The URL can be used to link to this page

Home My WebLink Aboutbocc.ord.026.2016 ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AUTHORIZING ACQUISITION OF THE SW 1/2 OF THE ROLLAND T. LODE AND SW 1/2 OF THE MAMIE W. LODE PROPERTY ORDINANCE NO. C,9C -2016 I. The Voters of Pitkin County and the Pitkin County Commissioners established an Open Space and Trails Fund for the purposes of preserving and providing open space and trails resources, and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds. 2. The Open Space and Trails Program is charged with protecting agriculture, open space,habitat, scenic view planes,water rights and river access. 3. The SW 1/2 of the Rolland T. Lode and the SW 1/2 Of the Mamie W. Lode (the "Property") owned by Robert Small and legally described as attached in Exhibit A which possess scenic,natural,wildlife, and natural resources. 4. On November 3, 2016, the Pitkin County Open Space and Trails Board recommended that the BOCC approve the proposed Contract and Ordinance. 5. The Board finds that adoption of this ordinance is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this ordinance and legislation to be effective immediately upon adoption. NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado that: I. The Board approves an expenditure of up to $1,400,000 for the Property of approximately 10.331 acres and transaction costs up to $10,000. 2. Upon approval of the form by the Open Space Acquisition Director and County Attorney, the Chair is authorized to execute the contract. 3. Upon approval of the form by the Open Space Acquisition Director and County Attorney, the Chair is authorized to execute other documents needed to consummate this transaction. RECEPTION#: 635190, 01/04/2017 at 11:09:21 AM, 1 OF 29, R $0.00 Doc Code ORDINANCE Janice K. Vos Caudill, Pitkin County, CO 4. That adjustments be made to the year 2016 budget as follows: OPEN SPACE AND TRAILS FUND Previous This Revised Budget Chance Project Budget Acquisition Cost $ 0 $1,500,000 $1,500,000 Donation $ 0 $ (100,000) $ (100,000) Estimated Transaction Costs $ 0 $ 10,000 $ 10,000 Total Expenditures $ 0 $1,410,000 $1,410,000 INTRODUCED AND FIRST READ ON THE 7th DAY OF DECEMBER, 2016 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 21ST DAY OF DECEMBER 2016. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDIN NCE PUBLISHED. IN THE ASPEN TIMES WEEKLY ON THE DAY OF t 2e ee n...4.a r , 2016. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE( www.pitkincounty.com ) ON THE 44- DAY OF OtC.,kt,S4 v 2016. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 9( a-1 DAY OF TJX . 2016. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE DAY Or,A,tqC,en,L y 2016. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com)ON THE1-348DAY OF 1�, ..cereµ eq 2016. ATTEST: BOARD OF COUNTY COMMISSIONERS By;. e /UI " im By: 014 Al / Jeal to Jones ache) E. Richards, Chair De. ty County Clerk/ Date: /9-ger -a0/G APPROVED AS TO FORM: MANAGER APPROVAL L 1 Yr. John�hounty Attorney Jon P a ck, County Manager Gary Tennenbaum, Director Open Space and Trails EXHIBIT A The Southwesterly one-half of the Rolland T. and the Mamie W. bodes, U.S.M-S. No. 6545. in Section 34. Township 9 South, Range 84 West of the 6th P.M., Woody Mining District, as described in Patent Number 19746. issued February 23, 1892 and recorded in Book 175 at Page 260, being bounded on the Northeasterly side by a line one-half way between and parallel to the end lines of said lodes, as further described in the Deed recorded in Book 43 at Page 117. (4,1 cacc -`u!6 Rolland & Mamie Property •• L nano 4 Corner /I. � 4 a �, s Ase ImM .i3 `rl > so Legend z � , I Open space(fee simple) Rrcrwnmul Road 9Taw,I e;m,rV , f4erarnn srne Far a Nrx,n^al ran (SFS i'%CO'' Rnllnn/Marcia➢mre.p Sinxle TrcrN Trail Wildernea�Am Rolland and Mammie Lodes i a..sov BFI STATEOF CC USS ROB W�lan_A11 ROB =Rm Briar Elb I I 3'� 0 0 90 180 360 Feel a.t R I The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 (CBS4-8-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (LAND) 9 (❑x Property with No Residences) l0 (❑ Property with Residences-Residential Addendum Attached) 1I 12 13 Dale: 10/25/2016 14 AGREEMENT 15 I. AGREEMENT. Buyer, identified in §2.1, agrees to buy, and Seller, identified in §23, agrees to sell, the Property 16 described below on the terms and conditions set forth in this contract(Contract). 17 2. PARTIES AND PROPERTY. 18 2.1. Buyer. Buyer, Board of County Commissioners of viUdn County.Colorado _ ,will take title to the Property 19 described below as ❑Joint Tenants ❑Tenants In Common ❑Other 20 2.2. Assignability and Inurement. This Contract ❑ Is ❑ Is Not assignable by Buyer without Seller's prior written 21 consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, personal representatives, 22 successors and assigns of the parties. 23 2.3. Seller. Seller, Robert D.Snail is the current owner of the 24 Property described below. 25 2.4. Property. The Property is the following legally described real estate in the County of Ma ,Colorado: 26 SW 1/2 of the Rolland T. Lode and the SW 1/2 of the Mamie W. Lode U.S.M.S. #6545, County of 28 Pitkin, State of Colorado . 29 30 known as No. 31 Street Address City State Zip 32 together with the interests,easements, rights, benefits, improvements and attached fixtures appurtenant thereto,and all interest of 33 Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property). 34 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 35 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract. 36 Other Fixtures: i7 n/a 38 39 If any fixtures are attached to the Property after the date of this Contract,such additional fixtures are also included in the Purchase 40 Price. 41 2.5.2. Personal Property. If on the Property, whether attached or not,on the date of this Contract,the following 42 items are included: 43 n/a 44 45 Other Personal Property: 46 n/a 47 48 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes (except 49 personal property taxes for the year of Closing), liens and encumbrances,except 50 Conveyance will be by bill of sale or other applicable legal instrument. 51 2.5.3. Trade Fixtures. With respect to trade fixtures,Seller and Buyer agree as follows: 52 n/a 53 CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 1 of 17 54 The Trade Fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes(except personal 55 property taxes for the year of Closing),liens and encumbrances,except . Conveyance 56 will be by bill of sale or other applicable legal instrument. 57 2.6. Exclusions. The following items are excluded(Exclusions): 58 n/a 59 60 3.7 64 ❑ MTh .. _ _. .. ea 63 deedaaa e:-GGe;ing. 66 0 3.7.3. 13th., R:gLL R-1•44.-g L. W_te.. Th_ f Ile..:..g-nghL n.leliag .o ...t., net :a.L.ded :. §§ 2.'.I, 2.7.3, 67 68 69 70 0 367=3; . :..... .: .. : : .:.'_: '. : _.. : : . :::. - - 44 ,. _ ., . . . . .. , 47 U 347-4. 4.9 82 • 84 85 2& 6.....Ls C,.,r.. W:O....r..it.,gn,..i..e..,..v.. 86 87 88 3. DATES AND DEADLINES. Item No. Reference Event Dale or Deadline 1 §4.3 Alternative Earnest Money Deadline December 73,•1016 Title «. ;t=<'x -r 2 §8.1 Record Title Deadline November 9,2016 3 §8.2 Record Title Objection Deadline November 23 2016 4 §8.3 Off-Record Title Deadline November 9.2016 5 §8.3 Off-Record Title Objection Deadline November 23,2016 6 §8.4 Title Resolution Deadline ore,nbr],2016 7 §8.6 Right of First Refusal Deadline rva Owners'Association 8 §7.3 Association Documents Deadline rva 9 § 7.4 Association Documents Objection Deadline Na Seller's Property Disclosure 10 § 10.1 Seller's Property Disclosure Deadline November 9,2016 Loan and Credit :,aa -- t :°M1a ;,71 I §5.1 Loan Application Deadline rva 12 §5.2 Loan Objection Deadline nig 13 §5.3 Buyer's Credit Information Deadline rv. 14 §5.3 Disapproval of Buyer's Credit Information Deadline rve 15 §5.4 Existing Loan Documents Deadline rva 16 §5.4 Existing Loan Documents Objection Deadline rve CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 2 of 17 Item No. Reference Event Date or Deadline 17 5.4 Loan Transfer Approval Deadline N. 18 4.7 Seller or Private Financing Deadline ,v. Appraisal ,. ';54{#-1 19 6.2 Appraisal Deadline N. 20 6.2 Appraisal Objection Deadline Na Survey 1..32oae3fiP,+'695 ?at- .; ft...r;. 