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HomeMy WebLinkAboutbocc.ord.038.2020Contract No. 258.2020 (Attached) AN -ORDINANCE Of THE BOARD DF CO1Ci TTY COMt 4 SSIONERS OF SPIT IN • COUNTY, COLORADO,:AUTHORIZING ACQU SXTION OF !Mg GE AZ THQLJHNG AT T E REDSTONE BODO:MS OPEN SPACE ORDINANCE NO. {T ' 4020 RECITALS WFtERRRA, , r.arWaift.to:301 of ` .LS.; the Beard Hof ConntyCo s!r hth ova') o than County, Colorado a Home Rule County 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 series:riecessaty, atgi WHEREAS,.PurSuant to Section 2:$:Iof the Home Rule Charter ("H t("Xthe.BOCC is. ;authorized to take -official action by?Ordinance for certain Matters Where action ia p rescribed pursuantto the•Cvlorado Revised Statutes as amended, and WHET AS-s TlieVoters ofPitkin County and thePitkin Coup Couruussioners oodwomoi Open Space and Trails Find for the purposes of preservingand providing openabateand trails resources, ,and•established an` Open Space and Trails.Board of Trustees to: guide -the expenditure of t ose funds, and 'WHEREAS, The Open Space ant Trails Program -is charr-sed with preserving open space:lands, and 'WHEREAS, The 1 g acre 001)a inhblddmg: lies within •the• Redstone Boulders -Open Space and possesses habitat, scenic Wes and recreational values, and the owners have agreed to sell the property ibr $2953�04;.ai WHEREAS,. the Pitkin C.aunty Open 'Spate and Trails Board, unanimously recarnmends this 2iiisitioia-and WHEREAS; The 'BOCC finds that adoption, of this ordinance is necessary for -the immediate preservation of the;ptiblic 7i)t1i, :safety and Welfare of the citizens of Piticin Comity and therefore declares this ordinance and legislation, to be effective immediately, upon adoption? and WHUREA S, The; BOCC fonts that Adoption of this ordinance is in the best interest of the citizens cif Fitly County: OW, THEREFORE, BENT ORDAINED by the Board of County •Commiss'ioners of Pitkin Comity, Colorado that it hereby- adopts, an Ordinance -Anthoz zing the Purehase ofthe Property and authorizes the Chair OftlieChairs designee to.sign the Ordinance _ari4 upon the satisfaction f • the County Attoniey as to fonn, execute any other: associated documents necessary fv complete: -this matter.. `Frther; that the Chair or the Chair's designee _shall be authorized to; 1 1 1 ll11 1 1 11 l l l l l l I IIII 1I I li llll l I I 11I 1 1 11 II 1 l! I I II I I I II II I 11I I I!IIIll 11 111 I RECEP1ION#: 668173, R $0.00, D: $0_00 DOC CODE: ORDINANCE Pg 1 of 30, 09116/2020 at 10:04:21 AM Janice K. Vos Caudill, Pitkin County. CO RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 2 of 30, Janice K. Vos Caudill, Pitkin County, CO 1. Approve an eXpenditme oft*to $295,000 for the Property attri ttinisaddet: eoguup th • _2. Execute apotbas toillact andether dOdittheiitS 6.S lutes:ski/ transaction won approval of the form by the C.9.1inty Attprpey. 3. That acttft,iits,be. made kr. the yoar.202o budgetfolIttws: OPEN siAcfk - Acquisition Cost Estimated.Transactiop Costs Total EVendhure Previous Thfs Revise: fojec Budget •Chaingo Budget $0 $295;000.00 $295p00:00 $0 $ 10,000A $ 10000 so $305,000.00: $3.051000.00 'INTRODUCED AND:FIRST READ ON THE 26#1 DAY OFAVGUST, 2020 AND $04011 SECOND READING PUBLIC HEARING ON THE 9 DAY OF :SEPTEMBER 2020. NOTICE OF FIII3LICKARDp AND TITLE AND SHORT SlAsd WARY OP! THE ORD ANCE PUBLISHED IN THE ASPEN:TIMES WEEKLY ON TITE aft4bAy' OF NOTICE OF PUBLIGBEARING AND THOWL TEXT OF THE ORDINAN% KIS ON THE OF ICLL1TEJN COUNTY *Ei3s1TE (www.oikincounty.coni) ON THE %?6--.DAY -OP 202Q. Apop OP- READINO AND PUBLIC HEARING ON IRE /. .DAY 2020. PUBLISHED BY :ME AND SHORT :S AUER_ APorTiON, 11111-tE -ASPEN Twits WEEKLY ON TliE /74-DAY OF , 2Ci20. POSTED BY TITIX AND SHORT. SUMMARY oN TifiROFFIC tidN (QUM,/ WEBSITE (www.pitisipcounty.com ) ON THE id rt- DAY OE - , 2020, RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 3 of 30, Janice K. Vos Caudill, Pitkin County, CO ATTEST: 7eanetteJanes, ;Duty kiuity Clez APPROVED AS TO FORM:. 701111 Ely; _County Attorney sMARn OF COUNTY COMMISSIONERS 5d F1�" By Stevepr F. Child, Chain• Date: Sep-03_2020 MANAGER $CPPIKOVA.1, P( is-itaffiu:. F}iylis Mattice.fvr Yen PeaccJel, of tt: Manager RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 4 of 34, Janice K. Vos Caudill, Pitkin County, CO Contract No. 258.2020 Page 1 of 18 RE/MAX Mountain West Michael Kennedy Ph: 970-963-1940 Fax: 970-963-9163 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. ;CBS4-5-19) (Mandatary 7-19) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES ANt) THE PARTIES SHOULD} CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) (® Property with No Residences) (❑ Property with Residences -Residential Addendum Attached) Date: 81412020 AGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 2. PARTIES AND PROPERTY. 2.1. Buyer. Buyer, Board of County Commissioners of Pitkin County (Buyer) will take title to the Property described below as ❑ Joint Tenants ❑ Tenants In Common ® Other To be determined prior to closing. 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 2.3. Seller. Ernest J. Gerbaz and Marjorie Gerbaz and Edna J. Gerbaz (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Pitkin, Colorado: Lengthy M&B. See EXHIBIT A, LEGAL DESCRIPTION known as No. TBD Redstone Boulevard, Redstone, CO 81623, together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and aE1 interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded (Property). 2.5. 1ncIusions. The Purchase Price includes the following items (inclusions): 2.5.1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price unless excluded under Exclusions: nia vacant land only If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Personal Property Conveyance. Any personal property must be conveyed at Closing by Seller free and clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except n/a. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.6. Exclusions. The following items are excluded (Exclusions): rile 2.7. Water Rights, Well Rights, Water and Sewer Taps. ❑ 2.7.1. Deeded Water Rights, The following legally described water rights: nia Any deeded water rights will be conveyed by a good and sufficient rile deed at Closing. ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1, 2,7.3, 2.7.4 and 2.7.5, will be transferred to Buyer at Closing: rda 2.7.3. Well Rights. Seiler agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the Mips_//www.cmiecontracts.com/eContracts/m eCCN/ContractsiListing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 5 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 2 of 18 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 .156 well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 54638. ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: nia 2.7.5. Water and Sewer Taps. The parties agree that water and sewer taps fisted below for the Property are being conveyed as part of the Purchase Price as follows: none if any water or sewer taps are included in the sale, Buyer Is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps. _ _ 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water), § 2.7.3 (Well Rights), § 2.7.4 (Water Stock Certificates), or § 2.7.5 {Water and Sewer Taps), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: nIa Item No. Event Date or Deadline 1 reference § 4.3 Alternative Earnest Money Deadline 8/1712020 Monday `fitle 2 § 8.1, 8.4 Record Title Deadline 8/1412020 Friday 3 § 8.2, 8.4 Record Title Objection Deadline 8/28/2020 Friday 4 § 8.3 Off -Record The Deadline 8/14/2020 Friday 5 §8.3 Off -Record Title Objection Deadline 8/28/2020 Friday 6 § 8.5 Title Resolution Deadline 9/4/2020 Friday 7 § 8.6 Right of First Refusal Deadline nIa Owners' Association 8 §7.2 Association Documents Deadline n/a 9 § 7.4 Association Documents Termination Deadline n/a li Seller's Disclosures 10 § 10.1 Seller's Property Disclosure Deadline 8/14/2020 Friday 11 § 10.10 Lead --Based Paint Disclosure Deadline (if Residential Addendum attached) n/a Loan and Credit 12 § 5.1 New Loan Application Deadline n/a 13 § 5.2 New Loan Termination Deadline n/a 14 § 5.3 Buyer's Credit information Deadline rile 15 § 5.3 Disapproval of Buyer's Credit Information Deadline n/a 16 §5.4 Existing Loan Deadline nIa 17 §5.4 Existing Loan Termination Deadline n/a 18 §5.4 Loan Transfer Approval Deadline n/a 19 §4.7 Seller or Private Financing Deadline n/a Appraisal 20 § 6.2 Appraisal Deadline n/a 21 § 6.2 Appraisal Objection Deadline n/a 22 §6.2 Appraisal Resolution Deadline n/a Survey 23 § 9.1 New 1LC or New Survey Deadline 8/14/2020 Friday 24 §9.3 New ILC or New Survey Objection Deadline 8128/2020 Friday 25 § 9.3 New 1LC or New Survey Resolution Deadline 914/2020 Friday Inspection and Due Diligence 26 § 10.3 Inspection Objection Deadline 8/28/2020 Friday 27 § 10.3 Inspection Termination Deadline 8/28/2020 Friday 28 § 10.3 Inspection Resolution Deadline 9/4/2020 Friday 29 § 10.5 Property Insurance Termination Deadline 8128/2020 Friday tittps://www_ctmecontracts.com/eContracts/m eCCN/Contracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 6 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 3 of 18 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 The abbreviation "MEC' (mutual execution of this Contract) means the date upon which both parties have signed 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 30 § 10.6 Due Diligence Documents Delivery Deadline 84412020 Friday 31 § 10.6 Due Diligence Documents Objection Deadline 8/28/2020 Friday 32 § 10.6 Due Diligence Documents Resolution Deadline 9/4/2020 Friday 33 § 10.6 Environmental inspection Termination Deadline rile 34 § 10.6 ADA Evacuation Termination Deadline n/a 35 § 10.7 Conditional Sale Deadline nla 36 § 1 Q,10 Lead -Based Paint Termination Deadline (if Residential Addendum attached)_ n/a 37 § 11.1,11.2 Estoppel Statements Deadline n/a 38 § 11.3 Estoppel Statements Termination Deadline Closing and possession 39 § 12.3 Closing Date 912512020 Friday 40 § 17 Possession Date Date of Closing 41 § 17 Possession Time -_ - After Closing and Funding 42 §28 Acceptance Deadline Date 816/2020 Thursday 43 §28 Acceptance Deadline Time _ nla 44 We nfa n/a 45 We n/a rile 3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. if any deadline blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation "N/A" , or the word 'Deleted,' such deadline is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked -in a provision that contains a selection of "None, such provision means that "None applies. this Contract. 4. PURCHASE PRICE AND TERMS. 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: Item No. Reference Item _ Amount Amount 1 § 4.1 Purchase Price $295,000.00 2 § 4.3 Earnest Money $10,000.00 3 § 4.5 Loan 4 _New § 4.6 Assumption Balance 5 § 4.7 Private Financing 6 § 4.7 Seller Financing 7 n/a rile 8 n/a n/a 9 § 4.4 Cash at Closing $285,000.00 10 TOTAL $295,000.00 $295,000.00 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ n/a (Seller Concession). The Seiler Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender and is Included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid Items and any other fee, cost, charge, expense or expend€ture. Serer Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of a chock or wire transfer, will be payable to and held by Land Title Guarantee Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Eamest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Eamest Money deposited https:/1www.ctmecontracts.comleContracts/ meCON/ContractsfListingContracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09I16/2020 at 10:04:21 AM, Pgs 7 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 4 of 18 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 268 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. if this Contract is terminated as set forth in § 25 and, except as provided in § 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller's receipt of such form. 4.4. Form of Funds; Time of Payment; Available Funds. 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado Laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT, Buyer represents that Buyer, as cf the date of this Contract, © Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 4.5. New Loan. (Omitted as inapplicable) 4.6. Assumption. (Omitted as inapplicable) 4.7. Seller or Private Financing. (Omitted as inapplicable) TRANSACTION PROVISIONS 5. FINANCING CON❑ITIONS AND OBLIGATIONS. (Omitted as inapplicable) 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 5.4. Existing Loan Review. (Omitted as inapplicable) 6. APPRAISAL PROVISIONS, 6.1. Appraisal Definition. An "Appraisal' is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be valued at the Appraised Value, 6.2. Appraisal Condition, The applicable appraisal provision set forth below applies to the respective loan type set forth in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. if the Appraised Value is • less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline, notwithstanding § 8.3 or § 13: 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline. 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract. terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy the Lender Requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is waived in writing by Buyer. https:f www.etmecontracts.comleCont]racts/m_eCON/ContractsfListina_Contracts/Print_SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 8 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 5 of 18 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by ®Buyer . DSelier. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's agent or all three. 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common interest Community and subject to the declaration (Association). 7.1. Common Interest Community Disclosure. THE PROPERTY 1S LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL. IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, regardless of who provides such documents. 7.3. Association Documents. Association documents (Association Documents) consist of the following- 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5, C.R.S.; 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings; such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. if none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed (Association insurance Documents); 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as disclosed in the Association's last Annual Disclosure; 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list of the fees and charges (regardless of name of title of such fees or charges) that the Association's community association manager or Association will charge in connection with the Closing including, but not limited to, any fee Incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4 and 7,3.5, collectively, Financial Documents); 7.3.e. Any written notice from the Association to Seller of a "construction defect action" under § 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) irsciuding any problems or defects in the common elements or limited common elements of the Association property. 