HomeMy WebLinkAboutbocc.con.050.2019 - BOCC Contract No. 050-2019
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AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO, AUTHORIZING ACQUISITION OF THE PAYNE PARCEL
ORDINANCE NO. 00( -2019
RECITALS:
1. Pursuant to 30-35-301 C R.S., the Board of County Commissioners ("BOCC") of Home
Rule Counties is authorized to make and publish ordinances for carrying into effect or
discharging the powers and duties conferred upon such counties by law and as seems
necessary
2 Pursuant to Section 2 81 of the Home Rule Charter, the BOCC is authorized to take
official action by Ordinance for certain matters where action is prescribed pursuant to the
Colorado Revised Statues as amended.
3. The Voters of Pitkin County and the Pitkin County Commissioners established an Open Space
and Trails Fund for the purposes of preserving and providing open space and trails resources,
and established an Open Space and Trails Board of Trustees to guide the expenditure of those
funds
4. The Open Space and Trails Program is charged with preserving open space lands and
protecting historical routes of egress to the same.
5. The 36-acre Payne Parcel in Emma (the "Payne Parcel") possesses outstanding habitat.
agricultural and scenic values, and the owners have agreed to sell it to the County for Open
Space purposes fou $1,000,000, which is less than its listed pnce.
6. The Seller of the Payne Parcel is the Thomas W. Payne Revocable Trust and the Marybelle
R. Payne Revocable Trust.
7. The BOCC finds that adoption of this ordinance is necessary for the immediate preservation
of the public health, safety and welfare of the citizens of Pitkin County and therefore
declares this ordinance and legislation to be effective immediately upon adoption.
8 The Pitkin County Open Space and Trails Board unanimously supports this acquisition.
9. The Chair or Chair's designee shall be authorized to sign the documents necessary to complete
this transaction in substantially the form approved by the County Attorney
11 11111 IIIIIIIIIIIIIIIIIIIIIII1111 IIIIIIIIIIIIIIIIIIIII11111111111IQIIII
RECEPTION#: 654103, R:$0.00, D: $0 00
DOC CODE. ORDINANCE
Pg 1 of 28,02121(2019 at 03:19'47 PM
Janice K.Vos Caudill, Pitkin County, CO
1
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 Payne
Parcel and authorizes the Chair or the Chair's designee to sign the Ordinance and upon the
satisfaction of the County Attorney as to form, execute any other associated documents
necessary to complete this matter. Further,that the Chair or the Chair's designee shall be
authorized to:
I. Approve an expenditure of up to$1,000,000 for the Payne Parcel(approximately thirty-
six(361 acres) and transaction cost,up to $10,000;and
2 Execute the acceptance of the deed of conveyance upon approval of the form by the
County Attorney: and
3. Execute other documents as necessary to complete the transaction upon approval of the
form by the County Attorney: and
4. That adjustments he made to the year 2019 budget as follows:
OPEN SPACE AND TRAILS FUND
Previous This Revised Project
Budget Change Budget
Payne Parcel Acquisition
Acquisition Cost $0 $1,000,000.00 SI.0(K),0()0.00
Estimated Transaction Costs $0 $ 10000.00 $ 10,000.00
Total Expenditure $0 $1,010,000.00 $1,010,000.00
Furthermore, pursuant to Section 13.5.3 of the Pitkin County Home Rule Charter, the
Board of County Connnissioners hereby states that, should it become desirable to do so and in
accord with the applicable provisions of the Pitkin County Home Rule Charter, it is the County's
intent to sell or convey a partial property interest in the Payne Parcel if the fair market value of
the open space interest retained by the County is at least equal to the net permanent investment
of the open space funds and such sale or conveyance does not materially diminish the
conservation values of the Payne Parcel as set forth in the Section 13.5.1 of the Pitkin County
Home Rule Charter.
[Signature pagetsl follow
INTRODUCED AND FIRST READ ON THE 23rd DAY OF JANUARY, 2019 AND SET
FOR SECOND READING AND PUBLIC HEARING ON THE 13T" DAY OF FEBRUARY,
2019
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THF
ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE "3( DAY
OF 1Vcckk_ , 2019
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE O FICIAL PITKIN COUNTY WEBSITE I www pitkincormty.com ION THE 3(
DAY OF abWu. 2019.
A P OPTED AFTER FINAL READING AND PUBLIC HEARING ON THE /3zL DAY OF
v 2019.
PUBLISHED BY TITLE AND SHORT SUMM Y, AFTER ADOPTION, IN THE ASPEN
TIMES WEEKLY ON THE )-I4 DAY OF • roam 2019.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE (www.pttkmcountv.com) ON THE/o41-DAY OFre-t) 1/A1,1.4-'2019.
ATTEST BOARD OF COUNTY COMMISSIONERS
ByL 411.4 By:
Jean , e Jones G •_ •oschman, Chair
Deptily County Clerk _ /A
Date: Z��o° 1
APPR• ED AS TO FORM: MANAGER APPROVAL
Ar
- L
County Attorney . Jon Peacock, County Malager
Gary Tennenbaum,
Director Open Space & Trails
3
Contract No. 050-2019
coididasi
eiWaeRU Co'dwell Banker Mason Morse
OM5DH
w 'ACM"
James M. Cardamone
Ph: 970-963-3300 Fax: 970-963-0879
The printed prrtlons of[Ms form,except differentiated additions,have been approved by the Colorado Real Estate
Commission(0851-6-18)(Mandatory t-191
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
2 AND TAX OR OTHER COUNSEL BEFORE SIGNING.
3
a CONTRACT TO BUY AND SELL REAL ESTATE
6 (LAND)
(0 Property with No Residences)
9 (0 Property with Residences-Residential Addendum Attached)
0
1 Dale.01/08/2019
2
3
a AGREEMENT
s
6
g1. AGREEMENT.Buyer agrees to buy and Seller agrees to sell the Property described below on the
9 terms and conditions set forth In this contract(Contract)
2 2. PARTIES AND PROPERTY.
3 2.1.Buyer.Buyer,Board of County Commissioners of Pitkin County(Buyer)will take title to
3 the Property described below as
s
6 0 Joint Tenants 0 Tenants In Common ®Other Board of County Commissioners of Pitkin
i County.
9 2.2.No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in
a Additional Provisions.
2.3.Seller. The Thomas W.Payne Revocable Trust and The Marybelle R.Payne
3 Revocable Trust(Seller)is the current owner of the Properly described below.
2.4.Property.The Properly is the following legally described real estate In the County of
e Min,Colorado.
• see legal description In deed recorded as Roc.No.817381 of the records of the Clerk end
a Recorded of Pitkin County Colorado,which legal description Is incorporated herein by this
9 reference.
I known as No. TBD Emma Road,Basalt, CO 81621,
3 together with the interests,easements,nghts,benefits,Improvements and attached fixtures appurtenant
a thereto,and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded
5 (Properly)
2.5.Inclusions. The Purchase Price includes he following Items(Inclusions):
2.5.1. Inclusions.The following items,whether fixtures or personal property are Included In the
D Purchase Price unless excluded under Exclusions.
e all lydgatlon equipment onsite Including but not limited to gated pipe and pump if any If any
3 additional items are attached to the Property after the date of this Contract,such additional Items are also
4 included In the Purchase Price.
6 2.52. Personal Property--Conveyance.Anypersonal properly must be
6 Y year
Y conveyed at Closing
i by Seller free and dear of all taxes(except personal property lazes for the yeof Closing),liens and
e encumbrances,except none.
9 Conveyance of all personal property will be by bill of sale or other applicable legal instrument.
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71 2.6. Exclusions.The following items are excluded(Exclusions) none
72
73
74 2.7. Water Rights,Well Rights.Water and Sewer Taps.
73 ® 2.7.1. Deeded Water Rights.The following legally described water rights-
76 anyand all ditch,ditch shares,well,and water rights
76 g appurtenant to the properly including but
78 not limited to deeded water rights from the Shippee and Souris Highiine Ditches and a shared
79 well or test well on theproperty.
8o
el Any deeded water rights will be conveyed by a good and sufficient quit claim deed at Closing.
82 0 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in
83 2.71 273,27.4 and 275,will be transferred to Buyer at
ea §§ Ya Closing'any appurtenant tu the property
a5 ® 2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well
86 Buyer understands that If the well to be transferred is a"Small Capacity Well*or a'Domesti Exempt Water
87
88Welr used for ordinaryhousehold purposes,Buyer must,prior to or at Closing,complete a Change in
e9 Ownership form for the well.If an existing well has not been registered with the Colorado Division of Water
9° Resources in the Department of Natural Resources(Division).Buyer must complete a registration of existing
52 well form for the well and pay the cost of registration.If no person will be providing a closing service in
93 connection with the transaction,Buyer must file the form with the Division within sixty days after Closing.The
94 Well Permit MIs 78716-F.
9s
96 0 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing
97 are as follows.to be determined,if any.
96 2.7.5. Water and Sewer Taps.The parties agree that water and sewer taps listed below for
99
1D0 the Property am being conveyed as part of the Purchase Price as follows'none
lei If any water or sewer taps are included in the sale,Buyer Is advised to obtain,from the provider,
102 written confirmation a the amount remaining to be paid,If any,time and other restrictions for transfer
103
104 and use of the taps.
toy 2.7.6. Conveyance.If Buyer Is to receive any rights to water pursuant to§2.7.2(Other
106 Rights Relating to Water),§273(Well Rights),§2 7.4(Water Stock Certificates),or§27.5(Water end Sewer
107 Taps),Sellers agrees to conveysuch rights to B
109 greoyer byexecuting
crops Stiller end
legal instrument at Closing.
109 2.8. Growing Crops.With respect to growing cops,Stiller end Buyer agree as follows:
110 none
112
113 3. DATES,DEADLINES AND APPLICABILITY.
