association 352 Documents)consist of the following 353 354 7.2.1. All Owners'Association declarations,articles of incorporation bylaws,articles of 355 organization,operating agreements, rules and regulations, party wall agreements, 356 7,2/. Minutes of most recent annual owners'meeting, 358 7.2.3. Minutes of anydirectors'or managers! meetings dunngthe six-month period 358 9 9 359 immediately preceding the date of this Contract If none of the preceding minutes exist.then the most recent 360 minutes,if any(§§7 2 1,7 2.2 and 7.2 3,collectively, Governing Documents),and 361 7.2.4. The most recent financial documents which consist of (1)annual and most recent 362 361 balance sheet, (2)annual and most recent income and expenditures statement, (3)annual budget, (4)reserve 364 study, and(5)notice of unpaid assessments, if any(collectively, Financial Documents). 365 7.3. Association Documents to Buyer. 366 367 7.3.1. Seller to Provide Association Documents.Seller is obligated to provide to Buyer the 368 Association Documents,at Seller's expense,on or before Association Documents Deadline.Seller 369 authorizes the Association to provide the Association Documents to Buyer,at Seller's expense,Seller's 370 371 obligation to provide the Association Documents is fulfilled upon Buyers receipt of the Association Documents, 372 regardless of who provides such documents. 373 7,4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 374 Buyer has the Right to Terminate under§251,on or before Association Documents Objection Deadline, 375 376 based on any unsatisfactory provision in any of the Association Documents,In Buyers sole subjective 377 discretion Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, 378 at Buyers option,has the Right to Terminate under§25 1 by Buyers Notice to Terminate received by Seller on 379 380 or before ten days after Buyer's receipt of the Association Documents If Buyer does not receive the 381 Association Documents,orf Buyers Notice to Terminate would otherwise be required to be received by Seller 382 after Closing Date,Buyer's Notice to Terminate must be received by Seller on or before Closing.If Seller does 383 384 not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association 385 Documents as satisfactory,and Buyer waives any Right to Terminate under this provision, notwithstanding the 386 provisions of§8.6(Right of First Refusal or Contract Approval) 387 388 389 IL TITLE INSURANCE,RECORD TfTLE AND OFF-RECORD TITLE, 390 8.1. Evidence of Record Title. 391 0 8.1.1. Seller Selects Title Insurance Company. If this box is checked,Seller will select the 392 393 title insurance company to furnish the owners title insurance policy at Seller's expense On or before Record 394 Title Deadline,Seller must furnish to Buyer,a current commitment for an owner's title insurance policy(Title 3395 95 Commitment), in an amount equal to the Purchase Price, or if this box is checked,Elan Abstract of Title 397 certified to a current date.Seller will cause the title insurance policy to be issued and delivered to Buyer as 398 soon as practicable at or after Closing 399 0 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 400 title Insurance company to furnish the owner's title insurance policy at Buyers expense On or before Record 401 402 Title Deadline, Buyer must furnish to Seller,a current commitment for owner's title insurance policy(Title 403 Commitment),In an amount equal to the Purchase Price 404 If neither box in§8.1 1 or§8.1.2 is checked, §8 1 1 applies 405 406 8.1.3. Owner's Extended Coverage(DEC). The Title Commitment®Will ❑Will Not 407 contain Owner's Extended Coverage(OEC) If the Title Commitment is to contain OEC, it will commit to delete 408 or insure over the standard exceptions which relate to (1)parties in possession,(2)unrecorded easements, 409 410 (3)survey matters, (4)unrecorded mechanics'liens, (5)gap period(period between the effective date and time 411 of commitment to the date and time the deed is recorded), and(6)unpaid taxes,assessments and 412 unredeemed tax sales prior to the year of Closing Any additional premium expense to obtain OEC will be paid yiy by❑Buyer ®Seller❑One-Half by Buyer and One-Half by Seller❑ Other We. 415 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or 416 delete or insure over any or all of the standard exceptions for OEC The Title Insurance Company may require 417 a New Survey or New ILC,defined below, among other requirements for OEC, If the Title Insurance 418 419 Commitment is not satisfactory to Buyer, Buyer has a right to object under§8 4(Right to Object to Title, 420 CBS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 6 of 19 2'121201884824AM 101 Resolution) � ;, 8.1.4. Title Documents.Title Documents consist of the following (1)copies of any plats. 4t4 declarations,covenants, conditions and restrictions burdening the Property,and(21 copies of any other lis documents(or,if illegible, summaries of such documents)listed in the schedule of exceptions(Exceptions)in 4)i. the Title Commitment furnished to Buyer(collectively, Title Documents) 922 42,5 8.1.5. Copies of Title Documents.Buyer must receive,on or before Record Title Deadline. 42c copies of all Title Documents This requirement pertains only to documents as shown of record in the office of '35 the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the 131 documents required in this Section will be at the expense q of the party or parties obligated to pay for the 13 4 owners title insurance policy 434 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer copies of any abstracts of title 435 covering all or any portion of the Pro e 436 p Properly(Abstract of Title)in Seller's possession on or before Record Title 43, Deadline. 436 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 419 Commitment and any of the Title Documents as set forth in§8.4 (Right to Object to Title, Resolution)on or 441 before Record Title Objection Deadline Buyer's objection maybe based on anyunsatisfactoryform or 49i 1 Y bi 492 content of Title Commitment or Abstract of Title,notwithstanding§ 13,or any other unsatisfactory title 443 condition, in Buyers sole subjective discretion.If the Abstract of Title,Title Commitment or Title Documents are 495 not received by Buyer on or before the Record Title Deadline,or if there is an endorsement to the Title 446 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title 447 Commitment will be delivered to Buyer Buyer has until the earlier of Closing or ten days after receipt of such 948 documents by Buyer to review and object to (1)any required Ttle Document not timely received by Buyer,(2) 949 450 any change to the Abstract of Title,Title Commitment or Title Documents,or(3)any endorsement to the Title 451 Commitment.If Seller receives Buyers Notice to Terminate or Notice of Title Objection, pursuant to this§8.2 452 (Record Title), any title objection by Buyer Is governed by the provisions set forth in§8 4(Right to Object to 954 Title, Resolution). If Seller has fulfilled all Sellers obligations, if any,to deliver to Buyer all documents required 955 by§8 1 (Evidence of Record Title)and Seller does not receive Buyers Notice to Terminate or Notice of Title 456 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the 457 45e Abstract of Title, Title Commitment and Title Documents as satisfactory 459 8.3. Off-Record Title.Seller must deliver to Buyer,on or before Off-Record Title Deadline,true 460 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 461 easements, liens(including,without limitation,governmental improvements approved, but not yet installed)or 062 463 other title matters(mciuding,without limitation, rights of first refusal and options)not shown by public records, 464 of which Seller has actual knowledge(Off-Record Matters). Buyer has the right to inspect the Property to 465 investigate if any third party has any right in the Property not shown by public records(e g ,unrecorded 467 4easement, boundary line discrepancy or water rights).Buyers Notice to Terminate or Notice of Title Objection 468 of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection, notwithstanding§ 469 8.2 and§ 13), in Buyer's sole subjective discretion,must be received by Seller on or before Off-Record Title 470 Objection Deadline If an Off-Record Matter Is received b Bu er after the Off-Record421 1 y y Title Deadline,Buyer 472 has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record 473 Matter.If Seller receives Buyers Notice to Terminate or Notice of Title Objection pursuant to this§8 3 924 425 (Off-Record Title),any title objection by Buyer and this Contract are governed by the provisions set forth in§ 476 8 4(Right to Object to Title, Resolution). If Seller does not receive Buyers Notice to Terminate or Notice of Title 977 Objection by the applicable deadline specified above, Buyer accepts title subject to such rights,if any, of third 4i8 parties of which Buyer has actual knowledge 479 980 8.4. Right to Object to Title, Resolution. Buyers right to object to any title matters includes, but is 481 not limited to those matters set forth in§§8.2(Record Title), 8 3(Off-Record Title)and 13 (Transfer of Title),In 482 Buyers sole subjective discretion. If Buyer objects to any title matter, on or before the applicable deadline, 483 Buyer has the following options 484 985 8.4A. