Loading...
HomeMy WebLinkAboutbocc.ord.001.2018 CONTRACT # ]. G1 $ AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN('rUN`::st 1 COUNTY,COLORADO,AUTHORIZING ACQUISITION OF SEWELL TRACT 116. ORDINANCE NO. 667- 615- RECITALS: I Pursuant to 30-35-301 C.R.S.,the Board of County Commissioners("BOCC")of Home Rule Counties is authorized to make and publish ordinances for carrying into effect or discharging the powers and duties conferred upon such counties by law and as seems necessary 2. Pursuant to Section 2,81 of the Home Rule Charter, the BOCC is authorized to take official action by Ordinance for certain matters where action is prescribed pursuant to the Colorado Revised Statues as amended. 3. The Voters of Pitkin County and the Pitkin County Commissioners established an Open Space and Trails Fund for the purposes of preserving and providing open space and trails resources, and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds. 4. The Open Space and Trails Program is charged with preserving open space lands and protecting historical routes of egress to the same. 5. Sewell Tract 116(Sewell Parcel)owned by Jason It Sewell,of approximately 1.6 acres(the "Property")possesses scenic,wildlife,and recreational values. 6. 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 upon adoption. 7. The Pitkin County Open Space and Trails Board recommended that the BOCC approve the proposed Contract and Ordinance. 8. The Chair orChair's desigmee shall be authorized to sign the documents necessary to complete this transaction in substantially that form approved by the County Attorney. 11IW4RY!/101111 RECEPTIONe. 045117, R:$0.00,D:tin CO CODE:CODE:ORDINANCE Pg 1 of 3,02/14/2018 at 70:34:05 AM Janice K.Vos Cauelll,Pitkin County,CO RECEPTION*645117,02/1412018 at 10:31 05 AM, Pgs 2 of 3,Janice K Vas Caudill, Pitkin County, CO NOW THEREFORE,BE IT ORDAMNED by the Hoard of County Commissioners of Pitkin County,Colorado that it hereby adopts an Ordinance Authorizing Acquisition of the Sewell Tract 116 parcel and authorizes the Chair or the Chair's designee to sign the Ordinance and upon the satisfaction of the County Attorney as to form,execute any other associated documents necessary to complete this matter. Further,that the Chair or the Chair's designee shall be authorized to: I. Approve an expenditure of up to $170,000 for the Sewell Parcel (approximately 1.6 acres)and transaction costs up to$10,000 00 2, Execute the acceptance of the deed of conveyance upon approval of the form by the County Attorney. 3 Execute other documents as necessary to complete the transaction upon approval of the form by the County Attorney 4. That adjustments be made to the year 2017 budget as follows: OPEN SPACE AND TRAILS FUN!) Previous This Rewind Project Budget Change Budget Sewell Tract 116 Acquisition Acquisition Cost $0 Si 70,00000 $170,000.00 Estimated Transaction Costs $0 $ 10,000 OD $ 10,000 00 Total Expenditure SO 5180,000.00 SISO,o00.00 Signatures on next page RECEPTION#:645117,021141201 9 at 10'31'05 AM, Pgs 3 of 3,Janice K Von Cauenl,Pitkin County,CO INTRODUCED AND FIRST READ ON THE 20n DAY OF DECEMBER, 2017 AND SET FOR SECOND READING AND PUBLIC HEARING ON 1 HE 10" DAY OF JANUARY, 2018 NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORD ANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE c/t/ DAY OF ,2017. — NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE ICIAL PITKIN COUNTY WEBSITE ; )yew pilkintxnm;v.com ) ON THE 1-14 DAY OF 1 /4 1,..W'of y 2017. AU{O, PTED AFTER FINAL READING AND PUBLIC HEARING ON THE LC_DAY OF _�Jsrll llJd 2018. PUBLISHED BY TITLE AND SHORT SUMM{LRY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 1__DAY OF (Y_5b✓0 v.j_ _201R. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFjjCIAL PITKIN COUNTY WEBSITE(www.PitkincoumnLroln)ON THEInk- DAY OF 1NlJlty „2018 ATTEST; BOARD OF COUNTY COMMISSIONERS B J By _ yf.'��° Jones Pan i Clapper, Chair Dep ty County Clerk ' Date: 0 I- 1'1• ?cif APPROVED AS TO FORM. MANAGER APPROVAL Jo ,County : cy Jon P,cock, County Manager ilk Ga Te n"rum, Director Open Space& Trails CONTRACT # O , 3. anis I 2 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate 3 Commission.(AE41-5-09)(Mandatory 7-09) 4 S THIS FORM HAS LWORTANT LEGAL CONSEQUENCES AND THY PAR TYS SHOULD CONSULT LEGAL AN TAX OR OTHER 6 COUNSEL BEFORE SIGNING. 7 AGREEMENT TO AMEND/EXTEND CONTRACT 8 Date:December 4,2017 9 10 1. This agreement amends the contact dated 10.25.17&Counterproposal thereto dated 10.30.17(Contract),between 11 JRS Holdings.LLC(Seller),and Board of County Commissioners of Pitkin County (Buyer),relating to the sale and 12 purchase of the following legally dmmbed real estate in the County of Pitkin,Colorado:Lower Sewell Tracts' Lot 116 13 (mown as No. TBD South Bill Creek Road Carbondale CO 81623, (Property) Street Address City State Zip 14 ]NOTE:If any item is left blank or the term"No Change"is Inserted,it means no change. The abbreviation"N/A"or 15 the word"Deleted"means not applicable and when inserted on any line in Dates and Deadlines(§2.3)means that the 16 corresponding provision of the Contract to which reference is made is deleted.] 17 18 2, §2.3. DATES AND DEADLINRS. [NOTE:This table may be deleted if inspphcable.] 19 _ fp�� $ee`rmce.: Event Date or.Deadtne I §4,Z.1 __1 Alternative gamest Money Deadline No Change • 2 _I §5.1 __I Loan Application Deadline N/A 7 __ §5 2 _ Loan Conditions Deadline N/A 4 _ I §53____I_ s Credit Information Deadline I N/A _5 §5.3 _f Disapproval of Buyer's Credit Information Deadline N/A J 6 _ ( §5.4 I Existing Loan Documents Deadline N/A I 7 §5 4 Existing Loan Documents Objection Deadline 1 N/A 8 §5.4 Loan Transfer Approval Deadline `N/A I 9 _ I_§62.2 14ppmisal Deadline IL N/A 10 J §6.2.2 Appraisal_Objection Deadline I N/A 11 __ §7-) I Title Deadline i No Change L 12 17/ Document Request Deadline ; No Change I 13 __ J §7.3 Survc Deadline 1 No Change , 14 ___i[§7.4.4.1 I CIC Documents Dcadhnc 11 N/A IS_ I §7.4.5 • CIC Documents Objection Deadline I N/A 16 JL§8.1 ,_ J_Title Objection Deadline I No Change 17 _ §8.2 I Off-Record Matters Deadline ' No Change J 18 1 §8 2 1 Off-Record Matters Objection Deadline ' No Change 19 11 §83.2 SurveyO jection Deadline ! No Change I 20_ X8.6 Right Of First Refusal Deadline ' N/A 21 §10 1 Seller's Property Disclosure Deadline I No Change 22 _ §10.2 In peehon Objection Deadline _ _ _. _] No Change _ 23 110.3 j[lnipeeden Resolution Deadline _ _ _ILNo Change 24 § 10 5 Property Insurance Objection Deadline No Change 25 lb 12_____ Closing Date____ ___ — _it No Change_ _ 1I26 11 §17 Possession Data !INo Change _ ,yaa� _ .-- ga'p' am van .Lminolcwp rrrints00i-2009 Initials a "*�>er AGlsmAenmeena AmaeLG�c.d CN+rtn ILMa7 it 133PM Pear I of] - — i I drmito (nefereatt 1 Event - I nate erne:WING 27 ][4 17 _ _-.I PouwionT n ( No Change --_—.— 'I 28 Li 10.6_ f Due Dilha_ence Documents Delivery Deadline No Change 129 'I §10_6 __I Due Diligence Documents 0480c69n Deadline _No Change i� -,I §10.6 i Due Di!ence Documents Resoluuoai j No Change I d I I I _ 20 —_- 21 3. Other dales or deadlines set forth in the Contract shall be changed as follows. 22 Addendum 1 to Contract 12,shall be amended to read: 23 24 County Approval.Notwithstanding the signature hereto by the Open Space and Traits Acquisitions Director 25 recommending approval,the obligation of Buyer to perform hereunder Is expressly conditioned upon the 26 adoption by the BOCC of an ordinance authorizing the acquisition of the Property by Buyer pursuant to this 27 Contract. In the event such ordnance is not duly adopted by the BOCC within sbdy(60)days Sowing the date 28 of signature of Seller on this Agreement to Amend/Extend or any extension thereof as the parties may,in writing, 29 agree,either Seder or Buyer may,upon written notice to the other,terminate the offer to Contract whereupon 30 Buyer shal be entkled to a prompt return of all Earnest Money paid. In the event such ordinance is timely 31 adopted,Buyer shall,at the request of Seller,re-execute this Contract by signature of the BOCC Chair or the 32 Chairs designee. The term"MEC,as used in this Contract,shall be the date of signature by both the Seller and 33 the BOCC Chair of the Board(or designee),whichever is latest In the event the terms of the ordinance are 34 different from this Contract.the terms of the ordinance shall control and become Incorporated into this Contract 35 36 4. Additional amendments: 37 §30 of the Contract shall be amended to Include the fofllowing language: 38 The County end Seller agree that the conveyance of Tract 116 to the County shall not be accompanied by a grant 39 of easement for public access Neither will the conveyance limit any existing rights of public access that the 40 County may have or may otherwise establish. Public Improvements such as public parking or treilheed facilities 41 will not be placed on Tract 116 unless a Management Plan is first duly adopted in accordance with all applicable 42 County regulations and policies,including,but not limited to,Open Space Support Policy it1 (Openness)and 43 Stewardship Policies 1 (Management Plans),2(Improvements)and 3(Neighborliness) The deed from Seller to 44 the County shall contain a restrictive covenant establishing this Management Plan requirement for public 45 improvements to the Property and shall constitute a covenant that runs with the land. 46 47 All other tams and conditions of the Contract shall remain the same If any term or provision of the Contract conflicts with this 48 Agreement to Amend/Extend,the terms of this Agreement to Amend/Extend shall control and prevail. 49 This proposal shall expire unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering part to this document receives notice of such acceptance on or before December 5,2017 50 Dare. Q1-kL _d&19 Date: December 4,2017 Board of County Commissioners of Buyer's Name' Pitkin County Buyer's Name Ptddn Cuuury OST(recommended by) 51 / ;II I 52 461.tel.— CV/A..f(IPA. NN .. Buyers Signature Chair Dal Buyer s Signature Director of Acquisitions 53 eek 1 ck.pp<h. 54 17 -S- v-4- --- Seller's -` Date: Date: — Seller's Name. JRS Holdings,LLC Seller's Name: -- 55 sn 7AcSoa4 SE'6.;E-t— tt eke A4pa - - N_Nycacghact-cun CopyngAli 2O0e1 Nava' INF" cetnane'r A&t-509Agnemw so AmaNEawA foment 1204/17 e1133 PM Page 2 of3 coL Co!dwell Banker Mason Morse 385 Redstone Blvd. Redstone, CO 81623 MN IMMI CE ESTATE Chris Lawrence Broker Associate chnslawrence@masonmorse.com Ph: 970-963-1061 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission (CP40-6-15)(Mandatory 1-16) 2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 3 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 4 5 COUNTERPROPOSAL 6 Date. 10/27/2017 2 8 1. This Counterproposal supersedes and replaces any previous counterproposal.This 9 Counterproposal amends the proposed contract dated 10/25/2017 (Contract),between JRS Holdings LLC(Seller),and Board of County Commissioners of Pitkin County(Buyer),relating 10 to the sale and purchase of the following legally described real estate in the County of Pitkin,Colorado 11 Lower Sewell Tracts Lot: 116 12 known as No Tbd S Bill Creek Road, Carbondale, CO 81623(Property). 13 NOTE: If the table Is omitted,or if any item is left blank or is marked In the"No Change"column, it 14 means no change to the corresponding provision of the Contract.If any item Is marked in the"Deleted" column, it means that the corresponding provision of the Contract to which reference Is made is deleted. 15 16 2. 33. DATES AND DEADLINES. [Omitted as inapplicable] 17 19 3. 34.PURCHASE PRICE AND TERMS. [Omitted as inapplicable] 19 zo 4. ATTACHMENTS.The following are a pad of this Counterproposal. 21 no change 22 Note: The following disclosure forms are attached but are not a part of this Counterproposal 23 no change 24 25 5. OTHER CHANGES. As per Section 2.3. Seller shall changed from Jason R. Sewell to JRS Holdings LLC. As per Section 2.4. Legal Address shall be Lower Sewell Tract Lot 116 with a street address known as TBD S. Bill Creek Road, Carbondale, Colorado, 81623. 