Loading...
HomeMy WebLinkAboutbocc.ord.040.2018 CONTRACT ,l 5/4gal ktcry ii-y Oc.&; 4,, „fa AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN ff 5 3`17- .q COUNTY,COLORADO,AUTHORIZING ACQUISITION OF THE GRACE PARCEL 7 (444-tie ) ORDINANCE NO. OHD _-IRIS 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 lake 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 Cormmssionersestablished an Open Space and Trails Fund for the purposes of preserving and providing open space and trails resources, and established art Open Space and Trails Board of Trustees to guide the expenditure of thasc funds 4 The Open Space and Trails Program is charged unh preserving open space lands and protecting historical routes of egress to the same 5 A ten acre portion of the former Grctig parcel now owned by the Grace Church (the "Property")possesses agricultural and scenic salues 6 By histnncal coincidence,the original patentee of this property was Gusta.os Grace. 7 The BOCC finds that adoption of this ordinance is necessary lot 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 8 On September 4. 2018, the Pitkin County Open Space and Trails Boar] unanimously recommended that the BOCC approve the proposed Contract and Ordinance 9 1 he Chair or Chair's designee shall be authorized to sign the documents necessary to complete this transaction In substantially that form approved by the County Attorney IICIM1III#:651111111000,0 $000 11 RECEPTION*:861406,R.aC 0O,D SO OD DOC CODE;ORDINANCE Pg 1 of 26,10123/2019 at 01.46:20 PM JaniceIt Vos Cautlill,Otkin County.CO NOW THEREFORE. BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado that it hereby adopts an Ordinance Authorizing Acquisition of the Grace Parcel and authorizes the Chair or the Chair's designee to sign the Ordinance and upon the satisfaction of the County Attorney as to Corm, execute any other associated documents necessary to complete this matter. Further, that the Chait or the Char's designee shall be authorized to: I. Approve an expenditure of up to $600,000 foi the Grace Parcel (approximately 10 acres) and transaction costs up to 515.000. 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 h} the County Attorney. 4. That adjustments be made to the year 2018 budget as follows: OPEN SPACE AND TRAILS FUND Pres boos This Res ised Project Budget Change Budget Grace Parcel Acquisition Acquisition Cost $0 $600,000.00 $600,000.00 Estimated Transaction Costs SO S 15.000.00 S 15,000.00 Total Expenditure $0 $615.000.00 $615,000.00 Signatures on next page i INTRODUCED AND FIRST READ ON THE 12TH DAY OF SEPTEMBER, 2018 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 26TH DAY OF SEPTEMBER, 2018 NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDJNANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE /3 c4. DAY Ol �r�-Gtthty , 2018. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE O FICIAL PITKIN COUNTY WEBSITE ( w pitkincounty.com ) ON THE/3 ' DAY OFa)te.t(b(r 2018. ,,/ ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE �t4 DAY OF )..t rsocar 2018. PUBLISHED BY TITLE AND SIIORT SUMM AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE </t& DAY OF { kir- 2018. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFI IAL PITKIN COUNTY WEBSITE (www.pitkincounty corn) ON THE/ " DAY OF_�1�/i�ay.'y 2018 ATTEST: BOARD OF COUNTY COMMISSIONERS - 1, By c-/10,011,1 By - JeanOte Jones - t Patti Clapper, Chair Deputy County Clerk Date. �Qpp /i'/ Uf� APPROVED AS TO FORM: MANAGER APPROVAL John Ely, County Attorney Jon Pcac ck, County Manager Gary Tennenbaum, Director Open Space &Trails 3 I the printed portions of this foun,except differentiated additions,have been approved by the Colorado Real Estate Commission 2 (CBS4-8-13)(Mandatory 1-14) J 3 4 THIS FORM HAS IMPORPANT LEGAI. CONSEQUENCES AND TIIE PARTIES SHOULD CONSIII I LEGAL AND TAX OR 5 OTHERCOUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (LAND) 9 (❑x Property with No Residences) 10 (❑ Property with Residences-Residential Addendum Attached) II 12 13 Date: 08 15 2018 14 AGREEMENT 15 1. AGREEMENT. Buyer, identified in §2 I, agrees to buy, and Seller, identified in §2 3, agrees to sell, the Property 16 described below on the terms and conditions set forth in this contract(Contract). 17 2. PARTIES AND PROPERTY. 18 2.1. Buyer. Buyer, Board of County Commissioners of Pdkrn County will take title to the Property 19 described below as ['Joint Tenants ❑Tenants In Common ❑X Other 20 2.2. Assignability and Inurement. This Contract ❑ Is ❑X Is Not assignable by Buyer without Seller's prior written 21 consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, personal representatives, 22 successors and assigns of the parties. 23 2.3. Seller. Seller, Grace Church of the Rearing Fork Valley.Inc ,is the cun'ent ownei of the 24 Property described below 25 2.4. Property. The Property is the following legally described real estate in the County of r"rkn Colorado: 26 A 10 acre portion of Pitkin County Assessors Parcel#246513200014 as substantially depicted on Exhibit"A"and to be further defined by the parties as set forth in Sections 1 and 3 of Addendum 1 to the Contract 28 29 30 known as No 1776 Emma Rd, BASALT, CO 81621 31 Street Address City State Zip 32 together with the interests,easements, rights, benefits, improvements and attached fixtures appurtenant thereto,and all interest of 33 Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property) 31 2.5. Inclusions. The Puichase Price includes the following items(Inclusions). 35 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract 36 Other Fixtures: 37 NA 38 39 If any fixtures are attached to the Property after the date of this Contract,such additional fixtures are also included in the Puichase 40 Price. 41 2.5.2. Personal Property. If on the Property,whether attached or not,on the date of this Contract, the following 42 items are included: 43 NA 44 45 Other Personal Property: 46 NA 47 48 The Personal Properly to be conveyed at Closing must be conveyed by Seller free and cleat of all taxes (except 49 personal property taxes for the year of Closing),liens and encumbrances,except 50 Conveyance will be by bill of sale or other applicable legal instrument 51 2.5.3. Trade Fixtures. With respect to bade fixtures,Scllct and Buyer agree as follows: 52 NA 53 C1154-a-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page lof l9 54 The (rade Fixtures to be conveyed at Closing will be conveyed by Seller Lee and clear of all taxes(except personal 55 property taxes for the year of Closing),liens and encumbrances,except NA . Conveyance 56 will be by bill of sale or other applicable legal instrument 57 2.6. Exclusions. The following items are excluded(Exclusions): 58 NA 59 60 2.7. Water Rights,Well Rights,Water and Sewer Taps. 61 ❑X 2.7.1. Deeded Water Rights. The following legally described water rights: 62 See Section 5 of Addendum 1 to this Contract 63 64 Any deeded water rights will be conveyed by a good and sufficient s'A'"•^°a"°DNA"A•'N^^N deed at Closing. 65 ❑X 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2 7 1, 2 7.3, 66 2 7.4 and 2.7.5,will be transferred to Buyer at Closing. B7 See Section 5 of Addendum 1 to this Contract. 68 69 70 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that 71 if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well"used for ordinary household purposes, 72 Buyer must,prim to or at Closing,complete a Change in Ownership form for the well.If an existing well has not been registered 73 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 74 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 75 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing.The Well Permit# is 76 77 U 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows 78 79 80 2.7.5. Water and Sewer Taps. Note: Buyer is advised to obtain,from the provider,written confirmation of 81 the amount remaining to be paid,if any,time and other restrictions for transfer and use of the taps. 82 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2(Other Rights Relating to Water, 83 § 2.73 (Well Rights), or § 2.74 (Water Stock Certificates). Seller agrees to convey such rights to Buyer by executing the 84 applicable legal instrument at Closing. 85 2.8. Growing Crops. With respect to growing mops,Seller and Buyer agiee as follows. 86 NA 87 88 3. DATES AND DEADLINES. -- Item No. Reference Event Date or Deadline 4.3 Alternative Earnest Money Deadline Title ytweek from MEC 3 alb Title . aweeb from MEC �.3 . lweek from MEC . 8.3 Oldecnon Deadline 3weeks from MEC • 8.4 Title Resolution Deadline 4weeksfrom MEC • 8.6 Ri,,ht of First Refusal Deadline a� sIJ !. 1u1. htThhIhh1 � Disclosure 11 5.1 Loan Ai'amnion Deadline NA 11 Bu er's Credit Information Deadline NA 14 aisa••roval of Bu er's Credit Information Deadline 15 Exrshn• Loan Documents Deadline NA 16 Existm: Loan Documents Ob'ection Deadline NA CBM-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 2 aril Item No. Reference Event Date or Deadline 17 §5.4 Loan Transfer Approval Deadline NA 18 §4.7 Seller or Private Financing Deadline NA Appraisal =--=ti^m-0 '-'-- ` A -n 19 §6.2 Appraisal Deadline NA 20 §6.2 Appraisal Objection Deadline NA Survey " 21 §9.1 Current Survey Deadline See Addendum 5I 22 §9.2 Current Survey Objection Deadline See Addendum§1 23 §9.2 Current Survey Resolution Deadline See Addendum§t Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline 3 weeks from MEC 25 § 10 3 Inspection Resolution Deadline 4 weeks from MEG 26 § 105 Property Insurance Objection Deadline 3 weeks from MEC 27 § 10.6 Due Diligence Documents Delivery Deadline I week from MEC 28 § 10.6 Due Diligence Documents Objection Deadline 3weeks from MEC 29 § 10.6 Due Diligence Documents Resolution Deadline 4 weeks from MEC 30 § 10.6 Environmental Inspection Objection Deadline NA 31 § 10.6 ADA Evaluation Objection Deadline NA 32 § 10.7 Conditional Sale Deadline _ NA 33 § 11.1 Tenant Estoppel Statements Deadline _ 1 week from MEC 34 § 11.2 Tenant Estoppel Statements Objection Deadline 3 weeks tram MEC _ Closing and Possession 35 § 12.3 Closing Date December 1a,2018 36 § 17 Possession Date _ December ra,2018 37 § 17 Possession Time Spm 38 §28 Acceptance Deadline Date _ August 21 39 §28 Acceptance Deadline Time Spm 89 3.1. Applicability 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 corresponding provision of this Contract to which reference is made is deleted. 92 The abbreviation"MEC'(mutual execution of this Contract)means the date upon which both parties have signed this Contract. 93 4. PURCHASE PRICE AND TERMS. 94 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S Dollars by Buyer as follows. Item Nu. Reference Item Amount Amount 1 _ §4.1 Purchase Pike $ 600,00000 - 2 §4.3 Earnest Money ms's- $ 40.00000 3 §4.5 New Loan L ,aY $ 4 §4 6 Assumption Balance 5 §4 7 Private Financing $ 6 §4 7 Seller Financing 7 8 9 §4.4 Cash at Closing _ == A"'_"��- $ 560.000 00 10 TOTAL $ mono $ 600.00000 95 4.2. Seller Concession. Seller, at Closing, will credit, as directed by Buyer, an amount of$la to assist 96 with any and all of the following:Buyer's closing costs,(Seller Concession).Seller Concession is in addition to any sum Seller has 97 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate 98 of what is allowed by Buyer's lender as set forth in the Closing Statement,Closing Disclosure or HUD-1,at Closing 99 4.3. Earnest Money. The Earnest Money set forth in this section,in the form of wire or check will be 100 payable to and held by Lend Title Guarantee (Earnest Money Holder), in its trust account, on behalf of both 101 Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to CBS4-1-13. CONRACT TO BUY AND SELL REAL ESTATE(LAND) Page 3 of 17 102 an Alternative Earnest Money Deadline(§3)foi its payment. The parties authorize delivery of the Earnest Money deposit to the 103 company conducting the Closing(Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed 104 to have interest on Earnest Money deposits transfer red to a fund established foi the purpose of providing affordable housing to 105 Colorado residents, Seller and Buyer acknowledge and agree that any Interest accruing on the Earnest Money deposited with the 106 Earnest Money Holder in this transaction will he transferred to such fund. 107 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 108 time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline(§3). 