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 486 title matter(Notice of Title Objection)on or before the applicable deadline, and if Buyer and Seller have not 48' agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 488 4the expiration of Title Resolution Deadline, unless Seller receives Buyers written withdrawal of Buyer's 49090 CRS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 7 of 19 2/12/2018 8 48 24 AM 491 Notice of Tdle Objection p e ,Buyers written notice to waive objection to such items and waives the Right to 491 Terminate for that reason), on or before expiration of Title Resolution Deadline If either the Record Title 493 494 Deadline cc the Off-Record Title Deadline,or both,ate extended to the canter of Closing or ten days after 495 receipt of the applicable documents by Buyer, pursuant to§8 2 (Record Title)of§8 3(Off-Record Title),the 488 Tate Resolution Deadline also will be automatic1y extended to the earlier of Closing Or fifteen days atter .tv9 Buyers receipt of the applicable documents,or 499 8-42. Title Objection,Right to Terminate.Buyer may exercise the Right to Terminate under 500 §25 1,on or before the applicable deadline,based on any unsatisfactory title matter,in Buyers sole subjective sol discretion 503 83. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 504 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 505 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS.PROPERTY OWNERS IN SUCH DISTRICTS 506 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SOS SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 509 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES.BUYERS 510 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY Sit 512 CONTACTING THE COUNTY TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE 513 PROPERTY,AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 514 COMMISSIONERS,THE COUNTY CLERK AND RECORDER,OR THE COUNTY ASSESSOR. 515 516 Buyer has the Right to Terminate under§251,on or before Off-Record Title Objection Deadline, based 512 on any unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole 5i8 subjective discretion 520 8.6. Right of First Refusal or Contract Approval.If there is a right of first refusal on the Property 521 ora right to approve this Contract.Seller must promptly submit this Contract according to the terms and 522 conditions of such right If the holder of the right of first refusal exercises such right or the holder of a right to 524 approve disapproves this Contract,this Contract will terminate.If the right of first refusal is waived explicitly or 525 expires,or the Contract is approved,this Contract will remain in full force and effect Seller must promptly 526 notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 527 Contract has not occurred on or before Right of First Refusal Deadline,this Contract will then terminate 529 529 8.7. Title Advisory.The Title Documents affect the title,ownership and use of the Property and 530 should be reviewed carefully Additionally,other matters not reflected in the Title Documents may affect the 531 title,ownership and use of the Property,including,without hmitation,boundary lines and encroachments, 532 533 set-back requirements.area,zoning,building code violations, unrecorded easements and claims of 534 easements, leases and other unrecorded agreements,water on or under the Property,and various laws and 535 governmental regulations concerning land use,development and environmental matters 537 537 8.7.1. OIL, GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 538 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE,AND 539 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 540 MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL,GAS, 541 542 OTHER MINERALS,GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 543 PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 544 PROPERTY TO ACCESS THE MINERAL ESTATE,OIL,GAS OR WATER. 546 546 8.7.2. SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE 547 PROPERTY TO ACCESS THE OIL,GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 5548 48 AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 550 COUNTY CLERK AND RECORDER. 551 8.7.3. OIL AND GAS ACTIVITY OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 552 ADJACENT TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING. 553 WELL COMPLETION OPERATIONS,STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES, 554 555 PRODUCING WELLS,REWORKING OF CURRENT WELLS,AND GAS GATHERING AND PROCESSING 556 FACILITES. 557 8.7,4, ADDITIONAL INFORMATION.BUYER IS ENCOURAGED TO SEEK ADDITIONAL 559 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 560 C8S4-6-15 CONTRACT TO BOY AND SELL REAL ESTATE- l and Page 8 of 19 77212018 R 48-24 AM 561 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE Sos COLORADO OIL AND GAS CONSERVATION COMMISSION. 564 8.7.5. Title Insurance Exclusions.Matters set forth in this Section, and others,may be 565 excepted, excluded from,or not covered by the owner's title insurance policy 566 8.8. Consult an Attorney.Buyer is advised to timely consult legal counsel with respect to all such 567 566 matters as there are strict time limits provided in this Contract(e g., Record Title Objection Deadline and 569 Off-Record Title Objection Deadline) 570 S11 9. NEW ILC,NEW SURVEY. 572 573 9.1. New ILC or New Survey.If the box is checked,a D New Improvement Location Certificate 574 (New ILC)®New Survey in the form of It has been provided by Seller. is required and the following will 575 516 apply- 577 pply577 9.1.1.Ordering of New ILC or New Survey.DSeller DBuyer will order the New ILC or New 578 Survey.The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, 579 certified and updated as of a date after the date of this Contract 580 581 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be 582 paid, on or before Closing,by ®Seller DBuyer or n/a sea 9.1.3. Delivery of New ILC or New Survey.Buyer, Seller,the issuer of the The Commitment(or 584 565 the provider of the opinion of title if an Abstract of Title),and Buyer's Attorney and Broker will receive a 586 New ILC or New Survey on or before New ILC or New Survey Deadline 587 586 9.1.4.Certification of New ILC or New Survey.The New ILC or New Survey will be certified by 589 the surveyor to all those who are to receive the New ILC or New Survey 590 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 591 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 592 change to the New ILC or New SurveyObjection Deadline Buyer may, in Buyer's sole subjective discretion, 593 9 1 Y Y 1 594 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 595 9.3. Now ILC or New Survey Objection.Buyer has the nght to review and object to the New ILC or 596 New Survey. If the New ILC or New Surveyis not timelyreceived byBuyer or is unsatisfacto to Buyer, in 597 Y ry uY 598 Buyer's sole subjective discretion, Buyer may,on or before New ILC or New Survey Objection Deadline, 599 notwithstanding§8 3 or§ 13 600 9.3.1.Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 601 602 9.3.2.New ILC or New Survey Objection.Deliver to Seller a written description of any matter that 603 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires 604 605 Seller to correct 606 9.3.3.New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 607 by Seller,on or before New ILC or New Survey Objection Deadline,and if Buyer and Seller have not agreed 608 in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline,this Contract will 609 610 terminate on expiration of the New ILC or New Survey Resolution Deadline,unless Seller receives Buyer's 611 wntten withdrawal of the New ILC or New Survey Objection before such termination, i e, on or before 612 expiration of New ILC or New Survey Resolution Deadline 613 614 615 DISCLOSURE, INSPECTION AND DUE DILIGENCE 616 617 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY, INSURABILITY,DUE DILIGENCE AND 616 619 SOURCE OF WATER. 