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfaoto,ry provision in any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by Buyer's Notice to Terminate received by Seller on or before ten days after https://www.ctmecontracts.comleContractshn eCONfContractsfListing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 9 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 6 of 18 391 Buyer's receipt of the Association Documents. If Buyer does not receive the Association Documents, or if Buyer's 392 Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to 393 394 Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to Terminate 395 within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any 396 Right to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract 397 Approval). 398 399 400 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 401 8.1. Evidence of Record Tiitlle. 402- 403 ® 8.1.1. Seller Selects Tetie Insurance Company. If this box is checked, Seller will 404 404 select the title insurance company to furnish the owner's title insurance policy at Seller's expense. On ar before 405 Record Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy 407 (Title Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 408 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as soon 409 as practicable at or after Closing. 410 411 ❑ 8.1.2. Buyer Selects Title Insurance Company. if this box is checked, Buyer will select the title 412 insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title 413 Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title Commitment), 414 in an amount equal to the Purchase Price. 415 416 If neither box in § 8.1,1 or § 8.1.2 is checked, § 8.1.1 applies. R�,�' 417 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment DWIII ❑Will Not contain 418 Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure 419 420 over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey 421 matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time of 422 commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed tax 423 sales prior to the year of Closing. Any additional premium expense to obtain DEC will be paid by ❑Buyer 424 425 Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other nla. 426 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 427 delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require a 42 429 NewSurveyNew!LC, defined below,requirements for OEC. if the Title Insurance Commitment is or fineamong other 430 not satisfactory to Buyer, Buyer has a right to object under § 8.5 (Right to Object•to Title, Resolution). 431 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, 432 declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other documents 433 or, if illegible, summaries of such documents)listed in the schedule of exceptions (Exceptions) in the Title 434 ( 9 P ( p ) 435 Commitment furnished to Buyer (collectively, Title Documents). 436 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 437 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the 438 clerk and recorder in the county where the Property is located. The cost of furnishing copies of the documents 440 required in this Section will be at the expense of the partyorparties obligated to payfor the owner's title insurance 440 q P g 441 policy. 442 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 443 covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title 444 445 Deadline. 446 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment 447 and any of the Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title 448 Objection Deadline. Buyer's objection may be based on any unsatisfactory form ar content of Title Commitment 449 or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyers sole subjective 450 451 discretion. 1f the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on ar before the 452 Record Title Deadline, or if there is an endorsement to the Title Commitment that adds a new Exception to title, a 453 copy of the new Exception to title andthe modified Title Commitment will be delivered to Buyer. Buyer has until the 454 earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any required 455 456 Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title 457 Documents, or (3) any endorsement to the Title Commitment. If Seiler receives Buyer's Notice to Terminate or 458 Notice of Title Objection, pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the 459 provisions set forth in § 8.5 (Right to Object to Title, Resolution). if Seller has fulfilled all Seller's obligations, if any, 461 461 to deliver to Buyer all documents required by § 8.1 (Evidence of Record Title) and Seller does not receive Buyer's 462 Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the 453 condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 464 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies 465 of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, 466 467 liens (including, without limitation, governmental improvements approved, but not yet installed) or other title 468 matters (including, without limitation, rights of first refusal and options) not shown by public records, of which Seller hops://www.ctmecontracts.comieContracts/m eCCN/CantractsfListing_ContractsfPrint SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 10 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 7 of 18 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 516 517 518 519 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 537 538 539 540 54/ 542 543 544 545 546 has actual knowledge (Off Record Matters). This Section excludes any New LC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary fine discrepancy orwater rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. ff Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3 (Off Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title, Resolution). If Sellerdoes not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off Record Matters and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. if the Property is located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may object, on or before Record Title Objection Deadline. lithe Tax Certificate shows that the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's inclusion in a special taxing district as unsatisfactory to Buyer. 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective discretion, to any title matters includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off -Record Title), § 8.4 (Special Taxing District) and § 13 (Transfer of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to e written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. if either the Record Title Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off -Record Title) or § 8.4 (Special Taxing Districts), the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion. 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right if the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal cr approval of this Contract has not occurred an or before Right of First Refusal Deadline, this Contract will then terminate. 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property, and various laws and governmental regulations concerning land use, development and environmental matters. 