109 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to 110 the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in§25 and•except as piovided 111 in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute 112 and return to Buyer on Broker working with Buyer, written mutual instructions (e g, Earnest Money Release form), within three 113 days of Seller's receipt of such form 114 4.4. Form of Funds;Time of Payment; Availahle Funds. 115 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 116 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 117 check,savings and loan teller's check and cashier's check(Good Funds). 118 4.4.2. Time of Payment; Available Funds. All funds,including the Purchase Price to be paid by Buyer, must be 119 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 120 Closing OR SUCH NONPAYING PARTY WILL DE IN DEFAULT. Buyer represents that Buyer, as of the date of this 121 Contract, ❑X Does ❑ Does Not have funds that arc immediately verifiable and available in an amount not less than the amount 122 stated as Cash at Closing in§4 I. 423 4:57 A4.. L..om 424 424 ......e,lo....di...,.....t E..,iad.,rev..:J it...,..,e..d h,......r:e,..t.....f__s,e..r.,E..i...J by 1,0- 446 J.,.-1-26 473,2. P ,e. May Sel_.t P:aeneistg. Bar. ...a, pe, ... er'h-e, s: -: _ ::: ::7 448 449 Gale 430 444 Berm-,e: xt frnE Ir, § 1.1, p. ae:,tly pe,eLk. •d $ Ex:no:pal a,.d 442 p,.a..atly ..1 the.rte of IC per 8mm.,, sad else:RelndL.g,.sere.. far tk„f Ilea.inb e.. ..d:.Mcd: ❑ Re..l l:-t_6 T....e A3 ❑ ❑ 434 .,,t,..a.a.J ...- :%v,.r..aaa._,.. sob B. at.. r,..,..,c..l ..:II .,e[ex..._d $_ _ Per _v .r••I ,..RI 444d - 7 .• • _ . . , 444 .. .. . .. -. 7777 439 Seller ID .W+H ❑ - - 7777- - 449 . . . . . . . - - ❑def _ +43 le,,.e...o..nt rad to c..eeea$ _ •• .. A43 4Lilt. Pr;-ate :cg. 444 443 .. . .. . . .. . . .. .. ... 444 .,f f,..,...6,b,:,.eluJla.g ..la fh.a e.-nat a pato,:..-,.e.,,et from th.I„w. +48 4.7.17 . . - . .. 449 'Beyer ❑ - . • . . ... .. :'a_ d..a,.,,ws,L. to Ila oil- Peat, .4. .4 b..f 444 7777 444 even S.JI.. d.d.rm:,,inb .vketh_, s,.eh faa..adng is set:...afry f the S,46.r,in.,le4i..ga pr.y...eM„iMe..at rate, 445 444 Gnam,L,g (§ 4.I), th:.. Centr..et is ,...,,dd:..aal been Beyer d..Re,.u,,:,,b .A,etker ...eh fina..etay is satisfaete., to th., Buie., 159 en. 160 CDS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 4 or 17 161 I TRANSACTION PROVISIONS , 4a S. FINANCING CONDITIONS AND OBLIGATIONS. ata i-4. } .. . •.. . . ::- e0�f4'we :... . ._ ::�_ • . . +f3 .,. . leeat+reppnweF +66 . , . ._ ...; _. .:- .:. . . . . kw-ihanek-bnneRFtvE•-13tryuw 171 Btil£R'S-W11/14€ -NOTICE TOTERM1NA '_ . _ . _. . ._ • _ • . : -- N3 443 esoR54; . •N3 S: Ci.dd 100.0 make..- It 00 444,005 Iva.: .. sl (., .. .: . :': .. ;- -- ;:' -P3 '4+)-R»:+m-m090.4nPPi : . lin..(a 3), et Bn7ervn 4444 . 449 n,d.e,.re...a , '._. '. . ... . - , . a:erndRuleendcP +$} dirt ft'k0 . -" ,� _ •. . +S2 (§ 3). '. 4443 S:A. $xi.,tLg Le,.,, Review: - • ..... . . .. .. .. 4445 . -... • .'. :-4ff0..; hi.— ;LA ',...6.I e..J nvo.,.>I ..1'lln.'p. ..: „f. M-F^a.r-dr,.. . . `s. 0.9 - .. . -.. :. : . . , a40 Lrminnte • - Right 4 T M%' to .mde. §25 1, en .,,-bc( -Glesmg 192 0.0§-06 444 6: A?PRAItAL PRBWt ZONE. 41.4 +93 494 492, §6ldsnot ap it fe.... . . +99 renreMs-hevabeeneampleR+d�e"'F'Fr�+�+ �.R�f� �0e�wed-in 200 wanfy-Rile* 0446 28? be3.++ E;emvewlieRal/011ier•. Buy..r im, iM. x;•. ..':. . . :_. .. ..,;.. 203 Th.-app,eisa: R . ; :. - : :. ... ... . ; ,_ -: (§3). &.}er he. t{..- I4;b14 t. 208 WBsifren+ke-Pdn.;. . - ; 209 64. •- .. • . :. . :: e of nL Ce,d,au-..jet 6e li..felj paid by 240 0 Beyer Q .rt.446eeypaa4s441-.nay'''.- . . . . _. ... :•. :: : ,,:.;_ 211 Re nt:reRigeee: 212 94 •_ • _ -._ e iee14044-the-lbeepettris-leteeedakio- v§.4414146 Ceen.n.,,1044._.A -H C.,..,..,.a.itf a d 3..4.rt044 744 ° 215 fnHewher <13S4-8-I.i. COMTRACf1'O BUY AND SELL REAL ESTA1 L(LAW) Page 5 of 17 244 r'LJ, All 0,,..er..' A.,,eek.Cen deele.atie..s, afti,Js .,f in.arp..retw.., 6,k.t✓, a.ti.is .,f 214 ab.0 .....,t„r„I.,e..J..g..lah.n..,,rse.., ..all egr. at..; 238 4ch3. A4m.Ne.ef...ast..,,...t e..nael Bwn...✓..,.ei...g, 249 4d.3: . .. .. ..,. . .. ...: . - 220 1.1.16 .A th:.. Ce..t...A. If....... ..f th.. p.ue.&nb n.L.ht. ..x'A, tl..,, ti,. mat :e ..A ...in.D..,, :f any (I§ 7.1.1, 7.1.2 and 7 1 3, 223 222 7+4e Th.mo.,t r....m fn,.aeiel dew,...nts .vhiehe„n,:st of (l)-o..n,ml and ...oat ate! : (3)a.,..a..1 b,.dbet,(4)as.,r.'e st.d,, and(5)..eti..of kA-id 224 b.., 224 7:3: Cem:c.;:, lnt.:<sl Cemmnna,, D:aeleaar-. THE PROPERTY IS LOCATED WITHIN A COMMON 224 _ __ . . °” . _ _ _ . . _ . . . . • - _ _ _ 227 • _ .. . . .. . . . _ . . .. . _ 232 ..e . . . . „ ... .. . . . . . .. . ... .._ . .. . . 233 __a _ . . _•5 - . e __ _ 236 ._ . . . . . .. . . . .. . . .. .. . • 233 .- .... _ _ . . __ . - . . _ _ . . .5 • 239 i'f3E-ASSOCIATI44N. 240 4-3: A„e.:..t'oa D..e..m...t..le B-ye.. 241. 243 ❑ 244 Pinter,at S.AI_r's 243 244 r...,.Ipt of tL.A,..oereter D..:. - _ . . . .. .ay. -. 248 #. C.,..ditem.l an B-yer', Review. B..ye. has th.,right t.,r.viewth.As..:at:e.. Du,,..m.nt.. Buyer-le. . R:bft t, 230 .. .. . .... . . . - .. . . . . . . . . .. . _... _ 231. .,: .'. •: . : : . . . • .. '. . . • . '' :-ken, has (ho Right to Tei:ein:.te under§ 25.1 6� B,.y.t'..N,.h,... 244 Hat.(§3),D..y.r,N.Aica . . . ,. ,. : . • - _ _.-' : : . .... . . 257 _ .. .. . . .. _ 258 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 259 8.1. Evidence of Record Title. 260 8.1.1. 9 Seller Selects Title Insurance Company. If this box is checked, Seller will select the title Insurance 261 company to furnish the owner's title Insurance policy at Seller's expense. On or before Record Title Deadline(§3), Seller must 262 furnish to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the 263 Purchase Price, or if this box is checked, ❑ an Abstract of Title certified to a current date. Seller will cause the title insurance 261 policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 265 8.1.2. EX Buyer Selects Title Insurance Company. If this box is checked,Buyei will select the title insurance 266 company to furnish the owner's title instance policy at Buyer's expense. On of before Record Title Deadline(§3),Buyer must 267 furnish to Seller, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the 268 Purchase Price. 269 If neither box in §8 1.1 or§ 8.1.2 is checked.§8.1.1 applies. 270 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment ❑X Will ❑ Will Not commit to delete of 271 insure over the standard exceptions which relate to. (I) parties in possession, (2) unrecorded easements, (3) survey matters, (4) 272 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, 273 assessments and unredeemed tax sales prior to the yeas of Closing (OEC) If the title insurance company agrees to provide an ('11S44.13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 6 of 17 274 endorsement for OEC,any additional premium expense to obtain an endorsement for OEC will be paid byX❑ Buyer ❑ Seller 275 ❑One-Half by Buyer and One-Half by Seller ❑Other _ 276 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 277 8.1.4. Title Documents. Title Documents consist of the following. (I) copies of any plats, declarations, 278 covenants,conditions and restrictions burdening the Property,and(2)copies of any other documents(or,if illegible,summaries of 279 such documents)listed in the schedule of exceptions(Exceptions) in the 1 itle Commitment furnished to Buyer(collectively, Title 280 Documents). 281 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline (§ 3), copies of all 282 Title Documents. This iequirement pertains only to documents as shown of record in the office of the clerk and recorder in the 283 county where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense 284 of the patty or parties obligated to pay fm the owner's title insurance policy. 285 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 286 portion of the Property(Abse act of Title)in Seller's possession on or before Record Title Deadline(§3). 287 8.2. Record Title. Buyer has the right 10 review and object to the Abstract of Title or Title Commitment and any of the 288 Title Documents, as set forth in§ 8.4 (Right to Object to Title, Resolution)on or before Record Title Objection Deadline(§ 3). 289 Buyer's objection may be based on any unsatisfactory form or content of Tule Commitment or Abstract of Title,notwithstanding§ 290 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion If the Abstract of Title, Title Commitment or 291 'I rtle Documents are not received by Buyer,on or before the Record Title Deadline(§3),or if there is an endorsement to the 1 rtle 292 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title Commitment will be 293 delivered to Buyer.Buyer has until the eailier of Closing or ten days after receipt of such documents by Buyer to review and object 294 to. (1)any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or 295 Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of 296 'Title Objection,pursuant to this§8.2(Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.4 297 (Right to Object to Title, Resolution) If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents 298 required by§ 8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection 299 by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title 300 Commitment and Title Documents as satisfactory. 301 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline(§3), true copies of all 302 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, 303 without limitation, governmental improvements approved, hut not yet installed) or other title matters (including, without 304 limitation, ights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Recoid 305 Matters). Buyer has the r ight to inspect the Property to investigate if any third party has any right in the Property not shown by 306 public records (e.g.,unrecorded easement, boundary line discrepancy or water rights) Buyer's Notice to Terminate or Notice of 307 1 rtle Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§8 2 308 and § 13), in Buyer's sole subjective discretion, must be received by Sellei on or before Off-Record Title Objection Deadline 309 (§3). If an Off-Recoid Matter is received by Buyei after the Off-Record Title Deadline (§3), Buyer has until the earlier of 310 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to 311 Terminate or Notice of Title Objection pursuant to this§ 8.3 (Off-Record Title),any title objection by Buycr and this Contract are 312 governed by the provisions set forth in § 8 4 (Right to Object to Title,Resolution). If Seller does not receive Buyer's Notice to 313 Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such rights,if any, 314 of third parties of which Buyer has actual knowledge 315 8.4. Right to Object to Title,Resolution. Buyer's right to object to any title matters includes,but is not limited to those 316 matters set forth rn§§8 2 (Record Title),8.3 (Off-Record Title)and 13 ('Transfer of Title),in Buyer's sole subjective disci etion If 317 Buyer objects to any title matter,on or before the applicable deadline, Buyer has the following options: 318 8.4.