620 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 621 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 622 623 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge, current as of the date of 624 this Contract 625 10.2. Disclosure of Latent Defects;Present Condition.Seller must disclose to Buyer any latent 627 defects actually known by Seller Seller agrees that disclosure of latent defects will be in writing Except as 628 otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property to Buyer in an 629 'As Is"condition,"Where Is"and"With All Faults" 630 CBS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 9 of 19 242201884824 AM 631 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith,has the right air to have inspections(by one or more third parties, personally or both)of the Property and Inclusions r_33 634 (Inspection),at Buyers expense If(1)the physical condition of the Property, including,but not limited to,the 635 roof,walls,structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of 636 the Property,(2)the physical condition of the Inclusions, (3)service to the Property(including utilities and 63/ 636 communication services), systems and components of the Property(e g, heating and plumbing), (4)any 639 proposed or existing transportation project road, street or highway,or(5)any other activity,odor or noise 640 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is 641 unsatisfactory, in Buyers sole subjective discretion,Buyer may, on or before Inspection Objection Deadline, 642 643 10.3.1. Notice to Terminate.Notify Seller in canting that this Contract is terminated,or 644 10.3.2. Inspection Objection.Deliver to Seller a written description of any unsatisfactory 645 physical condition that Buyer requires Seller to correct 646 647 10.3.3. Inspection Resolution.If an Inspection Objection Is received by Seller,on or before 648 Inspection Objection Deadline, and if Buyer and Seller have nol agreed in writing to a settlement thereof on 649 or before Inspection Resolution Deadline,this Contract will terminate on Inspection Resolution Deadline 650 651 unless Seller receives Buyers written withdrawal of the Inspection Objection before such termination, i e, on or 652 before expiration of Inspection Resolution Deadline 653 10.4. Damage,Liens and Indemnity.Buyer,except as otherwise provided in this Contractor other 654 written agreement between the roes,is responsible for 655 g Pa p payment for all inspections,tests, surveys, 656 engineering reports,or other reports performed at Buyers request(Work)and must pay for any damage that 657 occurs to the Property and Inclusions as a result of such Work Buyer must not permit claims or liens of any 658 kind against the Property for Work performed on the Property Buyer agrees to indemnify, protect and hold 659 660 Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any 661 such Work, claim,or Igen This indemnity includes Seller's right to recover all costs and expenses incurred by 662 Seller to defend against any such liability, damage,cost or expense,or to enforce this section, including 663 664 Sellers reasonable attorney fees, legal fees and expenses The provisions of this section survive the 665 termination of this Contract This§10.4 does not apply to items performed pursuant to an Inspection 666 Resolution 667 66e 10.5. Insurability.Buyer has the right to review and object to the availability, terms and conditions of 669 and premium for property insurance(Property Insurance) Buyer has the Right to Terminate under§25.1,on or 670 before Property Insurance Objection Deadline, based on any unsatisfactory provision of the Property 671 Insurance,in Buyers sole subjective discretion. 672 623 10.6. Due Diligence. 674 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 675 copies of the following documents and information pertaining to the Property(Due Diligence Documents)to 677 Buyer on or before Due Diligence Documents Delivery Deadline 678 0 10.6.1.1. All contracts relating to the operation, maintenance and management of the 629 Property, 660 ❑ 10.6.1.2, Property tax bills for the last n/years, 661 682 ❑ 10.6.1.3. As-built construction plans to the Property and the tenant improvements, 663 including architectural, electrical, mechanical,and structural systems, engineenng reports,and permanent 684 Certificates of Occupancy,to the extent now available; 685 686 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer, 682 ❑ 10.6.1.5. Operating statements for the past n/a years, 686 0 10.6.1.6. A rent roll accurate and correct to the date of this Contract, 689 690 ® 10.6.1.7. All current leases, including any amendments or other occupancy 691 agreements, pertaining to the Property.Those leases or other occupancy agreements pertaining to the 692 Property that survive Closing are as follows(Leases) Any and all 693 694 0 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete 695 but has not yet been completed and capital improvement work either scheduled or in process on the date of 696 this Contract, 697 698 0 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims 699 which have been made for the past n/a years, 700 — CBS4-6.15 CONTRACT TO BUR AND SELL REAL ESTATE- Land Raga 10 of 19 232'2018 8 48 24 AM 701 ❑ 10.6.1.10. Soils reports,surveys and engineenng reports or data pertaining to the 702 Property(if not delivered earlier under§8 3), 704 704 ❑ 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II 705 environmental reports,letters,test results,advisories,and similar documents respective to the existence or 706 nonexistence of asbestos,PCB transformers,or other toxic,hazardous or contaminated substances,and/or 707 708 underground storage tanks and/or radon gas If no reports are in Sellers possession or known to Seller, Seller Toe warrants that no such reports are in Sellers possession or known to Seller, 710 ❑ 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning 711 the compliance of the Property with said Act, 712 713 0 10.6.1.13. All permits, licenses and other building or use authorizations issued by any 714 governmental authority with jurisdiction over the Properly and written notice of any violation of any such 715 permits,licenses or use authorizations,if any,and 717 717 0 10.6.1.14. Other documents and informatory 718 -- 719 720 721 10.6.2. Due Diligence Documents Review and Objection.Buyer has the right to review and 722 object to Due Diligence Documents If the Due Diligence Documents are not supplied to Buyer or are 723 unsatisfactory in Buyers sole subjective discretion, Buyer may,on or before Due Diligence Documents 725 725 Objection Deadline 726 10.6.2.1. Notice to Terminate.Notify Seller in writing that this Contract is terminated, 727 or 728 10.6.2.2. Due Diligence Documents Objection.Deliver to Seller a written description 729 730 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct 731 10.6.2.3. Due Diligence Documents Resolution.If a Due Diligence Documents 732 Objection is received by Seller,on or before Due Diligence Documents Objection Deadline,and if Buyer and 733 739 agreedwriting Seller have not in to a settlement thereof on or before Due Diligence Documents Resolution 735 Deadline,this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 736 receives Buyers written withdrawal of the Due Diligence Documents Objection before such termination,i e.,on 737 or before expiration of Due Diligence Documents Resolution Deadline. 738 739 10.6.3. Zoning.Buyer has the Right to Terminate under§251,on or before Due Diligence 740 Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any 741 governmental agency with jurisdiction over the Property,in Buyer's sole subjective discretion. 742 743 10.6.4. Due Diligence—Environmental,ADA.Buyer has the right to obtain environmental 744 inspections of the Property including Phase I and Phase II Environmental Site Assessments,as applicable El 745 Seller❑Buyer will order or provide Phase I Environmental Site Assessment, Phase II Environmental Site 747 Assessment(compliant with most current version of the applicable ASTM Et527standard practices for 748 Environmental Site Assessments)and/or 0 n/a,at the expense of❑Seller®Buyer (Environmental 743 Inspection) In addition, Buyer,at Buyer's expense,may also conduct an evaluation whether the Property 751 751 complies with the Americans with Disabilities Act(ADA Evaluation).All such inspections and evaluations must 752 be conducted at such times as are mutually agreeable to minimize the interruption of Sellers and any Sellers 753 tenants'business uses of the Property,if any. 754 755 If Buyers Phase I Environmental Site Assessment recommends a Phase II Environmental Site 756 Assessment,the Environmental Inspection Objection Deadline will be extended by n/days(Extended 1S7 Environmental Inspection Objection Deadline)and if such Extended Environmental Inspection Objection 759 Deadline extends beyond the Closing Date,the Closing Date will be extended a like period of time In such 760 event, ❑Seller buyer must pay the cost for such Phase II Environmental Site Assessment 761 Notwithstanding Buyers right to obtain additional environmental inspections of the Property in this§ 762 10 6 5. Buyer has the Right to Terminate under§25.1,on or before Environmental Inspection Objection 763 764 Deadline, or if applicable,the Extended Environmental Inspection Objection Deadline, based on any 765 unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion 766 Buyer has the Right to Terminate under§25 1, on or before ADA Evaluation Objection Deadline, 768 768 based on any unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion 769 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of 770 CB54-6-I5 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 11 of 19 2/12/201884824 AM 771 that certain property owned by Buyer and commonly known as n/a Buyer has the Right to Terminate under§ 772 25.1 effective upon Sellers receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline d 773 774 such property is not sold and closed by such deadline This§ 10 7 is for the sole benefit of Buyer If Seller 775 does not receive Buyers Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right 276 to Terminate under this provision 777 778 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). 