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, https://www.etmecontracts.comleContractslm eCON/Contracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 11 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 8 of 18 547 GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH 548 INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO 49 55e ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 551 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE 552 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 553 AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY 554 CLERK AND RECORDER. 556 556 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 557 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL 558 COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING 559 WELLS, REWORKING OF CURRENT WELLS, AND GAS GATHERING AND PROCESSING FACILITIES. 56 561 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 562 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 563 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 564 AND GAS CONSERVATION COMMISSION. 566 8-7.5. Title insurance Exclusions. Matters set forth in this Section and others, may be excepted, 567 excluded from, or not covered by the owner's title insurance policy. 568 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to al[ such matters 569 as there are strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off -Record 570 Title Objection Deadline). 571 572 573 9. NEW ILC, NEW SURVEY. 574 9.1. New ILC or New Survey. If the box is checked, a: 1) ❑ New Improvement Location Certificate 575 576 (New ILC); or, 2) ❑ New Survey in the form of n/a; is required and the fo€lowing will apply: 577 9.1.1. Ordering of New ILC or New Survey. ❑Seller ❑Buyer will order the New [LC or New 578 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, 580 p 580 certified and updated as of a date after the date of this Contract. 581 9.1.2. Payment for New ILC or New Survey. The cost of the New [LC or New Survey will be paid, on 582 or before Closing, by: ❑seller DBuyer or nIa 583 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the 584 585 provider of the opinion of title if an Abstract of Title) and nIa will receive a New ILC or New Survey on or before 586 New ILC or New Survey Deadline. 587 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey wilt be certified by the sss surveyor to all those who are to receive the New !LC or New Survey. 589 y 590 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC 591 or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to 592 the New ILC or New Survey Objection Deadline_ Buyer may, in Buyer's sole subjective discretion, waive a New 593 ILC or New Survey if done prior to Seiler incurring any cost for the same. 594 595 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New [LC or New 596 Survey. if the New [LC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole 597 subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 598 8.3 or § 13: 599 600 9.3.1. Notice to Terminate. NotifySeller in writing,pursuant to 25.1, that this Contract is terminated; 600 p § 601 or 602 603 604 605 606 607 608 609 610 611 612 613 614 615 616 617 616 619 620 621 622 623 624 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written descriptionof any matter that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Selier, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed In writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline. I DISCLOSURE, INSPECTION AND DUE DILIGENCE 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, AND SOURCE OF WATER. 10.1_ Seller's Property Disclosure_ On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to Buyer the most current version of the. applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of this Contract. 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must https://www.ctmecontracts.com/eContracts/m eCON/ContxactsfListing_ContractsTPrint SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 12 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 9 of 18 625 626 527 628 629 630 631 632 633 634 635 636 637 638 639 640 641 642 643 644 645 646 647 648 649 650 551 652 653 654 655 656 657 658 659 660 661 662 663 664 665 666 667 668 669 670 671 672 673 674 675 676 577 678 679 680 681 682 683 684 685 686 687 688 689 690 691 692 693 694 695 696 697 698 699 700 701 702 disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seiler agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property to Buyer in an "As Is" condition, `Where Is" and "With Ali Faults.' 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. if (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 10.3.2. Terminate. On or before the inspection Termination Deadline, notify Seller in writing, pursuant to § 25.1, that this Contract is terminated due to any unsatisfactory condition. Inspection Termination Deadline will be on the earlier of inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline. 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline. 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed pursuant to an inspection Resolution. 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for property insurance (Property insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property insurance, in Buyer's sole subjective discretion. 10.6. Due Diligence_ 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline: ❑ 10.5.1.1. Ail contracts relating to the operation, maintenance and management of the Property; ❑ 10.6.1.2_ Property tax bills for the last ►/years; ❑ 10.6.1.3. As -built construction plans to the Property and the tenant improvements, including architectural, electrical, mechanical, and structural systems, engineering reports, and permanent Certificates of Occupancy, to the extent now available; ❑ 10.6.1.4. A list of all inclusions to be conveyed to Buyer; ❑ 10.6.1.5. Operating statements far the past n/a years; ❑ 10.6.1.6. A rent roll accurate and correct to the date of this Contract; ❑ 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the Property. Those [eases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): ilia ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been completed and capital improvement work either scheduled or in process on the date of this Contract; ❑ 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made for the past nia years; https://w►env_ctr .econtracts.colxt/eContracts/m eCON/Contxacts1Listing_ ontractsTPrint SC... 8/4/2020 RECEPTION#: 668173, 09116/2020 at 10:04:21 AM, Pgs 13 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 10 of 18 703 704 705 706 707 708 709 710 711 712 713 714 715 716 717 718 719 720 721 722 723 724 725 726 727 728 729 730 731 732 733 734 735 736 737 738 739 740 741 742 743 744 745 746 747 748 749 750 751 752 753 754 755 756 757 758 759 760 761 762 763 764 765 766 767 768 769 770 771 772 773 774 775 776 777 778 779 780 ❑ 10,6.1.10. Soils reports, surveys and engineering reports or data pertaining'to the Property (if not delivered earlier under § 8.3); ❑ _ 10.6.1.11. Any and all existing documentation and reports regarding Phase 1 and 11 environmental reports, letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seiler, Seller warrants that no such reports are in Seller's possession or known to Seller; ❑ 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the Property with said Act; ❑ 10.6.1.13, All permits, licenses and other building or use authorizations issued by any governmental authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and ❑ 10.6.1.14. Other documents and information: n/a 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i,e., an or before expiration of Due Diligence Documents Resolution Deadline. 