21 9.1 Current Survey Deadline nix 22 9.2 Current Survey Objection Deadline nix 23 9.2 Current Survey Resolution Deadline Se Inspection and Due Diligence tk, "`', d?fS.bti;l - 24 10.2 Inspection Objection Deadline Nevemeer23,2016 25 10.3 Inspection Resolution Deadline December 7,2016 26 10.5 Property Insurance Objection Deadline we 27 10.6 Due Diligence Documents Delivery Deadline oeceneer2,2015 28 10.6 Due Diligence Documents Objection Deadline D.umterle,2015 29 10.6 Due Diligence Documents Resolution Deadline Dec.mber23 2015 30 10.6 Environmental Inspection Objection Deadline Demmer 7.2016 31 10.6 ADA Evaluation Objection Deadline n1. 32 10.7 Conditional Sale Deadline in 33 11.1 Tenant Estoppel Statements Deadline nre 34 11.2 Tenant Estoppel Statements Objection Deadline m. Closing and Possession ' S.r..e +" , _i_ 35 12.3 Closing Date December29,2016 36 17 Possession Dale December 29.2016 37 17 Possession Time 2prn. 38 28 Acceptance Deadline Date October 28.2016 39 28 Acceptance Deadline Time 5P.m. 89 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. Any box, 90 blank or line in this Contract left blank or completed with the abbreviation"N/A",or the word "Deleted" means such provision, 91 including any deadline, is not applicable and the corresponding provision of this Contract to which reference is made is deleted. 92 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract. 93 4. PURCHASE PRICE AND TERMS. 94 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: Item No. Reference Item Amount Amount 1 §4.I Purchase Price $ 130000000 .. fr8 ,�1,2 "1 2 §4.3 Earnest Money • '^ S 50.000.00 3 §4.5 New Loanvnt S 4 §4.6 Assumption Balance 5 §4.7 Private Financing _ $ 6 §4.7 Seller Financing $ 7 8 9 §4.4 Cash at Closing t 1) )8)143rr .)., $ 10 TOTAL $ 1.300.00000 S 50,50000 95 4.2. Seller Concession. Seller, at Closing, will credit, as directed by Buyer, an amount of S to assist 96 with any and all of the following: Buyer's closing costs,(Seller Concession).Seller Concession is in addition to any sum Seller has 97 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate 98 of what is allowed by Buyer's lender as set forth in the Closing Statement,Closing Disclosure or HUD-I,at Closing. 99 4.3. Earnest Money. The Earnest Money set forth in this section,in the form of Check orwire will be 100 payable to and held by Land Title Guarantee Company (Earnest Money Holder), in its tmst account, on behalf of both 101 Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 3 of 11 02 an Alternative Earnest Money Deadline(§3)for its payment.The parties authorize delivery of the Earnest Money deposit to the 03 company conducting the Closing(Closing Company), if any,at or before Closing. In the event Earnest Money Holder has agreed 04 to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to 05 Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the 06 Earnest Money Holder in this transaction will be transferred to such fund. 07 43.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 08 time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline(§3). 09 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to 10 the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in §25 and,except as provided 1 I in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute 12 and return to Buyer or Broker working with Buyer, written mutual instructions(e.g., Earnest Money Release form), within three 13 days of Seller's receipt of such form. 14 4.4. Form of Funds;Time of Payment; Available Funds. IS 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds,Cash at Closing 16 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 17 check,savings and loan teller's check and cashier's check(Good Funds). 18 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer,must be 19 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 20 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this 21 Contract, ❑ Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 22 stated as Cash at Closing in§4.1. 23 I:fr. N.... Lan 424 4:571. .. . . . .. _ . . . .. ., .. . . ... 445 w.A:,L...d:..,,....1 r.,: t.,r._r..:J i1...._.. d L.... L_a,_.._r,.:na L, L..J.... . 426 4.5.2r Bt,e. M.y &Ler ria-...1.p Bi,' m.r p.., L• ..n,l. o, ,eLet Ewn_:na err.,,priote _.4 _„_pL.LI. to 429 ❑CG..,MienN❑Other 4-40 4a2 -: , : .. , : : : : .: _ - ❑ Rea1Eslaie3+aes 433 ❑ ❑ 434 7777 434 .4._.ceed ...will B..t.x...d S _ „e. prin.:pal and. . 7777 447 xvhixl........,..ti. ..,.,....i..f_..,I...r..;. a Cern B.,cr..t CLs:.,g to Is. ;,.e...e:n.d L, .,.e,.than S ,th_.. D..,e. hes 438 _ 439 Seller ❑ Will ❑ WIN N t b_ ,..{;a..d fw,n,1:..bilit en :e:J L,.:n. If-epplL_bk, 140 ❑u,.„r L_(._Lo.... T.....f_. Arpr.val D...dlnt(§3) ❑at CL,.:_s.d 142 ie..,...,.,....t n.A.e d$ 443 4.9. Selleree-Pr,.,.t. hwneing. 444 . ...' .. . _ :. . r. 445 11........I r.:xoL f..m.n_,.s. Ce..tn.et due.m_ats, .alk..exc.Apt,sh.,uld b.p..p...d by a 446 . : : :,: :.. : _. 447 of f,..,....L.a,:....h.d:..a..hdl._.e. net..ra,t, is..,.mrt Lem th.I..... 441 4.9.1. SIL. FI...rwL.g.if D..,e.-.to p..,all e.e,.3 p.,dsn„f th.R.rehn,e-P :._ ..:,h G.ALr G.aw:n (ft 1.1),❑ 449 Bayer ❑ _ .- • ••:..: - : , : . :.. 444 454 4.73.1. &IL. M.y T.........t.. if S.Ileri..to pe,.:d. 5.11.. L..d.,....g(§4.p,d.:.C,,..tn of L.3tNa;,.ne1 452 ep.a Sll.r J_t 'ns. ••h_.h., 9.011 f..n.ne:ne satisfaetay a,th.6.11.,.:rkludi,.g @s-pe,m...b,Lde...t._c,L......,Bandit:en.. 434 Dt.dIi....1§3).:fseers Se1L, fn.n_:..g-Ln„ts..Cefeet.,q to the SIL.,e.6_II_,b..,,k 444 4,9,}. Be,.. M.., T.....L.1.. If 0,.,_. i, t.,.. . ref.—_ 463 _ . ' 4.58 (53), . - •. . . 7 . . . '' '; 159 subjeelwedisarcr.tim . . . . .. 160 CBSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 4 of 17 161 TRANSACTION PROVISIONS 162 5: . . 163 5.4. .. . . _ . .. .. .. .. .. . - ._ 163 ; . . '-_, : . . . . , . :- . 366 367 . . . . 148 6.e:1.A,:l1„p,..._..L-. :.....ad.at.,t.....t,senSCen_,and .e.t of.a_I.N....Loon. This..,..Jd:.,..L.L. Th.. iia 5.5. • . . iib . .. - ._ _ . . - . .. - 179 in tl.i.L.....,a.ti,,... If II_C.J..t Cb.e.g ..L:,Dam.s s.t fe.dr:.. § 1.1 of th:3 Contr...t-,.II.-4 ,ii.e 11:5,141..T 4-80 §25.1. on or b_fe.. Clo..:ng. If Sent% dis_prte.as-ef 0_}.r'.. f.n_ne:el ebiliq a. S.Ale.'.. sUe __bjeJi.e 182 (§3). - . . . . 4-83 . . . .. - .. ,, . 485 .:.J. L....Ct.,f 6..,..., this C.,..L....t 1..e..4.:on..1 Alen Burr's ...4...v and-kpn,vol of Ih.. paanAie....of de.a..tents. 186 . . _ . . - . . . . . . . . . . - . . i89 .. . .. . .. . . . . ' . . . . _ 192 in§-456. 193 6: SONS. 193 6+ 6...J.. P...r...f, R.v..6.......a. If0.. lender:...He;aa.., ..v..L......d...r..r..:.�(R..�u6_.....L,) .L •....J. N 493 d...P..,r_.., (.. ...—•L..r..:..._,...i..C..b),L,.,..J tl»x..._R...._).,..,J, ..a.....'t..L, 6.1I_r:..tl.:_C....L....t,S.II.r h...R. R:51.11. 4-96 . . . . . . +9i :- . - - 700 wkti.. bj fnyee 202 fare.:..§ 1.5.3,e. :f_._.1.6_....._L...,G.....-f.....»:..a),§6.2.1 ..rrh.r. 203 62.1. E....._t::...wU011.... 0.,e. 1.10 ii... ..ek ept:en and .1.:Ce,,to a.....a.a:. tL:. Canine( :f Jrc Prepey'3 294 s.L...C.,..,.A. Jig......M,...:s_. ..,a..a.d....b.h..lfaf i- t._ ...__._._ 303 206 T.....i..96 L..d.r §25.1,a,.or b.Lre Ar.prn:.d Ob;.J:ee 0._dk.»(§3), :1 R. Prepay'„ ...La;%.. :. L.,.L.... J.- P...1..- 204 R:..o..d Sell..'.....:rt.f a.er,f efs.ch app,&.ol o. ...:ti.....eti.. fe,m L.A. that.enf,..... .h. P.,,pe..f'. .rl.stio.. is 208 ks II,.,,tl..P....hos.P.:.e. a:.§6.2.1 .f.. IL.-,1,_L....f.t of 6_,... 209 230 ❑ Beyer ❑ .- : - : :. :'.; . .. ::: . - ::. :.. :'-. .. .,.. ;: - 211 k..d...',aa...l trail d..... 2H - 2+t 7} ... 7-13 {.hewing: CBS48-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 5 of 17 246 243 ' 248 3,43 - ' neeringt 219 .. •,. ' 224 2221 • _. :.-a : • .: _ '. • _ . _ _ .-. 224 . 224 7."E 226 - - 223 - 22s 229 .- - - • - . . - - -- - - ' - - - - - - - - 234 - • • 232 . 233 234 - . . 233 - -- • - 236 • • - - - -• .. -- - - - 233 239 THE tESOCMTION. 240 33 244 0 243 . 