119
115 Item No. Reference Event _ Date or Deadline
116
117 7 days after BOCC
118 I §43 Alternative Earnest Money Deadline signature
119
120 _ following BOCC
121 Title adoption
122 ---
123 2 §8.1,84 Record Title Deadline 14 days after mec
124 3 982,6.4 Record Title Objection Deadline 21 days after mec
125
126 4 §8.3 Off-Record Title Deadline 14 days after mec
127 5 §8.3 Off-Record Tide Objection Deadline 21 days after me
128
129 __6 58.5 _ Tine Resollugan Deadline _ 28 days after mec
13D 7 §8.6 Right of First Refusal Deadline Na
131 Association ----
132 Owners' _
133 8 §7.6 Assodatlon Documents Deadline 14 days after mec
14
135 9 §7.4 Association Documents Termination Deadline 21 days after mac
136 Seller's Disclosures
137
138 10 _ §10.1 Sellers Property Disclosure Deadline 14 days after mec p
139 oan and Credit
140 .—
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142141
11 410 10 Lead-Based Paint Disclosure Deadline(if Na
143 _ __ Residential Addendum attached)
144 12 55.1 New Loan Application Deadline n/a
145 13 45 2 New Loan Termination Deadline Na
146
147 _ 14 §5.3 Buyers Credit Information Deadline n/a148
149 15 453 Disapproval of Buyers Credit Information Na
15a Deadline
151 16554 Existing Loan Deadline __ _ n/
152 _ _____
•
17 454 _ _ Existing Loan Termination Deadline Na
1.53 —
154 1B 45.4 Loan Transfer Approval Deadline We
155 19 44.7 Seller or Private Financing Deadline n/a
156
157 Appraisal
ue 20 462 Appraisal Deadline n/a
159
160 21 56.2 Appraisal Objection Deadline n/a
161 _22 §62 Appraisal Resolution Deadline n/a
162
163 Survey
164 23__ 591 New ILC or New Survey Deadline 14 days after mac
165 — .- —__
166 24 593 New ILC or New Survey Objection Deadline 21 days after mec
167
167 25 §9.3 New ILC or New Survey Resolution Deadline 28 days after mec
169 Inspection and Due Diligence
170 171 26 510.3 Inspection Objection Deadline 21 days after mec .
172 _ 27 5 10 3 _ Inspection Termination Deadline 28 days after mac
173 28 §10.3 Inspection Resolution Deadline 28 days after mec
174
175 29 -_ 5105 Propy Insurance Termination Deadline Na
176 30 410 6 Due Diligence Documents Delivery Deadline 14 days after mec
177
178 31 510.6 Due Diligence Documents Objection 21 days after mec
179 Deadline y
tee Due Diligence Documents Resolution
161 32 510.6 28 days after mec '
182 Deadline
183 Environmental Inspection lamination
184 33 5 10 6 Deadline n/a
185
176 34 §10.6 ADA Evaluation Termination Deadline n/a
187 35 510.7 _ Conditional Sale Deadline n/a
106 —
189 36 §10.10 Lead-Based Paint Termination Deadline(if Na
190 _ Residential Addendum attached)
191 37 511.1,11.2 Estoppel Statements Deadline n/a
192 PPa
193 38 511.3 Estoppel Statements Termination Deadline We
194 Closing and Possession
195
196 39 _ §12 3 Closing Date 45 days after mac
197 40 517 Possession Date date of closing
199 41 417 Possession Time time of closing
200 42 528 Acceptance Deadline Date 1/9/2019 _ Wednesday
201
202 43 §28 Acceptance Deadline Time 5 PM Mountain Time
203 44
204 —.
205 _ 45
206
207 3.2. Applicability of Terms.My box checked in this Contract moans the corresponding provision
206
209 applies.If any deadline blank In§3.1 (Dates and Deadlines)Is left blank or completed with the abbreviation
210
C1354-6-1e CONTRACT TO BUY ANP SEE.L REAL PSTAATE- I I / /"y//7�,y¢"c3e(21
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211 "NIA",or the word"Deleted,"such deadline Is not applicable and the corresponding provision containing the
2r2 deadline Is deleted If no box is checked in a provision that contains a selection of"None",such provision
213
214 means that'None'applies.
215
216 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have
218 8sI ned this Contract
219 9
9
220 4. PURCHASE PRICE AND TERMS.
zn 4.1.Price and Terms.The Purchase Price set forth below is payable in U.S.Dollars by Buyer as
222
223 fnllewS;
224
225
225 Item No. Reference Item Amount Amount
227 1 § Al Purchase Price $1,000,000.00
220 2 § 4 3 Earnest Money '$50,000.00
229 _._
230 3 4 4.5 New Loan
231
232 § 4.6 Assumption Balance
233 5 § 4 7 Private Financing
234
235 6 § 4.7 Seller Financing
23G 7
237
238 B
239 9 §4.4 Cash at Closing $950,000.00
240
241 10 TOTAL $1,000,000.00 $1,000,000.00
242
E444 4.2. Seller Concession.Al Closing,Seiler wail credit to Buyer$0.00(Seller Concession).The •
245 Seller Concession may be used for any Buyer fee,cost,charge or expenditure to the extent the amount is
246 allowed by the Buyer's lender end is included in the Closing Statement or Closing Disclosure at Closing
2
4
9 Examples of allowable Items to be paid for by the Seller Concession Include,but are not hmlted to.Buyer's
249 closing costs,loan discount points,loan origination fees,prepaid items end any other fee,cost,charge,
250 expanse or expenditure Seller Concession Is in addition to any sum Seller has agreed to pay or credit Buyer
251 elsewhere In this Contract
252
253 dA. Earnest Money.The Earnest Money set forth In this section,In the form of a check or
254 electronic transfer,will be payable to and held by Lend Title,Basalt(Earnest Money Holder),in Its trust
255
256 account,on beha0 of both Seller and Buyer The Earnest Money deposit must be tendered,by Buyer,with this
157 Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment.The
25S parties authorize delivery of the Earnest Money deposit to the company conducting the Closing(Closing
259 Com an
260 D Y).if any,at or before Closing. In the event Earnest Money Holder has agreed to have Interest on
261 Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to
762 Colorado residents,Seger and Buyer acknowledge and agree that any Interest accruing on the Earnest Money
253 deposited with the Earnest Money Holder in this transaction will be transferred to such fund.
269
265 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest
266 Money,If other than at the time of tender of this Contract Is as set forth as the Alternative Earnest Money
262 Deadline
iby3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely
270 terminates,Buyer Is entitled to the return of Eamest Money as provided in this Contract If this Contract Is
221 terminated as set forth in§25 and,except as provided In§24(Earnest Money Dispute).If the Earnest Money
272 has not already been returned following receipt of a Notice to Terminate,Seller agrees to execute and return to
273
224 Buyer or Broker working with Buyer,wntten mutual Instructions(e.g.,Earnest Money Release form),within
275 three days of Seller's receipt of such form.
276 4A, Form of Funds;Time of Payment;Available Funds.
277 4.4.1. Goad Funds.All amounts payable bytheparties at Closing,includinganyloan
278 I Y
279 proceeds,Cash at Closing and doting costs,must be In funds that comply with all applicable Colorado laws,
ee
CBSd-G-IB CONTRACT TO BUY AND SELL REAL ESTATE-`adlgee4 02.1Initials
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bar including electronic transfer funds,certified chock,savings and loan tellers check and cashier's check(Good
92 Funds) •
283
zea 4.4.2. Time of Payment;Available Funds.All funds,including the Purchase Price to be
235 paid by Buyer,must be paid before or at Closing or as othervase agreed in writing between the partes to allow
86 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer
sae represents that Buyer,as of the date of this Contract®Does❑Does Not have funds that are immediately
289 verifiable and available In an amount not less than the amount staled as Cash at Closing in § 41.
290 4.5. New Loan.(Omitted as inapplicable)
291
292
293 0.6. Assumption. (Omitted as Inapplicable)
294
295 4.T. Seller or Private Financing. (Omitted as inapplicable)
296
292
298 1 TRANSACTION PROVISIONS
299
300
301
302 5. FINANCING CONDITIONS AND OBLIGATIONS.(Omitted as inapplicable)
303
304 5.3. Credit Information and Buyer's New Senior Loan.(Omitted as Inapplicable)
305
306
307 5.4. Existing Loan Review.(Omitted as Inapplicable)
309
389
319 6. APPRAISAL PROVISIONS.
311 6.1. Appraisal Definition.An"Appraisal'is an opinion of value prepared by a licensed or certified
312 appraiser,engaged on behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised
313 Value).The Appraisal may also set forth certain lender requirements,replacements,removals or repairs
314
315 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value
316 6.2. Appraisal Condition.The applicable appraisal provision sat forth below applies to the respective
317 loan type set forth In§4.5.3,or If a cash transaction(I e.no finandng),§6.2.1 applies
ata 6.2.1. Conventional/Other.Buyer has the right to obtain an Appraisal If the Appraised Value
319 Is less than the Purchase Price,or If the Appraisal pen l is not received by Buyer on or before Appraisal Deadline
321 Buyer may,on or before Appraisal Objection Deadline,notwithstanding§6.3 or§13.
322 6.2.1.1.Notice to Terminate.Notify Seller in wilting,pursuant t025.1,that this
323
324 Contract Is terminated;or §
325 6.2.1.2.Appraisal Objection.Deliver to Seller a written objection accompanied by
326 either a copy of the Appraisal or written notice from lender that confirms the Appraised Value Is less than the
322 Purchase Price(Lender Verification)
329
329 6.2.1.3.Appraisal Resolution.It an Appraisal Objection is received by Seller,on or
330 before Appraisal Objection Deadline and If Buyer and Seller have not agreed in writing to a settlement
332 thereof on or before Appraisal Resolution Deadline,this Contract will terminate on the Appraisal Resolution
333 Deadline,unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination,
334 1.e,on or before expiration of Appraisal Resolution Deadline
335 6.3. Lender Property Requirements.It the lender Imposes any written requirements,replacements,
337 removals or repairs,Including anyspecified In the A (LenderRequirements) Properly
33> P 9 P Appraisal R mremanit to be made to the Pro ed
338 (e.g,roof repair,repainting),beyond those matters already agreed to by Seller in this Contract,this Contract
339 terminates on the earlier of three days following Sellers receipt of the Lender Requirements,or Closing,unless
35� prior to termination.(1)the parties enter Into a written agreement to satisfy the Lender Requirements;(2)the
342 Lender Requirements have been completed,or(3)the satisfaction of the Lender Requirements Is waived in
343 writing by Buyer.
344 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be
345
346 timely paid by OBuyer Open, The cost of the Appraisal may include any and all fees paid to the appraiser,
ll
347 appraisal management company,lender's agent or all three.
348
349
350
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351 7. OWNERS'ASSOCIATION. This Section is applicable If the Property is located within a Common
352 Interest Community and subject to the declaration(Association)
353
351 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A
355 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY.
ase THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'
358 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND
359 REGULATIONS OF THE ASSOCIATION.THE DECLARATION.BYLAWS AND RULES AND REGULATIONS
360 WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY,INCLUDING AN
361 OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES NOT PAY THESE
362
363 ASSESSMENTS,THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL
364 IT TO PAY THE DEBT.THE DECLARATION,BYLAWS AND RULES AND REGULATIONS OF THE
365 COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN
366
367 ARCHITECTURAL REVIEW BY THE ASSOCIATION(OR A COMMITTEE OF THE ASSOCIATION)AND
368 THE APPROVAL OF THE ASSOCIATION.PURCHASERS OF PROPERTY WITHIN THE COMMON
3e9 INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE
371 ASSOCIATION.PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY
372 AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION.
373 7.2. Association Documents to Buyer.Seller is obligated to provide to Buyer the Association
374 Documents(defined below),at Seller's expense,on or before Association Documents Deadline.Seller
315
3 rs authorizes the Association to provide the Association Documents to Buyer,at Seller's expense.Seller's
377 oNlgation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents.