10.6.3. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over the Property, in Buyer's safe subjective discretion. 10.6.4. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the Property including Phase I and Phase 11 Environmental Site Assessments, as applicable- ❑ Seller ❑Buyer will order or provide ❑ Phase I Environmental Site Assessment, ❑ Phase 11 Environmental Site Assessment (compliant with most current version of the applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or ❑ nla, at the expense of ❑Seller ❑Buyer (Environmental Inspection)_ In addition, Buyer, at Buyer's expense, may also conduct an evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, if any. If Buyers Phase ] Environmental Site Assessment recommends a Phase Il Environmental Site Assessment, the Environmental Inspection Termination Deadline will be extended by n/days (Extended Environmental Inspection Termination Deadline) and if such Extended Environmental inspection Termination Deadline extends beyond the Closing Date, the Closing Date will be extended a like period of time. In such event, ❑Seiler ❑Buyer must pay the cost for such Phase II Environmental Site Assessment. Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.4, Buyer has the Right to Terminate under § 25.1, on or before Environmental Inspection Termination Deadline, or if applicable, the Extended Environmental Inspection Termination Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. • Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Termination Deadline, based on any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property owned by Buyer and commonly known as n/a. Buyer has the Right to Terminate under § 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. if Seller does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑Does ®hoes Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property. ❑ There is No Well. Buyer ®Does ❑ 11ttps:llwww.ctmecontracts.comleContracts/m eCONlContractsfListing_ContractsfPrint SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 14 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 11 of 18 781 782 783 784 785 786 787 788 789 790 791 792 793 794 795 796 797 798 799 800 801 802 803 804 805 806 807 808 809 810 811 812 813 814 815 816 817 818 819 820 821 822 823 824 825 626 827 828 829 830 831 832 833 834 835 836 837 838 839 840 841 842 843 844 845 846 847 848 849 859 851 852 853 854 855 856 857 858 Does Not acknowledge receipt of a copy of the current well permit. Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seiler enter into any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed. 11. ESTOPPEL STATEMENTS. 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline, statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of the Lease stating: 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or amendments; 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to Seller; 11.1.4. The amount of monthly (or other applicable period) rental paid to Seiler; 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease demising the premises It describes. 11.2. Seller Estoppel Statements. In the event Seller does not receive from all tenants of the Property a completed signed Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents required §11.1 above and deliver the same to Buyer on or before Estoppel Statements Deadline. 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 25.1, on or before Estoppel Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. CLOSING PROVISIONS 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all customary or reasonably -required documents at or before Closing. 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions DAre gAre Not executed with this Contract. 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by mutual agreement. 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that casts, quality and extent of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender of any payment due at Closing, Seiler must execute and deliver the following good and sufficient deed to Buyer, at Closing: ® special warranty deed ❑ general warranty deed 0 bargain and sate deed 0 quit claim deed ❑ personal representative's deed 0 tile deed. Seller, provided another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. Unless otherwise specified in §30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined in §38-30-113 https://www.ctmecontracts.comleContracts/m_eCON/ContractstListing Cantracts/Print SC.__ 8/4/2020 RECEPTION#: 668173, 09116/2020 at 10:04:21 AM, Pgs 15 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 12 of 18 859 869 861 862 863 864 865 866 867 868 869 870 871 872 873. 874 875 876 877 878 879 880 881 832 883 884 865 886 887 888 889 890 89/ 892 893 894 895 896 897 898 899 900 901 902 903 904 905 906 907 908 909 910 911 912 913 914 915 916 91-7 918 919 920 921 922 923 924 925 926 927 928 929 930 931 932 933 934 935 936 (5)(a), C.R.S. 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not and previous years' taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or from any other source. 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. 15.2. Closing Services Fee. The fee for real estate dosing services must be paid at Closing by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller - Other nia 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter. Any fees incident to the issuance of Association's Status Letter must be paid by ®None ❑Buyer ❑Soller ❑One -Half by Buyer and One -Half by Seiler. Any Record Change Fee must be paid by ®.None ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seiler 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of nIa % of the Purchase Price must be paid at Closing by © None ❑ 6uyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller. 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at Closing by ®None ❑Buyer ❑Seller ❑One -Half by Buyer and One -Half by Seller_ The Private Transfer fee, whether one or more, is for the following association(s): n/a in the.total amount of n1a% of the Purchase Price or 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed $n/a for: ❑ Water Stock/Certificates ❑ Water District ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ nia and must be paid at Closing by® None ❑Buyer ❑Seller ❑One -Half by Buyer and One -Half by Seller 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by '1 None 06uyer ❑Seller ❑ One -Half by Buyer and One -Half by Seller. 15.8. FIRPTA and Colorado Withholding. 15_8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller ❑IS a foreign person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's foreign person status. !f withholding is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists. 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seiiers status. if withholding is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds, Seller should inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists, 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing Date, except as otherwise provided: 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and general real estate taxes for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing. ® Most Recent Mill Levy and Most Recent Assessed Valuation, 0 Other nla. 16.2. Rents. Rents based on ❑ Rents Actually Received ❑Accrued- At Closing, Seller will transfer or credit to Buyer the security deposits for ail Leases assigned, or any remainder after lawful deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such Leases. 