244 Bb,er, 243 246 - .... . . . . _ . . . 244 N.,n. If...:tl... L.,..:..this§ 7.3:.eh.042d,the p.e.L:ensof§7.3.1 .p,.y 248 3:4. E,...da:.....1.,.. B..r..'. R...:..:. 8,.,_r hs 11.. .;1t t°._,:ea tL_ As.....;aK.,.. U........,,t.. B.,.. h....ll.. R:b' 0 259 . .,: - . : . . •- : - ': - -: : . . _,. , _. . . 232 • - -. _. . . . . . - . 233 N._ A...._:a1:e.. De...nt_.....,er i£B..,e.L N.A;_..t_T... ' at. -e-Id..tl.....:.,.h...y..f..d L.b......J..d L, S..II_. -kr Clueing 257 _ - . . .. . . 258 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 259 8.1. Evidence of Record Title. 260 8.1.1. ❑X Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 261 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline(§3), Seller must 262 furnish to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the 263 Purchase Price,or if this box is checked, ❑ an Abstract of Title certified to a current date. Seller will cause the title insurance 264 policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 265 8.1.2. ❑ Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 266 company to furnish the owner's title insurance policy at Buyer's expense.On or before Record Title Deadline(§ 3),Buyer must 267 furnish to Seller, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the 268 Purchase Price. 269 If neither box in §8.1.1 or§8.1.2 is checked, § 8.1.1 applies. 270 8.13. Owner's Extended Coverage(OEC). The Title Commitment ❑X Will ❑ Will Not commit to delete or 271 insure over the standard exceptions which relate to: (I) parties in possession, (2) unrecorded easements, (3) survey matters, (4) 272 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, 273 assessments and unredeemed tax sales prior to the year of Closing (OEC). If the title insurance company agrees to provide an CBS4-S-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page6 of 17 274 endorsement for OEC,any additional premium expense to obtain an endorsement for OEC will be paid by 0 Buyer ❑X Seller 275 ❑One-Half by Buyer and One-Half by Seller ❑Other 276 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 277 8.1.4. Title Documents. Title Documents consist of the following: (I) copies of any plats, declarations, 278 covenants,conditions and restrictions burdening the Property,and(2)copies of any other documents(or,if illegible,summaries of 279 such documents)listed in the schedule of exceptions(Exceptions)in the Title Commitment furnished to Buyer(collectively, Title 280 Documents). 281 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline(§3),copies of all 282 Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the 283 county where the Property is located.The cost of fumishing copies of the documents required in this Section will be at the expense 284 of the party or parties obligated to pay for the owner's title insurance policy. 285 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer copies of any abstracts of title covering all or any 286 portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline(§3). 287 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 288 Title Documents,as set forth in § 8.4(Right to Object to Title,Resolution)on or before Record Title Objection Deadline(§ 3). 289 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title,notwithstanding§ 290 13,or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title,Title Commitment or 291 Title Documents are not received by Buyer,on or before the Record Title Deadline(§3),or if there is an endorsement to the Title 292 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title Commitment will be 293 delivered to Buyer.Buyer has until the earlier of Closing or ten days alter receipt of such documents by Buyer to review and object 294 to: (1)any required Title Document not timely received by Buyer, (2)any change to the Abstract of Title, Title Commitment or 295 Title Documents, or(3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of 296 Title Objection, pursuant to this §8.2(Record Title),any title objection by Buyer is governed by the provisions set forth in § 8.4 297 (Right to Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents 298 required by§ 8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection 299 by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title 300 Commitment and Title Documents as satisfactory. 301 83. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline (§3), true copies of all 302 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, 303 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without 304 limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Record 305 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 306 public records(e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of 307 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding § 8.2 308 and § 13), in Buyer's sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline 309 (§3). If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline (§3), Buyer has until the earlier of 310 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to 311 Terminate or Notice of Title Objection pursuant to this§8.3(Off-Record Title),any title objection by Buyer and this Contract are 312 governed by the provisions set forth in §8.4 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to 313 Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such rights,if any, 314 of third parties of which Buyer has actual knowledge. 315 8.4. Right to Object to Title, Resolution. Buyer's right to object to any title matters includes,but is not limited to those 316 matters set forth in§§8.2(Record Title),8.3(Off-Record Title)and 13(Transfer of Title),in Buyer's sole subjective discretion. If 317 Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following options: 318 8.4.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice 319 of Title Objection)on or before the applicable deadline,and if Buyer and Seller have not agreed to a written settlement thereof on 320 or before Title Resolution Deadline (§3), this Contract will terminate on the expiration of Title Resolution Deadline (§ 3), 321 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive 322 objection to such items and waives the Right to Terminate for that reason),on or before expiration of Title Resolution Deadline 323 (§3). If either the Record Title Deadline or the Off-Record Title Deadline,or both, are extended to the earlier of Closing or ten 324 days after receipt of the applicable documents by Buyer, pursuant to § 8.2 (Record Title) or§ 8.3 (Off-Record Title), the Title 325 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 326 applicable documents;or 327 8.4.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under §25.1, on or 328 before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 329 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 330 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 331 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 332 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CBS48-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 7 of17 333 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 334 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 335 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 336 TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING 337 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 338 RECORDER,OR THE COUNTY ASSESSOR. 339 Buyer has the Right to Terminate under §25.1, on or before Off-Record Title Objection Deadline (§3), based on any 340 unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole subjective discretion. 341 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property ora right to approve 342 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the 343 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract,this Contract will terminate. 344 If the right of first refusal is waived explicitly or expires,or the Contract is approved,this Contract will remain in full force and 345 effect.Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval 346 of this Contract has not occurred on or before Right of First Refusal Deadline(§3),this Contract will then terminate. 