378 regardless of who provides such documents.
379
380 7 3. Association Documents.Association documents(Association Documents)consist of the
An following
382 7.3.1. All Association declarations,amides of Incorporation,bylaws,articles of
383
381 organization,operating agreements,rules end regulations,party wall agreements and the Association's
385 responsible governance policies adopted under§38-33.3-209.5,C.R.S.,
306 7.9.2. Minutes of (1)the annual owners'or members'meeting and(2)any executive
387 boards'or managers'meetings,such minutes Include those provided under the most current annual disclosure
Sae
399 required under§38-33.3-209.4,C R S.(Annual Disclosure)and minutes of meetings,if any,subsequent to the
390 minutes disclosed in the Annual Disclosure.If none of the preceding minutes exist,then the most recent
391 minutes,if any(§§7.3.1 and 7.3 2,collectively,Governing Documents),and
392
393 7.9.3. List of all Association insurance policies as provided In the Association's last Annual
391 Disclosure,including,but not limited to,property,general liability,association director and officer professional
395 liability and fidelity policies.The list must Include the company names,policy limits,policy deductibles,
396
397 additional named Insureds and expiration dates of the policies listed(Association Insurance Documents),
398 7.3.4. A list by unit type of the Association's assessments,including both regular and
399 special assessments as disclosed In the Association's last Annual Disclosure;
9013 7.3.5. The Association's most recent financial documents which consist of.(I)the
401
402 Association's operating budget for the current fiscal year,(2)the Association's most recent annual financial
403 statements,Including any amounts held in reserve for the fiscal year immediately preceding the Association's
001
last Annual Disclosure,(3)the results of the Association's most recent available financial audit or review, (4)fist
495
406 of the fees and charges(regardless of name of tills of such fees or charges)that the Association's community
407 association manager or Association will charge in connection with the Closing Including,but not limited to,any
408 fee incident to the Issuance of the Association's statement of assessments(Status Letter),any rush or update
410 fee charged for the Status Letter any record change fee or ownership record transfer fees(Record Change
4th Fee),fees to access documents,(5)list of all assessments required to be paid in advance,reserves or working
412 capital due at Closing and(9)reserve study.if any(§§7 3.4 and 7 3.5.collectively,Financial Documents),
413 7.3.6. Any written notice from the Association to Seller of a'construction defect action'
414
415 under§38-33.3-303.5,C.R.S.within the past six months and the result of whether the Association approved or
416 disapproved such action(Construction Defect Documents) Nothing in this Section limits the Seller's obligation
°17 to disclose adverse material facts as required under§10.2(Disclosure of Adverse Material Facts;Subsequent
419 Disclosure,Present Condition)including any problems or defects in the common elements or limited common
420
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421 elements of the Association property.
422 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents
423
424 Buyer has the Right to Terminate under§25 1,on or before Association Documents Termination Deadline,
425 based on any unsatisfactory provision In any of the Association Documents,in Buyer's sole subjective
426 discretion Should Buyer receive the Association Documents after Association Documents Deadline,Buyer,
428 at Buyer's option,has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller on
429or before ten days after Buyers receipt of the Association Documents If Buyer does not receive the
33, Association Documents,or If Buyer's Notice to Terminate would otherwise be required to be received by Seller
432 after Closing Date,Buyer's Notice to Terminate must be received by Seller on or before Closing If Seller does
433 not receive Buyer's Notice to Terminate within such time,Buyer accepts the provisions of the Association
434 Documents as satisfactory and Buyer waives any Right to Terminate under this provision,notwithstanding the
435
435 provisions of§8.6(Right of First Refusal or Contract Approval)
437
4J6 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE.
439 8.1. Evidence of Record Title.
941 0 8.1.1. Seller Selects Tine Insurance Company.It this box is checked,Seiler will select the
442 title insurance company to furnish the owners title insurance policy at Sellers expense.On or before Record
443 Title Deadline,Seller must furnish to Buyer,a current commitment for an owner's title Insurance policy(Title
^as Commitment),In an amount equal to the Purchase Price,or If this box is chocked,❑an Abstract of Title
446 codified to a current date.Seiler will cause the title Insurance policy to be issued and delivered to Buyer as
447 soon as practicable at or after Closing,
itis0 8.1.2. Buyer Selects Title Insurance Company.If this box is checked,Buyer will select the
450 title insurance company to furnish the owners title Insurance policy at Buyers expense.On or before Record
45i Title Deadline,Buyer must furnish to Seller,a current commitment for owner's tale insurance policy(Title
452 Commitment),in an amount equal to the Purchase Price.
453
464 If neither box in§B 1.1 or§8.1,2 is checked,§8.1.1 applies.
455 8.1.3. Owners Extended Coverage(OEC). The Title Commitment®Plitt ❑Will Not
456 contain Owners Extended Coverage(OEC) If the Title Commitment is to contain OEC,it will commit to delete
457 or insure over the standard exceptions which relate to:(1) possession,( )
45o P parties Inb 2 unrecordedeectiveasements,
459 (3)survey matters,(4)unrecorded mechanics'Hens,(5)gap period(period between the effective date and lime
460 of commitment to the date and time the deed is recorded)and(6)unpaid taxes,assessments end unredeemed
461 tax sales prior to the year of Closing Any additional premium expense to obtain OEC will be paid by®Buyer
462
463 0 Seller❑One-Halt by Buyer and One-Half by Seller❑Other.
164 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or
465
466 delete or Insure over any or all of the standard exceptions for OEC The Title Insurance Company may require
467 a New Survey or New ILC,defined below,among other requirements for OEC If the Title Insurance
466 Commitment is not satisfactory to Buyer,Buyer has a right to object under§8.5(Right to Object to Title,
aha Resolution).
471 8.4.4. Title Documents.Title Documents consist of the fdiowing (1)copies of any plats,
472 declarations,covenants,conditions and restrictions burdenktg the Property and(2)copies of any other
473 documents(or,If illegible,summaries of such documents)listed in the schedule of exceptions(Exceptions)in
025 the Title Commitment furnished to Buyer(collectively,Title Documents).
476 8.1.5. Copies of Title Documents.Buyer must receive,on or before Record Title Deadline,
477 copies of all Title Documents.This requirement pertains only to documents as shown of record in the office of
479 the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the
400 documents required In this Section wig he at the expense of the party nr parties obligated to pay for the
481 owner's title insurance pokey
9tl2 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer copies of any abstracts of title
484 covering all or any portion of the Property(Abstract of TRIO in Setters possession on or before Record Title
4e5 Deadline
486 8.2. Record Title.Buyer has the right to review and object to the Abstract of Title or Title
4117
les Commitment and any of the Title Documents as set forth in§8 5(Right to Object to Title,Resolution)on or
489 before Record Title Objection Deadline.Buyer's objection may be based on any unsatisfactory form or
490
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491 content of Title Commitment or Abstract of Title,notwithstanding§13.or any other unsatisfactory title
492 condition,in Buyer's sole subjective discretion If the Abstract of Tills,Title Commitment or Title Documents are
494 not received by Buyer on or before the Record Title Deadline,or If there is an endorsement to the Title
495 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title
496 Commitment will be delivered to Buyer.Buyer has until the earlier of Closing or ten days after receipt of such
44a documents byBuyero review and to.(1)anyrequired Title Document not timelyreceived Buyer, (2)
497object Q by Y
499 any change to the Abstract of Title,Title Commitment or Title Documents,or(3)any endorsement to the Title
500 Commitment.If Seller receives Buyer's Notice to Terminate or Notice of Title Objection,pursuant to this§B.2
S01 (Record Title),any title objection by Buyer Is governed by the provisions set forth In§8 5(Right to Object to
502
503 Title,Resolution) If Seller has fulfilled all Sellars obligations,If any,to deliver to Buyer all documents required
501 by§8 1 (Evidence of Record Title)and Seller does not receive Buyers Notice to Terminate or Notice of Title
505 Objection by the applicable deadline specified above,Buyer accepts the condition of title as disclosed by the
506
so, Abstract of Title,Title Commitment and Title Documents as satisfactory
506 8.3. Off-Record Title.Seller must deliver to Buyer,on or before Off-Record Title Deadline,true
509 copies of all existing surveys In Seller's possession pertaining to the Property and must disclose to Buyer all
s11 easements,(lens(including,without limitation,governmental Improvements approved,but not yet installed)or
512 other title matters(Including,without limitation,rights of first refusal and options)not shown by public records,
513 of which Seller has actual knowledge(Off-Record Matters) This Section excludes any New ILC or New
514 Survey governed under§9(New ILC,New Survey).Buyer has the right to Inspect the Property to investigate
515
516 it any third party has any light in the Properly not shown by public records(e g.,unrecorded easement,
517 boundary line discrepancy or water nghts).Buyer's Notice to Terminate or Notice of Title Objection of any
19 unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§8 2
519
520 (Record Title)and§13(Transfer of Title)),in Buyer's sole subjective discretion,must be received by Seller on
521 or before Off-Record Title Objection Deadline If an Off-Record Matter Is received by Buyer after the
522 Off-Record Title Deadline,Buyer has until the earlier of Closing or ten days after receipt by Buyer to review
523 and object to such OH-Record Matter If Seller receives Buyer's Notice to Terminate or Notice of Title Objection
s24 I rei
52s pursuant to this§8 3(Off-Record Title),any title objection by Buyer Is governed by the provisions sal forth in§
526 8.5(Right to Object to Title,Resolution).If Seller does not receive Buyers Notice to Terminate or Notice of Title
522 Objection by the applicable deadline spedfied above,Buyer accepts title subject to such Off-Record Matters
52n
529 and rights,if any,of third parties not shown by public records of which Buyor has actual knowledge.