26 As per Section 2.7.2. Other Rights Pertaining to Water. The box shall be unchecked. There are no deeded water rights appurtenant to the property. As per Section 2.7.3. Well Rights. The Well Permit#is 306340. As per Section 3.36. Closing date shall be 50 days from MEC. 27 6. ACCEPTANCE DEADLINE.This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party to this document receives notice 28 of such acceptance on or before Monday October 30, 2017 Date Time CP 40-6-15 COUNTERPROPOSAL Page I o(22 II 9201795900 AM Initials 29 II accepted,the Contract,as amended by this Counterproposal,will become a contract between Seller and 30 Buyer All other terms and condftrons of the Contract remain the same. 31 Ara. set rens 32 Date, 10/27/2017 Seller JRS Holdings LLC By:Jason Sewell, , Trustee Address' 33 34 Seller Dale 35 Address: 36 �aee WP' Opea is/ace 17efaktro4r D Date; 1030/2017 37 Buyer. Board of County Commissioners of Pitkin County By:Date Will, Open Space Acquisitions D Address' 38 (n�d� ""` p, Date, Ot-11-3010' 39 Buyer Board of County Commissioners of Rifkin County By:antrareewn, ChairBOCC Address. U41 Cuter Note: When this Counterproposal form is used,the Contract is not to be signed by the party initiating this 40 Counterproposal.Brokers must complete and sign the Brokers Acknowledgments and Compensation Disclosure portion of the Centred. CP40-6-15. COUNTERPROPOSAL CP 40.6-16 COUNTERPROPOSAL Par 2 n12 1 t 9 2017 9 59 00 AM Initials I Ttw printed portions of thisfano,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 (CBS4-6-15)(Mandatory 716) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES MOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 9 e Property with No Residences) Io (property with Residences-Residential Addendum Attached) 12 12 Date: 10-25-17 13 AGREEMENT • 14 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell,the Properly described below on the terms and conditions set • IS forth in this contract(Contract). 16 2. PARTIES AND PROPERTY. 17 2.1. Buyer. Buyer, Board of County Conmblanrs of Pain County 18 will take title to the Property described below as []Joist Tenants LI Tenants In Common [ Other 19 2.2. No Assignability. This Contract Is Nat assignable by Buyer unless otherwise specified in Additional Provisions. 20 21 2.3. Seller. Seller, down R.Bowel is 22 the eluent owner of the Property described below. 23 2.4. Property. TheProperty is the following legally described real estate in the County of Pllklo ,Colorado. zsa parcel of approximately 1.6 acres 26 27 28 29 known as No, Laxer Sewell Tract 116 • 30 Street Address City Slats Zip 31 together with the interests,easements,rights,benefits,improvements and attached fixtures appurtenant thereto,and all interest of 32 Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property). 33 34 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 35 2.5.1. Inclusions. The following items,whether fixtures or personal property,are included in the Purchase Price 36 unless excluded under Exclusions 37 38 na 39 40 41 42 If any additional items are attached to the Property ager the date of this Contract,such additional items are also included in the 43 Purchase Price. 44 2.5.2. Personal Property.Conveyance. Any personal property must be conveyed at Closing by Seller free and Ili 45 clear of all taxes(except personal property taxes for the year of Closing),liens and encumbrances,except le 46 Conveyance of all personal property will be by bill of sale or other applicable legal instrument 47 48 2.6. Exclusions. The following items are excluded(Exclusions). 49 na 50 51 52 53 CB544.S. CONTRACT TO BIN AND SKIL REAL ESTATP.(LAND) Pagel of 17 I, 54 2.7. Water Rights,Well Rights,Water and Sewer Taps. 55 n 2.7.1. Deeded Water Rights. The following legally deem-Med water rights: 56 57 , 58 Any deeded water rights will be conveyed by a good and sufficient deed at Closing. 59 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in§§2.7.1,2.7 3, 60 2. .4 and 2.7.5,will be transferred to Buyer at Closing 61 All water right appurtenant 62 � • 63 Irl 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well.Buyer understands that Capacity if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well," used for ordinary household 65 purposes,Buyer must,prior to or at Closing,complete a Change in Ownership form for the well.If an existing well has not been 66 registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division). Buyer must 67 complete a registration of existing well form for the well and pay the cost of registration.If no person will be providing a closing 68 service m connection with the transaction,Buyer must file the form with the Division within sixty days after Closing.The Well 69 rInitgia . 70 2.7.4. Water Stock Certifkate.. The water stock certificates to be transferred at Closing arc as follows: 71 72 73 2.75. Water and Sewer Taps.The parties agree that water and sewer taps listed below for the Property are being 74 conveyed as part of the Purchase Price as follows. 75 76 77 78 79 80 R any water or sewer taps are included in the sale, Buyer is advised to obtain,from the provider,written confirmation of SI the amount remaining to be paid,if any,lime and other restrictions for transfer and use of the taps. 82 2.7.6. Conveyance. If Buyer is to receive any rights to water purulent to§2.7.2(Other Rights Relating to Water), 83 § 2.73 (Well Rights), or § 27.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the 84 applicable legal instrument at Closing. 85 2.8. Growing Craps. With respect to growing crops,Seller and Buyer agree as follows: 86 87 88 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline 1 1=43 Alternative Earnest Money Deadline 34ay'amn anrr approval as p&AatMimm oat Title 2 §8.1 Record Title Deadline 14 days from MEC 3 §8.2 Record Tide Objection Deadline 15 daysaom MEC 4 §8.3 OH-Record Title Deadl a ii days Irani NEC 5 §.8.3 _ Off-Record Title Objection Deadline 35daw from MEC --_- 6 §8.4 _ Title Resolution Deadline 40 dmtmmMEC 7 §8.6 Right of First Refusal Deadlinenes _ Owners'Association 8 §73 _ Association Documents Deadline no 9 L7.4 _ Association Documents Objection Deadline _ _ na Seller's Properly Disclosure 10 § 101 Seller's Property Disclosure Deadline _ 14 dap ram MEC _ Loan and Credit 11 §5,1 _ Loan Application Deadline nu 12 j52 Loan Objection Deadline nn 13 §5.3 Buyer's Credit Information Deadline na 14 15.3 Disapproval of Buyer's Credit Information Deadline nes 15 §5.4 Existing Loan Documents Deadline ac _ `I 16 §5 4 _ Existing Loan Documents Objection Deadline no _ C1184-6-15. CONTRACTTOBUY AND SELL REAL MATS(LAND) Page 2 on./ 17 i5.4 Loan Transfer Approval Deadline ea IS , §4.7 Seller or Private Financing Deadlinema ---- '- Appraisal — — _ 19 §6.2 Appraisal Deadline -_, �— _ 20 §6.2 Appraisal Objection Dcadliac ,. ___ 2i ^ _ §62 ... Appraisal Resolution Deadline its Survey 22_1. §9,1 New ILC or New Survey Deadline 24dryv tram MEC _ 27 §9.3 New ILC or New Survey Objection Deadline _ samasaveact — 24 r §94 New!LC or New Survey Resolution Deadline adep.waarec Inspection and Due Diligence 2,5 §10.3 Inspection Objection Deadline ss __ Objection —._..._ aims al 26 §10.3 Inspection Resolution Deadline mass eras sac ..'- 27 §10.5 Property Insurance Objection Deadline s.aapmmMac s ---�— '_ 28 §10,6 Due Diligence Documents Delivery Deadline 14 sen rmmwc 29 §10.6 Due Diligence Dominants Objection Deadline radsfa as fs -- . 30 §10.6Due Diligence Documents Resolution Deadline mdays am nMEC ^" 31 §10.6 Environmental Inspection Objection Deadline as 32 ¢10.6 ADA Evaluation Objection Deadline ea _ 33 §10.7 Conditional Sale Deadline aTenant ---- ..�. _._ 34 ¢It.tTenantEstoppel Statements Deadline as 3$ ¢11.2 Tenant Estoppel Statements Objection Deadline se Closing end Possession _ 36 §12.3 Chaim;Date asdatSka,, tEC 37 _ §17 Possession Date .—_ evwdary �— 38 r §17 Possession Tinto .. —_— este, _ 39 _ §2$ Acceptance Deadline Date 5dip alterdaerro aor 40 §28 Acceptance Deadline Time —^ sem — 89 3.1. AppEcabIlty of Terms. Any box checked in this Contract means the corresponding provision applies Any box, 90 blank or line in this Contract left blank or completed with the abbreviation"N/A".or the word"Deleted"means such provision, 91 including any deadline,is not applicable and the coneepondlog provision.of this Coniine(to which reference is made is deleted.If 92 no box is checked in a provision that contains a selection of"None",such provision means that"None"applies 93 The abbreviation"MEC"(mutual execution nfthis Contract)means the date upon which both patties have signed this Contract. 94 95 4. PURCHASE PRICE AND TERMS. 96 4.1. Prim and Terms. The Purchase Price set forth below is payable in l I.S.Dollars by Buyer as follows Item No. Reference Rem _ _ Amount Amount 1 §4.1 Purchase Puce $ nnam 2_ : 4.3 Earnest Money _ _ $ mom ---_ in 3 § 4.5 New Loan = ., _ - �' $ • 4 §4.6 Assumption Ethane $ - .___... 5 §4.7 Private Financing _ - $ _ 6 4§ 7 Sella Finuamng $ li 8 II 9 :4.4 (:ash at closing _^_ ---` $ !same 10 T0TOTAL $ VIM $ Mato — 97 4.2. Seger Concession. At Closing, Sella wilt credit to Buyer Sou , (Sella Concession). The Seller 98 Concession may be used for any Buyer fee,cost,charge or expenditure to the extent the amount is allowed by the Buyer's tender 99 and is included in the Closing Statement or Closing Disclosure,at Closing. Examples of allowable items to be paid for by the 100 Seller Concession include,but are not limited to:Buyer's closing costs,loan discount points,loan origination fees,prepaid items 101 and any other fee,cost,charge,exp ,se or expenditure.Seller Concession is in addition to any sum Seller has agreed to pay or 102 credit Buyer elsewhere in this Contract. CI184.615. CONTRACT TODAY AND SELL REAL ESTATE(LAND) Peri of17 103 43. Eared Money. The Earnest Money set forth in this section,in tie form of a Was wasa ,will be 104 payable to and held bytes Tieeuawte (Earnest Money Holder),inns bust account,on behalf of 105 both Seller and Buyer. ma Earned Money deposit must be tendered, by Buyer,with this Contract unless fie parties mutually 106 agree to an Alternative Earnest Money Deadline for its payment.The parties authorize delivery of the Earnest Money deposit to 107 the company conducting the Closing(Closing Company), if any,at or before Closing.In the event Earnest Money Holder has log agreed to have interest an Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing 109 to Colorado residents,Seller and Buyer acknowledge and agree that any in0aest seeming on the Panned Money deposited with the 110 Earnest Money Holder in this transaction will be transferred to such fund III 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money,if other than at the 112 time of tender of gds Contract,is as set forth as the Alternative Earnest Money Deadline. 113 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates,Buyer is entitled to 114 the rerun of Earnest Money as provided in this Contract If this Contract is terminated as set forth in§25 and,except as provided ' 115 in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate,Seller agrees to execute 116 and return to Buyer or Broker working with Buyer,written mutual instructions(e.g.,Earnest Money Release form), within three 117 days of Seller's receipt of such form. 118 4.4. Form of Funds;Time of Payment;Available Funds. 119 4.4.1. Good Fonds. All amounts payable by the parties at Closing,including any loan proceeds,Cash at Closing 120 and closing ash,must be in funds that comply with all applicable Colorado laws, including electronic.transfer funds,certified 121 check,savings and loan teller's check and cashier's check(Good Funds). , 122 4.4.2. Time of Payment;Available Funds. All finds,including the Purchase Pnce to be paid by Buyer,must be 123 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 124 Closing OR SUCHAOrNPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this 125 Contract,ID Does Does Not have funds that are immediately verifiable and available in an amount not less than the amount 126 staled as Cash at Closing in§4.1. 