347 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 348 carefully. Additionally,other matters not reflected in the Title Documents may affect the title,ownership and use of the Property, 349 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 350 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property, and 351 various laws and governmental regulations concerning land use,development and environmental matters.The surface estate may 352 be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include 353 transfer of the mineral rights or water rights. Third parties may hold interests in oil, gas, other minerals, geothermal 354 energy or water on or under the Property,which interests may give them rights to enter and use the Property.Such matters, 355 and others, may be excluded from or not covered by the owner's title insurance policy. Buyer is advised to timely consult legal 356 counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record Title Objection 357 Deadline(§3)and Off-Record Title Objection Deadline(§3)]. 338 9. Gl4.RRENT.-844147454-18.6V4EWi 359 363 Sue ,. 364 ❑ 9:1-.4: f..,r.e........I If thK,ha,,i.,.h.§9.1.1 :._h_ek_d,❑SeIer• ❑Wirer 363 b.ti.....t.,f...I...r...v...._..t 366 367 CcniTteesew14be on 0 ❑ _.Th-pallia abb.-that0,,.....t.,flL....AA 368 : -: :: : : : - : : : ,, 369 370 374 372 9r34 . . 373 ,•_ .. •_ . 371 373 9-k} . . . 376 •. . . . . .. .. . . ]. . - .., 377 _l._........L.C........&n..) mat Dar.r..y.i...&16r 1.,......•..4. 378 379 389 Ras.,lut:..n 0..dli...(§3),tK.Cemn.et ..:II l_....i..e1.e..tb_Ca.....t&me, R..a6/:..n 0.. Ii.._(I 3), 381 ,. - ,-. . _ - • . 382 6e...7 R..,el..Y:__0..d16..44 3). -. . . . 383 CBS4-$-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 8 of 17 384 DISCLOSURE,INSPECTION AND DUE DILIGENCE 385 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE 366 OF WATER. 387 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline(§3),Seller agrees to deliver to 388 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 389 by Seller to Seller's actual knowledge,current as of the date of this Contract. 390 10.2. Inspection Objection. Unless otherwise provided in this Contract,Buyer acknowledges that Seller is conveying the 391 Property to Buyer in an"as is"condition,"where is"and"with all faults." Colorado law requires that Seller disclose to Buyer any 392 latent defects actually known by Seller.Disclosure of latent defects must be in writing.Buyer,acting in good faith,has the right to 393 have inspections(by one or more third parties,personally or both)of the Property and Inclusions(Inspection),at Buyer's expense. 394 If(1)the physical condition of the Property, including, but not limited to,the roof, walls, structural integrity of the Property,the 395 electrical,plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions,(3)service 396 to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and 397 plumbing), (4) any proposed or existing transportation project, road, street or highway, or(5) any other activity, odor or noise 398 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole 399 subjective discretion,Buyer may,on or before Inspection Objection Deadline(§3): 400 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 401 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 402 Buyer requires Seller to correct. 403 10.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 404 Deadline (§3) and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 405 Deadline (§3), this Contract will terminate on Inspection Resolution Deadline (§3) unless Seller receives Buyer's written 406 withdrawal of the Inspection Objection before such termination, i.e.,on or before expiration of Inspection Resolution Deadline 407 (§ 3). 408 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 409 between the parties, is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at 410 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 411 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 412 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such 413 Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 414 any such liability,damage, cost or expense,or to enforce this section, including Seller's reasonable attorney fees, legal fees and 415 expenses. The provisions of this section survive the termination of this Contract. This § 10.4 does not apply to items performed 416 pursuant to an Inspection Resolution. 417 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of and premium for 418 property insurance (Property Insurance). Buyer has the Right to Terminate under §25.1, on or before Property Insurance 419 Objection Deadline(§3),based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 420 10.6. Due Diligence. 421 10.6.1. Due Diligence Documents. If the respective box is checked,Seller agrees to deliver copies of the following 422 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 423 Documents Delivery Deadline(§ 3): 424 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property; 425 10.6.1.2. Property tax bills for the last - _years; 426 10.6.1.3. As-built construction plans to the Property and the tenant improvements, including architectural, 427 electrical, mechanical, and structural systems, engineering reports, and permanent Certificates of Occupancy, to the extent now 428 available; 429 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 430 10.6.1.5. Operating statements for the past _ years; 431 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 432 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the 433 Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases): 434 435 436 437 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been 438 completed and capital improvement work either scheduled or in process on the date of this Contract; 439 0 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 440 for the past years; CBS4-e-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 9 ori, 441 ❑X 10.6.1.10.Soils reports,Surveys and engineering reports or data pertaining to the Property(if not delivered 442 earlier under§8.3); 443 ® 10.6.1.11.Any and all existing documentation and reports regarding Phase I and II environmental reports, 499 letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or 445 other toxic hazardous or contaminated substances,and/or underground storage tanks and/or radon gas. If no reports are in Seller's 446 ssession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller; 447 Li 10.6.1.12.Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of the 448 Property with said Act; 449 Z 10.6.1.13.All permits, licenses and other building or use authorizations issued by any governmental 450 authority with jurisdiction over the Property and written notice of any violation of any such permits,licenses or use authorizations, 451 if any;and 952 ❑ 10.6.1.14.Other documents and information: 453 454 455 456 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 457 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 458 discretion, Buyer,may,on or before Due Diligence Documents Objection Deadline(§3): 459 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 460 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 461 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 462 10.63. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on 463 or before Due Diligence Documents Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement 464 thereof on or before Due Diligence Documents Resolution Deadline (§3), this Contract will terminate on Due Diligence 465 Documents Resolution Deadline (§3) unless Seller receives Buyer's written withdrawal of the Due Diligence Documents 466 Objection before such termination,i.e.,on or before expiration of Due Diligence Documents Resolution Deadline(§3). 467 10.6.4. Zoning. Buyer has the Right to Terminate under§25.1,on or before Due Diligence Documents Objection 468 Deadline(§3),based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction 469 over the Property,in Buyer's sole subjective discretion. 