779 Buyer DDoes ®Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 780 Water Addendum disclosing the source of potable water for the Property O There is No Well Buyer ODoes 781 782 ®Does Not acknowledge receipt of a copy of the current well permit 783 Note to Buyer:SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE 784 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED 785 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 786 787 10.9. Existing Leases; Modification of Existing Leases;New Leases.Seller states that none 788 of the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions 789 or rent abatements except as disclosed in the Lease or other writing received by Buyer. Seller will not amend, 790 791 alter,modify,extend or cancel any of the Leases nor will Seller enter into any new leases affecting the Property 792 without the prior written consent of Buyer,which consent will not be unreasonably withheld or delayed 793 794 795 11. TENANT ESTOPPEL STATEMENTS. 796 11.1. Tenant Estoppel Statements Conditions.Buyer has the right to review and object to any 797 Estoppel Statements Seller must obtain and delwer to Buyer on or before Tenant Estoppel Statements 798 Deadline,statements in a form and substance reasonably acceptable to Buyer,from each occupant or tenant 799 NO at the Property(Estoppel Statement)attached to a copy of the Lease stating, 801 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease, 802 11.1.2. That said Lease is in full force and effect and that there have been no subsequent 803 q 804 modifications or amendments; 805 11.1,3. The amount of any advance rentals paid,rent concessions given,and deposits paid to 806 Seller; 808 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 809 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 810 11.1.6. That the Lease to which the Estoppel is attached is a true,correct and complete copy sit of the Lease demising the premises it descnbes 812 813 11.2. Tenant Estoppel Statements Objection Buyer has the Right to Terminate under§25.1,on 814 or before Tenant Estoppel Statements Objection Deadline,based on any unsatisfactory Estoppel 815 Statement, in Buyer's sole subjective discretion,or If Seller fails to deliver the Estoppel Statements on or 816 817 before Tenant Estoppel Statements Deadline. Buyer also has the unilateral right to waive any unsatisfactory 81s Estoppel Statement. 819 '820 821 CLOSING PROVISIONS 822 824 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 825 12.1.Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing 826 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 827 Seller and their designees If Buyer Is obtaining a new loan to purchase the Property, Buyer acknowledges 828 829 Buyers lender Is required to provide the Closing Company, in a timely manner,all required loan documents 830 and financial Information concerning Buyers new loan.Buyer and Seller will furnish any additional information 831 and documents required by Closing Company that will be necessary to complete this transaction Buyer and 832 833 Seller will sign and complete all customary or reasonably required documents at or before Closing, 834 12.2.Closing Instructions.Colorado Real Estate Commission's Closing Instructions DAre ®Are 835 835 Not executed with this Contract 837 12.3.Closing. Delivery of deed from Seller to Buyer will be at closing(Closing). Closing will be on the 838 date specified as the Closing Date or by mutual agreement at an earlier date, The hour and place of Closing 839 will be as designated by Buyer and Seller 840 CBS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE Land Page 12 of 19 2'12'2018 8 48 24 AM 841 12.4.Disclosure of Settlement Costs.Buyer and Seller acknowledge that costs,quality, and extent r4' of service varybetween different settlement serviceproviders a lenders,inspectors and title 64 ( 9 .aaomeys, pe t 45 companies) E41' 13. TRANSFER OF TITLE.Subject to tender of payment al Closing as required herein and compliance by 847 648 Buyer with the other terms and provisions hereof. Seller must execute and deliver a good and sufficient 849 General Warranty deed to Buyer,at Closing,conveying the Property free and clear of all taxes except the s51) general taxes for the year of Closing Except as provided herein,title will be conveyed free and clear of all est 85t hens, including any governmental hens for special improvements installed as of the date of Buyers signature [83 hereon,whether assessed or not Title will be conveyed subject to- 8%4 13.1. Those specific Exceptions descnbed by reference to recorded documents as reflected in the 655 Title Documents accepted by Buyer in accordance with Record Title, 856 8S7 13.2. Distribution utility easements(including cable TV), tS6 13.3. Those specifically described rights of third parties not shown by the public records of which 859 860 Buyer has actual knowledge and which were accepted by Buyer in accordance with Off-Record Title and New 861 ILC or New Survey, et: 13.4. Inclusion of the Property within any special taxing district,and 863 13.5. Any special assessment if the improvements were not installed as of the date of Buyers 66C 665 signature hereon,whether assessed pnor to or after Cbsing, and 866 13.6. Other n/a 6b7 88e 14. PAYMENT OF ENCUMBRANCES.Any encumbrance required to bepaid will be paid at or before 869 870 Closing from the proceeds of this transaction or from any other source 871 81' 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 13 874 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective dosing costs 875 and all other items required to be paid at Closing,except as otherwise provided herein 876 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing 877 878 by 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller 879 D Omer n/a 850 152. Status Letter and Record Change Fees. Any fees incident to the issuance of 881 582 Association's statement of assessments(Status Letter)must be paid by ONone DBuyer DSeller 883 Done-Half by Buyer and One-Half by Seller. Any record change fee assessed by the Association including, 664 but not limited to, ownership record transfer fees regardless of name or title of such fee(Association's Record 885 886 Change Fee)must be paid by DNone 0 Buyer D Seller 0 One-Half by Buyer and One-Half by 887 Seller 888 15.4. Local Transfer Tax. 0 The Local Transfer Tax of n/a%of the Purchase Pnce must be 890 paid at Closing by ONone D Buyer D Seller D One-Half by Buyer and One-Half by Seller. 891 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 892 payable at Closing, such as community association fees,developer fees and foundation fees,must be paid at 893 Closing by DNone OBuyer OSeller Done-Half by Buyer and One-Half by Seller.The Private Transfer 894 895 fee,whether one or more, is for the following association(sk n/a in the total amount of nI%of the Purchase 596 Price or$ n/a 897 15.6. Water Transfer Fees. The Water Transfer Fees can change 9e The fees,as of the date of 899 this Contract,do not exceed$Any for 900 0 Water Stock/Certificates D Water District 902 D Augmentation Membership 0 Small Domestic Water Company ❑n/a and must be paid at Closing by 903 D None D Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller 904 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 905 906 must be paid when due by 0 None 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller 907 908 16, PROBATIONS.The following will be prorated to the Closing Date,except as otherwise provided 909 910 CBS4-6-15 CONTRACT TO BUT AND SELL REAL.ESTATE- Land Page 13 of 19 2112201884824AM `i I 16.1, Taxes Personal property taxes,if any, same!taxing district assessments,if any,and 9 2 general real estate taxes for the year of Closing, based on Taxes for the Calendar Year Immediately 914 Preceding Closing LI Most Recent Mill Levy and Most Recent Assessed Valuation, ❑Other n/a 915 16.2. Rents Rents based on 0 Rents Actually Received ❑Accrued At Closing, Seller will 916 transfer or credit to Buyer the security deposits for all Leases assigned,or any remainder after lawful 912 918 deductions, and notify all tenants in writing of such transfer and of the transferee's name and address Seller 919 must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such 920 Leases 921 922 16.3. Association Assessments