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice 319 of Title Objection)on or before the applicable deadline, and if Buyer and Sellei have not agreed to a written settlement thereof on 320 of before Title Resolution Deadline (§3), this Contract will terminate on the expiration of Title Resolution Deadline (§3), 321 unless Seller receives Buyer's written withdrawal of Buyer's Notice of 7 tile Objection (i e, Buyer's written notice to waive 322 objection to such items and waives the Right to Terminate for that reason),on or before expiration of Title Resolution Deadline 323 (§3). If either the Record Title Deadline or the Off-Record Title Deadline,or both, are extended to the earlier of Closing or ten 324 days after receipt of the applicable documents by Buyer, pursuant to § 8 2 (Record Title) or § 8 3 (Off-Record Title), the Title 325 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 326 applicable documents,or 327 8.4.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminale under § 25.1, on or 328 before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 329 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 330 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 331 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 332 FOR INCREASED MILL LEVIES AND TAX 1'0 SUPPORT THE SERVICING OF SUCH DEBT WHERE CBSJ41-13. CONTRACT YO BUY AND SELL REAL ESTATE(LAND) Page 7 of 17 333 CIRCUMSTANCES ARISE RESULTING IN TILE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 334 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 335 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 336 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR T11E PROPERTY,AND BY OBTAINING 337 FURTHER INFORMATION FROM TAE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 338 RECORDER,OR THE COUNTY ASSESSOR. 339 Buyer has the Right to Terminate under §25.1, on or before Off-Record Title Objection Deadline (§3), based on any 340 unsatisfactory effect of the Pmpcdy being located within a special taxing disnicl,in Buyer's sole subjective discretion. 341 8.6. Right of First Refusal or Contract Approval. If there is a right of fist refusal on the Property oi a right to approve 342 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the 343 right of first refusal exercises such right or the holder ofa right to approve disapproves this Contract,this Contract will terminate. 344 If the right of first refusal is waived explicitly or emu]es,oi the Contract is approved,this Contract will remain in full force and 345 effect.Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval 346 of this Contract has not occurred on or before Right of First Refusal Deadline(§3),this Contract will then terminate 347 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 348 carefully.Additionally,other matters not reflected o the Title Documents may affect the title,ownership and use of the Properly, 349 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 350 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or ander the Property, and 351 various laws and governmental regulations concerning land use,development and environmental matters.The surface estate may 352 be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include 353 transfer of the mineral rights or water rights. Third parties may hold interests in oil, gas, other minerals, geothermal 354 energy or water on or under the Property,which interests may give them rights to enter and use the Property.Such matters, 355 and others, may be excluded from or not covered by the owner's title insurance policy Buyer is advised to timely consult legal 356 counsel with respect to all such matters as there ale sn ict time limits provided in this Contract [e.g., Record Title Objection 357 Deadline(§3)and Off-Record Title Objection Deadline(§3)j. 358 9. CURRENT SURVEY REVIEW. 359 9.1. Current Survey Conditions. If the box in § 9.1,1 or§ 9 12 is checked, Buyer, the issuer of the Title Commitment 360 or the provider of the opinion of title if an Abstract of Title, and Buyer's and sellers Attorneys will receive an Improvement Location 361 Certificate, Improvement Survey Plat or other form of survey set forth in § 9 1.2 (collectively, Current Survey), on or before 362 Current Survey Deadline(§3). The Current Survey will be certified by the surveyor to all those who are to receive the Current 363 Survey 364 ❑ 9.1.1. Improvement Location Certificate.If the box in this§ 9.1.1 is checked,❑X Seller ❑Buyer will order or 365 p�rovide,and pay,on or before Closing,the cost of an Improvement Location Certificate. 366 LXJ 9.1.2. Other Survey. If the box in this§9.1.2 is checked,a Current Survey,other than an Improvement Location 367 Certificate,will be an❑X Improvement Survey Plat or❑ .The parties agree that payment ofthc cost of 368 the Current Survey and obligation to order or provide the Current Survey are as follows: 369 See Addendum § 1 370 371 372 9.2. Current Survey Objection. Buyer has the right to renew and object to the Current Survey.If the Current Survey is 373 not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion,Buyer may,on oi before Current 374 Survey Objection Deadline(§3),notwithstanding§ 8 3 or§ 13: 375 9.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated,or 376 9.2.2. Current Survey Objection. Deliver to Seller a written description of any matter that was to be shown m is 377 shown in the Current Survey that is unsatisfactory and that Buyer requnes Seller to correct 378 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller, on or before Current Survey 379 Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Current Survey 380 Resolution Deadline(§3),this Contract will terminate on the Current Survey Resolution Deadline(§3),unless Seller receives 381 Buyer's written withdrawal of the Current Survey Objection before such termination, i.e., on or before expiration of Current 382 Survey Resolution Deadline(§3). 383 CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) ('age 8 of 17 384 DISCLOSURE,INSPECTION AND DUE DILIGENCE 385 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNIFY, INSURABILITY. DUE DILIGENCE AND SOURCE 386 OF WATER. 387 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline(§3),Seller agrees to deliver to 388 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 389 by Seller to Seller's actual knowledge,current as of the date of this Contract. 390 10.2. Inspection Objection. Unless otherwise provided in this Contract,Buyer acknowledges that Seller is conveying the 391 Property to Buyer in an"as is"condition,"where is"and"with all faults." Colorado law requires that Seller disclose to Buyer any 392 latent defects actually known by Seller.Disclosure of latent defects must be in writing. Buyer,acting in good faith, has the right to 393 have inspections(by one or more third parties,personally or both)of the Property and Inclusions(Inspection),at Buyei's expense. 394 If(I)the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the 395 electrical,plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions,(3)service 396 to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and 397 plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise 398 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole 309 subjective discretion,Buyer may,on or hefoie Inspection Objection Deadline(§3) 400 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 401 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 402 Buyer requires Seller to correct. 403 10.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 404 Deadline (§3) and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 405 Deadline (§3), this Contract will terminate on Inspection Resolution Deadline (§ 3) unless Seller receives Buyer's written 406 withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline 407 (§3) 408 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 409 between the parties,is responsible foi payment foi all inspections,tests,surveys,engineering reports,or other reports performed at 410 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 411 must not permit claims or liens of any kind against the Property for Work performed on the Property Buyer agrees to indemnify, 412 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such 413 Work, claim,or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 414 any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees, legal fees and 415 expenses. The provisions of this section survive the termination of this Contract. This § 10 4 does not apply to items performed 416 pursuant to an Inspection Resolution. 417 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of and premium for 418 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 419 Objection Deadline(§3),based on any unsatisfactory provision of the Property Insurance,in Buyer's sole subjective discretion 420 10.6. Due Diligence. 421 10.6.1. Due Diligence Documents. lithe respective box is checked,Seller agrees to deliver copies of the following 422 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 423 Documents Delivery Deadline(§3): 424 ❑X 10.6.1.1. All contacts relating to the operation,maintenance and management of the Property; 425 ❑ 10.6.1.2. Property tax bills for the last years; 426 ❑ 10.6.1.3. As-built construction plans to the Properly and the tenant improvements, including architectural, 427 electrical, mechanical, and structural systems, engineering reports, and permanent Certificates of Occupancy, to the extent now 428 available, 429 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer, 430 ❑ 10.6.1.5. Operating statements foi the past years; 431 ❑ 10.6.1.6. A rent toll accui ate and correct to the date of this Contract, 432 ® 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the 433 Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases). 434 435 436 437 0 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been 438 completed and capital improvement work either scheduled or in process on the date of this Contract; 439 ❑X 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 440 for the past 3 years; CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 9 of 17 441 ® 10.6.1.10.Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered 442 earlier under§ 8.3), 443 © 10.6.1.11.Any and all existing documentation and reports r egaiding Phase I and II environmental reports, 444 letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or 445 other toxic hazardous or contaminated substances,and/or underground storage tanks and./or radon gas. If no reports are in Seller's 446 7ossession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller: 447 J 10.6.1.12.Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of the 448 Property with said Act; 449 ❑ 10.6.1.13.Ail permits, licenses and other building or use authorizations issued by any governmental 450 authority with jurisdiction over the Property and written notice of any violation of any such permits,licenses or use authorizations, 451 if any;and 452 ❑X 10.6.1.14.Other documents and information: 453 All correspondence with the Home Supply Ditch Company 454 455 456 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 457 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 458 discretion,Buyer,may,on or before Due Diligence Documents Objection Deadline(§3). 459 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 460 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 461 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 462 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller,on 463 or before Due Diligence Documents Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement 464 thereof on or befoie Due Diligence Documents Resolution Deadline (§3), this Contract will terminate on Due Diligence 465 Documents Resolution Deadline (§3) unless Seller receives Buyer's written withdrawal of the Due Diligence Documents 466 Objection before such termination,i.e.,on or befoie expiration of Due Diligence Documents Resolution Deadline(§3). 467 10,6.4. Zoning. Buyer has the Right to Terminate under§25.1,on or before Due Diligence Documents Objection 468 Deadline(§3),based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction 469 over the Property, in Buyer's sole subjective discretion 470 10.6.5. Due Diligence—Environmental, ADA. Buyer has the right to obtain environmental inspections of the 471 Property including Phase I and Phase II Environmental Site Assessments,as applicable.❑Seller ❑Buyer will order or provide 472 ❑ Phase 1 Environmental Site Assessment, ❑ Phase II Environmental Site Assessment(compliant with ASTM El 527-05 473 standard practices for Environmental Site Assessments) and/m ❑ , at the expense of❑ Seller ❑ 474 Buyer(Environmental Inspection) In addition, Buyer, at Buyer's expense, may also conduct an evaluation whether the Property 475 complies with the Americans with Disabilities Act(ADA Evaluation) All such inspections and evaluations must be conducted at 476 such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the 477 Property,if any. 478 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the 479 Environmental Inspection Objection Deadline (§3) will be extended by days (Extended Environmental Inspection 480 Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date(§3), 481 the Closing Date(§3)will be extended a like period of time In such event,0 Seller ❑ Buyer must pay the cost for such Phase 482 II Environmental Site Assessment. 483 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.5, Buyer has the 484 Right to Terminate under§25.1,on or before Environmental Inspection Objection Deadline(§3),or if applicable the Extended 485 Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole 486 subjective disci etion. 487 Buyer has the Right to Terminate under §25.1, on or before ADA Evaluation Objection Deadline (§3), based on any 48g unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 489 490 i....._d be D_z_r k..,,..,• .. . Bnje, has tl._ Rlekt t., T..Rair...t. m.d.r §25.1 493 . .. .. :. : .. .. . . . . . ., _ .. r - . .- 494 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer ❑ Does ❑ Does Not 495 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable 496 water for the Propery.Buyer❑Does L]Does Not acknowledge receipt of a copy of the current well permit. Li There is No Well. 497 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 498 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 499 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. CBS4-8-13. CONTRACT TO BCV AND SELL REAL ESTATE(LAND) Page 10 of 17 500 10.9. Existing Leases;Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 501 to the Buyer at the time of Closing contain any rent concessions, rent reductions of rent abatements except as disclosed in the 502 Lease ea other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases not will Seller 503 enter into any new leases affecting the Pioperty without the prior written consent of Buyer,which consent will not be unreasonably 504 withheld or delayed. 505 II. TENANT ESTOPPEL STATEMENTS. 506 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. 507 Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§3), statements in a form and 508 substance reasonably acceptable to Buyer, fiom each occupant or tenant at the Property(Estoppel Statement)attached to a copy of 509 the Lease slating: 510 11.1.1. The commencement date of the Lease and scheduled teimination date of the lease; 511 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 512 amendments; 513 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits paid to Seller; 514 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 515 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 516 11.1.6. that the Lease to which the Estoppel is attached is a true,correct and complete copy of the Lease demising 517 the premises it describes. 518 11.2. 'Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under §25.1, on or before Tenant 519 Estoppel Statements Objection Deadline (§3), based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective 520 discretion, or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline (§ 3). Buyer 521 also has the unilatet al right to waive any unsatisfactory Estoppel Statement. 522 523 CLOSING PROVISIONS 524 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 525 I2.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 526 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Sellei and their designees If 527 Buyer is obtaining a new loan to purchase the Property, Buyei acknowledges Buyer's lender is required to provide the Closing 528 Company, in a timely manner, all requued loan documents and financial information concerning Buyer's new loan. Buyer and 529 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 530 transaction.Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 531 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑)( Are Not executed with 532 this Contract. 533 12.3. Closing. Delivery of deed from Sellei to Buyer will be al closing(Closing). Closing will be on the date specified as 534 the Closing Date(§3)or by mutual agreement at an earlier date I he hour and place of Closing will be as designated by mmuar 535 44,4040"°'100,- 536 12.4. Disclosure of Settlement Costs, Buyer and Seller acknowledge that costs, quality, and extent of service vary 537 between different settlement service providers(c.g,attorneys,lenders,inspectors and title companies). 538 13. TRANSFER OF'TITLE. Subject to tender of payment at Closing as requited herein and compliance by Buyer with the 539 other terms and provisions hereof,Seller must execute and deliver a good and sufficient Spacial Warranty deed 540 to Buyer, at Closing,conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 541 provided herein, title will be conveyed free and clear of all liens, including any governmental liens for special improvements 542 installed as of the date of Buyer's signature hereon,whether assessed or not.Tide will be conveyed subject to' 543 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 544 accepted by Buyer in accordance with Record Title(§8.2). 545 13.2. Distribution utility easements(including cable TV), 546 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 547 knowledge and which were accepted by Buyer in accordance with Off-Record Title(§8.3)and Current Survey Review(§9), 548 13.4. Inclusion of the Property within any special taxing district, 549 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon,whether 550 assessed prior to or after Closing,and 551 13.6. Other CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 11 o117 552 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the 553 proceeds of this transaction or from any other source. 554 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 555 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and all other items required 556 to be paid at Closing,except as otherwise provided herein. 557 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer 9 Seller 555 ❑X One-Half by Buyer and One-Half by Seller 0 Other 559 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 560 assessments(Status Letter) must be paid by 9 Buyer 9 Seller ❑ One-Half by Buyer and One-Half by Seller 9 Nune. 561 Any record change fee assessed by the Association including,but not limited to,ownership record transfer fees,regardless of name 562 or title of such fee(Association's Record Change Fee) must be paid by 9 Buyer 9 Seller 9 One-Half by Buyer and One- 563 Half by Seller X❑ None 564 15.4. Local Transfer Tax. 9 The Local Transfer Tax of %of the Purchase Price must be paid at Closing by 565 9 Buyer 9 Seller 9 One-Half by Buyer and One-Half by Seller 0 None. 566 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing,such 567 as community association fees,developer fees and foundation fees, must be paid at Closing by ❑ Buyer ❑ Seller ❑ One- 568 Half by Buyer and One-Half by Seller ❑X None. The Private Transfer fee, whether one or more, is for the following 569 association(s) in the total amount of % of the Purchase 571) Price or$ 571 15.6. Water Transfer Fees. The Water Transfer Fees can change The fees,as of the date of this Contract,do not exceed 572 S for 573 U Water Stock/Certificates 9 Water District 574 9 Augmentation Membership ❑ Small Domestic Water Company 9 575 and must be paid at Closing by ❑X Buyer 9 Seller ❑One-Half by Buyer and One-Half by Seller 9 None. 576 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 9 577 Buyer 9 Seller ❑ One-Half by Buyer and One-Half by Seller ❑J( None. 578 16. PROBATIONS. The following will be prorated to die Closing Date(§3),except as otherwise provided. 579 16.1. Taxes. Personal property taxes,if any,special taxing district assessments,if any,and general real estate taxes for the 580 year of Closing,based on ❑ Taxes for the Calendar Year Immediately Preceding Closing X❑ Most Recent Mill Levy and 581 Most Recent Assessed Valuation,or ❑Other 582 16.2. Rents. Rents based on ❑ Rents Actually Received 9 Accrued At Closing, Seller will transfer or credit to 583 Buyer the security deposits for all Leases assigned. or any remainder after lawful deductions, and notify all tenants in writing of 584 such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must 585 assume Seller's obligations under such Leases. 586 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 587 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments fm deferred 588 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 589 Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital 590 Any special assessment assessed prior to Closing Date(§3) by the Association will be the obligation of 9 Buyer ❑ Seller. 591 Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's 597 signature hereon,whether assessed prior to or after Closing, will be the obligation of Seller. Seller represents that the Association 593 Assessments me currently payable at approximately$ per and that there me no unpaid regular 594 or special assessments against the Property except the current regular assessments and 595 Such assessments arc subject to change as provided in the Governing Documents. Seller agrees to promptly request the 596 Association to deliver to Buyer before Closing Date(§3)a current Status Letter 597 16.4. Other Prorations. Water and sewer charges,propane,interest on continuing loan,and 598 16.5. Final Settlement. Unless otherwise agreed in writing,these proration are final. 