470 10.6.5. Due Diligence-Environmental, ADA. Buyer has the right to obtain environmental inspections of the 471 Property including Phase I and Phase II Environmental Site Assessments,as applicable. ❑Seller O Buyer will order or provide 472 0 Phase I Environmental Site Assessment, ❑ Phase II Environmental Site Assessment(compliant with ASTM E1527-05 473 standard practices for Environmental Site Assessments) and/or ❑X TSP Report , at the expense of❑ Seller 0 474 Buyer(Environmental Inspection). In addition, Buyer,at Buyer's expense, may also conduct an evaluation whether the Property 475 complies with the Americans with Disabilities Act(ADA Evaluation). All such inspections and evaluations must be conducted at 476 such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the 477 Property,if any. 478 If Buyer's Phase I Environmental Site Assessment recommends a Phase 11 Environmental Site Assessment, the 479 Environmental Inspection Objection Deadline (§3) will be extended by days (Extended Environmental Inspection 480 Objection Deadline)and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date(§3), 481 the Closing Date(§3)will be extended a like period of time. In such event, ❑Seller ❑ Buyer must pay the cost for such Phase 482 II Environmental Site Assessment. 483 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.5, Buyer has the 484 Right to Terminate under§25.1,on or before Environmental Inspection Objection Deadline(§3),or if applicable the Extended 485 Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole 486 subjective discretion. 487 Buyer has the Right to Terminate under §25.1, on or before ADA Evaluation Objection Deadline (¢3), based on any 488 unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 489 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 490 owned by Buyer and commonly known as . Buyer has the Right to Terminate under§ 25.1 491 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline(§3)if such property is not 492 sold and closed by such deadline. This § 10.7 is for the sole benefit of Buyer. If Seller does not receive Buyer's Notice to 493 Terminate on or before Conditional Sale Deadline(§3),Buyer waives any Right to Terminate under this provision. 494 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer❑ Does ❑ Does Not 495 acknowledge receipt of a coQy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable 496 water for the Property.Buyer u Does 0 Does Not acknowledge receipt of a copy of the current well permit. ❑There is No Well. 497 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 498 WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 499 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. CBS4-8-l3. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 10 or 17 500 10.9. Existing Leases;Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 501 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the 502 Lease or other writing received by Buyer. Seller will not amend,alter, modify,extend or cancel any of the Leases nor will Seller 503 enter into any new leases affecting the Property without the prior written consent of Buyer,which consent will not be unreasonably 504 withheld or delayed. 505 11. TENANT ESTOPPEL STATEMENTS. 506 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. 507 Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§3), statements in a form and 508 substance reasonably acceptable to Buyer,from each occupant or tenant at the Property(Estoppel Statement)attached to a copy of 509 the Lease stating: 510 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 511 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 512 amendments; 513 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits paid to Seller; 514 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 515 11.15. That there is no default under the terms of said Lease by landlord or occupant;and 516 11.1.6. That the Lease to which the Estoppel is attached is a true,cored and complete copy of the Lease demising 517 the premises it describes. 518 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under §25.1, on or before Tenant 519 Estoppel Statements Objection Deadline (§3), based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective 520 discretion, or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline(§3). Buyer 521 also has the unilateral right to waive any unsatisfactory Estoppel Statement. 522 523 CLOSING PROVISIONS 524 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 525 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 526 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 527 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing 528 Company, in a timely manner, all required loan documents and financial information concerning Buyer's new loan. Buyer and 529 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 530 transaction.Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 531 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑X Are Not executed with 532 this Contract. 533 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the date specified as 534 the Closing Date(§3)or by mutual agreement at an earlier date.The hour and place of Closing will be as designated by °''^'''- 535 536 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 537 between different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies). 538 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 539 other terms and provisions hereof,Seller must execute and deliver a good and sufficient const warranty Deed deed 540 to Buyer,at Closing,conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 541 provided herein, title will be conveyed free and clear of all liens, including any governmental liens for special improvements 542 installed as of the date of Buyer's signature hereon,whether assessed or not.Title will be conveyed subject to: 543 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 544 accepted by Buyer in accordance with Record Title(§ 8.2), 545 13.2. Distribution utility easements(including cable TV), 546 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 597 knowledge and which were accepted by Buyer in accordance with Off-Record Title(§8.3)and Current Survey Review(§9), 548 13.4. Inclusion of the Property within any special taxing district, 549 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon, whether 550 assessed prior to or after Closing,and 551 13.6. Other CBS491-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 11 or 17 552 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the 553 proceeds of this transaction or from any other source. 554 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 555 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and all other items required 556 to be paid at Closing,except as otherwise provided herein. 557 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 558 X❑One-Half by Buyer and One-Half by Seller 0 Other 559 560 ❑Beyer ®Beller ❑ .f . 0 Nene, 664 . __.•. _. _ :: . . ,. . . , S62 .:- :: : : - .- ❑Beyer ❑X Seger ❑Oa I Llf by B.Yer-atrd-Bn<- 563 Half l) Seller ❑Nene. 564 15.4. Local Transfer Tax. ❑The Local Transfer Tax of %of the Purchase Price must be paid at Closing by 565 ❑Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller ®None. 566 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing,such 567 as community association fees, developer fees and foundation fees, must be paid at Closing by ❑ Buyer ❑ Seller ❑ One- 568 Half by Buyer and One-Half by Seller ❑X None. The Private Transfer fee, whether one or more, is for the following 569 association(s): in the total amount of % of the Purchase 570 Price or$ 374 4516 WN.. T.....r . F...... TI._ W.4..., Tm..s6.. F.s ane..h_age. Th. a.of the-date of this Co..t.aet,den..