Current regular Association assessments and dues 923 (Association Assessments)paid in advance will be wedded to Seller at Closing Cash reserves held out of the 924 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 525 except as may be otherwise provided by the Governing Documents Buyer acknowledges that Buyer may be 926 927 obligated to pay the Association,at Closing, an amount for reserves or working capital.Any special 928 assessment assessed pnor to Closing Date by the Association will be the obligation of❑Buyer OSeller 929 Except however,any special assessment by the Association for improvements that have been installed as of 930 931 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller 932 Seller represents that the Association Assessments are currently payable at approximately$n/a per n/a and 533 that there are no unpaid regular or special assessments against the Property except the current regular 934 935 assessments and n/a Such assessments are subject to change as provided in the Governing Documents 936 Seller agrees to promptly request the Association to deliver to Buyer before Closing Date a current Status 932 Letter 936 939 16.4. Other Prorations.Water and sewer charges,propane, interest on continuing loan,and Na 940 16.5. Final Settlement.Unless otherwise agreed in writing,these prorations are final 941 942 943 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 944 Possession Time, subject to the Leases as set forth in§10.6 1.7. 945 qqjIf Seller,after Closing,fails to deliver possession as specified, Seller will be subject to eviction and 94B will be additionally liable to Buyer for payment of$n/a per day(or any part of a day notwithstanding§18.1) 949 959 from Possession Date and Possession Time until possession is delivered. 951 952 GENERAL PROVISIONS 953 954 955 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 956 18.1.Day.As used in this Contract,the term'day'means the entire day ending at 11 59 p.m-, United 957 States Mountain Time(Standard or Daylight Savings as applicable) 958 18.2.Computation of Period of Days,Deadline.In computing a days, ending 959 Pp g period of when the 960 date is not specified,the first day is excluded and the last day is included(e g,three days after MEC) If any 961 deadline falls on a Saturday,Sunday or federal or Colorado stale holiday(Holiday), such deadline 0 Will ❑ 962 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday Should neither box be 963 964 checked, the deadline will not be extended 965 966 19. CAUSES OF LOSS,INSURANCE;DAMAGE TO INCLUSIONS AND SERVICES;CONDEMNATION; 967 966 AND WALK-THROUGH.Except as otherwise provided in this Contract, the Property, Inclusions or both will be 969 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted 970 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire,other 971 922 perils or causes of loss prior to Closing in an amount of not more than ten percent of the total Purchase Price 923 (Property Damage), and if the repair of the damage will be paid by insurance(other than the deductible to be 974 paid by Seller) then Seller, upon receipt of the Insurance proceeds,will use Seller's reasonable efforts to 975 repair the Properly before Closing Date. Buyer has the Right to Terminate under§25 1, on or before Closing 926 922 Date if the Property is not repaired before Closing Date or if the damage exceeds such sum Should Buyer 978 elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 929 insurance proceeds that were received by Seller(but not the Association, if any)resulting from damage to the 990 CBS4-6.15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 14 of 19 2/12/201884824 AM 951 Property and Inclusions plus the amount of any deductible provided for in the insurance policy This credit may 991 not exceed the Purchase Price In the event Seller has not received the insurance proceeds prior to Closing, 563 984 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or,at the 995 option of Buyer.(1)Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Sellers 961' insurance company and Buyers lender,or(2)the parties may enter Into a written agreement prepared by the 967 parties or their attorneyrequiring the Seller to escrow at Closingfrom Sellers sale proceeds the amount Seller 988 eq 9 989 has received and will receive due to such damage, not exceeding the total Purchase Price,plus the amount of 95o any deductible that applies to the insurance claim 991 19.2. Damage,Inclusions and Services. Should any Inclusion or service(including utilities and 992 993 communication services),system,component or fixture of the Property(collectively Service)(e.g.,heating or 994 plumbing),fail or be damaged between the date of this Contract and Closing or possession,whichever is 995 earlier,then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 996 992 age and quality,or an equivalent credit, but only to the extent that the maintenance or replacement of such 996 Inclusion or Service Is not the responsibility of the Association, if any,less any insurance proceeds received by 909 Buyer covering such repair or replacement If the failed or damaged Inclusion or Service is not repaired or toot replaced on or before Closingorpossession,whichever is earlier, Buyer has the Right to Terminate under Mot Y 9 § 1002 25 1,on or before Closing Date, or,at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 1003 or replacement of such Inclusion or Service Such credit must not exceed the Purchase Price If Buyer receives rota such a credit, Sellers right for any claim against the Association, if any,will survive Closing Seller and Buyer loos 1006 are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the 1002 repair or replacement of such Inclusions. loos 19.3. Condemnation.In the event Seller receives actual notice prior to Closing that a pending 1009 1040 condemnation action may result in a taking of an or part of the Property or Inclusions, Seller must promptly 1o11 notify Buyer, in writing,of such condemnation action Buyer has the Right to Terminate under§25.1, on or 1012 before Closing Date,based on such condemnation action, in Buyer's sole subjective discretion Should Buyer 1013 elect to consummate this Contract despite such diminution of value to the Propertyand Inclusions,Buyer is ton P Y 1015 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1016 the Property or Inclusions but such credit will not include relocation benefits or expenses,or exceed the 1012 Purchase Price. tote 1019 19.4. Walk-Through and Verification of Condition.Buyer,upon reasonable notice,has the right to 1020 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1021 complies with this Contract. 1023 P 19 5. Risk of Loss-GrowingCrops.The risk of loss for damage to growingcrops byfire or other 1023 P 9 oP 1024 casualty will be borne by the party entitled to the growing crops as provided in§2 8 and such party is entitled ID25 to such insurance proceeds or benefits for the growing crops 1026 1027 1028 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL.By signing this Contract, Buyer and Seller 1029 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1030 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1031 1032 this Contract 1033 1034 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1035 1036 in this Contract This means that all dates and deadlines are strict and absolute If any payment due, including 1032 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1038 provided in this Contract or waived,the non-defaulting party has the following remedies. 1040 1040 21.1. If Buyer Is In Default: 1041 ❑ 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 1042 Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller It is agreed that the Earnest 1043 Money is not a penalty,and the Parties agree the amount is fair and reasonable Seller may recover such 1044 1095 additional damages as may be proper Alternatively, Seller may elect to treat this Contract as being in full force 1046 and effect and Seller has the nght to specific performance or damages,or both 1042 21.1.2. Liquidated Damages,Applicable.This§21.1.2 applies unless the box in§21.1.1. 