HomeMy WebLinkAboutbocc.ord.001.2019 Contract No. 050-2019
Attached
AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PIPKIN
COUNTY, COLORADO, AUTHORIZING ACQUISITION OF THE PAYNE PARCEL
ORDINANCE NO. dc// -2019
RECITALS:
I Pursuant to 30-35-301 C.R.S., the Board of County Commissioners ("BOCC") of Home
Rule Counties is authorized to make and publish ordinances for carrying into effect or
discharging the powers and duties conferred upon such counties by law and as seems
necessal y
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 for S 1.000,000, which is less than its listed price.
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 he authorized to sign the documents necessary to complete
this transaction in substantially the form approved by the County Attorney.
1111111111111111111111 lIII1111llIlli 1111111111llIllI111111111111111111
RECEPTION#' 654103,R: $0.00.D: $0.00
DOC CODE: ORDINANCE
Pg 1 of 28, 02/21/2019 at 03:19.47 PM
Janice K.Vos Caudill, Pitkin County, CO
NOW THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin
County, Colorado that it hereby adopts an Ordinance Authorizing Acquisition of the 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 costs 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 SO $1,000,000 00 $1,000,000.00
Estimated Transaction Costs SO $ 10,000.00 $ 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 Commissioners 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 pages I follow]
INTRODUCED AND FIRST READ ON THE 23rd DAY OF JANUARY, 2019 AND SET
FOR SECOND READING AND PUBLIC HEARING ON THE 13TH DAY OF FEBRUARY,
2019.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF TEA,
ORDNANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 3/ DAY
OF ,1 411/krh , 2019.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE O FICIAL PITKIN COUNTY WEBSITE I www.pukincounty.com ) ON THE 3/
DAY OF - Wok, 2019.
AA OPTED FINAL READING AND PUBLIC HEARING ON THE /-) DAY OF
v 2019.
PUBLISHED BY TITLE AND SHORT SUMM2Y�"r AFTER OPTION, IN THE ASPEN
' -i
TIMES WEEKLY ON THE DAY OF rwcs_rcry 202019.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE Iwww.pitkincounty.com) ON THE/511t1'DAY OF r4 YY(r19.
ATTEST. BOARD OF COUNTY COMMISSIONERS
•
By ) . II-U2 ) 4 11 By
Jeam e Jones G 'oschman, Chair
Deptiiy County Clerk _ /A
Date. 2"- a 7
APPRS ED AS TO FORM: MANAGER APPROVAL
JAsc 61 ounty Attorney Jon Pe k, County Maier
`'1 �
' tll'W.va1i �
Aes_
Gary Tennenbaum,
Director Open Space & Trails
3
Contract No. 050-2019
2 Coldwell Banker Mason Morse
3 James M. Cardamon
4 nen etbe
5 -'- Ph: 970-963-3300 Fax: 970-963-0879
6
2 e printed pentons of this form,except differentiated add'Fons,herebenbn approved by the Colorado Real Estee
ft sonuI j66-te)lNerd -l93
9
110 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
iz AND TAX OR OTHER COUNSEL BEFORE SIGNING
13
is CONTRACT TO BUY AND SELL REAL ESTATE
15
15 (LAND)
19 (®Property with No Residences)
s 1D Property with Residences-Residential Addendum Attached)
19
20
21
Data:01708/2019_
22
23
25 I AGREEMENTI
25
26
is 1. AGREEMENT.Buyer agrees to buy and Seiler agrees to sell the Property desodbod Sow on the
29 terms and conditions sot forth In this contract(Contract)
30
31
3z 2. PARTIES AND PROPERTY.
33 2.1.Buyer.Buyer,Board of County Commissioners of Pitkin County(Buyer)will take title to
34
35 the Property described below as
36 0 Joint Tenants Cl Tenants In Common ®other Board of County Commissioners of Plain
32 County.
39 2.2.No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in
CO Additional Provisions.
4t 2.3.Seller.The Thomas W Payne Revocable Trust and The Marybeile R.Payne
43 Revocable Trust(Seller)is the current owner of the Property described below.
49 2.4.Property.The Property is the following legally described real estate in the County of
45
46 Min,Colorado:
42 see legal description in deed recorded as Rec.No.517381 of the records of the Clerk and
4e Recorded of Pitkin County Colorado,which legal description is incorporated herein by this
49 reference.
50
51 known as No. TBD Emma Road,Basalt,CO 81621,
52 together with the interests,easements,sights,benefts,improvements and attached fixtures appurtenant
53
54 thereto,and all interest of Seller In vacated streets and alleys adjacent thereto except as herein excluded
$5 (Properly)
56
Se 2.5.Inclusions, The Purchase Price includes the following items(Inclusions)
59 2.6.1. Inclusions..The following items,whether fixtures or personal property,ere Included k1 the
60 Purchase Price unless excluded under Exclusions.
56
2 all irrigation equipment melte Including but not limited to gated pipe and pump Many g any
63 additional items are attached to the Property after the date of this Contract,such additional Items are also
64 included In the Purchase Pnce.
65 2.S2. Personal Property—Conveyance.Any personal property must be conveyed at Closing
66
67 by Seller free and clear of all taxes(except personal property taxes for the year of Closing),liens and
be encumbrances,except none.
69 70 Conveyance of all personal property will be by bjfl of sale or other applicable legal instrument.
69
01154-616. CONTRACT TO BIN AND SELL IWALESTATE. Led Page I of 21
Initials2�It_i)A �
CIMcConboUs corn-02019 CUP Wen Corp
71 2.6. Exclusions.The following items are excluded(Exclusions). none
22
73
79 27. Water Rights,Well Rights,Water and Sewer Taps.
75 ® 2.7.1. Deeded Water Rights.The following legally desaibed water rights.
77 any and all ditch,ditch shares,well,and water rights appurtenant to the properly Including but
78 not limited to deeded water rights from the Shipper)and Sopds Highline Ditches and a shared
79 well or test well on the property.
80
al Any deeded water rights will be conveyed by a good and sufficient quit claim deed at Closing.
82 ❑ 2.7.2. Other Rights Relating to Water The following rights relating to water not Included in
8' 271,273,2.7.4 and 27.5,will be transferred to Buyerany at Closing:
83 §§ Y e PPurtenanf to the property
85 ® 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 Wall"or a'Domestic Exempt Water
82
8eWell'used for ordinaryhousehold purposes,Buyer must,prior to or at Closing,complete a Change in
89 Ownership form for the well.If an existing well has not been registered with the Colorado Division of Water
98 Resources In the Department of Natural Resources(Division),Buyer must complete a registration of existing
81 well form for the well and pay the cost of registration.If no person will be providing a closing service in
92
93 connection with the transaction,Buyer must file the form with the Division within sixty days after Closing.The
94 Well Permit 8 is 78718-F.
95
96 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing
97 are as follows.to be determined,If any.
98 2.7.5. Water and Sewer Taps.The partes agree that water and sewer taps listed below for
99
loo the Property are being conveyed as part of the Purchase Price as follows none
181 If any water or sewer taps are included In the sale,Buyer Is advised to obtain,from the provider,
int written confirmation of the amount remaining to be paid,If any,time and other restrictions for transfer
104 s.and use of the taps.
P
les 2.7.5. Conveyance.If Buyer is to receive any rights to water pursuant to§2.7.2(Other
186 Rights Relating to Water),§2.7.3(Wail Rights),§2.7.4(Water Stock Certificates),or§2 7.5(Water and Sewer
107 Taps),Seller agrees to convey such rights to Buyer by executing the applicable legal instrument et Closing
108
109 2.8. Growing Crops.With respect to growing crops, Sailer and Buyer agree as follows'
lm none
ILI
112
113 3. DATES,DEADLINES AND APPLICABILITY.