599 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date(§3) at Possession Time(§3), 600 subject to the Leases as set forth in§ 10.6.1.7. 601 602 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable 603 to Buyer for payment of$200.00 per day(or any part of a day notwithstanding § 18.1)from Possession Date(§3)and 604 Possession Time(§3)until possession is delivered. 605 CIIS4.S.13. CONTRACT TO DCV AND SELL REAL ESTATE(LAND) Page 12 or17 606 GENERAL PROVISIONS 607 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 608 18.1. Day. As used in this Conti act, the term "day" means the entire day ending at 11:59 p.m., United States Mountain 609 Time(Standard or Daylight Savings as applicable). 610 18.2. Computation of Period of Days,Deadline. In computing a period of days, when the ending date is not specified, 611 the first day is excluded and the last day is included (e.g., three days after MEC). If any deadline falls on a Saturday, Sunday or 612 federal or Colorado state holiday (Holiday), such deadline ❑X Will ❑ Will Not be extended to the next day that is not a 613 Saturday,Sunday or Holiday.Should neither boa be checked,the deadline will not be extended. 614 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 615 WALK-THROUGH. Except as otherwise provided in this Contract, the Pioperty, Inclusions or both will be delivered in the 616 condition existing as of the date of this Contract,ordinary wear and tear excepted. 617 19.1. Causes of Loss,Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 618 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Properly Damage),Seller is obligated 619 to repair the same before Closing Date(§3). Buyer has the Right to Terminate under§25.1,on or before Closing Date(§3), if 620 the Property Damage is not repaired before Closing Date(§3)oi if the damage exceeds such sum. Should Buyer elect to carry out 621 this Connect despite such Pioperty Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received 622 by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of any 623 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not 624 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date(§3) or, at the option of 625 Buyer,Seller must assign such proceeds at Closing,plus credit Buyer the amount of any deductible provided for in such insurance 626 policy,but not to exceed the total Purchase Price. 627 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 6211 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged 629 between the date of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement 630 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 631 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance 632 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 633 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under §25.1, on or before 634 Closing Date (§3), or, at the option of Buyer. Buyer is entitled to a credit at Closing for the repair or replacement of such 635 Inclusion or Service. Such credit must not exceed the Purchase Price. if Buyer receives such a credit, Seller's right for any claim 636 against die Association, if any, will survive Closing. Seller and Buyer are aware of the existence of pit-owned home warranty 677 programs that may be purchased and may cover the repair or replacement of such Inclusions. 638 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 639 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer,in writing, of such condemnation 640 action. Buyer has the Right to Terminate under §25.1, on oi before Closing Date (§3), based on such condemnation action, in 641 Buyer's sole subjective discretion Should Buyei elect to consummate this Contract despite such diminution of value to the 642 Property and Inclusions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution 643 in the value of the Property or Inclusions but such credit will not include relocation benefits oi expenses, or exceed the Pui chase 694 Price. 645 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 616 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 647 19.5. Risk of Loss—Growing Crops. The risk of loss for damage to glowing crops by fire or other casualty will be borne 648 by the party entitled to the growing crops as piovided m§ 2 8 and such party is entitled to such insurance pioceeds or benefits for 649 the growing crops 650 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 651 that the respective broker has advised that this Contract has important legal consequences and has iecommended the examination 652 of title and consultation with legal and tax or other counsel before signing this Contract. 653 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 654 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 655 hereunder is not performed or waived as herein provided,the nondefaulting party has the following remedies: 656 21.1. If Buyer is in Default: 657 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled,in which case all Earnest Money 658 (whether or not paid by Buyer) will be paid to Seller and retained by Seller; and Seller may recover such damages as may be CIIS4-8-13. CONTRACT TO DCV AND SELL REAL ESIATE(LAND) Page 13 or 17 659 proper;or Seller may elect to treat this Contiact as being in full force and effect and Sellei has the right to specific performance or 660 damages,or both. 661 21,1.2. Liquidated Damages, Applicable. This §21.1.2 applies unless the box in $21.1.1. is checked. All 662 Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller.Both parties will the,eafter be released 663 from all obligations hereunder. It is agreed that the Earnest Money specified in §4 I is LIQUIDATED DAMAGES, and not a 664 penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ I0 4,22,23 and 24), said payment of 665 Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly 666 waives the remedies of specific performance and additional damages. 667 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,in which case all Earnest Money received 668 hereunder will be returned and Buyer may recover such damages as may be proper,of Buyei may elect to neat this Contract as 669 being in full force and effect and Buyer has the right to specific performance or damages,a1 both. 670 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 671 or litigation relating to this Contract,pi for to or after Closing Date(§3),the aibitrator al court must award to the prevailing party 672 all reasonable costs and expenses,including attorney fees,legal fees and expenses. 673 23. MEDIATION. Ifa dispute arises relating to this Contract,prior to or after Closing,and is not resolved,the parties must first 674 proceed in goad faith to submit the matter to mediation.Mediation is a process in which the parties meet with an impartial person 675 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions The parties to the 676 dispute must agree, in wilting, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 677 share equally in the cost of such mediation.The mediation,unless otherwise agreed,will terminate in the event the entire dispute is 678 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the patty's 679 last known address This section will not alter any date in this Contract,unless otherwise agreed. 680 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 681 Money following receipt ofvTitten mutual instructions,signed by both Buyer and Seller.In the event of any controversy regarding 682 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money Earnest Money Holder, in its sole 683 subjective discretion, has several options: (1) wait fot any proceeding between Buyer and Seller; (2) interplead all patties and 684 deposit Earnest Money into a court of competent jurisdiction, (Earnest Money Holder is entitled to recover court costs and 685 reasonable attorney and legal fees incurred with such action): or(3)provide notice to Buyer and Seller that unless Earnest Money 686 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller)containing the case number of the 687 lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is 688 authorized to return the Earnest Money to Buyer In the event Earnest Money Holder does receive a copy of the Lawsuit,and has 689 not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order 690 of the Court.The parties reaffirm the obligation of Mediation(§23). This Section will survive cancellation m termination of this 691 Contract 692 25. TERMINATION. 693 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract Right to Teiminate), the 694 termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate), provided such written 695 notice was received on oi before the applicable deadline specified in this Contract. If the Notice to Teiminate is not received on or 696 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document oi condition as 697 satisfactory and waives the Right to Terminate under such provision. 698 25.2, Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be 609 returned and the parties ale relieved of all obligations hereunder,subject to§§ 10 4,22,23 and 24. 700 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL, This Contract, its exhibits and specified addenda, constitute 701 the entire agreement between the parties relating to the subject hereof,and any prior agreements pertaining thereto,whether oral or 702 written, have been merged and integrated into this Contiact No subsequent modification of any of the terms of this Contract is 703 valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this 704 Contract that,by its terms,exists or is intended to be performed after termination or Closing survives the same 705 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 706 27.1. Physical Delivery. All notices must be in wilting, except as provided in §27.2. Any document, including a signed 707 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any 708 signatory on behalf of Buyer,any named individual of Buyer, any representative of Buyer,or Brokerage Firm of Brokei working 709 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in §23 and except as provided in 710 §27.2). Any document, including a signed document of notice, from or on behalf of Buyer, and delivered to Seller is effective 711 when physically received by Seller, any signatory on behalf of Seller,any named individual of Seller, any representative of Seller, CBS4-8-13, CONTRACT TO BUY AND SELL.REAL ESTATE(LANn) Page 14 of 17 if 712 or Brokerage Finn of Broker working with Seller(except for delivery,after Closing,of the notice requesting mediation described 713 in§23 and except as pmovided in§27.2). 714 27.2. Electronic Delivery. As an alternative to physical delivery,any document,including a signed document or written 715 notice, may be delivered in electronic form only by the following indicated methods: © Facsimile © Email 716 ©Internet,If no box is checked, this§27.2 is not applicable and §27.1 governs notice and delivery.Documents with original 717 signatures will be provided upon request of any party. 718 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 719 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract In Colorado for property 720 located in Colorado. 