530 8.4. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL
531 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES
532
533 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS.PROPERTY OWNERS IN SUCH DISTRICTS
534 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF
535 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO
537 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES.BUYERS
538 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY
5539 40 CONTACTING THE COUNTY TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE
541 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY
542 COMMISSIONERS,THE COUNTY CLERK AND RECORDER,OR THE COUNTY ASSESSOR.
543 A tax certificate from the respective county treasurer listing any special taxing districts that effect the
544 Property(Tax Certificate)must be delivered to Buyer on or before Record Title Deadline.If the Property Is
595
546 located within a special taxing district and such Inclusion is unsatisfactory to Buyer,In Buyer's solo subjective
547 discretion.Buyer may object on or before Record Title Objection Deadline if the Tax Certificate shows that
540 the Property Is Included In a special taxing district and is received by Buyer after the Record Title Deadline,
559
550 Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's
551 Inclusion in a special taxing district as unsatisfactory to Buyer
552 B5. Right to Object to Title,Resolution.Buyers nght to object,In Buyer's sole subjective
553
554 discretion,to any title matters Includes those matters set forth in§6.2(Record Title).§8 3(Off-Recon]Title),§
555 8.4(Special Taxing District)and§13(Transfer of Title).II Buyer objects to any title matter,on or before the
556 applicable deadline,Buyer has the following options:
557 8.5.1. Title Objection,Resolution.If Seller receives Buyer's written notice objecting to any
558
559 title matter(Notice of Title Objection)on or before the applicable deadline and H Buyer and Seller have not
560
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561 agreed to a written settlement thereof on or before Title Resolution Deadline,this Contract will terminate nn
562 the expiration of Title Resolution Deadline,unless Seller receives Buyer's written withdrawal of Buyer's
563
564 Notce of Tarr Objection ft e..Buyers written notice to waive objection to such Items and waives the R ght to
ses Terminate for that reason),on or before expiration of Title Resolution Deadline Neither the Record Title
566 Deadline or the Off-Record Title Deadline,or both.are extended pursuant lo§8.2(Record Riley§8.3
567
568 (Off-Record Title)or§8 4(Special Taxing Districts),the Title Resolution Deadline also will be automatically
569 extended to the earlier of Closing or fifteen days after Buyers receipt of the applicable documents:Or
570 8.52. Title Objection,Right to Terminate.Bayer may exercise Ane Right to Terminate coder
611 25.1,on or before thea applicable deadline,based on anytitle matter unsatisfactory to S
522 § PP ry oyer,In Buyer's sole
523 subjective discretion,
574 8.6. Right of First Refusal or Contract Approval.If there is a right of first refusal on the Property
525 or a right to approve this Contract,Seller must promptly submit this Contract according to the terms and
577 conditions o'such right,if the holder of the right of fist retusal exercises such right or the holder of a right to
576 approve disapproves this Contract,this Contract will terminate,If the right of first refusal is waived explicitly or
X19 expires,or the Contract Is approved,this Contract will remain In full force and effect.Seller must promptly
See
561 notify Buyer it writing of the foregoing.If expiration or waiver of the right or first refusal or approval of this
562 Contract has not occurred on or before Right of First Refusal Deadline,this Contract will Inen temilnate
583 8.7. Title Advisory.The Title Documents affect the title,ownership and use of the Property and
S85 should be reviewed carefully Additionally,other matters not reflected In the Title Documents may affect the
585
586 title,ownership and use of the Property,Including,without limitation,boundary lines and encroachments.
set-bate requirements,area,zoning,Wilding code violations,unrecorded easements and dais of
588 easements,leases and other unrecorded agreements,water on or under the Property,and various laws and
599
596 governmental regulations concerning land use,development and environmental matters.
Ss: 81.1. OIL,GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE
592 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND
593
594 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE
596 MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL,GAS,
596 OTHER MINERALS,GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE
59: PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE
596
599 PROPERTY TO ACCESS THE MINERAL ESTATE,OIL,GAS OR WATER.
600 8.7.2. SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE
moi PROPERTY TO ACCESS THE OIL,GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE
60 1 AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY SE RECORDED WITH THE
bat COUNTY CLERK AND RECORDER.
665 B.7.3. OIL AND GAS ACTIVITY.OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR
606
600r7 ADJACENT TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING,
608 WELL COMPLETION OPERATIONS,STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES,
609 PRODUCING WELLS,REWORKING OF CURRENT WELLS,AND GAS GATHERING AND PROCESSING
610 FACILITIES.
611
612 8.7.4, ADDITIONAL INFORMATION.BUYER IS ENCOURAGED TO SEEK ADDITIONAL
613 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY,
614 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE
615
16 COLORADO OIL AND GAS CONSERVATION COMMISSION.
617 8.7.5 Title Insurance Exclusions Matters set forth in this Section and others,may be
618 excepted,excluded from,or not covered by the owner's title insurance poilcy.
619
e20
3.8. Consult an Attorney.Buyer is advised to timely consult legal counsel with respect lo all such
en matters as there are strict time limits provided in this Contract(e.g.,Record Tttle Objection Deadline and
622 Off.Record Title Objection Deadline).
623
624
625 S. NEW ILC,NEW SURVEY.
626 8.1. New ILC or New Survey.if the box Is chsdied,a: 1)❑New Improvement Location Certificate
622 (New ILC),or,2)®New Survey In the form of improvement survey plat Is required and the following will
628
629 appy
630
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611 9.1.1.Ordering of New ILC or New Survey.Metier OBuyer will order the Now ILC or Now
632 Survey The New ILC or New Survey may also be a previous ILC or survey that is In the above-re uired form,
633 q
634 certified and updated as of a date after the date of this Contract
635 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be
636 paid,on or before Closing,by ®Seller OBuyeror
63/
635 91.3. Del leery of New ILC or New Survey.Buyer,Seller,the issuer of the Title Commitment(or
639 the provider of the opinion of title if an Abstract of Title)and attorneys and brokers will receive a New ILC
640 or New Survey on or before New ILC or New Survey Deadline
641
642 914.Certification of New ILC or New Survey.The New ILC or New Survey will be certified by
643 the surveyor to all those who are to receive the New ILC or New Survey.
614 9.2. Buyer's Right to Waive or Change New IC or New Survey Selection. Buyer may select a
645
646 Now ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or
647 change to the New ILC or New Survey Objection Deadline Buyer may,in Buyers sole subjective discretion,
dig waive a New ILC or New Survey If done prior to Seller Incurring any cost for the same.
619
650 9.3. New ILC or New Survey Objection.Buyer has the right to review and object to the New ILC or
651 New Survey.If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer,in
652 Buyers sole subjective discretion,Buyer may,on or before New ILC or New Survey Objection Deadline,
653 notwithstanding§8 3 or§13'
654
655 9.3.1.Notice to Terminate.Notify Seller In writing,pursuant to§25 1,that this Contract Is
656 terminated;or
657 9.3.2.New ILC or New Survey Objection.Deliver to Seller a written description of any matter that
659 was to be shown or is shown In the New ILC or New Survey that is unsatisfactory and that Buyer requires
660 Seller to correct.
661 9.3.3.New ILC or New Survey Resolution.If a New ILC or New Survey Objection is received
661
663 by Seller,on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed
664 in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline,this Contract will
665 terminate on expiration of the New ILC or New Survey Resolution Deadline,unless Seiler receives Buyer's
666 written withdrawal of the New ILC or New SurveY1 Objection before such termination,i.e.,on or before
667
66B expiration of New ILC or New Survey Resolution Deadline
669
670 DISCLOSURE,INSPECTION AND DUE DILIGENCE
671
672
673 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY,INSURABILITY,DUE DILIGENCE,AND
674 SOURCE OF WATER.
675
676 10.1. Sollars Property Disclosure. On or before Seller's Property Disclosure Deadline,Seller
677 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's
678 Sellers Property Disclosure form completed by Sailor to Seller's actual knowledge and current as of the date of
679 this Contract.
680
681 10.2. Disclosure of Adverse Material Facts;Subsequent Disclosure;Present Condhlun.Seller •
682 must disclose to Buyer any adverse material facts actually known by Seller as of the date of This Contract.
sen66
Seller agrees that disclosure of adverse material facts will be In writing.In the event Seller discovers an
665 adverse material fact after the date of this Contract,Seller must timely disclose such adverse fact to Buyer.
686 Buyer has the Right to Terminate based on the Sellers new disebsure on the earlier of Closing or five days
687 after Buyers receipt of the new disclosure Except as otherwise provided in this Contract,Buyer acknowledges
689 that Seller is conveying the Pmpedy to Buyer in an'As le condition,"Where tri'and'With AU Faults"
690 10.3. Inspection.Unless otherwise provided In this Contract,Buyer,acting in good faith,has the right
691 to have inspections(by one or more third parties,personally or both)of the Property and inclusions
692
693 (Inspection),at Buyer's expense If(1)the physical condition of the Property,Including,but not limited to,the
694 roof,walls,structural Integrity of the Property,the electrical,plumbing, NVAC and other mechanical systems 94
695 the Property(2)the physical condition of the Inclusions,(3)service to the Property(including utilities and
696 communication services),systems and components of the Property(e g.,heating and plumbing),(4)any
697
698 proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or noise
699 (whether on or off the Property)and Its effect or expected effect on the Property or its occupants is
700
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701 unsatisfactory,in Buyer's sole subjective discretion,Buyer may:
702 10.3.1. Inspection Objection.On or before the Inspection Objection Deadline,deliver to
703
704 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct,or
705 10.3.2. Terminate.On or before the Inspection Termination Deadline,notify Seller in writing,
706 pursuant to§25 1,that this Contract is terminated due to any unsatisfactory condition.Inspection
707
708 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in§
709 31 for Inspection Termination Deadline.
710 10.3.3. Inspection Resolution.if an Inspection Objection is received by Seller,on or before
711 Inspection Objection Deadline and If Buyer and Seller have not agreed In writing to a settlement thereof on
712
713 or before Inspection Resolution Deadline,this Contract will terminate on Inspection Resolution Deadline
714 unless Seller receives Buyer's written withdrawal of the Inspection Objectlon before such termination,I s,on or
715 before expiration of inspection Resolution Deadline.
716
717 10.4. Damage,Liens and Indemnity.Buyer,except as otherwise provided In this Contract or other
>la written agreement between the parties,Is responsble for payment for all inspections,tests,surveys,
719 engineering reports,or other reports performed at Buyer's request(Work)and must pay for any damage that
721 occurs to the Property and Inclusions as a result of such Work Buyer must not permit claims or liens of any
722 kind against the Property for Work performed on the Property.Buyer agrees to Indemnify,protect and hold
723 Seller harmless from and against any liability,damage,cost or expense Incurred by Seller and caused by any
pissuch Work,claim,or lion.This indemnity includes Seller's right to recover all costs and expenses incurred by
726 Seller to defend against any such liability,damage,cost or expense,or to enforce this Section,Including
727 Seller's reasonable attorney fees,legal fees and expenses.The provlslons of this Section survive the
ria termination of this Contract This§10 4 does not apply to items performed pursuant to an Inspection
729
730 Resolution
731 10.5. Insurability.Buyer has the right to review and object to the availability,terms and conditions of
732 and premium for properly insurance(Property Insurance) Buyer has the Right to Terminate under§25.1,on or
734 before Property Insurance Termination Deadline,based on anyunsatisfactory P rty provision of the Property
735 Insurance,in Buyers sole subjective discretion
736 10.5. Due Diligence.