(.Krml 372 S fart 373 ❑ ❑Water-Distriet 574 ❑ ❑ ❑ 575 and must be paid at Closing by 0 Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller ❑ None. 576 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by❑ 577 Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller ❑X None. 578 16. PROBATIONS. The following will be prorated to the Closing Date(§3),except as otherwise provided: 579 16.1. Taxes. Personal property taxes, if any,special taxing district assessments, if any,and eneral real estate taxes for the 580 year of Closing, based on © Taxes for the Calendar Year Immediately Preceding Closing 0 Most Recent Mill Levy and 581 Most Recent Assessed Valuation,or ❑Other 582 16.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will transfer or credit to 583 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of 584 such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must 585 assume Seller's obligations under such Leases. 586 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 587 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred 588 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 589 Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or workia capital. 590 Any special assessment assessed prior to Closing Date(§3)by the Association will be the obligation of ❑ Buyer 0 Seller. 591 Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's 592 signature hereon, whether assessed prior to or after Closing,will be the obligation of Seller. Seller represents that the Association 593 Assessments are currently payable at approximately $ per and that there are no unpaid regular 594 or special assessments against the Property except the current regular assessments and 595 Such assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the 596 Association to deliver to Buyer before Closing Date(§3)a current Status Letter. 597 16.4. Other Prorations. Water and sewer charges,propane,interest on continuing loan,and 598 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 599 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date(§3) at Possession Time(§3), 600 subject to the Leases as set forth in§ 10.6.1.7. 601 602 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable 603 to Buyer for payment of$50.00 per day (or any part of a day notwithstanding§ 18.1)from Possession Date(§3)and 604 Possession Time(§ 3)until possession is delivered. 605 CBS44413. CONTRACT TO BUY AND SELL REAL ESTATE(LAND} Page 12 or 17 606 GENERAL PROVISIONS 607 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 608 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain 609 Time(Standard or Daylight Savings as applicable). 610 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, 611 the first day is excluded and the last day is included (e.g., three days after MEC). If any deadline falls on a Saturday, Sunday or 612 federal or Colorado state holiday (Holiday), such deadline ❑x Will ❑ Will Not be extended to the next day that is not a 613 Saturday,Sunday or Holiday.Should neither box be checked,the deadline will not be extended. 614 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 615 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 616 condition existing as of the date of this Contract,ordinary wear and tear excepted. 617 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire,other perils or causes of 618 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price(Property Damage), Seller is obligated 619 to repair the same before Closing Date(§3). Buyer has the Right to Terminate under§25.1,on or before Closing Date(§ 3), if 620 the Property Damage is not repaired before Closing Date(§3)or if the damage exceeds such sum.Should Buyer elect to carry out 621 this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received 622 by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of any 623 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not 624 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§3)or, at the option of 625 Buyer, Seller must assign such proceeds at Closing,plus credit Buyer the amount of any deductible provided for in such insurance 626 policy,but not to exceed the total Purchase Price. 627 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 628 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged 629 between the date of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement 630 of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the 631 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance 632 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 633 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under §25.1, on or before 634 Closing Date (§3), or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such 635 Inclusion or Service. Such credit must not exceed the Purchase Price.If Buyer receives such a credit, Seller's right for any claim 636 against the Association, if any, will survive Closing. Seller and Buyer are aware of the existence of pre-owned home warranty 637 programs that may be purchased and may cover the repair or replacement of such Inclusions. 638 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 639 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing,of such condemnation 640 action. Buyer has the Right to Terminate under §25.1,on or before Closing Date(§3), based on such condemnation action, in 641 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 642 Property and Inclusions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution 643 in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses,or exceed the Purchase 644 Price. 645 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 646 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 647 19.5. Risk of Lou—Crowing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne 648 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 649 the growing crops. 650 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 651 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 652 of title and consultation with legal and tax or other counsel before signing this Contract. 653 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 654 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 655 hereunder is not performed or waived as herein provided,the nondefaulting party has the following remedies: 656 21.1. If Buyer is in Default: 657 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money 658 (whether or not paid by Buyer) will be paid to Seller and retained by Seller; and Seller may recover such damages as may be CBS4-8-13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 13 of 17 659 proper;or Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or 660 damages,or both. 661 21.1.2. Liquidated Damages, Applicable. This §21.1.2 applies unless the box in 6 21.1.1. is checked. All 662 Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller.Both parties will thereafter be released 663 from all obligations hereunder. It is agreed that the Earnest Money specified in §4.1 is LIQUIDATED DAMAGES, and not a 664 penalty,which amount the parties agree is fair and reasonable and(except as provided in §§ 10.4,22,23 and 24),said payment of 665 Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly 666 waives the remedies of specific performance and additional damages. 667 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,in which case all Earnest Money received 668 hereunder will be returned and Buyer may recover such damages as may be proper,or Buyer may elect to treat this Contract as 669 being in full force and effect and Buyer has the right to specific performance or damages,or both. 670 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 671 or litigation relating to this Contract,prior to or after Closing Date(§3),the arbitrator or court must award to the prevailing party 672 all reasonable costs and expenses,including attorney fees,legal fees and expenses. 673 23. MEDIATION. Ifa dispute arises relating to this Contract,prior to or after Closing,and is not resolved,the parties must first 674 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 675 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 676 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 677 share equally in the cost of such mediation.The mediation,unless otherwise agreed,will terminate in the event the entire dispute is 678 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 679 last known address.This section will not alter any date in this Contract,unless otherwise agreed. 