721 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 722 Seller,as evidenced by their signatures below,and the offering party receives notice of such acceptance pursuant to §27 on or 123 before Acceptance Deadline Date(§3)and Acceptance Deadline Time(§3). If accepted,this document will become a contract 724 between Seller and Buyer.A copy of this Contract may be executed by each party,separately,and when each party has executed a 725 copy thereof,such copies taken together are deemed to be a hall and complete connect between the parties. 9S 726 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including hut not 727 limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§5),Title 728 Insurance, Record Title and Off-Record Title (§8), Current Survey Review (§ 9) and Property Disclosure, Inspection, 729 Indemnity,Insurability,Due Diligence and Source of Water(§10). 730 731 I ADDITIONAL PROVISIONS AND ATTACHMENTS 732 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 733 Commission.) 734 735 736 737 31. ATTACHMENTS. 738 31.1. The following attachments are a part of this Contract 739 Exhibit"A" 740 Addendum 1 741 742 31.2. The following disclosure fours are attached but are not a pat of this Contract: 743 744 745 746 SIGNATURES 747 Buyer's Name: Board of County Commissioners of Piton County Bayer's Name: Jif _ _ ' ` i n CA-Co SMC _ /:ri- r , ,. 10- 22 1 l ) nit. Buyer's Signetmc Patti C :per,Chair Ape„ Tuy. 's igudtur° Date Address: 30 C-// )39G4$t /r},{+1e,, (eo frim Address: g,�r/f /11Pru cJ "J7", Gp $l !r Phone No.. Phone No.: _ FaxNo.: _ - - - Fax No.: Electronic Address: Electronic Address: 748 [NOTE: If this offer is being countered or rejected,do not sign this document.Refer to§32j C384443. CONTRACr'TO BUY AND SELL REAL ESTATE(LAND) Page l5of17 Seller's Name. Grace Church of the Roaring Fork Valley, Inc. Seller's Name. Scllci's Signatuic Date Seller's Signature Date Address. Address Phone No.: Phone No Fax No.. Fax No.. Electronic Address: Electronic Addi ess: 749 - 750 32. COUNTER; REJECTION. This offer is ❑Countered El Rejected 751 Initials only of party(Buyer or Seller)who countered or rejected offer 752 ` END OF CONTRACT TO BUY AND SELL REAL ESTATE (To h...e.epl.Ld by Br.,1—e.v.,rki..g sift,B., Braker Bees . .. -.. - Br.,ke.�.,.... tl..h rf B:ela.5.ea Ci.... :.. tL. C,.....,,.t P4.,..✓y •• . e ❑ ❑Selk.'s Agent ❑T.......Ael:en Bns .ok.. .n 1h,..to a.tL,. ❑This L a Cho..ge of St..t.s. . - . ,... -..., ,. _. .. ❑lwstine B.ek..ag.L':.as &ryes pother Bral.cragc r:a.'.,N.....os Brokcc'N..m.. Date Address+ Plane-Ne.. S. Ne.: Bleexo.ieAddrees (To bece...pktcd by 14r..ke. .le:ki...g-.'4h S.JL:) • • . Broker Bees .. . . . ; S..el. .els... of Ea...est Me..e) .,.II h. -rad., w:N.L. C._ Jay., of De...al M.,..ey LULL'. :.»:rt ..f the ...ding-:th Slee.a a ❑Seller'.Agent ❑Buyer's-Agent ❑Teoxeaetie.. B.ek.r ❑Th...is,.Ck..nE,..of Status „e.are...,..t:.,.,„r..,....,.a.,.,;.,.. L t„b.P..:.i 6y ❑Seller ❑Beyer ❑Other CBS4-8-13. CONTRACTIO BUY AND SELL REAL ESTATE(LAND) Page 16 of 17 l3t'ak.r„g. B...I..,r's S:g.sta Bete Adtke Pl....e No.. FoxNe.. — — - Eleetfemet”otdeess - 753 CP"' R C9NTRACT'"O BM'IYHSE6brWOb£SFAT4 (6AN11) Page+i-Mi4 Seller's Name: GV8CS Church of the Roaring Fork Valey,Inc. Seller's Name: %AWa a. H4FFr6c0r SRaeys9 ,��1; 6,4t/gent Sellef'9 Signature Date Seller's Signature Date Address: /714 Farm /2414 Address: 13n&' ..r.) esti Phone No.: qTp-citts -se33 Phone No.: Fax No.: Fax No.: Electronic Address: kyr ra p�ygry, �p�co. Electronic Address: 749 750 32. COUNTER;REJECTION. This offer is 0 Countered 0 Rejected 751 Initials only of party(Buyer or Seller)who countered ar rejected offer 752 END OF CONTRACT TO BUY AND SELL REAL ESTATE $he. ❑Ben ❑ r. ., _... : : .. . . . . . : : . , - 0 Ba,e.'e kale* ❑Sex..'..t eat ❑ . ❑ ti.a CL ngeet(alp.. ❑fiMMg Brokerage Finn 0 Buyer 0 ether Breiterestafirmle-Nerna. _ stem*.Nemo, Bab Merits f4....w IL. Vee-Ned Elootreitio-Addrosw Rseher ❑ Den Q . , ... &el...:3....hi:aa.,:Ilh SS,as a ❑as&.'_ ttwt ❑Buyer'µgeM ❑T..e..a B ' L IY.6. iimr. ❑ThitaiWeCelieetge-*Stat ❑(hate. ❑Beyer ❑ether ADDENDUM I TO CONTRACT TO BUY AND SELL REAL ESI ATE BETWEEN GRACE CHURCH OF THE ROARING FORK VALLEY,INC.AS SELLER AND TilE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO AS BUYER DATED AUGUST 15,2018 This Addendum is made a part of that certain Conti act to Buy and Sell Real Estate dated August 15,2018 ("Contract") between the Board of County Commissioners of Pitkin County, Colorado, as buyer ("Buyer") and Grace Church of the Roaring Fork Valley,Inc. as seller("Seller"),with respect to a 10-acre portion of Prtkm County Assessor's Parcel#246513200014 to be specifically described pursuant to Section 1, below, located at 1776 Emma Rd,BASALT,CO 81621,in the County of Pitkin,State of Colorado(the "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. Survey. A The parties will split the cost of an Improvement Survey Plat of the entire Grace Church parcel The parties will in good faith attempt to reach agreement on the appropriate lot lines necessary to create the 10-acre parcel, in substantially the same location as depicted on Exhibit A appended to the Contract, to be conveyed to the County. If the parties cannot reach agreement on the proposed lot lines within three (3) weeks of the survey issuance,or any later date acceptable to the parties,the Contract will terminate with the effect of Section 25.2 of the Contract. If the parties reach agreement,a separate survey of just the 10-acre parcel will be ordered and that survey will be the"Survey"under the Contract and that 10-acre parcel will be the"Property"under the Contract. B. 'I he Survey shall be certified by a licensed Colorado surveyor for the express benefit of Seller, Buyer, Seller's attorney, Buyer's attorney, and the Title Company, depicting all property corners, improvements, easements and rights of way, driveways, parking areas, walls, fences,encroachments on or off the Property, utility lines and utility installations, and restrictions of record Cost of the survey shall be split equally by the parties. The 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. In the event the Survey discloses mailers, 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 Title Objection Deadline.If Buyei in fact gives such notice to Seller in a timely manner,the provisions of y 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 on the Improvement Survey. C. The parties anticipate that additional survey work will be required to effectuate the Subdivision Exemption contemplated by Section 3, below as well as to enable Seller to insure it's remainder parcel should it choose to do so. The parties agree to split the cost of all survey work reasonably necessary to fulfill the purposes of this Contract 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 that Buyer and Seller each agreement on the legal description of the Property, 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 to a prompt return of all Earnest Money paid. In the event such ordinance is timely adopted,Buyer shall,at the request of Seller,re-execute this Contract by 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. Pitkin County Subdivision Exemption Approval. The Property to be conveyed to the Buyer is an approximately 10-ace portion ("Open Space Parcel") of a larger parcel of approximately 17.5 acres ( Parent Parcel") The Seller will retain a parcel of approximately 7.5 acres, to be depicted on the Survey (Remainder Parcel"). Seller acknowledges that in connection with Buyer's proposed purchase of the Property as provided for herein,Buyer shall use its best efforts to obtain any approvals and satisfy any requirements,at Buyer's sole expense, necessary to process and obtain a Subdivision Exemption for the creation of the Open Space Parcel and the Remainder Parcel and enable Seller to convey the Open Space Parcel as a separate legal parcel and retain the Remainder Parcel as a separate legal parcel The Subdivision Exemption approval must be satisfactory to both Buyer and Seller in each party's reasonable discretion, and the resulting Remainder Parcel shall be treated for planning purposes as a confoi ming legal parcel under existing AR-10 zoning, subject to the Approvals set forth in Section 4, below The Parties acknowledge that Pitkin County's review and approval of denial of the Subdivision Exemption contemplated herein shall be subject to the provisions of Pitkin County's Land Use Regulations and the discretion of the Pitkin County Board of County Commissioners. In the event that the Subdivision Exemption approval is not granted and the Open Space Parcel cannot be severed from the Remainder Parcel on or before December I, 2018 then this Contract shall automatically lei minate as of such date unless extended by mutual agreement of the parties,and Buyer shall receive the prompt refund of Buyer's Earnest Money hereunder 4. Modification of the Covenant Agreement. The Parent Parcel is subject to Pitkin County Resolution 005- 2008 (Reception No. 545760), a Settlement and Release agreement between Buyer and Seller dated June 3, 2008, and the Grace Church Property Restrictive Covenant(Reception No. 551300)(the"Approvals"),all of which_set out the Seller's allowed uses on the Parent Parcel. The obligations of the Parties pursuant to this contract are contingent upon their mutual acceptance of a modification of the Approvals. The modification to the Approvals will include, at a minimum,a modified site plan and a landscaping plan for the Remainder Parcel. In the event that the Parties are unable to agree on modifications to the Approvals on or before 60 days from MEC,then this Contract shall automatically terminate as of such date unless extended by mutual agreement of the parties,and Buyer shall receive the prompt refund of Buyer's Eat nest Money hereunder Notwithstanding any conhary provision, the parties acknowledge and agree that satisfaction of the Subdivision Exemption approval contemplated by Section 3 and the modification of the Approvals contemplated by Section 4 are contingent on one another. Only if both the Subdivision Exemption approval and the modification of the Approvals are obtained, each in form and substance satisfactory to both Parties,will either the Subdivision approval or the modification of Approvals be permitted to take effect and the sale to proceed. 5 Water Rights Allocation. As described in paragraphs 2.7.2 and 2 7 3 above, it is the intention of the parties to divide the water rights appurtenant to the Parent Parcel by a ratio of the historically irrigable land on the Property compared to the historically irrigable area within the site plan of the modified covenant described in paragraph 4 above, and provided that Seller shall retain adequate water to successfully implement the landscaping plan also described in paragraph 4 above. In the event that the Parties are unable to agree on a division of the appurtenant water rights on or before September 30, 2018, then this Contract shall automatically terminate as of such date unless extended by mutual agreement of the parties,and Buyer shall receive the prompt refund of Buyer's Farnest Money hereunder 6. Release from Deed of Trust. The Parties acknowledge that the Parent Parcel is caw entry subject to a Deed of Trust securing a loan for the Property. In connection with the sale of the Open Space Parcel, Buyer shall secure the release or modification of the Deed of Trust so as to enable Seller to convey to Buyer that portion of the Property referred to herein as the Open Space Parcel and generally depicted on Exhibit A to the Contract, free and clear of such Deed of Trust or any other similar encumbrance in a manner and form satisfactory to the Pitkin County Attorney's Office m its sole and complete discretion. In the event that the Seller's lender is unwilling to partially release the Deed of Trust so that it no longer burdens the Property on oi before the closing date specified in the Contract or any extension thereof,then this Contract shall automatically terminate as of such date, and Buyer shall receive the prompt refund of Buyer's Earnest Money hereunder. 