737 10.6.1. Due Diligence Documents.If the respective box is checked,Seller agrees to deliver
738
739 copies of the following documents and Information pertaining to the Property(Duo Diligence Documents)to
740 Buyer on or before Due Diligence Documents Delivery Deadline:
741 ® 10.6.1.1. All contracts relating to the operation,maintenance and management of the
742
743 Property,
744 ® 10.6.1.2. Property lax bills for the last 2 years,
745 ❑ 10.6.1.3. As-built construction plans to the Property and the tenant Improvements,
746
747 Including architectural,electrical,mechanical,and structural systems,englneedng reports,and permanent
748 Certificates of Occupancy,to the extent now available,
749 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer,
750 751 D 10.8.1.5. Operating statements for the past years,
752 ❑ 10.6.1.6. A rent roll accurate and correct to the date of this Contract.
753 D 10.6.1.7. All current leases,Including any amendments or other occupancy
794
755 agreements,pertaining to the Property.Those leases or other occupancy agreements pertaining to the
756 Property that survive Closing are as follows(Leases)
757 ❑ 10.6.1.8. A schedule of any tenant Improvement work Seller Is obligated to complete
758
755 but has not yet been completed and capital improvement work either scheduled or in process on the date of
mo this Contract,
761 ❑ 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims
762
763 which have been made for the past years; F
764 0 10.6.1.10. Sols reports,surveys and engineering reports or data pertaining to the
765 Property(If not delivered earlier under§8 3),
766 0 10.6.1.11. My end all existing documentation and reports regarding Phase I and II
767
768 environmental reports,letters,test results,advisories and similar documents respective to the existence or
769 nonexistence of asbestos,PCB transformers,cc other toxic,hazardous or contaminated substances,and/or
770
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771 underground storage tanks and/or radon gas.If no reports are In Sellers possession or known to Seller,Seller
772 warrants that no such reports are In Seller's possession or known to Seller,
7744 ❑ 10.6.1.12 Any Americans with Disabilities Act reports,studies or surveys concerning
775 the compliance of the Property with said Act,
776 ® 10.6.1.13. All permits,licenses and other building or use authorizations Issued by any
ncgovernmental authority with junsdebon over the Property and written notice of any violation of any such
779 permits,licenses or use authorizations,If any,and
780 ❑ 10.6.1.14. Other documents and information
781
782
783
784 10.6.2. Due Diligence Documents Review and Objection.Buyer has the nght to review and
785 object to Due Diligence Documents If the Due Diligence Documents are not supplied to Buyer or are
786
787 unsatisfactory,in Buyer's sole subjective discretion,Buyer may,an or before Due Diligence Documents
788 Objection Deadline'
789 10.6.2.1. Notice to Terminate.Notify Seller in writing,pursuant to§25.1,that this
790
791 Contract Is terminated,or
792 10.6.22. Due Diligence Documents Objection.Deliver to Seller a written description
793 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct
795
795 10.62. Diligence93. Due Documents Resolution.If a Due Diligence Documents
795 Objection Is received by Seller,on or before Due Diligence Documents Objection Deadline and If Buyer and
797 Seller have not agreed In writing to a settlement thereof on or before Due Diligence Documents Resolution
798 Deadline,this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller
799
990 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination,i.e.,an
em or before expiration of Due Diligence Documents Resolution Deadline.
802 10.6.3. Zoning.Buyer has the Right to Terminate under§25.1,on or before Due Diligence
804 Documents Objection Deadline,based on anyunsatisfactoryzanin and anyuse restrictions imposed byany
1 g P
so3 governmental agency with jurisdiction over the Property,in Buyers sole subjective discretion.
806 10.6.4. Due Diligence—Environmental,ADA.Buyer has the right to obtain environmental
007
808 inspections of the Property Including Phase I and Phase 11 Environmental Site Assessments,as applicable.❑
809 Seller❑Buyer will order or provide❑Phase I Environmental She Assessment,0 Phase II
MO Environmental Site Assessment(compliant with most current version of the applicable ASTM E1527
Olt standard practices for Environmental Site Assessments)and/or❑Na,at the expense of❑Beller❑Buyer
8/2
813 (Environmental Inspection).In addition,Buyer,at Buyer's expense,may also conduct an evaluation whether
814 the Property complies with the American math Disabilities Act(ADA Evaluation).All such inspections and
815 evaluations must he conducted at such times as are mutually agreeable to minimize the Interruption of Sellers
876
817 and any Seller's tenants'business uses of the Property,If any
ate If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site
819 Assessment,the Environmental Inspection Termination Deadline will be extended by days(Extended
820
821 Environmental Inspection Termination Deadline)and If such Extended Environmental Inspection Termination
822 Deadline extends beyond the Closing Date,the Closing Date will be extended a like period of time In such
823 event,❑Beller❑Buyer must pay the cost for such Phase 11 Environmental Site Assessment
825 Notwithstanding Buyers light to obtain additional environmental Inspections of the Property in this
825 A YmP n Y §
826 10 04, Buyer has the Right to Terminate under§25.1,on or before Environmental Inspection Termination
827 Deadline,or if applicable,the Extended Environmental Inspection Termination Deadline,based on any
828
839 unsatisfactory results of Environmental Inspection,in Buyer's sole subjective discretion.
830 Buyer has the Right to Terminate under§25 7,on or before ADA Evaluation Termination Deadline,
831 based on any unsatisfactory ADA Evaluation,in Buyer's solo subjective discretion
832 10.7. Conditional Upon Sale of Property This Contract Is conditional upon the sale and closing of
833
834 that certain property owned by Buyer and commonly known as nye.Buyer has the Right to Terminate under§
935 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline If
836 such property Is not sold and closed by such deadline Thls Section Is for the sole benefit of Buyer.If Seller
837
838 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline,Buyer waives any Right
839 to Terminate under this provision.
910
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091 10.8. Source of Potable Water(Residential Land and Residential Improvements Only).
043 Buyer 0Does ®Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of
844 Water Addendum disclosing the source of potable water for the Property 0 There is No Well.Buyer Oboes
645 Oboes Not acknowledge receipt of a copy of the current well perm0
B46 Note to Buyer SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE
848 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED
849 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES.
850 10.9. Existing Leases;Modification of Existing Leases;New Leases.Seller states that none of
051 the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions,rent reductions or
8S2
853 rent abatements except as disclosed In the Lease or other writing received by Buyer Seller win not amend,
854 alter,modify,extend or cancel any of the Leases nor will Seller enter into any new leases affecting the Property
855 without the prior written consent of Buyer,which consent will not be unreasonably withheld or delayed
855
857
858 11. ESTOPPEL STATEMENTS.
559 11.1. Estoppel Statements Conditions Buyer has the right to review and object to any Estoppel
861 Statements.Seller must request from all tenants of the Property and if received by Seller,deliver to Buyer on
862 or before Estoppel Statements Deadline,statements in a form and substance reasonably acceptable to
863 Buyer,from each occupant or tenant at the Property(Estoppel Statement)attached to a copy of the Lease
8645 staling
8
865
866 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease;
867 11.1.2. That said Lease Is In full force and effect and that there have been no subsequent
868 modifications or amendments;
869
870 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits paid to
871 Seller,
072 11.1.6. The amount of monthly(or other applicable period)rental paid to Seller,
era 11.1.5. That there Is no default under the terms of said Lease bylandlord or occupant;and
73
875 11.1.6. That the Lease to which the Estoppel Statement is attached is a true,correct and
876 complete copy of the Lease demising the premises it describes.
en 11.2. Seller Estoppel Statements In the event Seller does not receive from all tenants of the
819
099 Property a completed signed Estoppel Statement,Seller agrees to complete and execute an Estoppel
880 Statement setting forth the information and documents required§11 1 above and deliver the same to Buyer on
801 or before Estoppel Statements Deadline
882
803 11.3. Estoppel Statements Termination Buyer has the Right to Terminate under§25 1,on or
889 before Estoppel Statements Termination Deadline,based on any unsatisfactory Estoppel Statement,in
085 Buyers sola subjective discretion,or If Seller fails to deliver the Estoppel Statements on or before Estoppel
886
887 Statements Deadline Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement.
888
889 CLOSING PROVISIONS
890
891
892 12 CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING.
893 12.1.Closing Documents and Closing Information.Seller and Buyer will cooperate w*h the Closing
899
895 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and
896 Seller and their designees.If Buyer is obtaining a loan to purchase the Property,Buyer acknowledges Buyers
897 lender is required to provide the Closing Company,in a timely manner,Si required loan documents and
899 financial information concerning Buyers loan Buyer and Seller will furnish any additional information and
900 documents required by Closing Company that will be necessary to complete this transaction.Buyer and Seller
901 will sign and complete all customary or reasonably-required documents at or before Closing.
902 12.2.Closing Instructions.Colorado Real Estate Commission's Closing Inslmclons OAre Are
903
904 Not executed with ihls Contract.
905 12.3.Closing.Delivery of deed from Seller to Buyer will be at dosing(Closing) Closing will be on the
906 date specified as the Closing Date or by mutual agreement at an earlier date.The hour and place of Closing
907
908 will bees designated by seller and buyermutuafly
909
910
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911 12 4.Disclosure of Settlement Costs.Buyer and Seller acknowledge that costs.quality and extent of
912 service vary between different settlement service providers(a g..attorneys,lenders,inspectors and title
913
91d companies).
915
916 13 TRANSFER OF TITLE.Subject to Buyer's compliance with the terms and provisions of Ihls Contract,
917
918 including the lender of any payment due at Closing,Seller,provided another deed Is not selected,must
Ste execute and deliver a good and sufficient special warranty deed to Buyer,at Closing However,If the box is
920 checked,the parties agree to use the corresponding deed instead
921 r-1
general warrantydeed 0 bargain and sale deed quit claim deed ❑
personal representative's deed922
923 D General Warranty deed
924 13.1. Special Warranty Deed and General Warranty Deed Exceptions.If title will be conveyed
925 using a special warranty dead or a general warranty deed,title will be conveyed subject to
926
927 13.1.1. General taxes for the year of Closing.