680 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 681 Money following receipt of written mutual instructions,signed by both Buyer and Seller. In the event of any controversy regarding 682 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole 683 subjective discretion, has several options: (I) wait for any proceeding between Buyer and Seller; (2) interplead all parties and 684 deposit Earnest Money into a court of competent jurisdiction, (Earnest Money Holder is entitled to recover court costs and 685 reasonable attorney and legal fees incurred with such action);or(3)provide notice to Buyer and Seller that unless Earnest Money 686 Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller) containing the case number of the 687 lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is 688 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit,and has 689 not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order 690 of the Court.The parties reaffirm the obligation of Mediation(§23).This Section will survive cancellation or termination of this 691 Contract. 692 25. TERMINATION. 693 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 694 termination is effective upon the other party's receipt ofa written notice to terminate(Notice to Terminate),provided such written 695 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 696 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as 697 satisfactory and waives the Right to Terminate under such provision. 698 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be 699 returned and the parties are relieved of all obligations hereunder,subject to§§ 10.4,22,23 and 24. 700 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute 701 the entire agreement between the parties relating to the subject hereof,and any prior agreements pertaining thereto,whether oral or 702 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is 703 valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this 704 Contract that,by its terms,exists or is intended to be performed after termination or Closing survives the same. 705 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 706 27.1. Physical Delivery. All notices must be in writing, except as provided in §27.2.Any document, including a signed 707 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any 708 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer,or Brokerage Firm of Broker working 709 with Buyer(except for delivery, after Closing, of the notice requesting mediation described in §23 and except as provided in 710 §27.2). Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller is effective 711 when physically received by Seller,any signatory on behalf of Seller,any named individual of Seller,any representative of Seller, CBS4.8-13. CONTRACT TO BUV AND SELL REAL ESTATE(LAND) Page 10 of 17 712 or Brokerage Firm of Broker working with Seller(except for delivery,after Closing,of the notice requesting mediation described 713 in§23 and except as provided in§27.2). 714 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including a signed document or written 715 notice, may be delivered in electronic form only by the following indicated methods: ❑X Facsimile j3 Email 716X❑ Internet. If no box is checked,this §27.2 is not applicable and §27.1 governs notice and delivery. Documents with original 717 signatures will be provided upon request of any party. 718 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 719 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 720 located in Colorado. 721 28. NOTICE OF ACCEPTANCE,COUNTERPARTS This proposal will expire unless accepted in writing, by Buyer and 722 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to §27 on or 723 before Acceptance Deadline Date(§3)and Acceptance Deadline Time(§3). If accepted,this document will become a contract 724 between Seller and Buyer.A copy of this Contract may be executed by each party,separately,and when each party has executed a 725 copy thereof,such copies taken together are deemed to be a full and complete contract between the parties. 726 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not 727 limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§5),Title 728 Insurance, Record Title and Off-Record Title (§8), Current Survey Review (§9) and Property Disclosure, Inspection, 729 Indemnity,Insurability,Due Diligence and Source of Water(§ 10). 730 731 ADDITIONAL PROVISIONS AND ATTACHMENTS 732 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 733 Commission.) 734 The purchase price of$1,300,000 with a Transferable Development Right,to be approved by the Board of County Commissioners 735 of Pitkin County, Colorado,or as modified in the Buyers sole discretion as provided in Article3of Addendum 1,attached 736 737 31. ATTACHMENTS. 738 31.1. The following attachments are a part of this Contract: 739 Addendum 1 740 741 742 31.2. The following disclosure forms are attached but are not a part of this Contract: 743 744 745 746 SIGNATURES 747 Buyer's Name: Bova of County Commissioners orveknCounty,Colorado Bu er's Name: 2'(0 C`) nar App YY�f/j/��YY��ti�uI(r/e re o//1Z.S zb/6 Buyer's Signature ^—sr/ ate Bu er tura Dafe / Address: 530 E.Main St Address: Arpin CO 81611 Phone No.: 970-429-2796 Phone No.: Fax No.: Fax No.: Electronic Address: man adnen®ylnmmunty ram Electronic Address: 748 (NOTE: If this offer Is being countered or rejected,do not sign this document.Refer to§321 C084.8.13. CONTRACT TO BUY AND SELL REAL ESTATE(LAND) Page 15 of 17 Seller's Name: Robert D. Small Seller's Name: Seller's Sign. ure aI e Seller's Signature Dale Address: PO Box 42 Address: BIIvutho ne,CO 09498 Phone No.: 970468-2079 Phone No.: Fax No.: Fax No.: Electronic Address: nmallaamd.mm Electronic Address: 749 750 32. COUNTER; REJECTION. This offer is ❑Countered ❑ Rejected. 751 Initials only of party(Buyer or Seller)who countered or rejected offer 752 END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under §23. Broker 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 Earnest Money check has cleared. Broker is working with Buyer as a ❑Buyer's Agent ❑Seller's Agent ❑Transaction-Broker in this transaction. ❑This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑Listing Brokerage Firm ❑ Buyer ❑Other NAA Brokerage Firm's Name: Broker's Name: Broker's Signature Date Address: Phone No.: Fax No.: Electronic Address: 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker 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 Earnest Money check has cleared Broker is working with Seller as a ❑Seller's Agent ❑Buyer's Agent ❑Transaction-Broker in this transaction. ❑This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑Seller 0 Buyer ❑Other CBS4-S-13. CONTRACt TO BUY AND SELL REAL ESTATE(LAND) Page 16 of 17 ADDENDUM 1 TO CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN ROBERT D. SMALL AS SELLER AND THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AS BUYER DATED OCTOBER 25, 2016 This Addendum is made a part of that certain Contract to Buy and Sell Real Estate dated October 25, 2016, ("Contract") between the Board of County Commissioners of Pitkin County, Colorado, as buyer("Buyer") and Robert D. Small as seller ("Sellers"), with respect to property known as the SW 1/2 of the Rolland T. Lode and the SW 1/2 of the Mamie W. Lode U.S.M.S. #6545, County of Pitkin, State of Colorado ("Property"). In the event of any conflict or inconsistency between the provisions of this Addendum and the Contract, the provisions of this Addendum shall govern and control. 