1048 1049 is checked. Seller may cancel this Contract All Earnest Money (whether or not paid by Buyer)will be paid to 1050 CBS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 15 of 19 2112201884824 AM 1051 Seller,and retained by Seller II is agreed that the Earnest Money specified in§4 1 is LIQUIDATED 1052 DAMAGES and not a penalty,which amount the parties agree is fair and reasonable and(except as provided 1053 1054 m§§ 104, 22,23 and 24),said payment of Earnest Money is SELLERS ONLY REMEDY for Buyer's failure to 1055 perform the obligations of this Contract Seller expressly waives the remedies of specific performance and 1055 additional damages 1057 1058 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled in which case all 1059 Earnest Money received hereunder will be returned and Buyer may recover such damages as may be proper 1060 Alternatively, Buyer may elect to treat this Contract as being in hill force and effect and Buyer has the right to 1061 specific performance or damages,or both 1062 1063 1064 22. LEGAL FEES,COST AND EXPENSES.Anything to the contrary herein notwithstanding, in the event 1065 of any arbitration or litigation relating to this Contract, poor to or after Closing Date, the arbitrator or court must 1066 1067 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1068 expenses 1069 1071 23. MEDIATION.If a dispute arises relating to this Contract,(whether prior to or after Closing)and is not 1072 resolved,the parties must first proceed, in good faith,to mediation Mediation is a process in which the parties 1073 meet with an impartial person who helps to resolve the dispute informally and confidentially Mediators cannot 1074 impose binding decisions Before any mediated settlement is binding,the parties to the dispute must agree to 1075 1076 the settlement, in writing The parties will jointly appoint an acceptable mediator and will share equally in the 1077 cost of such mediation The obligation to mediate,unless otherwise agreed, will terminate if the entire dispute 1078 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1079 1080 other at that party's last known address(physical or electronic as provided in§27) Nothing in this Section 1081 prohibits either party from filing a lawsuit and recording a/is pendens affecting the Property, before or after the len date of written notice requesting mediation. This section will not after any date in this Contract, unless 1083 otherwise a reed 1084 9 1085 1086 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1087 release the Earnest Money following receipt of written mutual instructions,signed by both Buyer and Seller, In 1088 1089 the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the 1090 Earnest Money Earnest Money Holder, in its sole subjective discretion,has several options (1)wait for any 1091 proceeding between Buyer and Seller, (2)interplead all parties and deposit Earnest Money into a court of 1092 1093 competent jurisdiction, (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 1094 legal fees incurred with such action),or(3)provide notice to Buyer and Seller that unless Earnest Money 1095 Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the 109 1097 case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the 1098 parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money 1099 Holder does receive a copy of the Lawsuit,and has not interpled the monies at the time of any Order, Earnest 1100 Money Holder must disburse the Earnest Money pursuant to the Order of the Court The parties reaffirm the 1101 1102 obligation of Mediation This Section will survive cancellation or termination of this Contract 1103 1104 25. TERMINATION. 1106 25.1. Right to Terminate. If a partyhas a right to terminate, asprovided in this Contract(Right to 1106 g ( 9 1107 Terminate),the termination is effective upon the other party's receipt of a written notice to terminate(Notice to 1108 Terminate), provided such written notice was received on or before the applicable deadline specified in this 11110 Contract If the Notice to Terminate Is not received on or before the specified deadline,the party with the Right 1111 to Terminate accepts the specified matter,document or condition as satisfactory and waives the Right to 1112 Terminate under such provision. 1113 1114 25.2.Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1115 hereunder wilt be returned and the parties are relieved of all obligations hereunder, subject to§§ 10 4, 22,23 1116 and 24 1117 1118 1119 26. ENTIRE AGREEMENT, MODIFICATION,SURVIVAL;SUCCESSORS.This Contract, its exhibits and 1120 CBS4-6-I5 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 16 of19 2'12/201884824AM 1121 specified addenda,constitute the entire agreement between the parties relating to the subject hereof, and any 1122 poor agreements pertaining thereto,whether oral or written,have been merged and integrated into this 1123 1124 Contract No subsequent modification of any of the terms of this Contract is valid, binding upon the parties or 1175 enforceable unless made in wnting and signed by the parties Any right or obligation in this Contract that, by its 1126 terms, exists or is intended to be performed after termination or Closing survives the same Any successor to a 1128 Partyreceives the predecessor's benefits and obligations of this Contract 1127 9 1129 1130 27. NOTICE, DELIVERY,AND CHOICE OF LAW. 1131 27.1.Physical Delivery and Notice.Any document,or notice to Buyer or Seller must be in venting, 1132 1133 except as provided in§27 2,and is effective when physically received by such party, any individual named in 1134 this Contract to receive documents or notices for such party,the Broker, or Brokerage Firm of Broker working 1135 with such party(except any notice or delivery after Closing must be received by the party, not Broker or 1136 1137 Brokerage Firm) 1137 27.2.Electronic Notice.As an alternative to physical delivery,any notice, may be delivered in 1139 electronic form to Buyer or Seller,any individual named in this Contract to receive documents or notices for 1140 1141 such party,the Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after 1142 Closing must be received by the party,not Broker or Brokerage Firm)at the electronic address of the recipient 1143 by facsimile,email or n/a 1144 114 4 27.3.Electronic Delivery.Electronic Delivery documentsmay by Delive of and notice be delivered (1)email 1146 at the email address of the recipient, (2)a ink or access to a website or server provided the recipient receives 1147 the information necessary to access the documents,or(3)facsimile at the Fax No, of the recipient 1148 274.Choice of Law.This Contract and all disputes ansing hereunder are governed by and construed 1149 1150 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1151 contract in Colorado for real property located in Colorado. 1152 1153 1154 28. NOTICE OF ACCEPTANCE,COUNTERPARTS.This proposal will expire unless accepted in writing, 1155 by Buyer and Seller,as evidenced by their signatures below,and the offering party receives notice of such 1156 acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time If 1158 1158 accepted,this document will become a contract between Seller and Buyer.A copy of this Contract may be 1159 executed by each party, separately, and when each party has executed a copy thereof,such copies taken together are deemed to be a full and complete contract between the parties. 29. GOOD FAITH.Buyer and Seller acknowledge that each party has an obligation to act in good faith including,but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations,Title Insurance,Record Title and Oft-Record Title,New ILC,New Survey and Property Disclosure,Inspection,Indemnity, Insurability,Due Diligence,Buyer Disclosure and Source of Water ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the Colorado Real Estate Commission ) 30.1 Seller will assign all leases and tenancies to the new buyer, with all accounts and assets held by Seller for all tenants'accounts,including damage deposits and pre-paid rent payments. 30.2 Harriett Noyes'lease agreement will be covered by a separate agreement mutually agreeable between the parties. 30.311 there are any outstanding issues not resolved at closing, both parties will agree to resolve said issues by mutual agreement post closing. CBS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 17 of 19 2/12/2018 8 4824AM 30.4 In the event that at any time within five years from date of closing, Pitkin County sells or leases all or any part of the Property for any purpose other than use for Affordable Housing or use for Open Space(and Open Space-related purposes,such as recreational trails, boat ramps, parking for Open Space users, fishing access, and any and all other direct Open-Space-related purposes, Pitkin County shall remit to Seller(and/or Seller's successor(s) in interest),an amount of not less that 50 percent of net proceeds to Pitkin County from any such sale or lease. This provision for a payment of not less than 50 percent of such net proceeds will not apply to de minimus revenue-producing purposes, such as, for example, small concession operations related to either Affordable Housing or Open Space. Nor will this provision apply to non-Affordable Housing and/or non-Open Space use that is directly related to support of Affordable Housing/Open Space use,such as lodging for maintenance and administrative personnel, use of parts of the Property for support operations such as sewage disposal, utility services and other support services for which providers may use and occupy de minimus parts of the Property, This provision will survive the closing. Seller and Seller's successors in interest will maintain notification to Pitkin County for contact with Seller or Sellers successors in interest. Such notification will be to the Office of the County Attorney of Pitkin County. 