16.3. Association Assessments. Current regular Association assessments and dues [Association https:/lwww.ctmecontraets.comleContractslm._eCONIContracts/Listing_Contracts/Print_SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 16 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 13 of 18 937 938 939 940 941 942 943 944 945 946 947 948 949 950 951 952 953 954 955 956 957 958 959 960 961 962 963 964 965 966 967 969 969 970 971 972 973 974 975 976 977 978 979. 980 981 982 983 984 985 986 987 986 989 990 991 992 993 994 995 996 997 998 999 1000 1001 1002 1003 1004 1005 1006 1007 1008 1009 1010 1011 1012 1013 1014 Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment assessed prior to Closing Date by the Association will be the obligation of ❑Buyer DSelIer, Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller. Seller represents there are no unpaid regular or special assessments against the Property except the current regular assessments and n/a. Association Assessments are subject to change as provided in the Governing Documents. 16.4_ Other Prorations. Water and sewer charges, propane, interest on continuing loan and n/a. 16.5. Rnal Settlement. Unless otherwise agreed in writing, these prorations are final. 17_ POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to the Leases as set forth in § 10.6.1.7. If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable to Buyer for payment of $ 100.00 per day (or any part of a day notwithstanding § 18.1) from Possession Date and Possession Time until possession is delivered. GENERAL PROVISIONS 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 18.1. Day. As used in this Contract, the term °day" means the entire day ending at 11:59 p.m., United States Mountain Time (Standard or Daylight Savings, as applicable). 18.2. Computation of Period of Days, Deadline. 1n computing a period of days (e.g., three days after MEC), when the ending date is not specified, the first day is excluded and the last day is included. If any deadline falls an a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline Will 0 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contraot, the Property, Inclusions or both will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 19.2. Damage, inclusions and Services. Should any Inclusion or service (including utilities and communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service isnot repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive Closing. 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify https://www.ctmecontracts.comleContracts/m eCON/Contracts/Listing__CantractssPrint SC... 8/4/2020 RECEPTION#: 668173, 09/1612020 at 10:04:21 AM, Pgs 17 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 14 of 18 1015 1016 1017 1018 1019 1020 1021 1022 1023 1024 1025 1026 1027 1028 1029 1030 1031 1032 1033 1034 1035 1036 1037 1038 1039 1040 1041 1042 1043 1044 1045 1046 1047 1048 1049 1050 1051 1052 1053 1054 1055 1056 1057 1058 1059 1060 1061 1062 1063 1064 1065 1066 1057 1068 1069 1070 1071 1072 1073 1074 1075 1076 1077 1078 1079 1080 1081 1082 1083 1084 1085 1086 1087 1088 1089 1090 1091 1092 Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price. 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 19.5. Home Warranty. [Intentionally Deleted] 19.6. Risk of Loss — — Growing Crops The risk of loss for damage to growing crops by fire or other casualty will be borne by the party entitled to the growing crops as provided in § 2.8 and such party is entitled to such insurance proceeds or benefits for the growing crops. 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that the respective broker has advised that this Contract has important legal consequences and has recommended the examination of title and consultation with legal and tax or other counsel before signing this Contract. 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, isnot paid, honored or tendered when due, or if any obligation is not performed timely as provided in this Contract ar waived, the non -defaulting party has the following remedies: 21.1. If Buyer is in Default: ❑ 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty and the Parties agree the amount Is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seiler may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both_ 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. Seller may cancel this Contract AiI Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 21.2. if Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both. 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses. 23. MEDIATION. if a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate 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 ar electronic as provided in § 27). Nothing in this Section prohibits either party from fling a lawsuit and recording a Irs pendens affecting the Property, before or after the date of written notice requesting mediation. This Section will not alter any date in this Contract, unless otherwise agreed, 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the Earnest Money, Eamest 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 and legal fees incurred with such adtion); or (3) provide notice to Buyer and Seiler that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money https://www.ctmecontracts.coi /eContracts/m eCON/Contracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09116/2020 at 10:04:21 AM, Pgs 18 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 15 of 18 1093 1094 1095 1096 1097 1098 1099 1100 1101 1102 1103. 1104 1105 1106 1107 1108 1109 1110 1111 1112 1113 1114 1115 1116 1117 1118 1119 1120 1121 1122 1123 1124 1125 1126 1127 1128 1129 1130 1131 1132 1133 1134 1135 1136 1137 1138 1139 1140 1141 1142 1143 1144 1145 1146 1147 1148 1149 1150 1151 1152 1153 1154 1155 1156 1157 1158 1159 1160 1161 1162 1163 1164 1165 1166 1167 1168 1169 1170 Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of § 23 (Mediation). This Section will survive cancellation or termination of this Contract. 25. TERMINATION. 25.1. Right to Terminate. [f a party has a right to terminate, as provided in this Contract (Right to Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written notice was received on or before the applicable deadline specified in this Contract, If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate under such provision. 25.2. Effect of Termination. In the event this 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 right or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor to a party receives the predecessor's benefits and obligations of this Contract. 27. NOTICE, DELIVERY AND CHOICE OF LAW, 27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing, except as provided in § 27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage 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 be received by the party, not Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or Internet andlor CTMe contracts. 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address of the recipient, (2) a link or access to a website or server provided the 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 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 be a full and complete contract between the parties. 