127 4.5. New Loan. ' 128 45.1. Buyer to Pay Loan Costs. Buyer,except as provided in§4.2,if applicable,must timely pay Buyer's loan . 129 costs,loan discountpoints,Prepaid items and loan origination fees,as required by lender. 130 45.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to . 131 Buyer,including a different loan than initially sought,except as restricted in§4.53 or§30(Additional Provisions). 132 45.3. Loan Limitations. Buyer may purchase the Pointy using any of the following types of loans: 133 ❑Conventional❑Other❑ 134 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption 135 Balance set forth is §4 1, presently payable at $ ____- per including. rneipal and interest I__I 136 resently at the rale of %per annum,and also including escrow for the following as indicated: Real Estate Taxes 137 u Property Insurance Premium and 0 j 138 Buyer agrees to pay a loan transfer fee not to exceed$ .At the time of assumption,the new interest rate will 139 not exceed %per annum and the new payment will not exceed$ per principal and j 140 interest,plus escrow,if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, i 141 which causes the amount of cash required from Buyer at Closing to be increased by more than$ ,then Buyer has 142 the Right to Terminate under§25.1,on or before Closing Date,based on the reduced amount of the actual pnnapal balance. 143 Seller❑Will ❑WIB Not be released from liability on said loan. If applicable,compliance with the requirements for , 144 release from liability will be evidenced by delivery ❑on or before Loan Transfer Approval Deadline ❑at Closing of an 145 appropriate letter ofcomm fitment from lender.Any cost payable for release of liability will be paid by • 146 in an amount not to exceed S 147 4.7. Seller or Private Financing. 148 WARNING: Unless the transaction n exempt, federal and state laws impose licensing, other requirements and restrictions on 149 sellers and private financiers.Contract provisions on financing and financing documents,unless exempt,should be prepared by a 150 licensed Colorado attorney or licensed mortgage loan originator.Brokers should not prepare or advise the parfiea on the specifics 151 of financing,including whether or not a party is exempt from the low. 152 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing,❑ 153 Buyer❑Seller will deliver the proposed Seller financing documents to the other party on or before days before 154 Seller or Private Financing Deadline. 155 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing,this Contract is conditional upon 156 Seller determining whether such financing is satisfactory to the Seller,including its payments,interest rat; terms,conditions,cost 157 and compliance with the law.Seller has the Right to Terminate under§25.1,on or before Seller or Private Financing Deadline, 158 of such Seller financing is not satisfactory to the Seller,in Seller's sole subjective discretion. 159 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Puree with Seller or private 160 financing,this Contract is conditional upon Buyer determining whether such financing is satisfactory to the Buyer,including its 161 availability,payments,interest rate,terms,conditions and cost. Buyer has the Right to Terminate under§25.1,on or before Seller CBS4-6-15. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 4 of ti 162 or Private Financing Mordant, if such Seller or private fmaocing is not satisfactory to Buyer, in Buyer's sole subjective 163 discretion. 164 TRANSACTION PROVISIONS 1 . 65 5. FINANCING CONDITIONS AND OBLIGATIONS 66 Si. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new locos(New 67 Loan),or Wan existing loan is not to be released at Closing,Buyer,if required by such lender,mud make an application verifiable 68 by such lewder,on or before Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. 69 5.2. Loan Objection. If Buyer is to pay all or pad of the Purchase Price with a New Loan,this Contract is conditional 70 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 71 availability,payments,interest rate,terms,conditions,and cost of such New Loan.This condition is for the sole benefit of Buyer. 72 Buyer has the Right to Terminate under¢25.1,on or before Loan Objection Deadline, if the New Loan is not satisfactory to 73 Buyer, in Buyer's sate subjective discretion. IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE 74 BUYER'S WRrrTEN NOTICE TO TERMINATE,BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE,except 75 as otherwise provided in this Conimr4(e.g,Appraisal,Title,Survey). 76 53. Credit Information. If an existing loan is not to he released at Closing,this Contract is conditional(for the sole 77 benefit of Seller)upon Seller's approval of Buyer's financial ability and creddwotihioess,which approval will be at Seller's sole 78 subjective discretion. Accordingly: (I) Buyer must supply to Seiler by Buyer's Credit Information Deadline, at Buyer's 79 expense, information and documents (including a current credit report) concerning Buyer's financial, employment and credit 80 condition;(2)Buyer consents that Seller may verity Buyer's financial ability and creditworthiness;and(3)any such information 81 and documents received by Seller neat be held by Seller in confidence,and not released to others except to protect Seller's interest 82 in this traaaution.If the Cash at Closing is less than as set forth in§4.1 of this Contract,Seller has the Right to Terminate under 83 §25.1,on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective 84 discretion,Seller has the Right to Terminate under§25.1,on orbefore Disapproval of Buyer's Credit Information Deadline. 85 5.4. Editing Loan Review. If an existing loan is not to be released at Closing,Seller must deliver copies of the loan 86 documents(including note,deed of trust,and soy modifications)to Buyer by Existing Loan Documents Deadline.For the sole 87 benefit of Buyer,this Cont ict is conditional upon Buyer's review and approval arthe provisions of such loan documents.Buyer 88 has the Right to Temioatc under §25,1, on or before Existing Loan Documents Objection Deadline, based on any 89 =satisfactory provision of snob loan documents,in Buyer's sole subjective dsscration.if the lender's approval of a transfer of the 90 Property is required,this Contract is conditional upon Buyer's obtaining such approval without change in the tams of such loan, 91 except as set forth in §4 6. If lender's approval is not obtained by Loan Transfer Approval Deadline, this Contract will 92 terminate on such deadline Sella hos the Right to Terminate under ¢25.1. on or before Closing, in Seller's sole subjective 93 discretion,if Seller is In be unleased from liability under such existing loan and Buyer does not obtain such compliance as set forth 94 in§4.6. 95 6. APPRAISAL PROVISIONS. 96 6,1. Appraisal Definition.An"Appraisal"is an opinion of valve prepared by a licensed or certified appraiser,engaged 97 on behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised Value). The Appraisal may also as 92 forth certain lender requirements,replacements,removals or repairs memory on or to the Property as a condition for the Property 99 to be valued at the Appraised Value. 00 6.2. Appraisal Condition. The applicable appraisal provision act forth below applies to the respective loan type act form 201 in§4.5 3,or if a cash transaction(Se.no financing),§6.2.t applies. 202 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal, If the Appraised Value is less than the 203 Purchase Price,or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may,on or before Appraisal 204 Objection Deadline,notwithstanding¢8.3 or§ 13: 205 6.2.1,1, Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 206 6.2.1,2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 207 Appraisal or written notice from lender tbai confirms the Appraisal Value is less than the Purchase Price. 208 6.2.1.1 Appraisal Resoludon. If an Appraisal Objection is received by Seller,on or before Appraisal 209 Objection Deadline,and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 210 Deadline (§3), this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written 211 withdrawal of the Appraisal Objection before such termination,ie.,on or before expiration of Appraisal Resolution Deadline. 212 213 6.3. Lender Property Requirements. If the lender imposes any requirements, replacements, removals or repairs, 214 including any specified in the Appraisal(Lender Requirements)to be made to the Property(e g.,roof repair,repainting),beyond 215 those matters already agreed to by Seller in this Contract,Seller has the Right to Terminate under§25.1,(notwithstanding§ 10 of 216 this Contract),on or before three days following Seller's receipt of the Lender Requirements,in Seller's sole subjective discretion, 217 Seller's Right to Terminate in this§6.3 does not apply if,on or before say tenrdation by Seller pursuant to this§6.3:(I)the C0944-15. CONTRACT TO BW AND SELL REAL ESTATE(LAND) Page 5 of 17 218 parties enter into a written agreement regarding the Ludo'Requucmatta;or(2)the Lender Requirements have been completed;or 219 (3)the satisfaction of the Lender Requirements is waived in writing by Buyer. 220 6d Cwt of Appraisal.Cost of Wetimely paid by ppm " Appraisal to be abmircd ager the date of this Contract Wont be 221 Boyer QSeller. The cost of tbe Appraisal may include any and all fees paid to the appraiser,appraisal management company, 222 lendeds agent or all three. 221 224 7. OWNERS' ASSOCIATION. Thb Section Is applicable H the Property Is located within a Common Interest 225 Cammnntty and subject to such declaration. 226 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 227 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY.TILE OWNER OF 228 THE PROPERTY WILL, BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 229 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 230 ASSOCIATION.THE DECLARATION,BYLAWS,AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 231 OBLIGATIONS UPON JHN. OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 232 ASSESSMENTS OF THE ASSOCIATION. IF NE OWNER DOES NOT PAY THESE ASSESSMENTS, THE 233 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT,TUE 234 DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 235 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE • 216 ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION. 231 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 238 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 279 READ THE DECLARATION FOR THE COMMIMITY AND THE BYLAWS AND RULES AND REGULATIONS OF 240 THE ASSOCIATION. 241 7.2. Owners' Association Documents. Owners' Association Documents (Association Documents) consist of Me 242 Mowing: 243 7.2.1. All Owners' Association declarations, articles of incorporation, bylaws, articles of organization, operating 244 agreements,rules and regulations,party wall agreements; 245 7.2.2. Minutes of most recent annual owners'meeting, 246 7.2.3. Minutes of any directors' or managers' meetings during the six-month period immediately preceding the 247 date of this Contract. If none of the pre.Ming minutes exist,then the most mist minutes, if any (§§ 7.2.1, 7.2.2 and 7.2.3, 248 collectively,Governing Dneumcnls);mid 249 7.2.4. The most recent financial documents which consist of:(1)annual and moat recent balance sheet,(2)annual 250 and most recent income and expenditures statement,(3)annual budget,(4)reserve study,and(5)notice of unpaid assessment.,if 251 any(collectively,Financial bocuments) 252 73. Association Documents to Buyer. 