119
115 item No. Reference Event Date or Deadline
116
11.7 7 days atter BOCC
118 l §4 3 Alternative Earnest Money Deadline signature
119
120 following BOCC
121 Title adoption
122
123 2 §8.1,8.4 Record Title Deadline 14 days after met
174 3 §82,8.4 Record Title Objection Deadline 21 days after mac
125
126 4 4e. days min
Off-Record Title Deadline 14 after m
127 5 §8.3 Off-Record Title Objection Deadline 21 days aftermee
128
129 ResolutionDeadlinedays
6 48.5 Title 28 after mac
130 7 8.6 Right of First Refusal Deadline nip
131
132 Owners'Association - _
133 8 §7.6 Association Documents Deadline 14 days after met
139
135 9 §7.4 Association Documents Termination Deadline 21 days after rose
136 Sellers Disclosures
137
138 10 §10.1 Seller's Property Disclosure Deadline 14 days after mac
139 Loan and Credit _ ---_
140
CBS46-l8 CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 2 of21
Z
t- 2
wuele _--%
erhttCmmau mm-08019 CIM Software Corp
I
141 Lead-Based Paint Disclosure Deadline(if
142 11 §1010 Residential Addendum attachetl Na
143 L—
141 12 45.1 New Loan A..!Nation Deadline Na
t45 13_ _ §5 2 _ New Loan Termination Deadline _ n/a
146 --
147 _ 14 §5.3 Bu era Credit Information Deadline Na
148 Disapproval of Buyers Credit Information
149 15 45.3 Deadline Na
iso
151 _ 16 45.4 Existing Loan Deadline Na
152 17_ §54 Exists . Loan Termination Deadline n/a
153
154 15 §5.4 Loan Transfer Approval Deadline Na
155 19 §4.7 Seller or Private Financm. Deadline n/a
755
157 Appraisal _
157 20 §8.2 • .sisal Deadline _ _ n/a T
159
160 21 46.2 A..raisel Ob action Deadline Na
161 22 §62 Appraisal Resolution Deadline Na
162
163 Survey _
164 23 49 1_ New ILC or New Surve Deadline 14 da s after met
165 -
166 24 §93 New ILC or New Surve Ob ectlon Deadline 21 da s after mec
167 167 25 §9.3 New ILC or New Survey Resolution Deadline 28 da s after mec
169 Ins.ectlon and Due Dill's/ice ,
170 26 410.3 Ins.ection Ob action Deadline 21 days mec after
171 ._. ---
172 27 410.3 Ins.ectlon Termination Deadline 28 days after mea
123 28 §10 3 Ins.octlon Resolution Deadline 28 da s after mec
174
125 29 _ §io.5 Property Insurance Termination Deadline n/a
126 30 §10.6 Due Diligence Documents Delivery Deadline 14 days after mec
772
170
0 31 §10 6 Due Diligence Documents Objection 21 days after mec
1Deadline _ _
170 - - Due __Diligence Documents Resolution
182 101 32 4106 Deadline 28 days after mec
183 Environmental Inspection Termination
leo 33 410.6 Deadline
n/a
185
186 34 910.6 ADA Evaluation Termination Deadline n/e
187 35 §10 7 Conditional Sale Deadline n/a
189
189 36 §10 10 Lead-Based Paint Termination Deadline(If
Ise Residential Addendum attached Ne
191 37 411.1,112 Estoppel Statements Deadline We
192 PPe
193 38 §11.3 Estoppel Statements Termination Deadline n/a
Isn Closing and Possession - — -_---I
195
196 39 _ §12 3 _ Closing Dale 45 da r after mec
197 _
198 -
Mein!
§17 Possession Date date o/ ein•
199 _ 41_ 417 Possession Time time of closln.
200 42 428 Acceptance Deadline Date Wednesda.
201 -
202 43 §28 Acce•tance Deadline Time
203 44
204
205 45
206
207 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision
2009 applies.If any deadline blank in§3 1 (Dates and Deadlines)Is left blank or completed with the abbreviation
210
Cesd-fi-le CONTRACT TO BUY AND BELL I28AI.ESTATE tvkgc3e(,21
Initials \ � /
crMeCnutr cr corn-01019 RM Software Cap
211 `NIA',or the word"Deleted;'such deadline is not applicable and the corresponding provision containing the
212 deadline is deleted if no box is checked in a provision that contains a selection of"None",such provision
214 means that None ap$es.
215
216 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have
216 9
216 signed this Contract.
2 t 9
220 4, PURCHASE PRICE AND TERMS.
221 4.1.Price and Terms.The Purchase Price set forth below Is payable in U.S.Dollars by Buyer as
222
223 follows'
224
225 Item No. Reference Item Amount Amount
226 -
227 1 §4.1 Purchase Price $1,000,000.00
220 2 § 4 3 Earnest Money $50,000.00
229
230 3 § 45 New Loan
231 Balance
232 4 § 4 6 Assumption
233 5 §4.7 orivale Financing
234
235 6 § 4.7 Seller Financing
236 7
237
238 B
239 9 §44 Cash at Closing $950,000.00
24
241 10 TOTAL $1,000,000.00 $1,000,000.00
242
203
214 4.2. Seller Concession.At Closing,Seller will credit to Buyer$0.00(Seller Concession) The
215 Seller Concession may be used for any Buyer fee,cost,charge or expenditure to the extent the amount is
246 allowed by the Buyers lender end Is included in the Closing Statement or Closing Disclosure at Closing
217 Examples of allowable Items to be paid for by the Seller Concession Include,but are not limited to.Buyer's
244
249 closing costs,loan discount points,loan ongmabon fees,prepaid items end any other fee,cost,charge.
250 expense 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 4.3. Earnest Money.The Earnest Money set forth in this section,In the form of a check or
254 electronic transfer,will be payable to end held by Land Title,Basalt(Earnest Money Holder),In Ifs trust
255 account,on behalf of both Seller and Buyer The Earnest Money deposit must be tendered,by Buyer,with this
256
257 Contract unless the parties muluaIN agree to an Alternative Earnest Money Deadline for its payment The
256 parties authorize delivery of the Earnest Money deposit to the company conducting the Closing(Closing
259 Company),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
702 Colorado residents,Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money
263 deposited with the Earnest Money Holder in this transaction will be transferred to such fund
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
767 Deadline
260 4.3.2. Return of Earnest Money.If Buyer has a Right to Terminate end timely
269
220 terminates,Buyer Is entitled to the return of Earnest Money as provided In this Contract.If this Contract Is
271 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
274 Buyer or Broker working with Buyer,written mutual Instructions(e.g.,Earnest Money Release form),within
275 three days of Sellers receipt of such form
276 4.4. Form of Funds;Time of Payment;Available Funds.
278 4.4.1. Good Funds.All amounts payable theparties at Closing,Including anyloan
278 P Y 8
279 proceeds,Cash at Closing and closing costs,must be In funds that comply with all applicable Colorado laws,
780
CRS4-6-18. CONTRACT TO BUY AND SELL REAL EESSTATE- Isndn / fgc4 of 2.1
Intnals
CI'MeCmincY corn.07014 CTM Software Corp
251 mcluding electronic transfer funds,certified dice*,savings and loan tellers check end cashiers check(Good
282 Funds).
284 4.42. Time of Payment;Available Funds.A8 funds,kiduding the Purchase Pace to be
285 paid by Buyer,must be paid before or at Closing or as otherwise agreed in writing between the parties to allow
286 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer
!H6 represents Mat Buyer,as of the date of this Contract, Does 0 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 § 4.1.