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, indemnity, Insurability, Due Diligence and Source of Water. ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 1. Dale Will, Acquisitions Director for Pitkin County Open Space and Trails will recommend approval of this purchase to the Pitkin County Board of Commissioners_ However, final approval of the purchase contract must come from the Board of County Commissioners after. two (2) public meetings as provided in Paragraph 2 of the ADDENDUM 1. Dale Wills signature on this contract is only for recommendation of approval and is not binding upon the Board of County https://www.ctmecontracts.cornleContractslm_eCCN/Contxacts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 19 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 16 of 18 1171 - Commissioners. - 2. SURVEY: Seller will only provide the BOUNDARY SURVEY PREPARED FOR KOUKLA, LLC by Wilmore and Company, dated Qctober. 27, 2008. This property is now owned by Pitkin County Open Space and Trails and surrounds the Subject Property, with all corners of the Subject Property set in place. 3. The well on the Property (permit #54638) shall be transferred to Buyer at Closing by title company. 31. OTHER DOCUMENTS. 31.1. The following documents are a part of this Contract: EXHIBIT A, LEGAL DESCRIPTION ADDENDUM I nIa 31.2. The following documents have been provided but are not a part of this Contract: E SIGNATURtS I Oa Mgr Arenwe areaty-, tql4r &At, Oise 4 ! P-44 Date: 814/2020 Buyer Board of County Commissioners of Pitkin County By: Dale Will, Acquisitions Director, Pitkin County Open Space and Trails Address:530 E Main Street #202 Aspen CO 81GI I Phone: 970 920-5203 Fax: Email Address: dale.will@pitkincounty.com Inftials YEITSS OTIATORr. S4e.ven F. C it l Sep-09-2020 Buyer: Board of County Commissioners of Pitkin County By: Steve Child, Chairman, Pitkin County Board of Commissioners Address: Phone: Fax: Email Address: steve.childJpitklncounty.com [NOTE: If this offer is being countered or rejected, do not sign this document. InitTals SFC sawn & NAME Initials https://www.ctmecontracts.comleContracts/m eCON/Cantracts1Listing_Contracts/Print_SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 20 of 30, Janice K. Vos Caudill, Pitkin County, CO Page 1.7 of 18 — Seller. Ernest J. Gerbaz / Address:904 Palmer Ave. Glen n+ c d Springs CO 81601 Phone: 970 945-6372 Fax: Email Address: SELLER'S SIGNATURE Seller Marjorie Gerbaz- Address:904 Palmer Ave. Glen ood Springs CO 8160 Phone: 970 945-6372 Fax: Email Address: Initials Initials SEJ ER88IGHMURE Seller: Edna J. Gerbaz Ems-.._ 9th GlenwoodSp 'rigs CO 81601 Address:707 Street 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 ❑ Does IS 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 Eamest 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 Buyer as a ❑ Buyer's Agent ❑ Transaction -Broker in this transaction. ❑This is a Change of Status https:/lvvww.ctmecontracts.comleContra.cts/m eCON/Contracts)Listing_ContractslPrint_SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 21 of 30, Janice K. Vas Caudill, Pitkin County, CO Page 18 of 18 ® Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker's brokerage relationship With Seller. Brokerage.Finn's compensation or commission is to be paid by ® Listing Brokerage 0 Buyer ❑ Other nia. Brokerage Firm's Name: RE/MAX Mountain West Brokerage Firm's License #: EC 50610 Date: 8/4/2020 Broker's Name: Michael Kennedy Broker's License #: EA 781235 Address: 985 Hwy. 133 Carbondale, CO 81623 Ph: 970-9634940 Fax: 970-963-9163 Email Address: mikekennedyjsopris.net 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker 0 Does 0 Does Not 0 ova) 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 Holder's receipt of the executed written mutual instructions, provided the Eamest 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 0 Seller's Agent 0 Transaction -Broker 0 (n/a) ❑ This is a Change of Status. ❑ Customer. Broker has no brokerage relationship with Seiler. See § 32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ® Seller 0 Buyer 0 Other n/a Brokerage Firm's License #: Broker's License #: Brokerage Firm's Name: RE/MAXMountain West Broker's Name: Address: 985 Hwy. 133 Carbondale, CO 81623 Ph: 970-963-1940 Fax: 970-963-9163 Email Address; mikekennedy©soprts.net EC 50610 EA 781235 Date: 8/412020 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) - ©2020 MRI Software LLC - All Rights Reserved https:1/www.ctinecontracts.com/eContracts/m eCONJContracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 22 of 30, Janice K. Vos Caudill, Pitkin County, CO E 1!L3.i fr6 AL -D5LOFT! 61`i A tract of land situated in the SEV4 of Section 17, Township 10 South, Range 88 West of the 6th I',M., Pitkin County, Colorado; said parcel lying easterly of Redstone Road and being more partcu- Iady described as follows: Commencing at the East quarter corner of said Section 17, a Brass Cap in place; thence S. 10'33'I4"W. 1017.24 feet to a fence corner in place, the True Pajnt of Beginning; thence S. 89°55'04"W, 167.55 feet to a fence corner in place; thence S. 12"46'30"Vie. 136.96 feet to a fence angle point In place; thence S.09'00'30"W, 62.85 feet to a fence angle ,point in place; thence S.02°16'26"W. 199,86 feet to a fence angle point in place; thence S,96 37'40'W. 43.40 feet to a fence corner in place; thence N.89°54'34"E. 213,62 feet to a .fence corner In place; thence N.00°1.5'23"E. 399.62 feet to a fence angle paint in piece; thence N 07°39' 11'E, 39.09 feet to a fence corner in place, to Trite Point of Beginning; said parcel containing 1.976 acres more or less. THIS DEED IS A CORRECTION DEED•GIVEN SOLELY TO CORRECT THE ERRONEOUS DESCRIPTION OF THE REAL iPROPERTY DFSCR€BED IN THE WARRANTY DEED FROM REES LLEWELLYN TO THE GRANTEES DATED AUGUST 27, 1959, AND RECORDED AUGUST 28, 1959, IN BOOK 188 AT PAGE 417 OF THE RECO:ZDS OI; PITKIN COUNTY AS RECEPTION NO. 108485. THE GRANTOR HEREIN IS THE SUCCESSOR Itil1NTEREST TO THE OWNERSHIP OP ALL PROPERTY OF REES LLEWELLYN ADJACENT TO THE PROP RTY OF THE GRANTEES. RECEPTION#: 668173, 09/1612020 at 10:04:21 AM, Pgs 23 of 30, Janice K. Vos Caudill, Pitkin County, CO ADDENDUM 1 TO CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN Ernest J. and Marjorie Gerbaz and Edna J. Gerbaz, AS SELLER AND THE BOARD OF COUNTY COMMISSIONERS OF PITIKW COUNTY, COLORADO AS BUYER DATED August 4, 2020. This Addendum is made a part of that certain Contract to Buy and Sell Real Estate dated August 4, 2020 (the "Contract") between the Board of County Commissioners of Pitkin County, Colorado, as buyer ("Buyer") and Ernest J. and Marjorie Gerbaz and Edna J. Gerbaz, 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. Seller has provided the BOUNDARY SURVEY PREPARED FOR IKOUKLA, LLC by Wilmore and Company, dated October 27, 2008. At the Buyer's election, on or before the Current Survey Deadline, Buyer may procure a more current Improvement Survey of the Property certified by a licensed Colorado surveyor, 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 additional survey shall be borne by Buyer. 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 Lo- be -issued title policy standard printed exception Nos. 1-4 at no cost to Buyer. In the event any survey referenced in this paragraph discloses matters which in the Buyer's opinion constitute defects in the merchantability of Seller's title, Buyer must give Seller written notice of such unsatisfactory title condition(s) no later than the Title Objection Deadline. If Buyer in fact gives such notice to Seller in a timely manner, the provisions of § 9,3 of the Contract shall apply thereto. If no such notice is timely given, Buyer shall be deemed to have waived any objections to matters shown on the Improvement Survey. 