253 7.3.1. Seller to Provide Association Documents. Seiler is obligated to provide to Buyer the Association 254 Documents,at Seller's expense,on or before Association Documents Deadline. Seller authorizes the Association to provide the 255 Assoc/anon Douunens to Buyer,at Seller's expense.Seller's obligation to provide the Association Documents is gift trod upon 256 Buyer's receipt of the Association Documents,regardless of who provides such documents. 259 7.4. Conditional on Buyer's Review. Buyer tam the right to review the Association Documents.Buyer has the Right to 258 Termutam under§25 I,on or before Association Documents Objection Deadline,based on any unsatisfactory provision in any 259 of the Association Documents, in Buyer's sale subjective discretion. Should Buyer receive the Association Documents after 260 Association Documents Deadline, Buyer, at Buyer's option,bas the Right to Terminate boder§25.1 by Buyer's Notice to 261 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents.If Buyer does not receive 262 the Association Documents,or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 263 Date,Buyer's Notice to Terminate must be received by Seiler on or before Closing.If Seller d, 4 not receive Buyer's Notice to 264 Terminale within ouch tint,Buyer accepts the provisions of the Association Documents as satisfactory,and Buyer waives any 265 Right to Terminale under this provision,notwithstanding the provisions of§8.6(Right of Fust Refusal or Contract Approval) 206 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 267 &I. Evidence of Record Title. 266 Ej 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 269 company to furnish the owner's title msumnce policy at Seller's expense.On or before Record Title Deadline,Seller must furnish 270 to Buyer,s current commitment for an owner's title insurance policy(Tide Commitment),in an amount equal to the Purchase 271 Priem,or if this box is checked, Dan Abstract of Title certified to a current date.Seller will cause the title insurance policy to be 272 and delivered to Buyer as soon as practicable at or after Closing. 273 IN &1.2, Buyer Selects Title Insurance Company. If this box is checked,Buyer will select the title insurance 274 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must CREA.E-l5. CONTRACT TO BUY AM)SELL REAL ESTATE Donn) Page 6 of17 275 famish to Seller,a current commitment for owner's title insurance policy(Tide Commibrmat),in an amount equal to the Purchase 276 Price. 277 If neither box m§8.1.1 or§E1.2 is checked,§8.1.1 applies 278 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment 0 Will Q Wig Not contain Owner's 279 Extended Coverage(OEC). It the Title Commitment a to contain OEC, ft will commit to delete or insure over the standard no exceptions Which relate to: (7)potties in Possession,(2)unrecorded easements, (3)survey matieas, (4)unrecorded mechanics' 281 liens,(5)gap period(period between the effective dale and lime of commitment to the date and time the deed at recorded),and(6) 282 unpaid taxes. unredeemed tax sates prior to tan year of Closing.Any additional premum expense to obtain OEC' 283 will be paid buyer 6jm Seuer0One-Hav by Buyer and Otte-Bag by Seiler QOtber 284 Regardless of;scentsler the Contract requires OEC,the Tide Insurance Commitment may not provide OBC or delete or wrote over 255 any or all of the standard exceptions for OP.C.The Title Insurance Company may require a Now Survey or New BBC,defined The below,among other requirements for OP.C.if the Tide Insurance Commitmeot is not satisfactory to Buyer,Buyer has a right to 287 object under§8.4(Riglit to Object to Title,Resolution). 288 8.14. Title Documents. Title Documents consist of the following: (I) copies of any plats. declarations, 229 covenants,conditions and restrictions burdening the Property,and(2)copies of any other documents(or,if illegible,summaries of 290 such documents)listed in the schedule of exceptions(Pxr+ptiona)in the Title Commitment furnished to Buyer(collectively,Title 291 Documents). 292 8.1.5. Coplea of Tills Documents. Buyer must receive,on or before Record Title Deadline,copies of all Title 293 Bottoming.This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 294 where the Properly is located.The cost of furnishing copies of the documents required m this Section will be at the expense of the 295 party or parlla obligated to pay for the owner's title insurance policy. j 296 8.1.6. Existing Abstracts of Title. Seller aunt deliver to Buyer copies of any abstracts of tide covering all or any 297 portion of the Property(Abstract of Title)in Seller's possession on or before Record TRIO Deadline. 298 8.2. Retard Mc. Buyer has the right to review and object to the Abstract of Title or Tide Commitment and any of the 299 Title Documents as set forth in § 8.4 (Right to Object to Title, Resolution)on or before Record Title Objection Deadline. 300 Buyer's objection may be based on any unsatiafacloty form or content of Tide Commitment or Abstract of Title,notwithstanding 301 §i3,or any other unsatisfactory tide condition,in Buyer's wit subjective disc-nation,If the Abstract of Title.Title Commitment or 302 Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Tide 303 Commibncnt that adds a new Exception to tide,a copy of die new Exception to title and the modified Title Commitment will be 304 delivered to Buyer.Buyer has until the earlier of Closing or ten days atter receipt of such documents by Buyer to review and object 305 to:(I)any required'tide Document not timely received by Buyer,(2)any change to the Abstract of Title,Title Commitment or 306 Title Documents,or(3)any endorsement to the Title Commitment If Seller receives Buyer's Notice to Terminate or Notice of 307 Title Objection,pursuant to this§8,2(Record Title),any title objection by Buyer is governed by the provisions sot forth in§S 4 308 (Right to Object to Title, Resolution), It Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents 309 required by§8.0(Evidence of Record Title)and Sailer does not receive Buyer'sNotice to Terminate or Notice of Title Objection 310 by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title 311 Commitment and Title Documents as sadsfbaory. 312 8.3. Ofl:Record Title. Seger must deliver to Buyer,on or before Off-Record Title Deadline,true copies of all existing 313 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 314 limitation,governmental improvements approved,but not yet installed)or other title matters(including,without limitation,nghta 315 of fart refuvmt and options)not shown by public records,of which Seller has actual knowledge(Off-Record Matters).Buyer has 316 the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., 317 unrecorded easement,boundary line discrepancy or water rights).Buyer's Nonce to Terminate or Notice of Tide Objection of any 318 unsatisfactory condition(whether disclosed by Seiler or revealed by such inspection,notwithstanding§ 8.2 and§ 13),in Buyer's 319 sole subjective discretion,must be received by Seller on or before Off-Record Title Objection Deadline.if on Off-Record Matter 320 is received by Buyer after the Oft-Record Title Deadline,Buyer has until the earlier of Closing or leo days after receipt by Buyer 321 to review and object to such Off-Record Mattes. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 322 pursuant to this§8.3(OR-Accord Title),any title objection by Buyer and this Contract are governed by the provisions set forth In 323 §8.4(Right to Object to Title,Resolution).If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objectionby 324 the applicable deadline specified above,Buyer accepts title subject to such rights,if any,of third parties of which Buyer bas actual 325 knowledge. 32d 8.4. Right to Object to Tide,Resolution. Buyer's right to object to any title matters includes,but is not limited to those 327 mailers set forth in§§8.2(Record Title),8.3(Off-Record Tide)and 13(Transfer of Title),in Buyer's sole subjective discretion.If 328 Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following options: 329 8.4.1. Title Objection,Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice 330 of Title Objection)on or before the applicable deadline,and if Buyer and Seller have not agreed to a written settlement thereof1M 331 or before Title Resolution Deadline,this Contract will terminate on the expiration of Title Resolution Deadline,unless Seller 332 receives Buyer's written withdrawal of Buyer's Notice of Title Objection(r.e,Buyer's written notice to waive objection to such CBS4.645. CONTRACT TODDY AND SEM REAL ESTATE[LAND) Pro 76117 333 items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the 334 Record Title Deadline or the Off-Record Title Deadline,M both,are extended to the earlier of Closing or len days after receipt of 335 the applicable documents by Buyer,pursuant in§8.2(Record Title)or§A.3(Off-Record Title),the Tide Resolution Deadline also • 336 will be automatically extended to the earlier of Closing or Oren days after Buyer's teceijit of the applicable documents;or 337 8.4.2. Title Objection,Right to Terminate. Buyer may exercise the Right to Terminate under §25.1, on or 338 before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 339 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 340 INDEBTEDNESS THAT IS PAID IW REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 341 PROPERTY WITHIN SUCH DISTRICT&PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 342 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DENT WHERE 343 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 344 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 345 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 346 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING 347 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 348 RECORDER,OR THE COUNTY ASSESSOR. 349 Buyer has the Right to Terminate under §25.1, on or before Off-Record Title Objection Deadline, based on any 350 unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole subjective discretion. 351 8.6. Right of First Refusal or Contact Approval. If there is a nght of first refusal on the Property or a right to approve 352 this Contract,Seller must promptly submit this Contract according to the terms and conditions of such right.If the holder of the 353 right of fust refusal exercises such right or the balder of a nght to approve disapproves this Contract,this Contract will terminate 354 If the right of lint refusal is waived explicitly or expires,or the Contract is approved,this Contract will remain in full force and 355 effect.Seller must promptly notify Buyer In writing mf the foregoing.If expiration or waiver of the right offinst refusal or approval 356 of this Contract has not occurred on or before Right of First Refusal Deadline,this Contract will then terminate. 357 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 358 carefully.Additionally,other matters not reflected In the Title Documents may affect the title,ownership and use of the Property, 359 including,without limitation, boundary lines and encroachments, set-back requirements, area, zoning,building code violations, 360 unrecorded easements sod claims of easements, leases and other unrecorded agreements, water on or under the Property, and 361 various laws and governmental regulations concerning land use,development and environmental matters. 362 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 363 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND TRANSFER 364 OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR 365 WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, 366 GEOTHERMAL.ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY,WHICH INTERESTS 367 MAY GIVE TEEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE 368 MINERAL ESTATE,OTT,GAS OR WATER. 369 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 370 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 371 MEMORANDUM OR OTHER NOTICE OP WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 372 RECORDER. 