290 4.5. New Loan.(Omitted as Inapplicable)
29:
292
293 4.6. Assumption. (Omitted as Inapplicable)
Z94
295 4.T. Seller or Private Financing. (Omitted as inapplicable)
296
297
298 TRANSACTION PROVISIONS
299
300
301 5. FINANCING CONDITIONS AND OBLIGATIONS,(Omitted as inapplicable)
302
303
364 Si. Credit Information and Buyer's New Senior Loan.{Omitted as Inapplicable)
305
306
307 5.4. Existing Loan Review.(Omitted as Inapplicable)
306
309 Appraisal
S- pppppPROVISIONS.
3:1 SStApprDefinition.An"Appraisal'is an opinion of value prepared by a licensed or certified
332 appraiser,engaged on behalf of Buyer or Buyers tender,to determine the Property's market value(Appraised
313 Value),The Appraisal may also set fodh certain lender requirements,replacements,removals or repairs
314 necessay on or to the Property as a condition for the Property to be valued at the Aporeiaed Vak.e.
315
316 62. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective
317 loan type set forth in§4.5.3,or If a cash transaction(I a,no financing),§8,2.1 applies.
318 6.2.1. Conventional/Other.Buyer nae the right to obtain en Appraisal li the Appraised Value
320
320 Is less than the Purchase Price,or If the Appraisal is not received by Buyer on or before Appraisal Deadline
D
ne.
or
3.
32: Buyer may,on abefore Appraisal oObjection aNoifytSeler inw�§,pursuant
32z 6.2.1.1.Notice to Terminate,Notify Beller in writing, to§25 t,that this
323 Contract is terminated;or
324
325 62,1.2,Appraisal Objection.Deaver to Seiler a wrkten objection accompanied by
326 either a copy of the Appraisal or wdlten notice from lander that confirms the Appraised Value Is less than the
322 Purchase Price(Lender Verification)
329 6.2.1.3.Appraisal Resolution,If an Appraisal Objection is received by Seger,on or
330 before Appraisal Objection Deadline and if Buyer and Sellar have not agreed In writing to a settlement
331 thereof on or before Appraisal Resolution Deadline,this Contract will terminate on the Appraisal Resolution
332
333 Deadline,unless Seller receives Buyers written withdrawal of the Appraisal Objection before such termination,
334 19,on or before expiration of Appraisal Resolution Deadline
333 8.3. tender Property Requirements.If the lender Imposes any widen requirements,replacements,
336
337 removals or repairs,including any specified In the Appraisal(I ender Requirements)to be made to the Property
33a (e.g.,roof repair,repainting),beyond those matters already agreed to by Seller In fits Contract,this Contract
339 terminates on the earlier of three days following Sellers receipt of the Lender Requirements,or Closing,06856
340 prior to termination (1)the parties enter Into a written agreement to satisfy the Lender Requirements;(2)the
341
.42 Lender Requirements trace been completed;Cr(3)the satisfaction of the Lender Requirements Is waived in
343 writing by Buyer.
396 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be345
396 timely paid by Buyer Cselier.The cost of the
345 Appraisal may include any and all Wes paid to the appraiser,
34' appraisal management company,lender's agent or all three.
348
349
350
C'394- -18 CONTRACT TO DIE ANI)RUMAT.BSTA112.h Lamle Page 50121
rimer:mums coin 020190/4 Sofwe Corp
551 7. OWNERS'ASSOCIATION. This Section is applicable if the Property is located within a Common
352 interest Community end subject to the declaration(Association)
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.
356 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'
317
358 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES ANO
iso REGULATIONS OF THE ASSOCIATION.THE DECLARATION,BYLAWS AND RULES AND REGULATIONS
36u 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
367 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
366 THE APPROVAL OF THE ASSOCIATION.PURCHASERS OF PROPERTY WITHIN THE COMMON
369 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
379 Documents(defined below),at Sellers expense,on or before Association Documents Deadline.Seller
375
376 authorizes the Association to provide the Association Documents to Buyer,at Sellers expense.Sellers
377 obligation to provide the Association Documents is fulfilled upon Buyers receipt of the Association Documents.
376 regardless of who provides such documents.
379
380 73. Association Documents.Association documents(Association Documents)consist of the
361 following
387 7.3.1. All Association declarations,articles of Incorporation,bylaws,articles of
383
361 organization,operating agreements,rules and regulations,party wall agreements and the Association's
ias responsible governance policies adopted under§38-33 3-209.5,C.R.S.,
3116 7.3.2. 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
388
389 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
3g7.3.3. List of all Association insurance policies as provided In the Association's last Annual
394 Disclosure,including,but not limited to,property,general liability,association director and officer professional
395 liability end fidelity policies.The list must Include the company names,policy limits,policy deductibles,
396
397 additional named insureds end 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,
400 7.3.5. The Association's most recent financial documents which consist of(1)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
409 last Annual Disclosure,(3)the results of the Association's most recent available financial audit or review,(4)list
406 of the fees and charges(regardless of name of idle of such fees or charges)that the Association's community
401 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
fee charged for the Status Letter,anyrecord change fee Cr ownership record transfer tees(Record Change
41° rAP g
411 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(6)reserve study,If any(§§7.3.4 and 7 3 5.collectively,Financial Documents),
413 73.8. 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
a18to 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
CHS4-6-16 CONTRACT TO 111111 ANT/
sFFILLLBu.AASL PSI ATP.- lin, / Pu L6op
INdal6 2zi, '—r' `-""1" `
(TMeCwEUY coos-02019 CPA Salivate Corp
421 elements of the Association property
422 7.0. Conditional on Buyer's Review. Buyer has the right to review the Association Documents
423
420 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 tion,has the Right to Terminate under 251Buyer's Notice to Terminate receivedSeller on
428 Y P g § by Yby
429 or before len days after Buyer's receipt of the Association Documents If Buyer does not receive the
430 Association Documents,or If Buyers Notice to Terminate would otherwise be required to be received by Seller
4azafter Closing Date,Buyer's Notice to Terminate must be received by Seller on or before Closing.If Seller does
433 not receive Buyers Notice to Terminate within such lime,Buyer accepts the provisions of the Association
434 Documents as satisfactory and Buyer waives any Right to Terminate under this provision,notwithstanding the
435 provisions of§8.6(Right of First Refusal or Contract Approval).
436
437
438 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE.
039 8.1. Evidence of Record Title.
4401 8.1.1. Seller Selects Title Insurance Company.If this box Is checked,Seller will select the
442 title Insurance company to furnish the owner's title insurance policy at Seller's expense.On or before Record
443 Title Deadline,Seller must furnish to Buyer,a current commitment for an owner's title Insurance policy(Title
494 Commitment),In an amount equal to the Purchase Price,or B this box is checked,❑an Abstract of Title
445
446 certified to a current date.Seller will cause the title insurance policy to be issued and delivered to Buyer as
147 soon as practicable at or after Closing.
4a8 0 8.1.2. Buyer Selects Title Insurance Company.If this box is checked,Buyer will select the
a49
sh title insurance company to famish the owners title insurance policy at Buyer's expense.On or before Record
45 Title Deadline,Buyer must furnish to Seller,a current commitment for owner's title Insurance policy(Title
052 Commitment),in an amount equal to the Purchase Price,
459 If neither box In§81.1 or§8.1.21s checked,§8.1 1 applies. pa��
455 8.13. Owner's Extended Coverage(DEC). The Title Commitment®WIII DWIII Not
456 contain Owner's Extended Coverage(OEC) If the Title Commitment Is to contain OEC.It will commit to delete
49 or insure over the standard exceptions which relate to:(1)parties in possession,(2)unrecorded easements,
458 P P
459 (3)survey matters,(4)unrecorded mechanics'liens,(5)gap period(period between the effective date and time
461 of commitment to the date and time the deed Is recorded)and(6)unpaid taxes,assessments and 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-Half by Buyer and One-Half by Seller 0 Other.