928 13.1.2. Distnbutlon utility easements(Including cable TV),
929 13.1.3. Those specifically described rights of third parties not shown by the public records
930
931 of which Buyer has actual knowledge and which were accepted by Buyer in accordance with with§8.3
932 (Off-Record Title)and§9(New ILC or New Survey),
933 13.1.4. Inclusion of the Property within any special taxing district,
934 19.1.5. My special assessment tf the improvements were not installed as of the dale of
936 Buyer's signature hereon,whether assessed prior to or after Closing and
932 13.1.6. Other We.
939 13.2. Special Warranty Deed.In addition to the requirements of§13 1,if title will be conveyed by
910 a special warranty deed,Seller will warrant bile against all persons claiming by.through or under Seller subject
941 to those specific recorded exceptions,If any,created during Seller's ownership of the Property and described
942 by reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer
943
944 in accordance with§8.2(Record Title)and described in the deed by reference to the specific recording
945 information for each recorded document.
946 13 3. General Warranty Deed.In addition to the requirements of§13 1,if title will be conveyed by
942
940 a general warranty deed,Seller will warrant the tide subject to those specific recorded exceptions described by
949 reference to recorded documents shown as Exceptions In the Title Documents that are accepted by Buyer in
950 accordance with§8 2(Record Title)and described in the deed by reference to the specific recording
952
952 Information for each recorded document.
953
954 14. PAYMENT OF LIENS AND ENCUMBRANCES.Unless agreed to by Buyer in writing,any amounts
955 owed on anyBens or encumbrances securinga monetarysum,Including,but not limited to,an
956 9. anygovernmental
ornntal
952 liens for special Improvements Installed as of the date of Buyer's signature hereon,whether assessed not
958 and previous years'taxes,will be paid at or before Closing by Seller from the proceeds of this transaction or
959 from any other source
960
961
962 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES.
963 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs
969
965 and all other items required to be paid at Closing,except as otherwise provided herein.
966 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by
962 ❑Buyer D Seller ®One-Half by Buyer and One-Half by Seller Any Record Change Fee must e paid
958 b
969 y
gm DOther
971 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date,
922 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter.Any fees incident
923
934 to the issuance of Association's Status Lefler must be paid by ®Nona❑Bu er❑Sellar Dona-Half by
975 Buyer and One-Half by Seller.Any Record Change Fee must be paid by§8§None 0 Buyer 0 Seller
936 D One-Half by Buyer and One-Half by Seller.
933
928 15.4. Local Transfer Tax. ❑The Local Transfer Tax of %of the Purchase Price must
979 be paid at Closing by®None D Buyer ❑Seller D One-Half by Buyer and One-Half by Seller.
990
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981 15.5. Private Transfer Fee. Pnvate transfer fees and other fees duo to a transfer of the Property.
952 payable at Closing,such as community association fees,developer fees and foundation fees,must be paid at
osz
984
Closing by®None OBuyer IDSeller DOne-Half by Buyer and One-Half by Seller.The Private Transfer
9a5 fee,whether one or more,Is for the following association(s).in the total amount of na%of the Purchase Price
906 or$
987
gas 15.6. Water Transfer Fees. The Water Transfer Fees can change The fees,as of the date of
909 this Contract,do not exceed$far.
990 0 Water Stock/Certificates 0 Water District
991
997 0 Augmentation Membership 0 Small Domestic Water Company 0 and must be paid at Closing by
993 None Deuyer OSeller 00ne-Hall by Buyer and One-Half by Seller
990 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of This transaction
999
995 must be paid when due by®None OBuyer ESeller 0 One-Half by Buyer and One-Half by Seller.
997 15.8. FIRPTA and Colorado Withholding
990 15.8.1. FIRPTA. The Internal Revenue Service(IRS)may require a substantial portion of
999
1000 the Seller's proceeds be withheld after Closing when Seller is a foreign person If required withholding does not
1001 occur,the Buyer could be held liable for the amount of the Seller's tax,interest and penalties If the box in this
I"? Section is checked,Seller represents that Seller DIS a foreign person for purposes of U S Income taxation If
1004 the box in this Section is not checked,Seller represents that Seller is not a foreignperson for purposes of U.S.
10049 P P
loos income taxation Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably
1906 requested documents to verify Sellers foreign person status.If withholding Is required,Seller authorizes
1007 Closing Company to withhold such amount from Sellers proceeds Seller should inquire with Sellers tax
loos
1009 advisor to determine if withholding applies ar If an exemption exists
tote 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a
sot 1
portion of the Sellers proceeds be withheld after Closing when Seiler will not be a Colorado resident after
1012
1013 Closing,if not otherwise exempt.Seller agrees to cooperate with Buyer and Closing Company to provide any
1014 reasonably requested documents to verify Seller's status If withholding Is required,Seller authorizes Closing
tots Company to withhold such amount from Seller's proceeds Seller should inquire with Sellers tax advisor to
1017 determine if withholding appliesexemption exists or if an
1017
1019
1019 16, PROBATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing
mm Date,except as otherwise provided.
1021
1022 16.1. Taxes.Personal property taxes,if any,s ectal taxing district assessments,If any and
1023 general real estate taxes for the year of Closing,based en Taxes for the Calendar Year Immediately
1014 Preceding Closing 0 Most Recent MITI Levy and Most Recent Assessed Valuation,0 Other.
1025
1026 16.2. Rents Rents based on 0 Rents Actually Received II/Accrued At Closing,Seller will
1027 transfer or credit to Buyer tho security deposits for all Leases assigned,or any remainder after lawful
1025 deductions and notify all tenants in writing of such transfer and of the transferee's name and address.Seller
1019
1030 must assign to Buyer all Leases In effect at Closing and Buyer must assume Sellers obhgations under such
1031 Leases.
1032 16.3. Association Assessments Current regular Association assessments and dues
1033
1034 (Association Assessments)paid In advance will be credited to Seller at Closing.Cash reserves held out of the
1035 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller
1036 except as may be otherwise provided by the Governing Documents.Buyer acknowledges that Buyer may be
1037 obligated to pay the Association,al Closing,an amount for reserves or working capital.Any special
1038
103o assessment assessed prior to Closing Date by the Association will be the obligation of Dauyer ®Seller.
1040 Except however,any special assessment by the Association for Improvements That have been Installed as of
2041 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller.
1042
1043 Seller represents there are no unpaid regular or special assessments against the Property except the current
1044 regular assessments and none.Association Assessments are subject to change as provided in me Governing
1945 Documents.
1047 15.4. Other Prorations.Water and sewer charges,propane,interest on continuing loan and
1040 none.
1049 18.5. Final Settlement.Unless otherwise agreed in writing,these prorations are final.
ipso
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1051
lase 17 POSSESSION.Possession of the Property will be delivered to Buyer on Possession Date at
1053
1054 Possession Time,subject to the Leases as set forth In§10 61.7.
1055
1056 if Seller,after Closing,fads to deliver possession as specified,Seller will be subject to eviction and
1058 will be additional) liable to Buyer payment of 0.00per dayanydaynotwithstanding§ )
1050 Y Y P Y $ (or an part ofa18.1
1059 from Possession Date and Possession Time until possession is delivered
1060
1861
1062 GENERAL PROVISIONS
1063
1064 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE.
1065
1068 18.1.Day.As used in this Contract,the tornl'clay'means the entire day ending at 11 59 p.m.,United
1067 States Mountain Time(Standard or Daylight Savings.as applicable)
1060 18.2.Computation of Period of Days,Deadline.In computing a period of days(e.g.,three days after
1069 MEC),when the ending date Is not specified,the first day Is excluded and the last day is included If any
1079
1071 deadline falls on a Saturday Sunday or federal or Colorado state holiday(Holiday),such deadline®WIII 0
1072 Will Not be extended to the next day that Is not a Saturday,Sunday or Holiday.Should neither box be
1073 checked,the deadline will not be extended.
1074
1075
1076 19, CAUSES OF LOSS,INSURANCE;DAMAGE TO INCLUSIONS AND SERVICES;CONDEMNATION;
1077 AND WALK-THROUGH.Except as otherwise provided In this Contract,the Property,Inclusions or both will be
1070
1079 delivered In the condition existing as of the date of this Contract,ordinary wear and tear excepted.
1080 19.1. Causes of Loss,Insurance.In the event the Properly or Inclusions are damaged by fire,other
1081 perils or causes of loss pnor to Closing(Property Damage)In an amount of not more than ten percent of the
1082
1083 total Purchase Price and If the repair of the damage will be paid by Insurance(other than the deductible to be
1084 paid by Seller),than Seller,upon receipt of the insurance proceeds,will use Seller's reasonable efforts to
1035 repair the Property before Closing Dale.Buyer has the Right to Terminate under§25.1,on or before Closing
1066 Date,g the Property Is not repaired before Closing Date,or if the damage exceeds such sum Should Buyer
1087
1088 elect to carry cut this Contract despite such Property Damage,Buyer Is entitled to a credit at Closing for all
1089 insurance proceeds that were received by Seller(but not the Assooabon,if any)resulting from damage to the
la90 Property and Inclusions,plus the amount of any deductible provided for In the insurance policy This credit may
1091
1092 nal exceed the Purchase Price In the event Seller has not received the Insurance proceeds prior to Closing,
1093 the patties may agree to extend the Closing Date to have the Property repaired prior to Closing or,at the
1095 option of Buyer,(1)Seller must assign to Buyer the right to the proceeds at Closing,If acceptable to Seller's
11/95
1096 insurance company and Buyer's lender,or(2)the parties may enter into a written agreement prepared by the
1097 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller
1098 has received and will receive due to such damage,not exceeding the total Purchase Price,plus the amount of
1099 any deductible that applies to the insurance claim.
1100
not 19.2. Damage,Inclusions and Services.Should any Inclusion or service(Including utilities and
1.102 communication services),system,component or fixture of the Property(collectively Service)(e.g,heating or
1103 plumbing),fail or be damaged between the date of this Contract end Closing or possession,whichever is
i o4
to earlier,then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size,
1106 age and quality,or an equivalent credit,but only to the extent that the maintenance or replacement of such
1107 Inclusion or Service is not the responsibility of the Association,if any,less any Insurance proceeds received by
118 Buyer covering such repair or replacement.If the failed or damaged inclusion or Service Is not repaired or
111u replaced on or before Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§
1111 25.1,on or before Closing Date,or,at the option of Buyer,Buyer Is entitled to a credit at Closing for the repair
1112
1113 or replacement of such Inclusion or Service Such credit must not exceed the Purchase Price.If Buyer receives
1114 such a credit,Seller's right for any claim against the Association,if any,will survive Closing.