373 8.7,3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 374 TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING,WELL COMPLETION 375 OPERATIONS,STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES,PRODUCING WELLS,REWORKING 376 OF CURRENT WELLS,AND GAS GATHERING AND PROCESSING FACILITIES. 377 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL. 378 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY,INCLUDING 379 DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 380 AND GAS CONSERVATION COMMISSION. 381 8.7.5. TIDe Insurance Exclusions.Matters set forth in this Section,and others,may be excepted,excluded from, 382 or not covered by the owner's title insurance policy. 383 ES. Consult an Attorney.Buyer is advised to timely consult legal counsel with respect to all such matters as there are 384 strict time limits provided in this Contract(e.g.,Record Title Objection Deadline and Off-Record Title Objection Deadline). 385 9. NEW ILC,NEW SURVEY. 3869.1. New ILC or New Survey.If the box is checked,a❑New Improvement Location Certificate(New ILC) 387 [New Survey in the form of impe+emealsurvey Mat is required and the following will apply: 388 9.1.1. Ordering of New ILC or New Survey. USeller JBuyer will order the New ILC or New Survey. The 389 New ILC or New Survey may also be a previous ILC or survey that is in the above-required form,certified and updated as of a 390 date after the date of this Contract COS1.6-t5. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 8 of 17 391 9.12. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid,on or 392 before Closing by:©Seiler❑Buyer or. 393 394 395 396 9.13. Delivery of New ILC or New Survey. Buyer,Seller,the issuer of the Title Commitment(or the provider 397 of the opinion of title if an Abstract of Title),and us will receive a New ILC or New Survey on or before 398 New 1LC or New Survey Deadline. 399 9.1A. Certification of New ILC or New Survey.The New MC or New Survey will be certified by the surveyor 400 to all those who are to receive the New HL or New Survey 401 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 402 Survey different than initially specified in this Contrast if there is no additional cost to Seller or change to the New ILC or New 403 Survey Objection Deadline.Buyer may,in Buyer's sole subjective discretion,waive a New LIC or New Survey if done prior to 404 Seller incurring any cost for the same 405 93. New 1[.0 or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey.If 406 the New ILC or Now Survey is not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion, 401 Buyer may,on or before New ILC or New Survey Objection Deadline,notwithstanding§8 3 or§13' 408 93.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 409 93.2. New WC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 410 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct 411 93.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller,on 412 or before New ILC or New Survey Objection Deadline, and if Buyer and Seller have not agreed in writing to a settlement 413 thereof on or before New LW or New Survey Resolution Deadline,this Contract will terminate on expiration of the New TLC 414 or New Survey Resolution Deadline, unless Sella receives Buyer's written withdrawal of the New ILC or New Survey 415 Objection before such termination,i.e.,on or before expiration of New TLC or New Survey Resolution Deadline. 416 DISCLOSURE,INSPECITON AND DUE DILIGENCE 417 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE 418 OF WATER. 419 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure DeadBae, Seller agrees to deliver to 420 Buyer the most current version of the applicable Colorado Real Estate Commissions Seller's Property Disclosure form completed 421 by Seller to Seller's actual knowledge,current as of the date of this Contract 422 10.2. Disclosure of Latent Defects;Present Condition. Seller must disclose to Buyer any latent defects actually known 423 by Seller.Seller agrees that disclosure of latent defects will be in writing.Except as otherwise provided in this Contract,Buyer 424 acknowledges that Seller is conveying the Property to Buyer in an"As Is"condition,"Where Is"and"With All Faults" 425 103. Inspection. Unless otherwise provided in this Contract,Buyer,acting in good faith,has the right to have inspections 426 (by one or more third parties, personally or both) of the Property nod Inclusions (Inspection), at Buyer's expense. If(I) the 427 physical condition of the Property,including,but not limited to,the roof,walls,structural integrity of the Property,the electrical, 428 plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions,(3)service to the 429 Property(including utilities and communication services),systems and componnls of the Properly(e.g.,beating and plumbing), 430 (4)any proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or noise(whether on or 431 off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sale subjective 432 discretion,Buyer may,on or before Inspection Objection Deadline' 433 10.3.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 434 103.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 435 Buyer requires Seller to correct. 436 1033. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection Objection 431 Deadline,and if Buyer and Seller have not agreed in writing to a settlement thereof on or berme Inspection Resolution Deadline, 438 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the 439 Inspection Objection before such termination,i.e.,on or before expiration of Inspection Resolution Deadline. 440 10.4. Damage,Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 441 between the parties,is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at 442 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work.Buyer 443 must not permit claims or(rens of any kind against the Property for Work performed on the Property.Buyer agrees to indemnify, 444 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller nod caused by any such 445 Work,claim,or lien.'This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 446 any such liability, damage, cost or expense, or to enforce this section,including Seller's reasonable attorney fees,legal fees and CI94L-15. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 9 of 17 447 expenses The provisions of this section survive the termination of this Contract This§ 10.4 does not apply to items performed 448 pursuant to an Inspection Resolution. 449 10.5. Insurability. Buyer has the right In review and object to the availability,terms and conditions of and premium for 450 property insurance (Property Insurance). Buyer has the Right to Terminate undo §25 1, on or before Property Insurance 451 Objection Deadline,based on any unsatisfactory provision of the Property Insurance,in Buyer's sole subjective discretion 452 10.6. Due Diligence. 453 10.6.1. Dne Diligence Doenmenta If the respective box is checked,Seller agrees to deliver copies of the following 454 docwneuts and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 455 Documents Delivery Deadline. 456 9 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property; 457 ❑ 10.6.1.2. Property In bills for the last years, 458 ❑ 10.6.13. As-built construction plans to the Property and the tenant improvements, including 459 architectural,electrical,mechanical,and structural systems,engineering reports,and permanent Certificates of Occupancy,to the 460 extent now available; 461 10.6.IA. A list of all inclusions to be conveyed to Buyer, 462 10.6.1.5. Operating statements for the past years; 463 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 464 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to die 465 Property. Those leases or other occupancy agreements pertaining to the Property that nnrvtve Closing are as follows(Leases): 466 467 468 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet 469 been completed and capital improvement work villa scheduled or in process on the date of this Contract; 970 0 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been 471 made for the past_years; 472 ❑ 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the Property (if not 473 delivered earlier under§8.3), 474 ❑ 10.6.1.11. Any and all existing documentation and reports regarding Phase I and R environmental reports, 475 letters,teat results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or 476 other toxic,hazardous or contaminated substances,and/or underground storage tanks and/or radon gas If no reports are in Seller's 477 essession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller; 478 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of 479 .ilig Property with said Act, 480 u 10.6.1.13. All permits, licenses and other building or use authorizations issued by any governmental 481 authority with jurisdiction over the Property and written notice of any violation of any such permits,licenses or use authorizations 482 if any;and 483 10.6.1.14. Other documents and information: 484 485 All documents related to access road and bridge maintenance 486 487 488 10.6.2, Due Diligence Documents Review and Objection- Buyer has the nghl to review and object to Due 489 Diligence Documents If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 490 discretion,Buyer may,on or before Due Diligence Documents Objection Deadline 491 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 492 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 493 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 494 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received 495 by Seller,on or before Due Diligence Documents Objection Deadline, and if Buyer and Seller have not agreed to writing to a 496 settlement thereof on or before Due Diligence Documents Resolution Deadline,this Contract will terminate on Due Diligence 497 Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection 498 before such termination,i.e.,on or before expiration of Due Diligence Documents Resolution Deadline. 499 10.6.3. Zoning. Buyer has the Right to Terminate under§25.1,on or before Dim Diligence Documents Objection 500 Deadline,based on any unsatisfactory zoning and any use restrictions Imposed by any governmental agency with jurisdiction over 501 the Property,in Buyer's sole subjective discretion 502 10.6.4. Due Diligence—Environmental,ADA. Buyer has the right to obtain environmental inspections of the 503 Property including Phase r and Phase B Environmental Site Assessments,as applicable. ❑Seller ❑Buyer will order or provide 504 Phase I Environmental Site Assessment,Phase II Environmental Site Assessment(compliant with most current version of the 505 applicable ASTM E1527staodard practices for Environmental Site Assessments)and/or at the expense C884-645. CONTRACT TO inn AND SELL REAL F:STATC(LAND) Page 100117 506 of Seller 0 Buyer (Enwonmaid inspection), In addition, Buyer, at Buyer's expense, nosy also conduct an evaluation 507 whether the Porosity complies with the Amemmu with Disabilities Ad(ADA Evaluation). All such laymMiom and evaluations 508 must be conducted at such tinma as are mutually agreeable to midmiire the mtamptirm of Stile's and any Sellers tenants' 509 business uses of the Property,if any. 510 If Buyer's Phase I Environmental Site Assessment recommends a Phase 11 Environmental Site Assessment, the 511 Environmental inapeermn Objection Deadline will be extruded by _days(Exte Wed Environmental Inspection Objection 512 Deadline)and if such Extended Envirmmenlal Inspection Objection Deadline extends beyond the Closing Date,the Closing Dale $13 will be extended a like period of ChM In sok event,OSefer0 Buyer must pay the cost for such Phase II Environmental Site 514 Assessment 515 Notwithstanding Bayer's right tri obtain additional environmental inspections of the Property in this§ 70.6,5,Buyer has the 516 Right to Terminate under§25.1,on or before Eovbonmentat Inspection Objection Deadline,or if applkebte, the Extended 517 Environmental Inspection Objection Deadline,based on any unsatisfactory results of Environmental Inspection, in Buyer's sole 518 subjective discretion. 