464 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or
465 delete or Insure over any Of all of the standard exceptions for OEC.The The Insurance Company may require
466
467 a New Survey or New ILC,defined below,among other requirements for OEC if the Title Insurance
468 Commitment Is not satisfactory to Buyer,Buyer has a nght to object under§8.5(Right to Object to Title,
469 Resolution)
471 8.1.4. Title Documents.Title Documents consist of the following:(1)copies of any plats,
472 declarations,covenants,conditions end restrictions burdening the Property and(2)copies of any other
173 documents(or,if Illegible,summaries of such documents)listed in the schedule of exceptions(Exceptions)in
47S 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
41e the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the
479
400 documents required In this Section will be at the expanse of the party or parties obligated to pay for the
481 owners title insurance policy
482 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer copies of any abstracts of bile
484 covering all or anyportion of the Properly Abstract of Title in Seller's
484 9 P Y( ) possession on or before Record Title
nes Deadline
486 8.2. Record Title.Buyer has the right to review and object to the Abstract of Title or Title
087 Commitment and any of the Title Documents as set forth In§8.5(Right to Object to Title,Resolution)on or
498
489 before Record Title Objection Deadline Buyer's objection may be based on any unsatisfactory form or
490
CHS46.18 CONTRACT TO BUY AND SELL RNA!.ESTATE- Land �Page 7 of21
(m(muffs /-fySEi¢-'�v y ` )
en/tart-ran,can 02019 C 4 Software Cop
491 content of Title Commitment or Abstract of Title,notwithstanding§13,or any other unsatisfactory title
452 condition,in Buyer's sole subjective discretion If the Abstract of Title.Title Commitment or Title Dominants are
49,37 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
49r° Commitment will be delivered to Buyer.Buyer has until the earlier of Closing or ten days after receipt of such
498 documents byBuyer to review and to.(1)anyrequired Title Document not timelyreceived byBuyer,(2)
495 Y object 9 Y
499 any change to the Abstract of Title,Title Commitment or Title Documents,or(3)any endorsement to the Title
500 Commitment H Seller receives Buyers Notice to Terminate or Notice of Title Objection,pursuant to this§8.2
501 (Record Title),any title objection by Buyer is governed by the provisions set forth In§8.5(Right to Object to
502
so3 Title,Resolution) If has fulfilled all Sellers obligations,If any,to deliver to Buyer all documents required
504 by§8 1 (Evidence of Record Title)and Seller does not receive Buyer's 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
5097 Abstract of Title,Title Commitment and Title Documents as satisfactory
508 8.3, Off-Record Title.Seller must deliver to Buyer,on or before OR-Record Title Deadline,true
509 copies of all existing surveys In Seller's possession pertaining to the Property and must disclose to Buyer all
510 easements,liens(including, governmental improvements roved,but notyet installed)or
511 wllhoullimltabon, p pp
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 nght to inspect the Property to Investigate
sly
535 if any third party has any right In the Property 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
510 unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§8 2
519 (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
524 and object to such Off-Record Matter If Seller receives Buyers Notice to Terminate or Notice of Title Objection
szs pursuant to this§8.3(Off-Record Idle),any title objection by Buyer Is governed by the provisions set forth in§
526 8 5(Right to Object to litte,Resolution).If Seiler does not receive Buyer's Notice to Terminate or Notice of Title
537 Objection by the applicable deadline specified above,Buyer accepts title subject to such Off-Record Matters
520
529 and rights,if any,of third parties not shown by public records of which Buyer 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
53° CONTACTING THE COUNTY TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE
540 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY
541
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
594 Property(Tax Certificate)must be delivered to Buyer on or before Record Title Deadline.If the Property Is
545
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
548 the Properly Is Included in a special taxing district and Is received by Buyer after the Record Title Deadline,
550
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 5.5. Right to Object to Title,Resolution. Buyers right to object,In Buyers sole subjective
553 discretion,to any(We matters includes those matters set forth In§8.2(Record Title),§8.3(Off-Record Title),§
554
555 8 4(Spada!Taxing District)and§13(Transfer of Title) If 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 Buyers written notice objecting to any
558
559 title matter(Notice of Title Objection)on or before the applicable deadline and If Buyer and Seller have not
560
CHS4-6-18 CONTRACTTO BUY AND SELL REA.ESTATE- Iar)) HagIZr )
inmals 2&;OJJZ� /
CMeCuo4¢iAmm-02019 Gm M Sunwas Corp
561 agreed to a wdfton settlement thereof on or before Title Resolution Deadline,this Contract will terminate on
562 the expiration of Title Resolution Deadline,unless Seller receives Buyers written withdrawal of Buyefs
563
554 Witt of The Objection(e Buyer's written notice to waive off action to such items and waives the R ght to
56s Terminate for that reason).on or before expiration of Title Resolution Deadline.If either the Record Title
566 Deadline or the Off-Record Idle Deadline.or both,are extended pursuant to§8.2(Record Title).§8.3
568 (Off-Record Title)or§8 4(Special Taxing Districts),the Tine 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 8.5.2. Title Objection,Right to Terminate.Buyer may exert se the Right to Terminate under
'rI §25.1,on or before the applicable deadline,based on any title matter unsatisfactory to Buyer,in Buyers sole
572
573 subjective discretion.
574 At Right of First Refusal or Contract Approval.If there is a right of first refusal on the Property
575 or a right to approve this Contract,Seller must promptly submit this Contract according to the terms and
517 conditions of such right.If the holder of the right of first refusal exercises such right or the holder 0r a right to
579 approve disapproves this Contract,this Contract will terminate If the right of first refusal Is waived explicitly or
579 expires,or the Contract is approved.this Contract will remain In full force and effect.Seller must promptly
see
581 notify Buyer in writing of the foregoing,U expiration or waiver of the right of first refusal or approval of this
582 Contract has not occurred on or before Right of First Refusal Deadline,thio Contract will then terminate.
593 8.7, Title Advisory.The Title Documents affect the Wle,ownership and use of the Property and
594 should be reviewed carefully.Additionally,other matters not reflected in the Title Documents may effect the
595
596 title,ownership and use of the Property,Including,without limitation,boundary lines and encroachments,
58? setback requirements,area.zoning,building code violations,unrecorded easements and claims of
599 easements,leases and other unrecorded agreements,water on or under the Property,and various laws and
599
590 governmental regulations concerning land use,development and environmental matters.
591 83.1. OIL,GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE
592 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND
544 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE
595 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
S91 PROPERTY WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE
593
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
,A1 PROPERTY TO ACCESS THE OIL,GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE
60
601 AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE
604 COUNTY CLERK AND RECORDER.
soy 57.3. OIL AND GAS ACTIVITY.OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR
505
60r ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO,SURVEYING,DRILLING,
606 WELL COMPLETION OPERATIONS,STORAGE,OIL AND GAS,OR PRODUCTION FACKJTNS,
600 PRODUCING WELLS,REWORKING OF CURRENT WELLS,MD CAS GATHERING AND PROCESSING
610 FACILITIES.
612
617 STA. ADDITIONAL INFORMATION.BUYER IS ENCOURAGED TO SEEK ADDITIONAL
013 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY,
616 INCLUDING DRILLING PERMIT APPLICATK)NS.THIS INFORMATION MAY BE AVAILABLE FROM THE
615
6th COLORADO OIL AND GAS CONSERVATION COMMISSION,
617 8.7.5. Title Insurance Exclusions.Matters set forth In this Section and others,may be
619 excepted,excluded from,or not covered by the owneta title insurance policy.
610
620 8.8. Consult an Attorney.Buyer Is advised to timely consult legal counsel with respect to all such
621 matters as there are strict bee knits provided In this Contract(e.g.,Record Title Objection Deadline and
632 Off-Record Title Objection Deadline).
023
624
62> 9. NEW RC,NEW SURVEY.