2. County Approval. Notwithstanding the signature hereto by the Open Space and Trails Acquisitions Director recommending approval, the obligation of Buyer to perform hereunder is expressly conditioned upon the adoption by the Pitldn 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 team "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 tennis differing from the terms of this RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 24 of 30, Janice K. Vos Caudill, Pitkin County, CO 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 clear of all liens and encumbrances, all right, title and interest of Seller. 4. Notices. Any notice, demand or document which either party is required or may desire to give, deliver or make to the other party shall be in accordance with § 27 of the Contract to the following: To Buyer: Board of County Cotnrnissioners ofPitkin County c/o Dale Will, Acquisition Director Pitkin County Open Space and Trails 530 East Main St., Suite 302 Aspen, Colorado 81611 Date.will@pitkincountv.com With Copies to: The Pitkin County Attomey's Office 530 East Main St., Suite 301 Aspen, Colorado 81611 Attorney�)u,pitkinc aunty, cola To Seller: 904 Palmer Ave. Glenwood Springs, CO 81601 With a Copy To: Mike Kennedy, RETMAX Mountain West, 0985 Hwy 133 Carbondale, CO 81623 Any notice, demand or document so given, delivered or made by United States mail shall be deemed to have been given three (3) days after same is deposited in the United States mail as a certified matter, addressed as above provided, with postage thereon fully prepaid. Notice by facsimile, e-mail or internet delivery shall be deenned given upon date of transmission and notice by personal delivery shall be deemed given when received. 5. Miscellaneous. (a) Saturday. Sunday or Holiday, If any time period referred to in this Contract shall end on a Saturday, Sunday or legal holiday, such time period shall automatically be extended to the first regular business day thereafter. (b) Controlling Law. This Contract shall be construed in accordance with and. RECEPTION#: 668173, 09/1612020 at 10:04:21 AM, Pgs 25 of 30, Janice K. Vos Caudill, Pitkin County, CO • 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 re ated 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) Counterparts. This Contract (or any amendments, modifications or extensions hereof) may be executed in several counterparts and, after execution and as executed, . shall constitute an. agreement binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. • (d) • further Assurances. Each of the parties agree to execute, acknowledge, delivers fIe 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 •'aets as the other party may reasonably require in order to carry out the intentions of this Contract and the transaction contemplated hereby. (e) Survival AII,of the warranties and representations contained in this Contract of an. ongoing nature or intended to survive shall suz vise the actual closing of the transaction contemplated thereby. (f) Construction. No provision of this Contract : all 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 siren -in -red such provision. It is the intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act, nor shall tilts Contract be construed against such party by virtue of its actions in retaining the •scrivener. (g) Attorney Fees. In the event of any action for breach of, to enforce the provisions of, or otherwise involving this Contract, the court in such action shall award a reasonable sum as attorney fees to the party who, in light of the issues litigated and the court's decision on those issues was the substantially prevailing party in the action_ If a party voluntarily dismisses an action, a reasonable sum as attorney fees shall be awarded to the other party. RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 26 of 30, Janice K. Vos Caudill, Pitkin County, CO SIGNATURES Recommended Approval By: Dale Will � C6:; ' � � � 7 e , Open Space and Trails Acquisitions Director Date Buyer's Name: Board of County Commissioners of Pitkin County - . Buyer's ..S4even F. CLtt Sep-09-2020 ignore By: Steven F. Chi -in -lair . . Date Address: 530 E. Main Street, Suite 302, Aspen CO 81621 Phone No. (970) 920-5200 Fax No.: (970). 920-5198 Electronic Address:: c/o 'cliard.ne vgpitldncountv.cam Seller's By: .'. Address: e cLA, Signature Date Phone No.: Fax No.: EIectronic Address: 'DATE [Note: If this offer is being countered or rejected, do not sign this document. Refer to § 321 END OF CONTRACT TO BUY AND SELL REAL ESTATE RECEPTION#: 668173, 09/1612020 at 10:04:21 AM, Pgs 27 of 30, Janice K. Vos Caudill, Pitkin County, CO ificate Di Completion Envelope Id: 948576FDD7774C6993C3D55077EFEDFA Subject Please DocuSign: GerbazKsigned by Dale and Seller.pd! Source Envelope: Document Pages: 23 Signatures: 2 Certificate Pages: 4 Initials: 1 AutoNav: Enabled - Envelopeld Stamping: Disabled Time Zone: (1JTC-07:00) Mountain Time (US & Canada) Docu . Status: Completed Envelope Originator. Jeanette Jones 530 East Main Street Suite 203 Aspen, CO 81611 Jeanette jones@ pitkincounty_cam IP Address: 63,246,134.228 OSECURED cord Tracking: Status: Original 9/9/2020 2:10:37 PM Holder: Jeanette Jones jeanetteJones@pitkincounty.com Location: DocuSign Signer.Events: Signature; • Tirnestamp ..° Steven F. Child steve.child@pltkincounty.com Pitkin County Commissioner Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/9/2020 4:10:43 PM ID: 57f808e53455-4293-a004-003ac42e52f2 Company Name: Pitkin County, Colorado 5 F. Cf..1d. Signature Adoption: Pre -selected Style Using IP Address: 184.63.31.53 Sent: 9/9/2020 2:14:38 PM Viewed: 9/9/2020 4:10:43 PM Signed: 9/9/2020 4:12:26 PM n Peraorr Signer E►ierrts Signature. • Timestamp ° z. EQifor Delivery E►►erts Status �4 gent::Dellvery°Events Status: Timestamp • • Tiirnesteinp M1 _ 3 Inter niediar y Delivery Events Status.= . • Timestamp., Certifed.Delivery. Events: Status! • Carbon 630 Events Status: Timestarnp Tirhestamp ° Witness Events Signature: . T'imestamp rotary EventsSignature { Timestamp Envelope Summa&yFvente. Envelope Sent Certified Delivered Signing Complete Completed Status` Hashed/Encrypted Security Checked Security Checked Security Checked • Tiriiestarnps • " 9/9/2020 2:14:38 PM 9/9/2020 4:10:43 PM 9/9/2020 4:12:26 PM 9/9/2020 4:12:26 PM Oaymer it •Events. - • StatOs Electronic Record and Signature Disclosure, ' . .Tlmestamps RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 28 of 30, Janice K. Vos Caudill, Pitkin County, CO Electronic Record and Signature Disclosure created an: 3/20/2020 3:28:13 PM Parties agreed to: Steven F. Child ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the'I Agree' box, I confirm that: • I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided. • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 29 of 34, Janice K. Vas Caudill, Pitkin County, CO Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph inunediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 30 of 30, Janice K. Vas Caudill, Pitkin County, CO You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email messageto us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive ;F ure notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.