31. ATTACHMENTS. 31.1.The following attachments are a part of this Contract Residential Addendum Exhibit A Property Description Exhibit B Water Rights Description 31.2.The following disclosure forms are attached but are not a part of this Contract. SIGNATURES Buyer. Date: Board of County Commissioners of Pitkin County, Colorado By , Commissioner [NOTE:If this offer is being countered or rejected,do not sign this document.Refer to 432] 7Yli tt..is - Nrk_tr`�" Date // 4.45 3 d be Seller. Ellamae Phillips Company RLLP. By:Harriett Noyes 32. COUNTER; REJECTION.This offer is D Countered 0 Rejected. Initials only of party(Buyer or Seller)who countered or rejected offer Ellamae Phillips Company RLLP. By:Harriett Noyes END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) CBS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 18 of19 2'12/101884824AM Broker I 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 wntten 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 Holders receipt of the executed wntten mutual instructions.provided the Earnest Money check has cleared Broker is working with Buyer as a 0 Buyer's Agent 0 Seller's Agent ® 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 0 Other. Brokerage Firm's Name Coldwell Banker Mason Morse Real Estate I dei% Date 2/9/2018 Brokers Name' Robert F. Starodoj Address 514 E Hyman Aspen, CO 81611 Ph (970)925-7000 Fax (970)925-7027 Email, star@masonmorse.com 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) 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 Holders receipt of the executed written mutual instructions, provided the Earnest Money check has cleared Broker is working with Seller as a❑Seller's Agent 0 Buyer's Agent IN 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 0 Other Coldwell Banker Mason Morse Brokerage Firm's Name e Coldwell Banker Mason Morse Real Estate Brokers 47/ll�li the Name. /1/ Date, 2/9/2018 Address 514 E Hyman Aspen, CO 81611 Ph' (970)925-7000 Fax (970)925-7027 Email star@masonmorse.com CBS4-6-15. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) C!4 eContracts - ,n?016 CTM Software Corp CBS4-6.I 5 CONTRACT TO BUY AND SELL REAL ESTATE- Land Pagc 19 of 19 2112/2018 8 48 24AM 2 SANIen 0 Co!dwell Banker Mason Morse Real Estate 3 L4304 44ec Robert F. Starodoj 4 _ cuennrz_ Ph: (970)925-7000 Fax: (970)925-7027 5 6 (rue punted portions of this form,except differentiated additions,have been approved by the Colorado Real Estate mission, (RA33-10-12)(Mandatory 1-13) d THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT 10 LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 11 12 RESIDENTIAL ADDENDUM 13 TO CONTRACT TO BUY AND SELL REAL ESTATE 14 15 16 Date 1/2/2018 17 18 1. ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE.This Residential Addendum 19 (Addendum)is made a part of the following contract that is checked: 20 0 Contract to Buy and Sell Real Estate(Land)between Seller and Buyer(Contract) 21 dated 01/02/2018 relating to the sale of the Property,or; zz Contract to Buy and Sell Real Estate(Commercial)between Seller and Buyer(Contract)dated 1a 9/9/2016 relating to the sale of the Property 25 26 known as 3558 Lower River Road, Snowmass, CO 81654 (Property) 27 28 This Addendum shall control in the event of any conflict with the Contract. Except as modified,all other 29 terms and provisions of the Contract shall remain the same.Terms used herein shall have the same 30 meaning as in the Contract 31 32 33 2. PURPOSE AND RESIDENTIAL PROVISIONS. 34 2.1. Purpose of Addendum.The Property contains,in part,one or more residences but the 35 Contract does not contain required provisions that are set forth in this Addendum 36 2.2. Residential Provisions,The Contract shall be amended by the addition of the check-marked 37 provisions in this Addendum 38 El 2.3. New Loan. 39 2.3.1. Buyer to Pay Loan Costs.Buyer,except as provided In§4.4 of the Contract,if 40 41 applicable,shall timely pay Buyer's loan costs, loan discount points, prepaid items and loan origination 42 fees,as required by lender 43 2.3.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate 44 and acceptable to Buyer, including a different loan than initially sought, except as restricted In§4 5 3 or§ 45 30(Additional Provisions)of the Contract 46 2.3.3. Loan Limitations.Buyer may purchase the Property using any of the following types of 47 loan 0 Conventional 0 FHA OVA 0 Bond ❑Other 48 2.3.4. Good Faith Estimate—Monthly Payment and Loan Costs.Buyer is advised to review 49 the terms,conditions and costs of Buyer's New Loan careful) If Buyer is applying for a residential loan, 50 Y y Ys $1 the lender generally must provide Buyer with a good faith estimate of Buyer's closing costs within three 52 days after Buyer completes a loan application Buyer should also obtain an estimate of the amount of 53 Buyer's monthly mortgage payment If the New Loan is unsatisfactory to Buyer, Buyer has the Right to 54 Terminate under§25 1, on or before Loan Objection Deadline(§ 3)of the Contract 55 0 2.4. Appraisal Condition. 56 2.41. Lender Property Requirements. If the lender imposes any requirements or repairs $7 (Requirements)to be made to the Property(e.g , roof repair, repainting), beyond those matters already 58 agreed to by Seller in this Contract Seller has the Right to Terminate under§25 1, (notwithstanding§ 10 59 60 of the Contract),on or before three days following Sellers receipt of the Requirements, based on any RA33-1012 RESIDENTIALADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE Page I of 3 2112/201885257 AM k r unsatisfactory Requirements,on Seller's sole subjective discretion Sellers Right to Terminate in this§ 2 4 1 shall not apply if on or before any termination by Seller pursuant to this§2 4 1 (1)the parties enter 6= into a written agreement regarding the Requirements,or(2)the Requirements have been completed,or 64 (3)the satisfaction of the Requirements is waived in writing by Buyer BS 2.4.2. A raisal Condition.The a 6ti pp pplicable Appraisal provision set forth below shall apply to 67 the respective loan type set forth in§4.5 3 of the Contract, or if a cash transaction, I e no financing.§ 2 4 3 shall apply. 69 2.4.3. Conventional/Other. Buyer has the sole option and election to terminate this Contract 70 d the Property's valuation is less than the Purchase Price determined by an appraiser engaged by buyer 71 The appraisal shall be received by Buyer or Buyers lender on or before Appraisal Deadline(§3),if the 12 Property's valuation is less than the Purchase Price and Sellers receipt of either a copy of such appraisal J3 or written notice from lender that confirms the Pro 74 pertly'=valuation is less than the Purchase Price.This§ 75 2 4 3 is for the sole benefit of Buyer 26 2.4.4. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 77 the Purchaser(Buyer)shall not be obligated to complete the purchase of the Property described herein or 78 to incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the Purchaser(Buyer)has 79 been given in accordance with HUD/FHA or VA requirements a written statement issued by the Federal 80 Housing Commissioner, Department of Veterans Affairs,or a Direct Endorsement lender,setting forth the Si appraised value of the Property of not less than$ The Purchaser(Buyer)shall have the privilege and 82 option of proceeding with the consummation of the Contract without regard to the amount of the appraised 83 84 valuation.The appraised valuation is arrived at to determine the maximum mortgage the Department of e5 Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the 86 Property The Purchaser(Buyer)should satisfy himself/herself that the price and condition of the Property 87 are acceptable, 88 2.4.5. VA. II is expressly agreed that, notwithstanding any other provisions of this Contract, 89 the purchaser(Buyer)shall not Incur any penalty by forfeiture of Earnest Money or otherwise or be 90 obligated to complete the purchase of the Property described herein.if the Contract Purchase Price or cost 91 exceeds the reasonable value of the Property established by the Department of Veterans Affairs The 92 purchaser(Buyer)shall,however,have the privilege and option of proceeding with the consummation of 93 94 this Contract without regard to the amount of the reasonable value established by the Department of 95 Veterans Affairs 96 Note: If FHA or VA Appraisal is checked,the Appraisal Deadline(§ 3)does not apply to FHA or VA 97 Earanteed loans. 98 2.5. Source of Potable Water(Residential Land and Residential Improvements Only). 