526 94. New ILC or New Survey.If the box Is checked,e,1)❑New Improvement Location Certificate
627 (New ILC),or,2)®New Survey In the form of Improvement survey plat Is required and the following will
628
629 apPIY
630
CH946-19 CONTMACT TO BUY AND SELL RFA+ 'MICE- lay Page 4 of 21
QIMeCwbwY cover V2019 CM(9uftwuo Corp
631 9.1.1.Ordering of New ILC or New Survey.®Seller ❑Buyer will order the New ILC or Now
632 Survey The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form,
633
634 earned 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 DBuyer or
63/
658 9.1.3. Delivery 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 attomoys and brokers will receive a New ILC
640 or New Survey on or before New ILC or New Survey Deadline
641
642 9.1.4.Certification of New ILC or New Survey.The New ILC or New Survey will be certified by
613 the surveyor to all those who are to receive the New ILC or New Survey
644 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a
606 New 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,
648 waive a New ILC or New Survey If done prior to Seller incumng any cost for the same.
b�o 9.3. New ILC or New Survey Objection.Buyer has the right to review and object to the New ILC or
65l New Survey.if the New ILC or New Survey Is not timely received by Buyer or Is unsatisfactory to Buyer,In
653 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
658 was to be shown or Is shown in the New ILC or New Surveythat is unsatisfactory 659 and that Buyer requires
c60 Seller to correct.
661 9.3.3 New ILC or New Survey Resolution.If a New ILC or New Survey Objection Is received
662 by Seller,on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed
663
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 Seller receives Buyer's
666 written withdrawal of the New ILC or New Survey Objectionbefore such termination,Le.,on or before
667
668 expiration of New ILC or New Survey Resolution Deadline
669
660 DISCLOSURE,INSPECTION AND DUE DILIGENCE
671
693 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY,INSURABILITY,DUE DILIGENCE,AND
694 SOURCE OF WATER.
675
666 10.1. Seller's 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 loon completed by Seller to Seller's actual knowledge and current as of the date of
nit this Contract.
680
681 10.2. Disclosure of Adverse Material Facts;Subsequent Disclosure;Present Condition.Seller
6R2 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract
603 Seller agrees that disclosure of adverse material facts will be In writing.In the event Seller discovers an
685 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 Seller's new disclosure on the earlier of Closing or five days
687
687 after Buyers receipt of the new disclosure Except as otherwise provided in this Contract,Buyer acknowledges
689 that Seller is conveying the Property to Buyer In an'As le condition,"Where I!and'With All Faults"
69U 10.3. Inspection.Unless othendse 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,HVAC and other mechanical systems of
695 the Properly,(2)the physical condition of the Inclusions,(3)service to the Property(including utilities and
696
696 communication services),systems and components of the Property is g,heating and plumbing),(4)any
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
C11S4'6.10. CONTRACT TO BUY AND SRLL REAL ESTATE.- 1 ad fade 18,1
27i
CTMeCuarcY corn-402019 CM Software Cosp
701 unsatisfactory.In Buyer's sole subjective discretion,Buyer may:
702
703 10.3.1. Inspection Objection.On or before the Inspection Objection Deadline,deliver to
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 P
706 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in§
709 31 for Inspection Termination Deadline.
710 10.3.9. Inspection Resolution.if an Inspection Objection is received by Seller,on or before
jyiInspection Objection Deadline and If Buyer and Seller have not agreed in writing to a settlement thereof on
7,3 or before Inspection Resolution Deadline.this Contract will terminate on Inspection Resolution Deadline
714 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, .e.,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
718 written agreement between the parties,is responsible 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
770
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
773 Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any
115 such Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by
no 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 provisions of this Section survive the
726 termination of this Contract Ths§10 4 does not apply to items performed pursuant to an inspection
729
730 Resolution.
731 10.5. Insurability. Buyer has the nght to review and object to the availability,terms and conditions of
732 and premium for property insurance(Property Insurance) Buyer has the Right to Terminate under§25.1,on or
733
734 before Property Insurance Termination Deadline,based on any unsatisfactory provision of the Property
us Insurance,in Buyer's sole subjective discretion.
730 10.6. Due Diligence.
737
736 10.8.1. Due Diligence Documents If the respective box Is checked,Seller agrees to deliver
739 copies of the following documents and Information pertaining to tho Properly(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 end management of the
742
743 Property:
744 ® 10.6.1.2. Property tax bills for the last 2 years;
4 ❑ 10.6.1.3. As-built construction plans to the Property and the tenant Improvements,
747 including architectural,electrical,mechanical,and structural systems,engineering reports,and permanent
748 Certificates of Occupancy,to the extent now available;
749 0 10.6.1.4. A list of all Inclusions to be conveyed to Buyer,
751 ❑ 10.6.1.5. Operating statements forme past years.
752 0 10.6.1.6. A rent roll accurate and correct to the date of this Contract.
753 0 10.6.1.7. All current leases,Including any amendments or other occupancy
JS5 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
756
759 but has not yet been completed and capital Improvement work either scheduled or in process on the date of
me 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;
764 ® 10.6.1.10. Soils 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. Anyand all existingdocumentation and regarding
767 reports re ardin Phase I and II
768 environmental reports,letters,test results,advisories and similar documents respective to the existence or
760 nonexistence of asbestos,PCB transformers,or other toxic,hazardous or contaminated substances,andfor
770
(:n54•6.18 CONTRACT TO RIIY AND SELL REAL liS'fATE- Land Page II oral i
r-/
Imhels�� I
C!M<Cmvaa cam-021119 can Software Corp
711 underground storage tanks and/or radon gas If no reports are In Seller's possession or known to Selleq Seller
112 warrants that no such reports are In Seller's possession or known to Seller,
nn ❑ 10.6.1.12 Any Americans wane Disabilities Act reports,studies or surveys concerning
775 the compliance of the Property with said Act;
225 0 10.6.1.13. All permits,licenses and other building or use authorizations issued by any
J22
PIC governmental authority with jurisdiction over the Property and written notice of any violation of any such
779 permits,licenses or use authorizations,if any,and
780 D 10.6.1.14. Other documents and information
781
782
783
784 10.6.2. Due Diligence Documents Review and Objection.Buyer has the right to review and
18' object to Due Diligence Documents If the Due Diligence Documents are not supplied to Buyer or are
286
282 unsatisfactory,in Buyers sole subjective discretion,Buyer may,on or before Due Diligence Documents
780 Objection Deadline'.
289 10.6.2.1. Notice to Terminate.Notify Seller in writing,pursuant to§25.1,that this
791 Contract is terminated;or
792 10.6.2.2. Due Diligence Documents Objection.Deliver to Seller a written description
J93 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct
795 10.6.2.3. Due Diligence Documents Resolution.If a Due Diligence Documents
206 Objection Is received by Seller,on or before Due Diligence Documents Objection Deadline and if Buyer and
392 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution
Zea Deadline,this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller
yyq g
7100 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination,I a on
60% or before expiration of Due Diligence Documents Resolution Deadline.
Box 10.6.9. Zoning.Buyer has the Right to Terminate under§25.1,on or before Due Diligence
803
004 Documents Objection Deadline,based on any unsatisfactory zoning and any use restrictions imposed by any
Bos governmental agency with jurisdiction over the Property,in Buyer's sole subjective discretion
906 10.0.4. Due Diligence—Environmental,ADA.Buyer has the right to obtain environmental
808
804 inspections of the Property including Phase I and Phase II Environmental Site Assessments,as applicable.0
809 Seller❑Buyer will order or provide❑Phase I Environmental Site Assessment,0 Phase II
010 EnvIronmeMal Site Assessment(compliant with most current version of the applicable ASTM E1527
017 standard practices for Environmental Site Assessments)and/or❑n/a,at the expense of❑Seller❑Buyer
812
813 (Environmental Inspection) In addition,Buyer,at Buyer's expense,may also conduct an evaluation whether
814 the Property complies with the Americans with Disabilities Act(ADA Evaluation) All such Inspections and
els evaluations must.he conducted at such times as are mutually agreeable to minimize the interruption of Sellers
dict
div and any Seller's tenants'business uses of the Properly,If any
ala If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site
7119 Assessment,the Environmental Inspection Termination Deadline will be extended by days(Extended
azo
an 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,❑Seller❑Buyer must pay the cost for such Phase II Environmental Site Assessment
4
825 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this§
are 10.6.4,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
829 unsatisfactory results of Environmental Inspection,In Buyer's sole subjective discretion.