7. Limitations on Future Uses. Buyer acknowledges that Buyer's use of the Property will be limited by a Deed Restriction or other equivalent rnstmment to ensure that the Seller's view to the south from the existing church in its current location on the Remainder Parcel remains unobstructed by any activity oi structure on the newly created Open Space Parcel in order to protect the view of Capital Peak. Buyer further acknowledges that Buyer's use of the Open Space Parcel shall be limited to uses that are consistent with Title 12 of the Pitkin County Code as well as Article XIII of the Pitkin County Home Rule Charter, which uses shall specifically not include use of the Open Space Parcel for commercial feedlots, meat or poultry processing facilities, and concentrated animal feeding operations and other similar industrial agricultural uses inconsistent with the Seller's quiet enjoyment of the Remainder Parcel; in addition, no marijuana or hemp growth or processing will be permitted. In the event that the Parties are unable to agree on specific language for a Deed Restriction or other equivalent instrument to effectuate the limitations described in this paragraph on or before September 30,2018, then this Contract shall automatically terminate as of such date unless extended by mutual agreement of the parties, and Buyer shall receive the prompt refund of Buyer's Earnest Money hereunder. 8. Additional Documents. At Closing, Seller shall execute and deliver such documents as shall be necessary to transfer and convey the Property to Buyer,free and clear of all liens and encumbrances,all right,title and interest of Seller. 9. Interest on Earnest Money Any and all monies paid by Buyer prior to closing shall be placed in an insured, interest bearing money market-type account with a local commercial bank with all interest thereon to accrue for the benefit of Buyer. Whether of not Buyer shall ever be in default under this Contract rcsulting in a forfeiture of its earnest money,Buyer shall nevertheless he entitled to retain,as its sole and separate property,all interest earned on said earnest money. 10. 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 g 27 of the Conti act to the following. '1'o Buyer: Board of County Commissioners of Pitkin County Go Dale Will,Acquisition and Special Projects Duector 530E Main St.,Suite 202 Aspen,CO 81611 c/o Dale.Will(!pitkincountv.com With copy to: Richard Neiley Assistant Pitkin County Attorney 530 E.Main St., Suite 301 Aspen,CO 81611 Facsimile No.:(970)920-5198 alto ney(r�i ti tk'neounty cop To Sellei. Board of Elders c/o David Hatfield Grace Church of the Roaring For k Valley 1776 Emma Road Basalt,CO 81621 dave(n7erouphatfield coin 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 in the United States mail as a certified matter, addressed as above provided, with postage thereon fully prepaid. Notice by facsimile,e-mail or inteinet delivery shall be deemed given upon date of transmission and notice by personal delivery shall be deemed given when received. 11 Miscellaneous. (a) Saturday. Sunday or Holiday If any time period referred to in this Contract shall end on a Saturday, Sunday or legal holiday,such time period shall automatically be extended to the first regular business day thereafter (b) Controlling Law. This Conti act shall he construed in accordance with and governed by the laws of the State of Colorado.The parties hereto agree and intend that the proper and exclusive forum for any litigation of any disputes or controversies arising out of ori elated to this Contract shall be the District Court for Pitkin County, Colorado. For purposes of any litigation. the parties consent to the chosen foi um for purposes of jurisdiction and venue. (c)Counterparts This Contract(or any amendments, modifications or extensions hereof) may be executed in several counterparts and, after execution and as executed, shall constitute an agreement binding on all of the parties,notwithstanding that all of the parties are not signatories to the original or the same counterpart. (d) Further Assurances Each of the parties agree to execute, acknowledge, deliver, file and record, or cause to be executed,acknowledged,delivered, filed and recorded such further instruments and documents and such certificates,pinto do all things end acts as the other party may reasonably require ht oder to carry mu the Intentions of this Contract and the trausawbacontemplated hvnby. (o)$mivt AR of de waautica and representations contained in gds Contract of an ongoing nature or intended to wive shall Revive the actual closing of 0he traowctlm contemplated thereby. (f)aguiniatints No provision of Ibis Contract shall be construed against or interpreted to the disadvantage of any party by reran of such patty having or being deemed to have requested,dratted,required or dructured such provide. .It is the intention of The parties that the party who employed the eadvener to prepare this Contract not bo prejudiced by virtue of such act,nor shag this Contract be aaalmed against such peaty by virtue of its action in retaining thesalvemr. (g)Agonisnaang.In the event of any action for breads of,to enforce the provisions of,or oharwlso involving rids Cooneos,the const in mob action scall award a reasonable amu as attorneys'fres to the party who,in light of the Sues litigated and the coat's decision on those issues was the substantially prevailing party to the action.If a party voluntarily diamiawa an action,a reasonable awn r athuneys'fees shall be awarded to the other Psi' (h) Np Brokm,Sall.and Buyer represent and agree that nontta hu retained,used or omanvise engaged services for which a brokerage commission right be drag and therefore,Seger and Buyer agree to laiemdiy and hold each other harmless from any loss.,claims or damages arising from any claim for brokmge commissions olaimedby or through the other.• RooRoo . .....- 4:t //rApprovalBy Y I i Dain Wilt r - 1-4C -' (j Open Spy: and Aoq ,,,T,,. Discolor Date Board of County Commbdonara of prhtu Comity �9 �� 1O - i 5- 18 Buyer's Signature Palk_ _ 6 1 By.Address: Copper, Chair Date Adduces:5308 Main 9G,Suite 302,Aq,n,CO 81611 Phone No.(970)920-5200 FaxNo,: (970)920-5198 Biaousc Address:rho apomavapitkhmounty me Mee Church of she Boning Fork Yalu,Int. Seller,.Signature .4.191 --- 68 f1 kora By: '-X amu n, Hr ac aesyDate Address: .:L'no - ,co ane Phone No.: o-gni-Mitr4 Fax No.: Bleetronia Address: re69rate,tnrs,,44 r/C, ami • [Nola MIS offer bb s malas w'rafems,do,ot elms NrdaupwL Rota b'321 1111111 1111111111111311111111111111111111lii CONTRACT RECEPTIONS.663376,R:SO O0,D:$0.00 DOC CODE: SPEC WD a" Pg 1 of 11.01116!2019 at 04:13:39 PM # �t'7. .20/S-- /DLf Janice K Vas Caudill,Pitkin County, CO SPECIAL WARRANTY DEED GRACE CHURCH OF THE ROARING FORK VALLEY, INC., a Colorado not-for- profit corporation. whose address as 1776 Emma Road. Basalt, Colorado 81621 ("Grantor"), for the consideration of SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($600,000.00), in hand paid, hereby sells and conveys to the BOARD OF COUN FY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a body corporate and politic and subdivision of the State of Colorado, whose address is 530 East Main Street, Suite 302, Aspen. Colorado 81611 t"Grantee'], the following real property in the County of Pitkin and State of Colorado, to wit LOT 2 ak/a the OPEN SPACE PARCEL according to the Chace Church of the Roaring Fork Valley Subdivision Exemption Plat. recorded Ti.-/)../ i I_ , 20 I-i at Reception No. G`- ; -5f i . Pitkin County, Colorado RESERVING therefrom those easements set forth in Exhibit A. attached hereto and incorporated herein. and SUBJECT TO those Restrictne Covenants set forth in Exhibit B, attached hereto and incorporated herein with all its appurtenances, and wanants the title against all persons clatmmg under Grantor, subject to real property taxes for the year 2015. not yet due and payable. and those matters set forth on I.xhbit C, attached hereto and incorporated herein by this reference IN WITNESS WHEREOF, Grantor has executed this Deed this i > (day of tanuary, 2019 &&1Wz 119 GRACE CHURCH OF TIIE ROARING FORK VALLEY, INC. a Colorado not-for-profit corporation — Name: DIV 1 • HOT fi eld elder STATE OF COLORAOO 1 SS. COUNTY OF ka9le- This foregoing instrument was acknow edged before rue this Jjf__hday of �.pnta aryy 2019, by 'David X17 . 4q-ftiel41 as Elder _ of GRACE CHURCH OF THE ROARING FORK VALLEY INC., a Colorado nni-for-profit corporation WITNESS my hand and official seal. My commi:s!on expires: /zQ1,2.C2-10 Notary Public - / KIMBERLY J.PARHAM NOTARY PUBLIC STATE OF(XkORAD0 NOTARY ID 2012/40390 MY COMMISSION EXPIRES APRIL 26,NW 2 ACCEPTED and AGREED to by Grantee this J.rt, day of 7< sa t 1019. THE BOARD OF COUNTY COMMISSIONERS OF 1 HE COUNTY OF PITKIN, a body corporate and politic and subdivision of the State of Colorado c Name: P_tlC, ICU• - —_ __ _. Its. G xi ST Al E OF COI,OR ADO ss_ COUNTY OF PITKIN l his foregoing instrument vas acknowledged before me this 'L day of \:,; wC.-'y. _ 2019, by � (1/4-Yi. C kGe.cfU _ as of THE BOARD OF COUNTY COMMISSIONERS OF TI I . COUNTY OP PI1 KIN, a body corporate and politic and .aihdrvuum of the State of Colorado. WITNESS my hand and official seal. My coin mission expires: S / `t )Utrl Nola y Public 3 EXHIBIT A RESERVED EASEMENTS Grantor reserves the following easements for the benefit of Lot I a/k/a Grace Church Parcel, according to the Grace Church of the Roaring Fork Valley Subdivision Exemption Plat, recorded 7t.rn.i ry I?2 i4- as Reception No. L-% '. /Z , Pitkin County. Colorado: J A non-exclusive easement in the approximate location of the Ground Source Heat Easement Area (shown on the following pagel for existing geothermal infrastructure serving the Grace Church Parcel, including the right of access for the purpose of repair and maintenance for so long as the geothermal Infrastructure serves the Grace Church Parcel Grantee shall not place. permanent or semi-permanent improvements within the easement area, nor use the easement area in a manner which interferes with the geothermal infrastructure, without Lot I owner's prior written approval, which approval may have reasonable conditions but shall not be unreasonably withheld. This easement includes the right to install new geothermal infrastructure, if desirable, in the current location of the existing geothermal infiastructure. Grantor shall provide reasonable notice to Grantee prior to going upon the Open Space Parcel to perform repair and maintenance of the geothermal infrastructure and shall cause any improvements damaged or destroyed by repairs. maintenance. or replacement of the geothermal Infrastructure to be fully replaced or otherwise compensated fon and A view plane easement benefitting the Grace Church Parcel protecting the slew from the Grace Church Parcel to the south from the existing location of the "one story frame church" (shown on the following page), so that any activity or structure on the Open Space Parcel shall not block the stew of Capitol Peak from the church on the Grace Church Parcel. A Ditch Access Easement in substantially the fnnn appended to the Special Warranty Deed as Exhibit D, which Ditch Access Easement shall he separately recorded after execution by the parties hereto DITCH ACCESS EASEMENT GRACE CHURCH OF THE ROARING FORK VALLEY COUNTY OF RI FKIN, STATE OF COLORADO f ',217'''''' a ,/. GRACE CHURC3f•,.r, - - ' PARCEL 0. pNyw C. i r _� J -2 ' ['IN(')rCrR) E*.ITE n `l i" 8 ,Hr— 1 I \-„ II 1 2 Ii IMP 1MAT ;1',..3' v . AREA 1 � „,® , v5 ,1y N9001)0010 ' 5S13- If :an' kl� \ - l C)PEN SPACE >i —1` .. _ ' ;.Ilii 1 \\FARCE( // r '\ N. \".. .