519 Buyer has the Right In Tcnuimte under §25 I, on or before ADA Evaluation Objection Deadline, based on any 520 unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 521 117. Conditional Upon Sale of Property.ibis Contract is conditional upon the sale and closing of that certain property 522 owned by Buyer and commonly Imown as .Buyer has the Right Io Tem inatc 523 under §25.1 effective upon Sellas receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if such 524 property is not sold and dosed by such imitate.This§ 19.7 is for the sole benefit of Buyer.If Sella does not receive Buyer's 525 Notice to Terminate on or before Cundldeaal Sale Deadline,Buyer waives any Right to Terminate under this provision. 526 19.8. Source of Potable Water(Rmidentlsl Land and Reddentlal Improvements Only) Buyer 0 Does Q Does Not 527 acknowledge t of a copy of SeSt'.7P'�''ggattyy Disclosure at Source of Water Mcleod=disclosing the source of potable water 528 far the Property0here is No Weil BuyerUDoes 0 Don Not acknowledge receipt of a copy of the current well permit. 529 Note to Buyer: SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE GROUND 530 WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 531 DETERMINE TUE LONG-TERM SUFFICIENCY OP TRE PROVIDER'S WATER SUPPLIES. 532 16.4. Editing Tenn;Modif cation of Existhig Leaser New Leases. Seller states that none of the Leases to be assigned 533 to the Buyer at the time of Closing contain any rent couoessiona,rent Suctions or rent abatements except as disclosed in the 534 Lease or dim writing received by Buyer. Seller will not amend,alta,modify,extend or cancel soy of the Leases nor will Seller 535 enter into any new teases affecting the Property without the prior written consent of Buyer,which consent will not be seasonably 536 withheld or delayed. .I 537 II. TENANT ESTOPPEL STATEMENTS. 538 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements, 539 Seller must obtain and deliver to Bayer on of before Tenant Estoppel Sntetnents Deadline,statements in a form and substance 540 reasonably acceptable to Buyer,from each occupant or tenant at the Property(Estoppel Statement)attached Co a copy of the Lease 541 stating. 542 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 543 11.1.2. That said lease is in Ml Powe and effect and that there have been no subsequent madifieations or 544 amendments; 545 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits pard to Seiler, 546 11.1A. The amount of monthly(or other applicable period)rental paid to Seller, 547 11.15. That there ism default under the terms of said Lease by!android or occupant;and 548 11.1.6, That the Lease to which the Estoppel is attached is a time,correct and complete copy of the Lease demising 549 the premises it describes 550 I1.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under §25,1,on or before Tenant 551 Estoppel Statements Objection Deadline,based on any unsatisfactory Estoppel Statement,in Buyer's sole subjective discretion, 552 or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline. Buyer also hes the 553 unilateral right to waive any unsatisfactory Estoppel Statement. 554 555 CLOSING PROVISIONS i 556 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSLYG. 557 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company la 558 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 559 Buyer is obtaining a new loan to purchase the Property,Buyer acknowledges Buyers!ender is required to provide the Closing 560 Company,in a timely manner,all required loan documents and financial information concerning Buyer's new loan. Buyer and 0154-6-15. CONTRACT TO WY ARO SELL HEALYRTME(LAND) Page11 of 17 561 Seller will famish any additional information and dommcntx required by Closing Company that will be or.*..ay to complete this 562 transaction.Buyer and Seller will sign and complete all customary or reasonably required dads a fore Closing. 563 12.2. Clodug IastryFa edena Colorado Real me Commission's Closing Instruction Are Q re Net executed with 564 this Contract. 565 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing) Closing will be on the date specified as 566 the Closing Date or by mmol agreement at an rattier date The hos and place of Closing will be as designated by 567 Land Tale Guarantee 568 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 569 between different setriement service providers(e.&.attorneys,lenders,inspecmra and title companies). 570 13. TRANSFER OP TillS. Subject to tender of payment at Closing as required h ctSn and camplance by Buyer with the 571 other tams and provisions hereof,Seller must execute and deliver a good aid sufficient GanS comb deed 572 to Buyer,at Closing,cwnveying the Property free and clear of all saxes except the general trues for the year of Closing.Except as 573 provided herein,title will he c.a,. yid frog and clear of all Tuns, including any governnradal liens for special improvements 574 installed as of the date of Buyer's signature hereon,whether assessed or not.Title will be conveyed subject to: 575 13.1. Those specific Exceptions described by reference to recorded documents as reflected in Me ink Documents 576 accepted by Buyer in accordance with Record Title, 577 13.2. Distribution utility easements(including cable TV), 578 13.3. Thi.specifically described rights of third parties not shown by the public records of which Buyer has actual 579 knowledge and which were accepted by Buyer in accordance with Off-Record Title and New 1LC or New Survey, 580 13.4. Inclusion of the Property within any special taxing district,and Sal 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's animist hereon,whether 582 assessed prior to or after Closing,and 583 13.6. Other na 584 14. PAYMENT OF ENCUMBRANCES. Any encumbiance required to be paid will be paid at or before Closing born the 555 proceeds of this transaction or from any other sauce. 586 15, CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 587 15.1. Closing Costs. Bayer and Seller most pay,in Good Funds,their respective closing costs and all other items required 588 to bo paid al Closing,except as otherwise provided herein. 589 15.2. Closing Services Few. The fee for real estate closing services must he paid at Closing by 0 Buyer 0 Seller 590 ©Ouc•Halfby Buyer and One-Ralf by Seller ❑Other _ tt 591 15.3. Statue Letter and Record Change Fee . Any fees incident to the issuance of Association's statement of 592 assessments{Status Letter)must be paid by None Li Buyer ❑Seller 0 One-Half by Buyer and One-Half by Seller. 593 Any record change fee assessed by the Association including,but not limit to,o hip record transfer fees regardless of name 594 or title of such fee(Association's Record Change Fee)must be paid by ISM ❑Seller ❑One•Half by Buyer 595 and One-Half by Seller 596 15.4. Local Transfer Tax. 0 The Local Transfer'fax of %of the Parchuac Price must be paid at Closing by 597 Orion❑Buyer❑Seller❑One-Half by Buyer and One.HBB by Seller 598 15.5. Private Transfer Fee, Private transfer fees and other fees due to a transfer of the Propertyle at Closing,sigh, 599 as community association fees,developer fees and foundation fees,must be paid at Closing by❑✓None Li Beyer QSeiler Li 600 One-Ralf by Buyer and One-Ralf by Seller.The Private Transfer fee,whether one or more,Is for the following aesociationfs): 601 _in the total amount of %of the Purchase Price or t, 602 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees,as of the date of this Contract,do not exceed 603 S _for. 604 Water Stock/Certificates Water District 605 Augmentation Memb (j�J Small Domestic Water Company 606 and must be paid at Closing by Li None nuyer❑Seller 0 One-ifalYbyBuyer and Ona-Half by Seller 607 15.7. Sales and Use Tex. Any sales and use tax that may accrue because of this transaction must be paid when due by 608 QQ None 0 Buyer❑Seger❑One-IIalf by Buyer and One-Half by Seller. 609 16. PROBATIONS. The following will be prorated to the Closing Date,except as otherwise provided 610 16.1. Taxes. Ptraoniiropertytaxes,ifany,special taxing district assessments,if any,=lacrieral real estate taxes for the 611 year of Closing,based on U Taxes for the Calendar Year Immediately Preceding Closing („✓J Most Recent Mill Levy and 612 Most Rettig Assessed Valuatioa,❑pI-t-1�er 'L.Jf _- 613 16.2. Redia L Rents based on Rents Actually Received Accrued.At Closing. Seller ren tratnfel'or credit to 614 Buyer the security deposits for all Leases assigned,or any remainder after lawful deductions,and notify all tenants in writing of an-64S. CONTRACT TO BUY AND SELL REAL.ESTATE(LAND) Page II at 17 { 615 such transfer and of the transferee's name and adders= Seller mud assign to Buyer all Leases in effect at Closing and Buyer must 616 assume Seller's obligations under such Leases 617 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 618 advance will be credited to Seller at Closing Cash reserves held out of the regular ASIOciation Assessments for deferred 619 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents 620 Buyer acknowledges that Buyer may be obligated to pay the Association,at Closing,an amount for reserves or working capital. 621 Any special assessment assessed prior to Closing Date by the Association will be the obligation of[JBayer .a/Seller.ascent 622 however,any special assessment by the Association for improvements that have been installed as of the date uyer's signature 623 hereon, whether assessed prior to or after Closmg, will be the obligation of Seller Seller represents that the Association 624 Assessments are currently payable at approximately$ per and that there are no unpaid regular 625 or special assessments against the Property except the current regular assessments and .Such 626 assessments are subject to change as provided in the Governing Documents.Seller agrees to promptly request the Association to 627 deliver to Buyer before Closing Date a current Status Letter. 628 16.4. Other Proratiens. Water and sewer charges,propane,interest on continuing loan,and 629 16.5. Final Settlement. Unless otherwise agreed in writing,these proration are Goal. 630 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time,subject to 631 the Leases as set forth in§ 10.6.1.7. 632 • 633 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable 634 to Buyer for payment of&150.00 per day(or any part of a day notwithstanding § 18.1) from Possession Date and 635 Possession Time until possession is delivered 636 GENERAL PROVISIONS 637 IS. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 638 18.1. Day. As used in this Contract,the term"day"means the entire doy ending at 11:59 p.m,United States Mountain 639 Time(Standard or Daylight Savings as applicable). 640 18.2. Computation of Period of Days,Deadline. In computing a period of'days,when the ending date is not specified, 641 the first day is excluded and the last day is included(e.g,three days a If any deadline falls on a Saturday,Sunday or 642 federal or Colorado state holiday(Holiday), such deadline Q✓ Will u Will Not be extended In the next day tat is not a 643 Saturday,Sunday or Holiday.Should neither box be checked,the deadline will not be extended �{ 644 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 645 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or hot will be delivered in the 646 condition existing as of the date of this Contract,ordinary wear and tear excepted 647 19.1. Causes of Loss,Insurance. In the event the Properly or Inclusions are damaged by fire,other perils or causes of 648 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price(Property Damage),and if the repair of 649 the damage wilt be paid by insurance(other than the deductible to be paid by Seller),then Seller,upon receipt of the insurance 650 proceeds,will use Seller's reasonable efforts to repair the Property before Closing Date.Buyer has the Right to Tenvinatc under 651 §25.1,on or before Closing Date if the Property is not repaired before Closing Date or if the damage exceeds such sum.Should 652 Buyer elect to carry out this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all insurance 653 proceeds that were received by Seller(but not the Association,if any)resulting from damage to the Property and Inclusions,plus 654 the amount of any deductible provided for in the insurance policy.This credit may not exceed the Purchase Price. In the event 655 Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the 656 Property repaired prior to Closing or,at the option of Buyer,(I)Seller must assign to Buyer the right to the proceeds at Closing,d 657 acceptable to Seller's insurance company and Buyer's lender;or(2)the parties may enter into a written agreement prepared by the 658 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and 659 will receive due to such damage, not exceeding the total Purchase Price,plus the amount of any deductible that applies to the 660 insurance claim. 