830 Buyer has the Right to Terminate under§25.1,on or before ADA Evaluation Termination Deadline,
831 based on any unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion
832 102. Conditional Upon Sale of Property This Contract Is conditional upon the sale and closing of
033
834 that certain property owned by Buyer and commonly known as Na.Buyer has the Right to Terminate under§
535 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 This Section Is for the sole benefit of Buyer.If Seller
832 Y
830 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline,Buyer waives any Right
839 to Terminate under this provision
040
CES4-6-18 CONTRACT TO BW AND SELL REAL ESTATE- L Paas 12 af21
tial, 4/� II)12F
C1MeCoidWua wm.02019'CfM Soli-wait Corp
041 10.8. Source of Potable Water(Residential Land and Residential Improvements Only).
842 Buyer ODoes ®Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of
903
844 Water Addendum disclosing the source of potable water for the Property 0 There Is No Well.Buyer[hies
845 DDoes Not acknowledge receipt of a copy of the current well permit
846 Note to Buyer SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE
048 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 er
052
853 rent abatements except as disclosed In the Lease or other writing received by Buyer Seller will not amend,
854 alter,modify,extend or cancel any of the Leases nor will Seller enter Into any new leases affecting the Properly
055 without the prior written consent of Buyer,which consent will not be unreasonably withheld or delayed.
855
857
BSe 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 toe copy of the Lease
869 stating
965
860 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
810 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits paid to
s21 Seller;
97 2 11.1.d. The amount of monthly(or other applicable period)rental paid to Seller,
873
874 11.1.5. That there Is no default under the terms of said Lease bylandlord or occupant:and
874 P
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
818
029 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
881 or before Estoppel Statements Deadline
882
883 11.3 Estoppel Statements Termination Buyer has the Right to Terminate under§25.1,on or
884 before Estoppel Statements Termination Deadline,based on any unsatisfactory Estoppel Statement,in
085 Buyer's sole subjective discretion,or If Seller falls 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
089
089 CLOSING PROVISIONS
890
891
892 12 CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING.
fl93 12.1.Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing
094
895 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and
896 Seller and their designees.It Buyer is obtaining a loan to purchase the Property,Buyer ackrrowladges Buyer's
891 lender Is required to provide the Closing Company,in a timely manner,ell required loan documents and
899 financial information concerning Buyer's loan.Buyer and Seller will furnish any additional nfonnation 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 a before Closing
902
903 12.2.Closing instructions.Colorado Real Estate Commission's Closing Instrucilons DAre ®Are
904 Not executed with this Contract.
905 12.3.Closing.Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the I
906 date specified as the Closing Date or by mutual agreement at an earlier date The hour and place of Closing
902
gee will be as designated by seller end buyer mutually,
909
910
enS4-6-15 CONTRACT TO BUY AND SELL REAL ESTATE- Lum Paagge`1J/off221
,4-4
1---7
-02019 CfM Softwue Corp
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(e g.,attorneys,lenders,inspectors end title
913
914 Companies)
915
916 13 TRANSFER OF TITLE.Subject to Buyer's compliance with the terms and provisions of this Contract,
917
918 including the lender of any payment due at Closing,Seller,provided another deed Is not selected,must
919 execute and deliver a good and sufficient special warranty deed to Buyer,at Closing.However,If the box is
92u checked,the parties agree to use the corresponding deed Instead.
921 ❑general warranty deed ❑bargain and sale deed ❑quit claim deed 0 personal representative's deed
922
23 0 General Warranty deed
924 13.1. Special Warranty Deed and General Warranty Deed Exceptions.If tale will be conveyed
925 using a special warranty deed or a general warranty deed,Pie will be conveyed subject to
926
927 13.1.1. General taxes for the year of Closing,
926 13.1.2. Disidbutlon 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,
935
935 My specialimprovements 13.1.5. assessment if the were not installed as of the date of
936 Buyer's signature hereon,whether assessed prior tom after Closing and
937 13.1.8. Other n/a.
939 13.2. Special Warranty Deed.In addition to the requirements of§13 1,if title will be convoyed by
940 a special warranty deed,Seller will warrant title against all persons claiming by,through or under Seller subject
941 to those specific recorded exceptions,if any,created during Sellers 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§9.2(Record Title)and described in the deed by reference to the specific recording
945 infarmatlen for each recorded document
996 13.3. General Warranty Deed.In addition to the requirements of§13 1,if title will be conveyed by
948 a general warranty deed,Sellerwill warrant the title 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 any liens or encumbrances securing a monetary sum,Including,but not limited to,any governmental
956
952 liens for special Improvements Installed as of the date of Buyer's signature hereon,whether assessed or not
998 and previous years'taxes,will be paid at or before Closing by Seler from the proceeds of this transaction or
959 from any other source
960
961
963 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
964
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
967 ❑Buyer ❑Seller 0 One-Half by Buyer and One-Half by Seller Any Record Change Fee must e paid
968
969
970 U Other
971 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date,
923 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter.Any fees incident
913
924 to the issuance of Association's Status Letter must be paid by ®None f7B12yer ElSaller 00ne-Half by
975 Buyer and One-Half by Seller Any Record Change Fee must be paid by r'9 None 0 Buyer 0 Seller
976 0 One-Half by Buyer and One-Half by Seller.
927
978 15.4. Local Transfer Tax. U The Local Transfer Tax of %of the Purchase Price must
979 be paid at Closing by®None 0 Buyer 0 Seller U One-Half by Buyer and One-Half by Seller.
Seo
C13S4d18 CONTRACf'ttIBW AND SELL REAL I'STAfB- I.� Page 14 of
Initials / / `!` il/ —
I71MeCWMNsum-02n19CTM Software Corp
901 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Properly.
902 payable at Closing,such as community assodatlon fees,developer fees and foundation lees,must be paid at
903
904 Closing by®None DBuyer DSeller DOne-Half by Buyer and One-Half by Seller.The Private Transfer
985 fee,whether one or more,Is for the following association(s) in the total amount of na%of the Purchase Price
909 or E.
98]
900 15.6. Water Transfer Fees. The Water Transfer Fees can change The fees,as of the date of
989 this Contract,do not exceed$for.
990 ❑Water Stock/Certfcates D Water District
991
992 ❑Augmentation Membership D Small Domestic Water Company❑and must be paid at Closing by
993 None DBuyer DSeller Done-Half by Buyer and One-Half by Seller
994 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction
995
996 must be paid when due by®None DBuyer DSeller D One-Half by Buyer and One-Half by Seller.
092 15.8. FIRPTA and Colorado Withholding
098 15.8.1. FIRPTA. The Internal Revenue Service(IRS)may require a substantial porton of
999
900 the Sellers 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
1p02 Section Is checked,Seller represents that Seller DIS a foreign person for purposes of U$ income taxation.If
1004
1004 the box in this Section is not checked,Seller represents that Seller is nota foreign person for purposes of U.S.