___— j20'wine pin_i4 - -----,. ---_,... /" _ - EAaEulr v, /E\ - HOME SUPPLY ... -z: DITCU t '1 - - - .i-- . '- 7'11i.` I Nd 5 rp 6 ill Gy ASC Alf i •.80' t GRACE CHURCH OF THE ROARING FORK VALLEY T DITCH ACCESS EASEMENT COUNTY OF PD MN.STATE OF COLORADO TRUE NORTH TRUE NORTH COLORADO, LLC. COLORADO ro;0;1 s _Lnio or:., 2:,r B:N A LAND 511RVFYlNG AND MAPPING COMPANY �N0 °94'p7 4 AF'ROIrCT AOF nig 21 enn- 1-wY nm v` DATE 14\I'{RTu i SCR\n1T11 CI 0tI1 EXHIBIT B RESTRICTIVE COVENANTS Grantor and Grantee, and their heirs, successors, and assigns, agree that the Open Space Parcel is conveyed subject to the following Restrictive Covenants, running with the land forever for the benefit of the Grace Church Parcel: The Open Space Parcel may only be put to uses that are consistent with Title 12 of the Pitkin County Code as well as Article XIII of the Pitkin County Home Rule Charter, so long as and to the extent those items of legislation relate to and are applicable to Pitkin County Open Space and Trails, and if not, then those items of legislation governing the use of property held by Pitkin County as open space property protected from development, which uses shall specifically not include use of the Open Space Parcel for commercial feedlots, commercial meat and poultry processing facilities, and concentrated animal feeding operations, or other similar industrial agricultural uses inconsistent with Grantor's quiet enjoyment of the Grace Church Parcel. Additionally, no marijuana or hemp growth or processing shall be allowed on the Open Space Parcel. EXHIBIT C EXCEPTIONS TO WARRANTIES OF TITLE F,pq.^y AW'ess 1776 EMMA RD.BASALT,CO81621 1 RIGHT OF PROPRIk TOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM SHOULD THE SAME BE -C.NC TO PENETRATE CR GTERSECT Try FLO RISES AS RE SEFVED IN 6N TEC STA-ES PA-ENT REGORDEC FEBRUARY 16 1898, IN BOOK 55 AT PAGE 80 2 TERMS CONCCIONS AND PROVISIONS OE ORDINANCE N0 25-SERIES OF '985 RECORDED APRS 03.1985 IN BOOK 5L^8 AT PAGE 687 3 TERMS.CONDITIONS AND PROVISIONS OF LEASE AND OPTION AGREEMENT RECORDED APRIL 09, t986 IN BO0K 508 AT PAGE 690 4 TERMS, CONDITIONS AND PROVISIONS OF ORDINANCE 32-2003 AUTHORIZING THE BOARD 10 ENTER INTO A LEASE AND OPT ON CONTRACTOR A VI -VALY REFUELINGEACG_QY RECORDED 8E61E\32E825,223003 AT RECEPTION NO 488829 TERMS CONDITIONS ANG PROVISIONS OF LEASE AND OPTION AGREEMENT RECORDED StPTE•,IBE0 25 2CO3 Al RECEPTION NO 488890 AND AME NDMENT RECORDED MAY 4, 2005 UNDER RECEPTION NO 509689 F TERMS,CONDITIONS AND PROVISIONS OF ORDINANCE#05-012 RECORDED MAY 04,2005 Al RECEPTION NO 509688 7 TERMS, CONDITIONS AND PROVISIONS OF RESOLUTION#0752005 RECORDED AUGUST 04, 2005 AT REO'FTION NO 513226 8 TERMS,CONGTIONS AND PH0E131O195 OF RESOWTIONTT 005 2008 RE CORDED JANUARY 10,2008 AT RECEPTION 110 545700 9 TERMS _GNC TONS AND PRUY SIO'.S OF ORDINANCE#027. 2008 REGORGE_..JLY 23,2308 AT RECEPTION NO 551225 10 TERMS CONDITIONS AND PROVISIONS OF RESTRICTIVE COVE NAIVE RECORDED JUT V 23, 7008 Al RECEPTION NO 551300 11 TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF MEMORANDUM Of WATER ALLGIMENE CONTRACT RECORDED AUGUST 7.2008 AS RECEPTION NO 551811 I2 TERMS, CONDITIONS AND PROVISIONS OF RESOLUTION#061 2008 RLCORD1 Li AUGUST 11 2008 Al RECEPTION NO 551810 13 TERMS,CONDITIONS AND PR091$STENS CT SET TEEMENI AND RELEASE RECORDED AUGUST 11, 2008 AT RECEPTION NO '51841 '4 FERRIS CON_ID'ONS AND FES R,CT'VE CC^.EN,NCS COtt'A NED N DEED RLCCR?ED A,.: US' 11 2068 AT RECCPTI0N NO 551842 .. TERMS CONDITIONS PROVISIONS AND OBLISA(IONS OF COLENANS RECORDED AUGUST '1 20193 AS RECEPT et: NO 541813 16 TERMS, CONDITIONS AND PROVISIONS OF TRENCH.CONDUIT AND VAULT AGREEMENT RLCORDEU OCTOBER 24 2008 AT RECEPTION NO 5537E0 1/ TERMS,CONDITIONS AND PROVISIONS OF RIGHT OF WAY EASEMEN I RECORDED OCTOBER 212008 Al RECEPTION NC 553735 18 TERMS CONDITIONS, PROVISIONS AND OELIGA I IONS OF ORDINANCE OF THE PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS NO e0, SERIES OF 2018 RECORDED OCTOBER 25 2015 AS RECEPTION NO 651406 19 TERMS, CONDITIONS PROVISIONS AND OBLIGATIONS OF RESOLUTION OF THE PIT KIN COUNTY BOARD OF COUNTY COMMISSIONERS NO 111 SERIES OF 2018 RECORDED DECE MBER 13,2018 AS RECEPTION NO 652602, 20 TERMS. CONDITIONS PROVISIONS,OBE IGATIONS AND RESTRICTIONS AS SI T FORTH IN SPECIAL WARRANTY DEED RECORDED it ft'LoyS 2016AS RECEP I I0N NO fae,,_3.+ 21 ANY TX EST C'i,D:SPUTE 0P ADVERSE CLAMS AS TO ANY LOSS 0R GAN OT LAND AS A RESUL T OF ANY CHANCE TN THE RIVER BED LOCATION BY NATURAL OR OTHER THAN NATURAL CAUSES, OR ALTERATION THROUGH ANY CAUSE, NATURAL 0R UNNATURAL OF THE CENTER THREAD BANK CHANNET,OP FLOW OF WATERS IN THE SOPRIS CREEK LYING WITHIN SUB/DCT LAND,AND ANY QUESTION AS TO THE LOCATION 01'SUCH CENTER THREAD,BED, BANK OR CHANNEL AS A LEGAL DESCRIPTION MONUMENT OR MARKER TOR PURPOSES OF DESCRIBING OR LOCATING SUBJECT LANDS EXHIBIT D WHEN RECORDED RETURN TO: DITCH ACCESS EASEMENT For good and valuable consideration. the receipt and sufficiency of which are acknowledged, the Board of County Commissioners of Pitkin County, Colorado, ("Grantor") for itself and its successors and assigns,heteby grants,transfers, sells, conveys and assigns unto Grace Church of the Roaring Fork Valley ("Grantee"), and its successors and assigns, the following perpetual, non-exclusive easement over and across Lot 2 a'k/a Open Space Parcel, aecordme to the Grace Church of the Roaring Fork Valley Subdivision Exemption Plat, recorded j„rit,r,r}})j 204 as Reception No. { rt::://2 in the ['akin County real property records. The easement is as follows- an casement for an irrigation water line and pump system from the Home Supply Ditch, which casement is ten (I0) feet in width and along the east edge of the Open Space Parcel, and as shown in Exhibit "B". for the use and benefit of Lot I a'Isa Grace Church Parcel, according to the Grace Church of the Roaring Fork Valley Subdivision Exemption Plat, recorded !t a. 201$. as Reception No.i `.'I % Lc_in the Pitkin County real property record. The casement may be used by Grantee and its assigns to provide irrigation water to Grantee's property as well as for geothermal purposes. Grantee shall base rights m access the easement areas for purposes of constructing, replacing, operating. maintaining, and repairing the irrigation infrastructure within the easements. Grantor's use of its property within the easement area shall not unreasonably conflict of interfere with Grantee's use and enjoyment of the easement. Ether party may suney the easement arca and re-record this document if they so choose, with the surveyed easement attached. The easement conveyed and accepted hereby constitutes a covenant running with the lands of the Grantor and the Grantee and a benefit and a but den to the properties and panics to this Grant In the event of any breach of the terms of this agreement. the prevailing party in any litigation shall he entitled to an award of reasonable attorney fees and costs T he Grantor and Grantee have executed this brant of Easement as of this day of January 2019. GRANTOR Board of County Conn ssioners of Pitkin County hs. COUNTY OF P11 KIN ss STA.!): OF COLORADO ) The foregoing was acknowledged before me this _ _ day of . 2019, by Witness my hand and arida; seal. My commission expires: Notary Public GRANTEE: Grace Church of the Roaring Fork Valley By. _ .. __ _ (1)CNTYOF i Ss. STATE OF COLORADO t l he foregoing was acknowledged before me this day of_ _, 2019. b}' — --- -' -- - Witness my hand and official seal My commission expires: DITCH ACCESS EASEMENT GRACE CHURCH OF THE ROARING FORK VALLEY COUNTY OF PITRIN, STATE OF COLORADO i ./ �,, e S £ c j /b O GRACE CHURC7f•��. M33T ' //� Imo' PAR}CEL r , nA'Fxtr,„ L J a / 7 7Z1 IV N. _xi r . , i SOURCI: ;v\-N,/l 2 ,,.., xx // __ U I' rayl NEhr /� U 12M I~ N900000 W � ssz fl �•7I ••FVW t I i(c: L \ i OPEN SPACE I - rJ ..,, ' \ PARCEL i ;I / 2 —I III \ - _ N. ��` '- — i 10 Wi llE . iP TL31 - \` INT i aLM__ FASII HOME surely *17 I4� ry`� \ SCALE i -80' I" GRACE CHURCH OF THE ROARING FORK VALLEY DITCH ACCESS EASEMENT COUNTY OF PITION,SLATE OF COLORADO TRUE NORTH COLORADO, LLC TRUE NORTHI COLORADO Nd NE 611LE CWo orr F ! CPPJ'IE C A LAND SURVEYING AND MAPPING COMOANY <UD]9&l.0476 A PROGCT NU200469 ---LW NT - $BEFt DATE pee ARY II :019 — LRlElki - 101' CONTRACT BARGAIN AND SALE DEED # 3'6 -50/5 .CSvc Know All By These Presents. ilia! 1.'We, THE GRACE CHURCH OF THE ROARING FORK VALLEY, INC. Whose address is. 1776 Emma Road, Basalt,Colorado S1621 County of P11 KIN, State of COLORADO for the consideration of Ten and 00:100 U.S. Dollars (S10.00) in hand paid. hereby sell(s) and conveys to. BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, ( OLORADO, a body corporate and politic and subd:cision of the State of Colorado. whose address is: 530 East Main Street, Suite 302, Aspen, Colorado S 161 1, County of PITKIN, State of COLORADO Water rights in the amount of art undivided interest in 0.64 CFS out of Priority No. 179 and 261 awarded to the Dome Supply Ditch Appurtenant to the following rea; progeny in Inc. County of Polon and Stale of Colorado, 10 wit: LOT 2. OPEN SPACE PARCEL. GRACE CHURCH OF THE ROARING FORK VAI LEY SUBDIVISION EXEMPTION PLA1, ACCORDING 11_1 THE PLA1 FIIEREOF RECORD AW: , r I ,� 2(115 AT RECEPTION NO ( `_F i 2 COUNTY-OF PLTKLN,STATE OF COLORADO TOGETHER WITH all appurtenances (hereto belonging IN WITNESS WHEREOF, Grantor has erecu(ed this Decd this Pit of January, 2619 1�111WINN�1��11111N�NWI��I��� 0�l@I�ull DOC LODE: BNS DEED Pg of 3,01116(2014°t1C n7County,CO Janice K.Vos Caudill, ( 21oL211c GRACE CHURCH OF THE ROARING FORK VALLEY, INC., a Colorado not-for-profit corporation By ,, - r ' - - _ Name: i�",.. : - #ai c;_aS_—__ - Its: Elder _ STATE OF COLORADO ) ) ss. COUNTY OF WPKttrI& t Ice ) This foregoing instrument was acknowled ed before me this 15±!' day of Jan. 2019, by David nt. Natt; eld as Elder , of GRACrAFJRCH OF THE ROARING FORK VALLEY INC., a Colorado not-for-profit corporation. WITNESS my hand and official seal. My commission expires: .) tzIo171S2-° 7 -� di7 Y` 1 NNbI . . / _ fl IRRES APRIL 2A,20,U ACCEPTED and AGREED to by Grantee this (r)I rk day of SG'µt ULC el__'-tl 19. THE BOARD OF COUNTY COMMISSIONERS OF T IIE COUNTY OE Pit KEN, a body corporate and politic and subdivision of the State of Colorado By,-- --1 `' ;.s: Si Name' __-10 tib C 1 e r;�,- -- Its '11., ',- STATE STATE OF COLORADO ) ss. COUNTY OF PITKIN This foregoing iastrumep` was acknowledged before me this (i'/1 day uf (,), \h.C.r- 2019, by ( cv I'.' as _ C h (1 ! of THE BOARD OFtOUNTY COMMISSIONERS t l't 1TlE COUNTY OF P:TKI\, a bud> Corporate and politic and subdivision of the State of Colorado. WITNESS my hand and official seal My commission es pi res: I LI I )L[1.1 II Notary' Public