1115 19.3. Condemnation.In the event Seller receives actual notice prior to Closing that a pending
tile condemnation action may result in a taking of all or part of the Property or Inclusions,Seiler must promptly
1117
1110 notify Buyer,in wnting,of such condemnation action.Buyer has the Right to Terminate under§251,on or
1119 before Closing Date,based on such condemnation action,in Buyer's sole subjective discretion Should Buyer
1120
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1121 elect to consummate this Contract despite such diminution of value to the Property and Inclusions,Buyer is
1122 entitled to a credit at Closing for ell condemnation
1123 proceeds awarded to Seller for the diminution in the value of
1124 the Property or Inclusions but such credit will not Include relocation benefits or expenses,or exceed the
1125 Purchase Pdce
1126 19.4. Walk-Through and Verification of Condition Buyer,upon reasonable notice,has the right to
1122 walk through the Property prior to Closingto vera that the physical condition of the Properly and Inclusions
1129 B p Y ty P Y P Y
1129 complies with this Contract.
1130 19.5. Home Warranty.[Intentionally Deleted]
1131 19.6. Risk of Loss——Growing Crops The risk of loss for damage to growing crops by lire or other
1132
1133 casualty will be borne by the party entitled to the growing crops as provided in§2.8 and such party Is entitled
1134 to such Insurance proceeds or benefits for the growing crops.
1135
1137
1136 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL.By signing this Contract,Buyer and Seller
1110 acknowledge that the respective broker has advised that this Contract has Important legal consequences and
1139 has recommended the examination of title and consultation with legal and tax or other counsel before signing
1141
1141 this Contract
1142
1143 21. TIME OF ESSENCE,DEFAULT AND REMEDIES.Time is of the essence for all dates and deadlines
u°° In this Contract.This means that all dales and deadlines are strict and absolute.If any payment due,Including
1145
1146 Earnest Money,is not paid,honored or tendered when due,or if any obligation is not performed timely as
1147 provided in this Contract or waived,the non-defaulting party has the following remedies:
1148 21.1. If Buyer is In Default:
1149
1150 0 21.1.1. Specific Performance.Seller may elect to cancel this Contract and all Earnest
1151 Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller.It Is agreed that the Earnest
1152 Money Is not a penalty and the Parties agree the amount is fair and reasonable.Seller may recover such
1154
1154 additional damages as may be proper Alternatively,Seller may elect to treat this Contract as being In full force
1155 and effect and Seller has the nght to specific performance or damages,or both
1156 21.1.2. Liquidated Damages,Applicable.This§21.1.2 applies unless the box in§211.1.
1156 Is checked.Seller may cancel this Contract All Earnest Money(whether or not paid by Buyer)will be paid to
1159
1159 Seller and retained by Seller It Is agreed that the Earnest Money specified In§4 1 is LIQUIDATED DAMAGES
1160 and not a penalty,which amount the parties agree is fair and reasonable and(except as provided in§§10.4,
1161 22,23 and 24),said payment of Earnest Money Is SELLER'S ONLY REMEDY for Buyer's failure to perform
1163 the obligations of this Contract.Seller expressly waives the remedies of specific performance and additional
1164 damages
1165 21.2. If Seller I.In Default:Buyer may elect to treat this Contract as canceled,In which case all
1167 Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be
proper.Alternatively,Buyer may elect to treat this Contract as being In full force and effect and Buyer has the
right to specific performance or damages,or both •
22. LEGAL FEES,COST AND EXPENSES.Anything to the contrary herein notwithstanding,In the event
of any arbitration or litigation relating to this Contract,prior to or after Closing Date,the arbitrator or court must
award to the prevailing party all reasonable costs and expenses,including attorney fees,legal fees and
expenses
23. MEDIATION.If a dispute anses relating to this Contract(whether prior to or after Closing)and is not
resolved,the parties must first proceed,In good faith,to mediation Mediation is a process in which the parties
meet with an impartial person who helps to resolve the dispute informally and confidentially.Mediators cannot
impose binding decisions Before any mediated settlement is binding,the parties to the dispute must agree to
the settlement,in writing.The parties will Jointly appoint an acceptable mediator and will share equally in the
cost of such mediation.The obligation to mediate,unless otherwise agreed,will terminate B the entire dispute
is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the
other at that party's last imown address(physical or electronic as provided in§27).Nothing in this Section
prohibits either party from filing a lawsuit and recording a tis pendens affecting the Property,before or after the
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date of written notice requesting mediation This Section will not alter any date In this Contract,unless
otherwise agreed.
24. EARNEST MONEY DISPUTE.Except as otherwise provided herein,Earnest Money Holder must
release the Earnest Money following receipt of written mutual Instructions,signed by both Buyer and Seller. In
the event of any controversy regarding the Earnest Money,Earnest Money Holder Is not required to release the
Earnest Money. Earnest Money Holder,In its sole subjective discretion,has several options:(1)wait for any
proceeding between Buyer end Seller;(2)Interplead all parties and deposit Earnest Money into a court of
competent jurisdiction(Earnest Money Holder is entitled to recover court costs and reasonable attorney and
legal fees incurred with such action),or(3)provide notice to Buyer and Seller that unless Earnest Money
Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the
case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the
parties,Earnest Money Holder is authorized to return the Earnest Money to Buyer In the event Earnest Money
Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order,Earnest
Money Holder must disburse the Earnest Money pursuant to the Order of the Court The parties reaffirm the
obligation of§23(Mediation).This Section will survive cancellation or termination of this Contract
25. TERMINATION.
25.1.Right to Terminate.If a party has a right to terminate,as provided in this Contract(Right to
Terminate),the termination is effective upon the other party's receipt of a written notice to terminate(Notice to
Terminate),provided such written notice was received on or before the applicable deadline specified In this
Contract.If the Notice to Terminate is not received on or before the specified deadline,the party with the Right
to Terminate accepts the specified matter,document or condition as satisfactory and waives the Right to
Terminate under such provision.
25.2.Effect of Termination.In the event this Conked is terminated,all Earnest Money received
hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder,subject to§§10 4,
22,23 and 24.
26. ENTIRE AGREEMENT,MODIFICATION,SURVIVAL;SUCCESSORS.This Contract,its exhibits and
specified addenda,constitute the entire agreement between the parties relating to the subject hereof and any
prior agreements pertaining thereto,whether oral or written,have been merged and integrated Into this
Contract.No subsequent modification of any of the terms of this Contract Is valid,binding upon the parties,or
enforceable unless made in wnling and signed by the parties.Any right or obligation in this Contract that,by its
terms,exists or Is Intended to be performed alter termination or Closing survives the same Any successor to a
party receives the predecessor's benefits and obligations of this Contract.
27. NOTICE,DELIVERY AND CHOICE OF LAW.
27.1.Physical Delivery and Notice.Any document,or notice to Buyer or Seller must be In writing,
except as provided In§27.2 and Is effective when physically received by such party.any Individual named In
this Contract to receive documents or notices for such party,Broker,or Brokerage Firm of Broker working with
such party(except any notice or delivery after Closing must be received by the party,not Broker or Brokerage I
Firm)
27.2.Electronic Notice.As an alternative to physical delivery,any notice,may be delivered rn
electronic form to Buyer or Seller,any individual named In this Contract to receive documents or notices for
such party,Broker or Brokerage Firm of Broker working with such party(except any notice or delivery alter
Closing must he received by the party,not Broker or Brokerage.Arm)at the electronic address of the recipient ,
by facsimile,email or no other
27.3.Electronic Delivery.Electronic Delivery of documents and notice may be delivered by:(1)email
at the email address of the recipient,(2)a link or access to a website or server provided the redpient receives
the Information necessary to access the documents,or(3)facsimile at the facsimile number(Fax No)of the
recipient
27.4.Choice of Law.This Contract and all disputes arising hereunder are governed by and construed
in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a
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contract In Colorado for real property located in Colorado
28. NOTICE OF ACCEPTANCE,COUNTERPARTS.This proposal will expire unless accepted In writing,
by Buyer and Seller,as evidenced by their signatures below and the offering party receives notice of such
acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time.If
accepted,this document will become a contract between Seller and Buyer.A copy of this Contract may be
executed by each party,separately and when each party has executed a copy thereof,such copies taken
together aro deemed to be a full and complete contract between the parties.
29. GOOD FAITH.Buyer and Seller acknowledge that each party has an obligation to act In good faith
including.but not limited to,exercising the rights and obligations set forth in the provisions of Financing
Conditions and Obligations,Title Insurance,Record Title and Off-Record Title;New ILC,New Survey,
and Property Disclosure,Inspection,indemnity, Insurability,Due Diligence and Source of Water
ADDITIONAL PROVISIONS AND ATTACHMENTS
30. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the
Colorado Real Estate Commission.)
1.Buyers and Sellers agree to cooperate In a 1031 Exchange If either party chooses to engage
In said exchange with the condition that the cooperating party shall not incur any expense or
disadvantage by said cooperation.
2.As current owners, Thomas W.Payne of the Thomas W. Payne Revocable Trust and
Marybelle R.Payne of the Marybelle R.Payne Revocable Trust will sign this Contract to Buy
and Sell Real Estate.Prior to Closing the subject property will be deeded back to Thomas W.
Payne Jr.and Reid R.Payne as Sellers and this contract will be assigned to them and they will
convey the property to the Buyers at Closing. The foregoing contained in this section 30.2
notwithstanding, the described deeding shall take place at closing and the form and content of
the deeds shall be acceptable to the title company and subject to Buyer's prior review and
approval which shall be In Buyer's reasonable discretion. The described assignments of
contract shall also be acceptable to the title company and subject to Buyer's prior review and
approval which shall be in Buyer's reasonable discretion.At a minimum,such assignments
shall include both an assignment by the Assignor as well as assumption by the Assignee.
Such assignments shall also provide that no Assignor is relieved of any of its obligations
under the purchase contract by virtue of the assignment
3. This contract is assignable by the Buyer.
4.See Addendum 1,attached hereto and made a part of this contract.
31. OTHER DOCUMENTS.
31.1.The following documents are a part of this Contract.
Exhibit A legal description
Addendum I
31.2.The following documents have been provided but are not a part of this Contract
SIGNATURES
C'AS4.-1R CONTRACT TO BUY AND SELL REAL ESTATE- Lott) Page 19 of21
1,271/9C9 C
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Buyer: 'I 0 % Date: I 1 - �
Board of County Commissioners of Pltkln County
By Dale Will, Open Space Acquisition Director
Buyer A1 Date: G-/i-//2-
f County Commissioners of Pitkin County
Greg Poschman, Chair
[NOTE:if this otter is being countered or rejected,do not sign this document.
sonar 'V .2-Abb at,e% iVct�/4 (a Date' /- Cj / 9
The Thomas W.Payne ReaocaWe Trust
By Thomas W.Payne, Trustee
Address:
Phone. Fax
Email AddresstJleannnneggidorem(usysIaaw.com ,�.y� vryn`� p
Seller:f %b '.Lj;/4 (9P 71,Sa�ate 9 47 yac7y9
h6 Ma bb elle R.Payne Re ca le Trust
By Marybelle R.Payne, Trustee
Address:
Phone' Fax
Email Address:
END OF CONTRACT TO BUY AND SELL REAL ESTATE
32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Buyer)
Broker 0 Does ® Does Not acknowledge receipt of Earnest Money deposit.Broker agrees that It
Brokerage Firm is the Earnest Money Holder and,except as provided in§24,If the Earnest Money has not
already been returned following receipt of a Notice to Terminate or other wrkten notice of termination,Earnest
Money Holder will release the Earnest Money as directed by the written mutual Instructions Such release of
Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed wntten mutual
Instructions,provided the Earnest Money check has cleared.