1005 income taxation.Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably
1006 requested documents to verify Seller's foreign person status.If withholding Is required,Seller authorizes
tom Closing Company to withhold such amount from Sellers proceeds Seller should inquire with Seller's tax
1008
1009 advisor to determine ifwithholding applies or if an exemption exists
1010 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a
tot 1 portion of the Sellers proceeds be withheld atter Closing when Seller will not be a Colorado resident after
JOU
1013 Closing,d 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 authonzes Closing
1015 Company to withhold such amount from Seller's proceeds Seller should Inquire with Seller's tax advisor to
1016 •
1017 determine If withholding applies or If an exemption exists.
1010 •
1019 15. PROBATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing
1020 Date,exceptas otherwise provided'
1021
1022 16.1. Taxes.Personal property taxes,if any,saicial taxing district assessments,if any and
1023 general real estate taxes for the year of Closing,based on Taxes for the Calendar Year Immediately
1024 Preceding Closing El Most Recent MITI Levy and Most Recent Assessed Valuation,0 Other.
1025
1026 18.2. Rents.Rents based on D Rents Actually Received DAccrued At Closing,Seller will
1027 transfer or credit to Buyer the security deposits for all Leases assigned,or any remainder after lawful
1020 deductions and notify all tenants In writing of such transfer and of the transferee's name and address.Seller
1029 ,
1030 must assign to Buyer all Leases In effect at Closing and Buyer must assume Seller's obligations under such
1031 Leases.
1032 18.3. Association Assessments.Current regular Association assessments and dues
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,at Closing,an amount fol reserves or working capital Any special
1030
1030 assessment assessed prier to Closing Date by the Association will be the obligation of DBuyer ®Seller.
t040 Except however,any special assessment by the Association for Improvements that have been Installed as of
041 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller.
1043
1043 Seller represents there are no unpaid regular or special assessments against the Propertyexcept the current
1044 regular assessments and none.Association Assessments are subject to change as provided in the Governing
1045 Documents.
1046
1047 16.4. Other Proration.Water and sewer charges,propane,Interest on continuing loan and
1048 none
1049 16.5. Final Settlement.Unless otherwise agreed in writing,these proration are final.
1050
CBM-6-15 CONTRACT TO BUY ANO SELL
REAM-STATE- lyld Page 15 of 21
Initials%✓ J`/\C,l �
CMFuna.m eon,-02014 CTM S ofln¢Corp
1051
1052 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§10.6.1.7.
1055
1055 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and
1,851
1050 will be additionally liable to Buyer for payment of$0.00 per day(or any part of a day notwithstanding§18 1)
1069 from Possession Date and Possession Time until possession Is delivered
1061
1011 GENERAL PROVISIONS
106'_
1063
1064 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE.
1065 As usedin y
1065 15.1.Day. this Contract,the termday D means the entire ending at 11.59 p.m,United
1162 States Mountain Time(Standard or Daylight Savings,as applicable)
1060 182.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
1070
ion deadline fails on a Saturday,Sunday or federal or Colorado state holiday(Holiday),such deadline 0 WM ❑
1072 Will Not be extended to the next day that is not a Saturday.Sunday or Holiday.Should neither box be
10/3 checked,the deadline will not be extended
1024
1075
1026 19. CAUSES OF LOSS,INSURANCE;DAMAGE TO INCLUSIONS AND SERVICES;CONDEMNATION;
1072 AND WALK-THROUGH.Except as otherwise provided In this Contract,the Property,Inclusions or both will be
1079 delivered thecondition existingas of the date of this Contract,ordinary wear and tear excepted
1089In
1080 19.1. Causes of Loss,Insurance.In the event the Property or Inclusions are damaged by Tire,other
1081 perils or causes of loss pnor to Closing(Property Damage)In an amount of not more than ten percent of the
1052 total Purchase Price and If repair of the damage will be paid by Insurance(other than the deductible to be
1053
1684 paid by Seller),then Seller,upon receipt of the insurance proceeds,will use Seller's reasonable efforts to '
1085 repair the Property before Closing Dale.Buyer has the Right to Terminate under§25.1,on or before Closing
1006 Date,If the Property Is not repaired before Closing Date,or if the damage exceeds such sum Should Buyer
1082
1198 elect to carry out this Contract despite such Property Damage, Buyer Is entitled to a credit at Closing for all
1009 insurance proceeds that were received by Seller(but not the Association,if any)resulting from damage to the
1090 Property and Inclusions,plus the amount of any deductible provided for In the Insurance policy.This credit may
1092
1092 not exceed the Purchase Price.In the event Seller has not received the Insurance proceeds prior to Closing,
1093 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or,at the
1094 option of Buyer,(1)Seller must assign to Buyer the right to the proceeds at Closing,if acceptable to Seller's
1095
109E 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 Sellers sale proceeds the amount Seller
1099 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
oro19.2. Damage,Inclusions and Services.Should any Inclusion or service(Including utilities and
1102 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 Contract and Closing or possession,whichever is
1105
1105 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 Ali
1107 Inclusion or Service Is not the responsibility of the Association,if any,less any Insurance proceeds received by
1106 Buyer covering such repair or replacement.If the failed or damaged Inclusion or Service is not repaired or
1109
1110 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,on el the option of Buyer,Buyer is entitled to a credit at Closing for the repair
1117 or replacement of such Inclusion or Service Such credit must not exceed the Purchase Price.If Buyer receives
1113 p
1114 such a credit,Seller's tight 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
1116 condemnation action may result in a taking of all or part of the Property or Inclusions,Seller must promptly
11.1.7
1 lig notify Buyer,in writing,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
CBS4-6-18 CONTRACT TO BOY AND SELL REAL ISTATtt- Lancl ) Page 16 121
1enmbx 771611C7 \1 L��
ClMcCon .ct tom-C201981 M Snawne Corp.
/121 elect to consummate this Contract despite such diminution of value to the Property and Inclusions,Buyer is
li22 entitled to a credit at Closing for ell condemnation proceeds awarded to Seller for the diminution In the value of
173
1124 the Properly or Inclusions but such credit will not include relocation benefits or expenses,or exceed the
1125 Purchase Price
1126 19.4. Walk-Through and Verification of Condition Buyer,upon reasonable notice,has the right to
1128
1128 walk through the Property prior to Closing to verify that the physical condition of the Properly and Inclusions
with
1130 compilesthis Contract
eWar
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 fire 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
1131 to such Insurance proceeds or benefits for the growing crops
1135
1136
1137 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL.By signing this Contract,Buyer and Seller
1138 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 dates and deadlines are strict and absolute. If any payment duo,Including
1195
w6 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 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
1153
1159 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 right to specific performance or damages,or both
1156 21.1.2. Liquidated Damages,Applicable.This§21.1.2 applies unless the box in§21.1.1.
1152 is checked.Seller may cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to
1158
use 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,
1151 22 23 and 24),said payment of Earnest Money is SELLERS ONLY REMEDY for Buyer's failure to perform
1162
1163 the obligations of this Contract Seller expressly waives the remedies of specific performance and additional
1164 damages.
1165 21.2. If Seller Is In Default:Buyer may elect to treat this Contract as canceled,In which case all
1�5/ 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.II a dispute arises relating to this Contract(whether priorto 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 partes 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 If 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 known address(physical or electronic as provided in§27).Nothing in this Section
prohibits either party from filing a lawsuit and recording a fits pendens affecting the Property,before or after the
CBS4-6-ES CONTRACT TO BUY AND SELL REALBSTATB- 1.w111 �page 1721
INlivls21401-1
/,
CIMeCweazle cam-02019 CIM Software Car
date of written notice requesting mediation This Section will not alter any dale 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 and 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 end
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)whin one hundred twenty days of Earnest Money Holders 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.
25.4.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
Connect.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 Contract 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 writing and signed by the parties.Any nght or obligation in this Contract that,by Its
terms,exists or Is intended to be performed atter 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.My 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 Firs of Broker working with
such party(except any notice or delivery after Closing must be received by the party,not Broker or Brokerage
Firm).