99 Buyer 0 Does® Does Not acknowledge receipt of a copy of Sellers Property Disclosure or Source of too Water Addendum disclosing the source of potable water for the Property Buyer 0 Does® Does Not acknowledge receipt of a copy of the current well permit 0 There is No Well Note to Buyer:SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. O 2.6. Carbon Monoxide Alarms. Note:If the improvements on the Property have a fuel-fired heater or appliance,a fireplace,or an attached garage and include one or more rooms lawfully used for sleeping purposes(Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code ® 2.7. Lead-Based Paint. Unless exempt, if the improvements on the Property include one or more residential dwellings for which a building permit was issued prior to January 1, 1978, this Contract shall be void unless(1)a completed Lead-Based Paint Disclosure(Sales)form is signed by Seller, the required real estate licensees and Buyer, and (2)Seller receives the completed and fully executed form prior to the time when the Contract is signed by all parties Buyer acknowledges timely receipt of a completed Lead-Based Paint Disclosure(Sales)form signed by Seller and the real estate licensees RA33-10-12 RESIDENTIAL ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE Page 2 of 3 2/121201885257AM -131 2.8. Methamphetamine Disclosure. if Seller knows that methamphetamine was ever _-- manufactured, processed,cooked,disposed of, used or stored at the Property, Seller is required to d‘scbse such fact No disclosure is regwred if the Property was remediated m accordance with state standards and other requirements are fulfilled pursuant to§25-18 5-102, C R S Buyer further acknowledges that Buyer has the right to engage a certdled hygienist or industrial hygienist to test whether the Property has ever been used as a methamphetamine laboratory Buyer has the Right to Terminate under§25 1,upon Sellers receipt of Buyers written notice to terminate,notwithstanding any other provision of the Contract,based on Buyers lest results that indicate the Property has been contaminated with methamphetamine,but has not 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, Buyer shall promptly give wrdten notice to Seller of the results of the test 0 2S. COLORADO FORECLOSURE PROTECTION ACT. The Colorado Foreclosure Protection Act (Act)generally applies if (1)the Property is residential, (2)Seller resides in the Property as Seller's principal residence.(3)Buyers purpose in purchase of the Property is not to use the Property as Buyer's personal residence, (4)the Property is in foreclosure or Buyer has notice that any loan secured by the Property is at least thirty days delinquent or in default If the transaction is a Shod Sale Transaction and a Short Sale Addendum is part of this Contract,the Act does not apply Each party is further advised to consult an attorney. D 2.10. Home Warranty, Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions Buyer _. Date __„_--- Buyer , Date' Date. It 1..2Jot S Seller EOamae Phillips Co pany PUP. ""-`---(-= By:Harriett Noyes Seller. Date- RA33-10-12. RESIDENTIAL ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE CTM eConte cts- ®2016 CIM Software Corp. RA33-10-11 RESIDE.NTIAI.ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE Page 3 of 3 2f122018852 al AM EXHIBIT "A" LEGAL DESCRIPTION Lots four and five and the West half of the Southeast quarter of the Northwest quarter of the Southwest quarter of Section 31 in Township 8 South of Range 85 West of the Sixth Principal Meridian EXCEPTING THEREFROM,that tract of and conveyed in Warranty Deed recorded April 5, 1968 in Book 234 at Page 280 described as follows A tract of land situated in Lon 4 of Section 31,Township 8 South Range 85 West of the 6th Principal Meridian,tying Westerly of the center fine of the Roanng Fork River,Easterly of the Westerly line of said Section 31 and Northerly of the Southerly line of said Section 31, described as follows Beginning at an iron post with a brass cap properly marked for the Southwest Corner of said Section 31,thence N 00"04'W 1197.67 feet along the Westerly line of said Section 31,thence S 89°41'E 151.90 feet to a point In the center of said river,thence S. 17°0657"W 33925 feet along the center line of said over,thence S.12°201 227.18 feet along the center line of said river,thence S.45°56'E 350.40 feet along the center line of said river,thence S.44916'E 57411 feet along the center line of said river to it's intersection with the Southerly line of said Section 31;thence N.89°41W 751.70 feet along the Southerly line of said Section 31 to the Southwest corner thereof,the point of beginning,containing 7.58 acres, more or less_ ALSOEXCEPTING THEREFROM,the permanent easement PE-226 Rev acquired by the Department of Transportation, State of Colorado in Rule and Order recorded May 18,2001 as Reception No.454572 described as follows A tractor parcel of land No, PE-226 Rev.of the Department of Transportation,State of Colorado,Project No. NH 0821-051 Unit 2 containing 0.600 acres, more or less,being a part of Section 31,Township S South, Range 85 West,of the Sixth Principal Meridian,in Pitkin County,Colorado,said tract or parcel being more particularly described as follows: Beginning at a point on the Easterly R.F.R.H.A.Right of Way line as recorded in the Pitkin County records,from which the Southwest corner of said Section 31, bears South 05°53'23"W, a distance of 2046.08 feet; Thence along said Easterly Right of Way line,S.43°44'37"E,a distance of 185.24 feet, Thence N 75°48'30"W,a distance of 42.13 feel, Thence N.46°05'37"W,a distance of 168-55 feel; Thence N.34°48'18"W,a distance of 151.22 feet, Thence N.09°57'25"W,a distance of 151.90 feet, Thence N.06°0842"E,a distance of 168.87 feet; Thence N. 02°58'47"E,a distance of 177.76 feet to the East-West centerline of said Section 31; Thence S.88°54'38"E,along said East-West centerline,a distance of 17.19 feet to the existing Southwesterly Right of Way line of Lower River Road; Thence along said Southwesterly line,S.00°39'10'W,a distance of 106.06 feet; Thence continuing along said Southwesterly tine,S.01°1150"E,a distance of 65.53 feet; Thence continuing along said Southwesterly line,S. 03°02'50"E,a distance of 6324 feet to a point of curvature, Thence continuing along said Southwesterly line,and along the arc of said curve to the right with a radius of 585 00 feet,a central angle of 10"54'15",an arc length of 411.33 feet and a chord which bears South 02"24'l81W,a distance of 111 17 feet to a point of reverse curvature, Thence continuing along said Southwesterly line,and along the arc of said reverse curve to the left with a radius of 195.00 feet,a central angle of 36°34'55",an arc length of 124 50 feet and a chord which bears South 10°2602"E,a distance of 122.40 feet, Thence continuing along said Southwesterly fine,S 28.4329E,a distance of 121.24 feet to a point of curvature, Thence continuing along said Southwesterly line,and along the arc of said curve to the left with a radius of 1015.00 feet,a central angle of 02°3633",an arc length of 45 93 feet and a chord which bears S.30°01'16"E,a distance of 45 92 feet to the POINT OF BEGINNING Containing 26,124 square feet(0600 acres},more or less ALSO EXCEPTING THEREFROM,that parcel of land located in Section 31 Township 8 Range 85 West of the 6th Principal Meridian conveyed to Roanng Fork Transportation Authority in Ouit Claim Deed recorded September 27,2002 as Reception No 472733 and as shown in Railroad Right-of Way Survey, Hates Segment recorded December 16,2008 in Platt Book 89 at Page 98 EXHIBIT"B" to Contract to Buy and Sell Real Estate between the Board of County Commissioners of Pitkin County,Colorado and Ellamae Phillips, LLP WATER RIGHTS All ditches,headgates,springs,reservoirs, water allotments,water shares and stock certificates. contracts,wells,easements and rights of way associated therewith,wells,pipes,ditches,permits and applications belonging to,used upon or in connection with any of said lands described in this Contract,and particularly: • 1.00 cubic foot of water per second of time in Priority 372 adjudicated to the Eli Cerise Ditch No. 179 by the District Court of Garfield County,Colorado,in and for Water District No. 38,as set forth in Book 185 at Page 79 in the records of the Pitkin County Clerk and Recorder or equivalent shares; • Phillips No. I Well,adjudicated in the District Court of Garfield County,Colorado for Water Division 5 under Case No. W-1190 and registered under Permit No. 167107; • Phillips Trailer Court No. 1 Well,adjudicated in the District Court of Garfield County, Colorado for Water Division 5 under Case No. W-1192 and registered under Permit No. 041734-F; • Phillips Cabins and Phillips Trailer Court Spring No. I.adjudicated in the District Court of Garfield County,Colorado for Water Division 5 under Case No. W-1191 and registered under Permit No. 041735-F; • Phillips Lower Spring No.2,adjudicated in the District Court of Garfield County, Colorado for Water Division 5 under Case No. W-1189, • Phillips Upper Spring No. 1,adjudicated in the District Court of Garfield County, Colorado for Water Division 5 under Case No. W-1193; • .5 cubic foot of water per second of tune in the Last Chance Ditch No.216 or equivalent shares; • Any other appurtenant water rights as may exist.