Although Broker is not a party to the Contract,Broker agrees to cooperate,upon request,with any mediation
requested under 23.
Broker is working with Buyer as a 0 Buyer's Agent 0 TransacgamBroker in this transaction 0 This is
a Change of Status.
co Customer.Broker has no brokerage relationship with Buyer See§33 for Brokers brokerage relationship
with Seller.
Brokerage Firm's compensation or commission is to be paid by ® Listing Brokerage 0 Buyer 0 Other.
CBS4618 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 20 uf21
initiate yla2P s O .c
CTMcC .dcwm-02019 CTM Software Corp
Brokerage Firm's Name Caldwell Banker Mason Morse
Brokerage Firms License k:
Broker's Name Date
James M. Cardamone
Brokers License 0 340351
Address:0290 Highway 133 Carbondale, CO 81623
Ph 970-963-3300 Fax 970-963-0679 Email Address Jcardamone@masonmorse.com
33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Seller)
Broker 0 Does 0 Does Not acknowledge receipt of Earnest Money deposit Broker agrees that if Brokerage
Firm Is the Earnest Money Holder and,except as provided In§24,If the Earnest Money has not already been
returned following receipt of a Notice to Terminate or other written notice of termination.Earnest Money Holder
will release the Earnest Money as directed by the written mutual instructions Such release of Earnest Money
will be made within five days of Earnest Money Holders receipt of the executed written mutual Instructions,
provided the Earnest Money check has cleared
Although Broker Is not a party to the Contract, Broker agrees to cooperate,upon request,with any mediation
requested under§23
Broker Is working with Seller as a® Seller's Agent ❑ Transaction-Broker in this transaction. ❑ This is a
Change of Status.
r Customer.Broker has no brokerage relationship with Seller See§32 for Brokers brokerage relationship
with Buyer
Brokerage Firm's compensation or commission is to be paid by ®Seller 0 Buyer❑Other.
Brokerage Firm's Name Coldwell Banker Mason Morse
Broker Date:
Address'0290 Highway 133 Carbondale, CO 81623
Ph 970-963-3300 Fax 970-963-0879 Email Address:)cardamon@masonmorse.com
C654-6-18.CONTRACT TO BUY AND SELL REAL ESTATE(LAND)
CTM eContracts-02016 CCM Software Corp
CB546.18. CONTRACT TO BUY AND SELLaPEAL
�ESTATE- Land q Page 21 of 21
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ADDENDUM I
TO CONTRACT"f0 BUY AND SELL REAL ESTATE BETWEEN THE THOMAS W.
PAYNE REVOCABLE.TRUST and THE MARYBELLE R PAYNE REVOCABLE TRUST,
AS SELLER
AND THE BOARD OF COUNTY COMMISSIONERS OF
PITKIN COUNTY,COLORADO AS BUYER DA'l 1.D JANUARY 7,2019
This Addendum is made a part of that certain Contract to Buy and Sell Real Estate dated January
7, 2019 (the "Contract") between the Board of County Commissioners of Pitkin County,
Colorado,as buyer("Buyer')and The Thomas W.Payne Revocable Trust and The Marybelle R.
Payne Revocable Trust,as seller(s)("Seller"),with respect to the property described in Exhibit A
attached to and made a part of the Contract (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.
1. Survey. On or before the Current Survey Deadline, Seller shall deliver to Buyer a
cunent Improvement Survey of the Property certified by a licensed Colorado surveyor for the
express benefit of Seller, Buyer and the Title Company, depicting all property 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 borne by Seller, The Improvement Survey shall be in form
and content sufficient to cause the title company to issue an endorsement to its title commitment
agreeing to delete from Schedule B (Section 2) of its to-be-issued title policy standard printed
exception Nos. 1-4 at no cost to Buyer. In the event the Improvement Survey discloses matters
which in the Buyer's opinion constitute defects in the merchantability of Seller's title,Buyer must
give Seller written notice of such unsatisfactory title condition(s) no later than the Title
Objection Deadline. If Buyer in fact gives such notice to Seller in a timely manner, the
provisions of§ 9.3 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.
2 County Approval. Notwithstanding the signature hereto by the Open Space and
Trails Acquisitions Director recommending approval, the obligation of Buyer to perform
hereunder is expressly conditioned upon the adoption by the Pitkin County Board of County
Commissioners of an ordinance authorizing the acquisition of the Property by Buyer pursuant to
this Contract. In the event such ordinance is not duly adopted by the BOCC within sixty (60)
days following the date of signature of Seller or any extension thereof as the parties may, in
writing,agree,either Seller or Buyer may,upon written notice to the other,terminate the offer to
Contract whereupon Buyer shall be entitled 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 Seller and Chair of the Board of County Commissioners of Pitkin County (or its
designee), whichever is latest. If an adopted ordinance contains terms different than this
Contract, Seller shall have the right to terminate this Contract within 7 days of BOCC ordinance
adoption and shall promptly return all Earnest Money paid by Buyer. If Seller does not
terminate this Contract based upon adopted ordinance terms differing from the terms of this
Contract,the terms of the ordinance shall control and become incorporated into this Contract.
Seller hereby acknowledges and agrees that this Contract is binding on Seller,and Seller shall
fully perforin its obligations set forth herein upon execution by Seller mid the Open Space and
Trails Acquisition Director,despite the need for further adoption by the Pitkin County Board
of County Commissioners. Seller shall only be relieved of its obligations hereunder upon the
failure of the Board of County Commissioners to authorize the acquisition of the
Conservation Easement and/or Property on or before the date set forth above.
3. Additional Documents At Closing, Seller shall execute and deliver such
documents as shall be necessary to transfer and convey to Buyer, free and dear of all liens and
encumbrances,all right,title and interest of Seller.
4 Notices. Any notice,demand or document which either party is required or may
desire to give,deliver or make to the other party shall be in accordance with §27 of the Contract
to the following:
To Buyer: Board of County Commissioners of Pitkin County
do Dale Will,Acquisition Director
Pitkin County Open Space and Trails
530 East Main St.,Suite 302
Aspen,Colorado 81611
Dale.wilft pitkincounty.com
With Copies to: The Pitkin County Attorney's Office
530 East Main St.,Suite 301
Aspen,Colorado 81611
Attomey(a7pitkincounty.com
To Seller: Thomas W.Payne and Marybelle R.Payne
do Jeanine Doremus i
418 E Cooper Ave 4203
Aspen,CO 81611
jeanne@jdoremuslaw.cam
With a Copy To: TBD
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 Internet delivery shall be deemed given upon date of transmission and notice
by personal delivery shall be deemed given when received.
5 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. ,n
(b) Controlling Law. This Contract shall be construed in accordance with and
governed by the laws of the State of Colorado. The parties hereto agree and intend that
the proper and exclusive forum for any litigation of any disputes or controversies arising
out of or related to this Contract shall he the District Court for Pitkin County,Colorado
Fur purposes of any litigation, the parties consent to the chosen forum for purposes of
jurisdiction and venue.
(c) Counterparts. This Contract or any amendments, modifications or extensions
hereof) may be executed in several counterparts and, after execution and as executed,
shall constitute an agreement binding on all of the parties,notwithstanding that all of the
parties are not signatories to the original or the same counterpart.
(d) Further Assurances. Each of the parties agree to execute, acknowledge,
deliver, file and record, or cause to be executed, acknowledged, delivered, filed and
recorded such further instruments and documents and such certificates, and to do all
things and acts as the other patty may reasonably require in order to carry out the
intentions of this Contract and the transaction contemplated hereby.
(e) Survival. All of the warranties and representations contained in this Contract
of an ongoing nature or intended to survive shall survive the actual closing of the
transaction contemplated thereby
(t) Construction. No provision of this Contract shall be construed against or
interpreted to the disadvantage of any party by reason of such party having or being
deemed to have requested, drafted, required or structured such provision. It is the
intention of the parties that the party who employed the scrivener to prepare this Contract
not be prejudiced by virtue of such act,nor shall tilts Contract be construed against such
party by virtue of its actions in retaining the scrivener.
(g) Attorney Fees. In the event of any action for breach of, to enforce the
provisions of,or otherwise involving this Contract,the court in such action shall award a
reasonable sum as attorney fees to the party who, in light of the issues litigated and the
court's decision on those issues was the substantially prevailing party in the action. If a
party voluntarily dismisses an action, a reasonable sum as attorney fees shall be awarded
to the other party.
t
SIGNATURES
Recommended jur Approval By:
•
Dale Will LL; /, i i _ 1- C 1 )
Open Space and Trails Acquisitions Director Date
Buyer's Name'Board of County Commissioners of Pitkin County
Buyer'sChair /'�T �1/ ¢ Signature
By: Date
Address:530 B.Main Street,Suite 302,Aspen CO 81621
Phone No.(970)920-5200
Fax No.: (970)920-5198 I
Electronic Address. do Richarducilcy(aMitkincountv.com
(tied. eu.51,,l
, a.5Odle n 'o y. twr
,. vca V-A T„J : „(i I n -I hr,nu. , �'v �Ce.� '.Vt
l3a,e 5-\
eller' nt� ) `/ r r _ Signature
/ d i' ,G ' 0.'l,i, ,w k) / .co
By: rvl tu ,221L t1 R ' (aa-25) I-, 1_1 54-CX '155 ' Pel .).,L Date I r” 1 cc1
Address: - r'4s a+t
0(G LoviGA1r 3. `, 2k _,_,)11/4_.(01 VC( 1)e, e1cLt5 L_(.(
Phone No.•Lj l O Cl Z 0 3,14(C,
Fax No.: q7-0 . CI2S ./0300 --.-
Electronic Address: j La n rut ( Do c r ev_i a 5 t 9 - -
JWon/ 7Did°.en,jt9!¢ VI/ COY!)
[Note. If this offer is being countered or rejected,do not sign this document.Refer to§32]
fENO OF CONTRACT TO BUY AND SELL REAL ESTATE 1