27.2.Electronic Notice.As an alternative to physical delivery,any notice,may be delivered In
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 after
Closing must he received by the party,not Brakes nr Brokerage Firm)at the electronic address of the recipient
by facsimile,email or no other.
273.Electronic Delivery.Electronic Delivery of documents and notice may he delivered by(1)email
at the email address of the recipient,(2)a link or access to a website or server provided the recipient 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
CRS4-6-18 CONTRACTTo BUY AND SELrRREEAAAL�ESTATE-Laud 1 Page la of
F.
CIMeCweu6.wm-02019 CIM Software Corp
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 are deemed to ba 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 brth in the provisions of Financing
Conditions and Obligations,Title Insurance,Record Title and Off-Record Title;New ILC,Naw 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.
Z As current owners, Thomas W.Payne of the Thomas W.Payne Revocable Trust and
Marybelie R.Payne of the Merybelle 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 al 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 es 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 fallowing documents are a part of this Contract:
Exhibit A legal description
Addendum 1
31.2.The following documents have been provided but are not a pad of this Contract
SIGNATURES
CHS46-IR. CONTRACT TO BUY AND 3HI.LRFAI ESTATE- Lan14)9 'y(�PWage 19 of 21
CTNVG4ac4 cram-02019 CIM Sooftnrc Corp
•
Buyer I t/'� 1 . . Date" I - 1 " ' 1
Board of County Commissioners of Rifkin County
By Dale Will, Open Space Acquisition Director
Buyer. Date:f —/1I2
gf County Commissioners of Pitkin County
Greg Poschman, Chair
[NOTE:If this offer Is being countered or rejected,do not sign this document.
Seller 2 J1-11 •,na,---CtJr �A.��-��i�'isg_Date i — `I-/ 9
The Thomas W.Payne Retocdble Trust
By Thomas W.Payne, Trustee
Address:
Phone. Fax
Email Address feannelJdoremusl_aw.com nF �J
Seller: . .r//.. ' �?t;' ;,_'-v/ fate �/7,(� 3 O/9
h: Me .elle R.Payne Rer•ca•Ie Trust !lll��
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 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 Buyer as a D Buyer's Agent D Transaction-Broker in this bansacbon. ❑ This Is
a Change of Statue.
®Customer.Broker has no brokerage relationship with Buyer.See§33 for Brokers brokerage ralabonship
with Seller.
Brokerage Firm's compensation or commission is to be paid by ® Listing Brokerage❑Buyer U Other.
CBS 4-6-18 CONTRACT TO BUY AND SEAL REAP.&STATE-Land Page 20of21 J
CTMcemm &caw-02019 MN Software asp
Brokerage Firm's Name Coldwell Banker Mason Morse
Brokerage Firm's License 9.
Broker's Name Date:
James M.Cardamon°
Broker's License II 340351
Address 0290 Highway 133 Carbondale, CO 81623
Ph 970-983-3300 Fax:970-983-0879 Email Address:lcardamone@masonmorse.com
33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Seller)
Broker 0 Does ®Does Not acknowledge receipt of Earnest Money deposit Broker agrees that if Brokerage
Rrm is the Earnest Money Holder and,except as provided in§24,If the Earnest Money has not already been
returned following receipt of a Notice to Terminate or other written notice of termination,Earnest Money Holder
will release the Earnest Money as directed by the written mutual instructions.Such release of Earnest Money
will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,
provided the Earnest Money check has cleared
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 0 Transaction-Broker n this transaction. ❑ This is a
Change of Status.
r Customer Broker has no brokerage relationship with Seller See§32 for Broker's brokerage relationship
with Buyer.
Brokerage Finn's compensation or commission is to be paid by 0 Seller 0 Buyer 0 Other.
Brokerage Firm's Name: Coldwell Banker Mason Morse
Broker Date
Address:0290 Highway 133 Carbondale, CO 81823
Ph:970-963-3300 Fax:97D-963-0879 Email Address:)cardamon@masonmorse.com
C854-6-113.CONTRACT TO BUY AND SELL REAL.ESTATE(LAND)
CM oContracts-®20t6 CTM Software Corp.
(
CBSLFIg CONTRACT TO BUY AND/SRLL. LL REAESTATE- Laud Page 21 of 21
Imbals f-v/-e /4/)
et MCCO W nrbxam-02019 CTM Stem Cow
ADDENDUM I
TO CONTRACT"f0 BUY AND SELL REAL ESTATE BETWEEN THE THOMAS W.
PAYNE REVOCABI I TRUST and THE MARYBELLE R PAYNE REVOCABLE TRUST,
AS SELLER
AND TILE BOARD OF COUNTY COMMISSIONERS OF
PITKIN COUNTY,COLORADO AS BUYER DATED 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')mid 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
current improvement Survey of the Property certified by a licensed Colorado surveyor for the
express benefit of Seller, Buyer and the Title Company, depicting all property 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 he 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 perform its obligations set forth herein upon execution by Seller and 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 hens and
encumbrances,all right,title and interest of Seller.
4. Notices. My notice,demand or document which either patty is required or may
desire to give,deliver or make to the other party shall he 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
Ilalc.wjjl(au)pitkincotmtv.com
With Copies to: The Pitkin County Attorney's Office
530 East Main St.,Suite 301
Aspen,Colorado 81611
Attomey@pitkincounty_com
To Seller: Thomas W.Payne and Maryhelle It.Payne
do Jeanne Doremus
418 E Cooper Ave 6203
Aspen,CO 81611
jemme(aljdoremuslaw.com 1,
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 eller same is deposited in the United States mail us a
certified matter, addressed as above provided, with postage thereon fully prepaid. Notice by
facsimile,e-mail or Internet delivery shall he deemed given upon date of transmission and notice
by personal delivery shall be deemed given when received.
5. Miscellaneous.
(a) SaturdaL,Sunday or holiday,If any time period referred to in this Contract
shall end on a Saturday,Sunday or legal holiday,such time period shall automatically be
extended to the first regular business day thereafter,
•
(b) Controlling Law. This 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 be the District Court for Pitkin County,Colorado.
For purposes of any litigation, the parties consent to the chosen forum for purposes of
jurisdiction and venue
(c) CormterDarts. "Itis 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 party may reasonably require m 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.
(I) 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 patty 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.
SIGNATURES
Recommendedfor Approval By.
i(
Dale Will_L1' )" / / 1
Open Space and Trails Acquisitions Director Dale
Buyer's Name:Board of County Coommmissiioonneers of Pitkin County /
Buyer's /hair
! //3 j 4 Signature
By _ //JJ / Date
Address:530E.Main Street,Suite 302,Aspen CO 81621
Phone No.(970)920-5200
Fax No.: (970)920-5198
Electronic Address:do Richard_nciley(alnitIcincounly.cont ,
del
;an . Y 4Jtl la Ft i r Iv vJ.p hlt l, ,ipt 2^t
t lik.n)0 ', '^J CCtCJ( Q T.0 yi
eller n cc ji/y ) ,� 7 r E tL Signature
2, By: rrl1 ?l A )t\ rt. tt s,4C{ nx^. ✓. .! tom, . i.._,' Date I G Iii
i,u y trr
Address:
t'(i. 13_J04— Ik c'-L.i. 1`( ,JIUIT. ‘CC I)Orr41a.13 L-CC
Phone No.:0717 q 2C 344 U ._
Fax Na: q�'>, C,.y> .:v66 Et _
Electronic Address: j tc nr u C DO e I eau(5 1 G 59
) tUa•tr wt jd0%Tra<e5 raw C YYa
Note:If this offer is being countered or rejected, do not sign this document.Refer to§32j
ENO OF CONTRACT TO BOY AND SELL REAL ESTATE