661 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 662 services), system, component or fixture of the Properly (collectively Service) (e.g., beating or plumbing), fail or be damaged 663 between the date of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement 664 of such Inclusion or Service with a unit of similar size,age and quality,or an equivalent credit,but only to the extent that the 665 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any,less any insurance 666 proceeds received by Buyer covering such repair or replacement.If the failed or damaged Inclusion or Service Is not repaired or 667 replaced on or before Closing or possession,whichever is earlier,Buyer has the Right to Terminate under § 25.1,on or before 668 Closing Date,or,at the option of Buyer,Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or 669 Service. Such credit must not exceed the Purchase Price.If Buyer receives such a credit,Sellers right for any claim against the ®SI-6-15. CONTRACT TO BUY AND SELL REAL ESTATE(LAM Page 136117 670 Aasoeiation,it any,will survive Closing Seller and Buyer arc awn of the existence of pre-owned home warranty programs that 671 may be purchased nod may cover the repair or replacement of such Inclusions. 672 g93. Coudemsation. In the event Sella receives mast notice prior to Closing that a pending condemmation action may 673 result io a taking of all or part of the Property or Inclusions,Seller must pongtly notify Buyer,in welting,of such condemnation 674 action.Buyer bas the Right to Terminate under§25.1,on or before CIosSg Date,based on such condemnation action,in Duya'a 675 sole subjective disattion.Should Buyer elect to consummate this Contrail despite such diminution of value to the Property and 676 Recensions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 677 of the Property or Inclusions but such credit will not include relocation benefits or expensaf or exceed the Purchase Price. 678 194. Walk-Through and Verification of Condition. Buyer, upon reasonable notice,has the right to walk through the 679 Property prior to Closing to verify that the physical condition of the Property and Ioclnsions complies with this Contract 680 19.5. Risk of Lon—Growing Craps. The tisk of loss for damage to growing crops by fire or other casualty will be borne 6sl by the party mtitied to the growing crops as provided in§2,8 and such party is angled to such insurance proceeds or benefits for 682 the growing crops 6B3 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL By signing this Contract Buyer and Seller acknowledge. 684 that the respective broker has advised that this Contract has important legal consequences rind has recommended the examination 685 oflide and consultation with legal and tax or other comsat before signing this Connor. 686 21. TIME OF ESSENCE,DEFAULT AND REMEDIES. Time is of the essence for all dates and demBres in this Contract. 687 This means that a8 dates and deadlines are stria and absolute.If any payment due,including Earnest Money,is not paid,honored 688 or tendered when due,or if any obligation is not performed timely as provided in this Contract or waived,the non-defaulting 689 party has the following rernedim: 690 21.1. If Buyer B hi Default 691 [J 21.1.1. Specific Performance. Seiler may elect to cancel this Contract and all Earnest Money(whether or not paid 692 by Buyer)will he paid to Seller and retained by Seller.It is agreed that the Earnest Money is not a penalty,and the Parties agree 693 the amort es fair and reasonable. Seller may recover such additional damages as may be proper.Alternatively,Seller may elect 694 to lien this Contract as being in fide fox and effect and Seller has the right to specific performance or damages,or both. 695 21.1.2. Liquidated Damages, Applicable. This §21.13 applies palms the box fu $21.1,1. is checked. Seller 696 may omcel Ibis Contract All Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller. It is 641 agreed that the Earnest Money specified in§Al is LIQUIDATED DAMAGES,and not a penalty,which anmunt the parties agree 698 is fair and reasonable and(except as provided in §§ 10 4,22,23 and 24),said payment of Earnest Money es SELLER'S ONLY 699 REMEDY for Buyer's failure to perform the obligations of this Contract Seller expressly waives the remedies of specific 700 performance and additional damages. 701 21.2. II Seller Is in Default: Buyer may elect to treat this Contract as canceled,in which case all Earnest Money received 702 hereunder will be returned and Buyer may recover such damages as may be proper.Alternatively,Buyer may elect to treat this 703 Contract as being in full force and effect and Buyer has the right to specific performance or damages,or both. 704 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwitbslandeng,ire the event of any arbitration 705 or litigation relating to this Contract,prior to or after Closlug Date,the arbitrator or court must award to the prevailing party all 703 renewable costs and expenses,including attorney fees,legal fres and expenses. 707 23. MEDIATION, If a dispute arises relating to this Contract,(whether prior to or after Closing)and is not resolved,the parties 708 muse fuseproceed,in good faith,to mediation.Mediation rs a process in which the parties meet with an impartial person who helps 709 to resolve the dispute informally and confidentially.Mediators cannot impose binding decisions. Before any mediated settlement es 710 binding the parties to the dispute must agree to the settlement,in waling.The parties will jointly appoint en acceptable mediator 711 and wilt share equally in the cost of such mediation.The obligation to mediate,unless otherwise agreed,will terminate if the entire 712 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other et 713 that party's last known address(physical or electronic as provided in §21).Nothing en this Section prohibits either party from 714 filing a lawsuit and recording a Ifs pendens affecting the PIwcrty,before or after the date of written notice requesting mediation 715 TUB section will not alter any date in this Contract,unless otherwise agreed. 716 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 717 Money following receipt of written mutual instructions,signed by both Buyer and Seller.In the event of any controversy regarding 7;8 the Earnest Money,Earnest Money Holder is not required to release the Earnest Money. Fermat Money Holder, in its sole 719 subjective discretion,has several options: (I)wait for any proceeding between Buyer and Seller;(2)interplead all parties and 720 deposit Earnest Money into a court of competent jurisdiction, (Eames Money Holder is entitled to recover court costs and 721 reasonable attorney and legal hes incurred with such action),or(3)provide notice to Buyer and Seller that unless tamest Money 722 Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the case number of the 123 lawsuit(Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is CBM,645. CONTRACT TO BUY AND SKI.L REAL ESTATE(IAMB) page14 of 17 724 authorized to rearm the Earnest Money to Buyer.In the event Earnest Money Holder does receive a copy of the Lawsuit,and bas 725 not Steepled the monies at the time of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the Order 726 of the Court The parties reaffirm the obligation of Mediation. This Sectico wilt survive maestros; or temnunation of this 727 Contract 728 25. TERMINATION. 729 25.1, Wght to Terminate. If a party has a light to laminate, as provided in this Contract (Right to Terminate), the 730 lamination is effagve upon the other party's receipt of written notice to(emirate(Notice to Taminale),provided such written 731 notice was received on or before the appticabk deadline specified in this Contract.lithe Notion to Tcrnnatc is not received o0 or 732 before the specified deadline, the party with the Right to Terminate accepts the specified matter, docw ent or condition as 733 satisfactory and waives the Right to Terminate under such provision, 734 25.2. Effect of lamination, In the event this Contras is terminated, all Earnest Money received hereunder will he 735 returned and the parties are relieved of all obligations hereunder,subject to¢¢ 10,4,22.23 and 24, 736 26, ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This (Mast, its exhibits and specified 737 addenda,consuute the entire agreement between the parties relating to the subject hereof,and any prior agreements pertaining 738 thereto,whether oral or written,have been merged and integrated into this Contract.No subsequent modification of any of the 739 toms of this Contract is valid,binding upon the parties,or enforceable unless made in writing and signed by the parties.Any right 740 or obligation in this Contract that,by its lams,exists or is intended to be pafomed atter termination or Closing survives the 741 same.Any successor to a Patty receives the predecessors benefits and obligations of this Contract. 742 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 743 27.1. Physkd Delivery and Notice. Any document,or notice to Buyer or Seller must be in writing,except as provided in 744 ¢272,and is effective when physically received by such party,any individual named In this Connect to receive documents or 745 nodosa for such party, the Broker, or Brokerage Finn of Broker working with such party(except any notice or delivery afler 746 Closing must be received by the party,not Broker or Hmkerage Firm). 747 27.2. Electronic Notice. As an alternative to physical delivery,soy notice,may be delivered in electronic form to Buyer 748 or Seller,any individual named in this Contract to receive documents or notices for such party,the Broker or Brokerage Firm of 749 Broker working with such party (except any notice or delivery afler Closwg must be received by the party; not Broker or 750 Brokerage Firm)at the electronic addend of the recipient by facsimile,email or**mei 751 27.3. Electronic Delivery, Electronic Delivery of documents and notice may be delivered by: (I) email at the email 752 address of the recipient,(2)a link or access to website or server provided the recipient receives the information necessary to 753 access the documents,as(3)facsimile at the Fax No.of the mcipicnt. 754 27.4. Choke of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 755 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 756 located in Colorado. 757 Se, NOTICE OF ACCEPTANCE,COUNTERPARTS. This proposal will Expire unless accepted witting,by Buyer and 759 Seller,as evidenced their signatures Acie ,and the nng accept notice of such acceptance pursuantto c 27 on or 759 beton Acceptance Deadline Date and Acceptance Deadline Time Ifaccepted,this document will become a contract betwnem 760 Seller and Buyer.A copy of this Contract may be executed by each party,separately,and when each party has executed a copy 761 thereof,stab copies taken together are deemed to he a full and complete contract between the patties. 702 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including,but not 763 limited to, exercising the rights and obligations act forth in the provisions of Financing Conditions and Obligations, Title 754 Insurance,Record Title and Off-Record Title, Current Survey Review and Property Disclosure, Inspection, Indemnity, 765 Insurability,Due Diligence,Buyer Disclosure and Source of Water, 766 ( ADDITIONAL PROVISIONS AND ATTACHMENTS 76'7 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 768 Commission.) 769 Addendum 1 770 771 772 773 774 775 OW 4-15. CONTRACT TO SOY AND SELL REM.ESTATE(LAND) Page 15of17 770 777 31. ATTACHMENTS. 778 311. The following attachments are a part of this Contract: 779 780 Addendum 1 781 782 783 784 311, The following disclosure ferns are attached but are not a pan of this Contract. 785 785 787 788 780 SIGNATURES 790 ZAiii Cla.PPtr Buyer's Name. �aftest•ron.aur Bone Buye r's Name, Dab w17)u, �y(j)eamoronm,098nnave ab Yids s nSX p�,r _ _01 - L 1 -s�Ul� Buyer's Signature Date SignatureDate Address: 1233enn s floats toe Address, 006 w.Heam naaaa2CO 0V621 _...___ Awn.COalsn Phone No.: 910e205200 Phone No: D70 820 6203 Fax No.: meow* Fax Nod 5704208199 Email Address: attornitathiatneximy coo Email Address daivatimansaeountsam 79i [NOTE: If this offer is being countered or rejected,do not sign this document,Refer to§32l Seller's Name: Jason n sawai Seller's Name: Seller's Signature Date Seller's Signature Date Address: Ban Hiflveay 133 Address: Cttondaa,co 61e23 Phone No.: meth Mr Phone No,. _ Fax No. Fax No. Email Address sewasutsaan®hormen urn, Email Address 792 793 32. COUNTER:REJECTION. This offer is QCountered ❑Rejected 794 folders only of party(Buyer or Seller)who countered or rejected offer __ _ _ 793 END OF CONTRACT'TO BUY AND SELL REAL ESTATE _ 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker Q Does ❑Does Not netmowledge 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 epees 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 folder will release dui Earnest Money as directed by the written mutual instructions Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the CB.SI-6.15. CONTRACT TO BUY AND SELL REAL MATE(LAND) Past is of 17 executed written mutual imtruetions,provided the Earnest Money check has cleared Broker is working with Buyer as a ninyer's Agent er'a Ageaturransattion-Broker in dos transaction. Gnus is a Change of Status. Brokerage Finns compensation or commission i$to be paid by©Lbthrg Brokerage Firm[JuyerpOther m' Brokerage Firs Name swim vasa lf Broker's Name' Cho.(swarms Broker's Signature Date Address, ass Written.)aw*wdRsdsm—,,co eta23 —�- -.— --.— Phone No: bio 1163.1061 — Fax No: Wa 0834238 --.— .-- --_�—.— Enasil Address: rrxiuimencetalmsmavremm BEOI�tACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completeded by Broker working with Seller) Broker Does oes Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract,agrees to coopera n ,on r t with any mcd stion concluded under §23. Broker agrees that if Brokerage Finn is The Earnest Money Holder aid,except as provided m §24,if the Eanxat 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 inslnmfiona. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed mitten mutual instructions,provided the Earnest Money check has cleared Broker is working with Seller as apeller'a Agent JBuyer'a Agent[]frausaction-Broker in this transaction. plus is a Change of Status, Brokerage Firm's compensation or coounission is to be paid byrieller Dtuyer[ ]other Brokerage Firm's Name Broker's Name: Broker's Signature Date Address. Phone No: Fax No: Email Address: 7% i CRB4.643. CONTRACT TOM'ANH SELL REAL E4fA'fE(LAND) Page t]NiT ADDENDUM I TO CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN Jason It Sewell AS SELLER AND 111E BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO AS BUYER DATED October 25,2017 This Addendum is made a part of that certain Contract to Buy and Sell Real Estate dated October 24,2017 ("Contact")between the Board of County Commissioners of Pitkin County,Colorado,as buyer("Buyer)and Jason Sewell as seller("Seller',with respect to property known as a parcel of land,as desnr'bed in Exhibit A attached hereto a/k/a Lower Sewell Tract 116 in the County of Pitkin,State of Colorado ("Property"). In the event of any conflict or inconsistency between the provisions of this Addendum and the Contract, the provisions of this Addendum shall govern and control. 1. Saver!. On or before the Current Survey Deadline, Seller shalt deliver to Buyer a current Improvement Survey of the property certified by a licensed Colorado surveyor for the express benefit of Seller, Buyer and the Title Company, depicting all property comers, improvements. easements and rights of wry, driveways, parking areas, walls, fences, encroachments on or off the Properly,utility lines and utility installations,and restrictions of record.Cost of the survey shall be borne by Seller.7be Improvement Survey shall be in form and content sufficient to cause the title company to issue an endorsement to its title commitment agreeing to delete from Schedule B (Section 2) of its to-be-issued title policy standard printed exception Nos 1-4 at no cost to Buyer.In the event the Improvement Survey discloses matters, which in the Buyer's opinion constitute defects in the merchantability of Seller's title, Buyer must give Seller written notice of such unsatisfactory title condition(s)no later than the Tate Objection Deadline.If Buyer in fact gives such notice to Seller in a timely manner, the provisions of§9.2 of the Contract shall apply thereto.If no such notice Is timely given,Buyer shall be deemed to have waived any objections to matters shown oo the Improvement Survey. 2, County Approval Notwithstanding the signature hereto by the Open Space and Trails Acquisitions Director recommending approval,the obligation of Buyer to perform hereunder is expressly conditioned upon the • adoption by the Pitkin County Board of County Commissioners of an ordinance authorizing the acquisition of the Property by Buyer pursuant to this Contract. In the event such ordinance is not duly adopted by the BOCC within sixty(60)days following the date of signature of Seller or any extension thereof as the parties may, in writing, agree,either Seller or Buyer may,upon written notice to the other,terminate the offer to Contract whereupon Buyer shall be entitled ton prompt return of all Lamest Money paid. In the event such ordinance is timely adopted,Buyer shall, at the request of Seller, re-execute this Contract by signature of the Chair of the Pitkin County Board of County Commissioners or the Chair's designee. The term MEC", as used in this Contract, shall be the date of signature by both the Chair of the Pitkin County Board of County Commissioners or the Chair's designee and the Seller. In the event the terms of the ordinance are different from this Contract, the terms of the ordinance shall control and become incorporated into this Contract. 3. d • Seller Seller shall furnish to Buyer ahis sole expense, ao endorsement to delete standard exceptions 1-6 on Schedule B-2 of the Title Insurance Commitment. 4. Additional Doc�rm_mtg,At Closing, Seller shall execute and deliver such documents as shall be necessary to transfer and convey to Buyer,free and clear of at liens and encumbrances,all right,title and interest of Seller. 5 hatrest Earnest Money Any and all monies paid by Buyer prior to closing shall be placed in an insured, Interest bearing money market-type account with a local commercial bank with all interest thereon to accrue for the benefit of Buyer. Whether or not Buyer shall ever be in default under this Contract resulting in a forfeiture of its earnest money,Buyer shall nevertheless be entitled to retain,as its sole and separate property,all interest earned on said earnest money. 6. Notices Any notice,demand or document which either party is required or may desire to give,deliver or make to the other party shall be in accordance with§27 of the Contract to the following: To Buyer. Board of County Commissioners of Pitkin County do Dale Will,Acquisition and Special Projects Director 806 West Hallam Street Aspen CU 81611 } do Q@1c.Wingdpilumcouhlyeem With copy to: John Ply Pitkin County Attorney 123 Emma Road,Suite 204 Basalt CO 81621 Facsimile No.:(970)920-5198 adomev(dnitkincouutY.com To Seller Jason Sewell 6333 Highway 133 Carbondale,CO 81621 Sewellthesungiotmailcom With a Copy to: Chris Lawrence Mason and Morse 385RedstoneRoulevard Redstone,CO 81623 Facsimile No.:970.963.4235 chrislawrence@masonmorse.com Any notice,demand or document so given,delivered or made by United States mail shall be deemed to have been given three (3) days after same is deposited le the United States mail as a catt[9ed matter,addressed as above provided,with postage thereon fully prepaid Notice by facsimile,e-mail or Internet delivery shall be deemed given upon date of transmission and notice by personal delivery shall be deemed given when received. 7. Mi3ce(len,9_us. (a)&urdpv Sunil o H lid If any time period referred to in this Contract shall end on a Saturday, Sunday or legal holiday,such time period shall automatically be extended to the fust regular business day thereafter. (h)Controlliva Law.This Contract shall be construed in accordance with and governed by the laws of the State of Colorado.The parties hereto agree and intend that the proper and exclusive*mon for any litigation of any disputes or controversies arising out of or related to this Contract shall be the District Court for Pitkin County, Colorado. For purposes of any litigation, the parties consent to the chosen fbnun tor purposes of jurisdiction and venue (o)Counterparts,This Contract(or any amendments,modifications or extensions hereof)may be executed in suvenal counterparts and, after execution and as executed, shalt constitute an agreement binding on all of the parties,notwidn:tandiag that all of the parties arc not signatories to the original or the same counterpart. (d) Further Amu-antes Each of the parties agree to execute, acknowledge, deliver, file and record, or cause lobe executed,acknowledged,delivered,filed and recorded such further instruments and documents and such certificates,and to do all things and acts as die other party may reasonably require in order to cany out the intentions of this Contract and the transaction contemplated hereby. (c)Survival. MI of the warranties and representations contained in this Contract of an ongoing nature or intended to survive shall survive the actual closing of the transaction contemplated thereby. (f)ConstruccLinn.No provision of this Contract shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have requested,drafted,required or structured such provision. It is the intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act,nor shall this Contract be construed against such party by virtue of its actions in retaining the scrivener. (g) Attorneva' Fecs. in the event of any action for breach of, to enforce the provisions at, or otherwise involving this Contract,the court in such action shall award a reasonable sum as attorneys'fees to the party who,in light of the issues litigated and the courts decision on those issues was the substantially prevailing party in the action.If a party voluntarily dismisses an action,a reasonable sum as attorneys'fees shall be awarded to the other party. SIGNATURES Rc ommCnd �f/Ay(/p/provvaa!B/`�/JJ f -7 Dale Will !!"' U" ' IU- sc Open Space and Trails Acquisition Director Date • Buyer's Name:Board of County Commissioners ot.Pltkhs County Buyer's Sigramre B C L {._ pl_i i -G&i 8 _ By:Tc-444 EtetEdiGenagetiitemn Chair Date Address: 123 Emma Road,Suite 204,Basalt CO 81621 Phone No.(970)920-5200 pax No.: (970)920-5198 Electronic Address.do (3ale.Wdeoltkincouftycow Seller's Signature ._ By: Jason Sewell Date Address: PhoneNo.: _ Fax No.: Electronic Address:Edgellthesung8golmailsm [Note If Ih,offar is being countered or rejected,do nut sign Nin dowaw a Refer to§321 END OF CONTRACT TO BUY AND SELL REAL ESTATE f 4