1. County Approval. Notwithstanding the signature hereto by the Open Space and Trails Acquisitions Director recommending approval, the obligation of Buyer to perform hereunder is expressly conditioned upon the adoption by the Pitkin County Board of County Commissioners of an ordinance authorizing the acquisition of the Property by Buyer pursuant to this Contract. In the event such ordinance is not duly adopted by the BOCC within sixty (60) days following the date of signature of Seller or any extension thereof as the parties may, in writing, agree, either Seller or Buyer may, upon written notice to the other, terminate the offer to Contract whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. In the event such ordinance is timely adopted, Buyer shall, at the request of Seller, re-execute this Contract by signature of the Chair of the Pitkin County Board of County Commissioners or the Chair's designee. In the event the terms of the ordinance are different from this Contract, the terms of the ordinance shall control and become incorporated into this Contract. 2. Standard Schedule B-2 Exceptions. Seller shall furnish to Buyer at his sole expense, an endorsement to delete standard exceptions 1-6 on Schedule B-2 of the Title Insurance Commitment. 3. Additional Documents. At Closing, Seller shall execute and deliver such documents as shall be necessary to transfer and convey to Buyer, free and dear of all liens and encumbrances, all right, title and interest of Seller. Buyer and Seller agree that Buyer will certify a Transferable Development Right ("TDR") at the closing, and the Buyer agrees to accept the Property subject to the deed restriction related to said TDR. At the Buyer's sole election, in lieu of certifying said TDR, Buyer may increase the purchase price by $200,000, in which case the full purchase price would be $1,500,000.00 and no TDR would be provided to Seller. 4. Interest on Earnest Money. Any and all monies paid by Buyer prior to closing shall be placed in an insured, interest bearing money market-type account with a local commercial bank with all interest thereon to accrue for the benefit of Buyer. Whether or not Buyer shall ever be in default under this Contract resulting in a forfeiture of its earnest money, Buyer shall nevertheless be entitled to retain,as its sole and separate property, all interest earned on said earnest money. 5. 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 the Grantee: Director of Acquisitions Pitkin County Open Space and Trails 806 West Hallam Street Aspen, Colorado 81611 dale.will @pitkincounty.com 970-920-5203 With copy to: The Pitkin County Attorney's Office 123 Emma Road, Suite 204 Basalt, Colorado 81621 John.Ely@oitkincounty.com To Seller: Robert D. Small P.O. Box 447 Silverthome CO 80498 E-Mail: rsmall@gmail.com Phone Number 970-468-2079 Any notice, demand or document so given, delivered or made by United States mail shall be deemed to have been given three (3) days after same is deposited in the United States mail as a certified matter, addressed as above provided, with postage thereon fully prepaid. Notice by facsimile, e-mail or internet delivery shall be deemed given upon date of transmission and notice by personal delivery shall be deemed given when received. 6. 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 governed by the laws of the State of Colorado. The parties hereto agree and intend that the proper and exclusive forum for any litigation of any disputes or controversies arising out of or related to this Contract shall be the District Court for Pitkin County, Colorado. For purposes of any litigation, the parties consent to the chosen forum for purposes of jurisdiction and venue. (c) Counterparts. This Contract (or any amendments, modifications or extensions hereof) may be executed in several counterparts and, after execution and as executed, shall constitute an agreement binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. (d) Further Assurances. Each of the parties agree to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded such further instruments and documents and such certificates, and to do all things and acts as the other party may reasonably require in order to carry out the intentions of this Contract and the transaction contemplated hereby. (e) Survival. All of the warranties and representations contained in this Contract of an ongoing nature or intended to survive shall survive the actual closing of the transaction contemplated thereby. (f) Construction. No provision of this Contract shall be construed against or interpreted to the disadvantage of any party by mason of such party having or being deemed to have requested, drafted, required or structured such provision. It is the intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act, nor shall tilts Contract be construed against such party by virtue of its actions in retaining the scrivener. (g) Attorneys' 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 attorneys' 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 attorneys' fees shall be awarded to the other party. SIGNATURES Rec. ' end;d fif al By: . .4p. e an Trails Acquisitions Director D to Buyer's Name: Board of County Commissioners ��off'77Pitkin County, Buyer's Signature /&C((Lu-/ V /4—,;/- l6 By: Rachel E. Richards, Chair --3 ' Date Address: 530 E. Main Street, 3rd Floor, Aspen, CO 81611 Phone No. (970) 920-5200 Fax No.: (970) 920-5198 Electronic Address: do Dale.Will@Ditkincountv.com 1111 Seller's N)‘= a eig ¢ttve By:d . ° . ' 7 ICI / c I��/�c✓n�J Date Address: 7 rI (� Phone No.: -7 l " � I cut !'(�T (-7 7 t c Fax No.: l/G_l • Electronic Address: C'-'. nL. C) N @ v1 ��'' . [Note: If this offer is being countered or rejected, do not sign this document. Refer to § 32] END OF CONTRACT TO BUY AND SELL REAL ESTATE 2 The printed portions of this form,except have been approved by the Colorado Real Estate 3 Commission.(AE41-5-09)(Mandatory 7-09) 4 5 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER 6 COUNSEL BEFORE SIGNING. 7 AGREEMENT TO AMEND/EXTEND CONTRACT 8 Date: 9 10 1. This agreement amends the contract dated (Contract),between - (Seller),and 11 (Buyer),relating to the sale and purchase of the following legally 12 described real estate in the County of ,Colorado: 13 14 known as No. (Properly). Street Address City State Zip 15 (NOTE: If any item is lett blank or the term"No Change" is inserted,it means no change. The abbreviation"N/A"or 16 the word "Deleted" means not applicable and when inserted on any line in Dates and Deadlines (§2.3)means that the 17 corresponding provision of the Contract to which reference is made is deleted.] 18 19 2. §2.3. DATES AND DEADLINES. ]NOTE:This table may be deleted if inapplicable.] 20 Item No. Reference Event Date or Deadline 1 §4.2.] Alternative Earnest Money Deadline 2 §5.1 Loan Application Deadline 3 §5.2 Loan Conditions Deadline 4 §5.3 Buyer's Credit Information Deadline 5 §5.3 Disapproval of Buyees Credit Information Deadline 6 §5.4 Existing Loan Documents Deadline 7 §5.4 Existing Loan Documents Objection Deadline 8 §5.4 Loan Transfer Approval Deadline 9 §6.2.2 Appraisal Deadline 10 §62.2 Appraisal Objection Deadline 11 §7.1 Tide Deadline 12 §7.2 Document Request Deadline 13 §7.3 Survey Deadline 14 §7.4.4.1 CIC Documents Deadline 15 §7.4.5 CIC Documents Objection Deadline 16 §8.1 Title Objection Deadline 17 §8.2 Off-Record Matters Deadline 18 §8.2 Off-Record Matters Objection Deadline 19 §8.3.2 Survey Objection Deadline 20 §8.6 Right Of First Refusal Deadline 21 § 10.1 Seller's Property Disclosure Deadline 22 § 10.2 Inspection Objection Deadline 23 § 10.3 Inspection Resolution Deadline 24 § 10.5 Property Insurance Objection Deadline 25 § 12 Closing Date Cpyn8Fr2002-2009 'nit ah: ezeorar+ncr g1341.5-03A®eertmrto A,reWFkmdtimmi 12/2NI6Y10:12 AM Pagel oft Item No. Reference Event Date or Deadline 26 § 17 Possession Date 27 § 17 Possession Time 21 22 3. Other dates or deadlines set forth in the Contract shall be changed as follows: 23 24 25 4. Additional amendments: 26 27 28 All other terms and conditions of the Contract shall remain the same. 29 30 This proposal shall expire unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before Date Time 31 Date: Date: Buyer's Name: Buyer's Name 32 1/(7 p/ 33 LSI / � ✓ !/'// uver's ignatureure / Buyer's Signature 34 35 Date: Date: Seller's Name: Seller's Name: 36 - 37 Seller's Signature Seller's Signature 38 (',night 2002-2009 Initials: eZCONTR ACT Aa4I-5- W Agreement toAmotl/Ewtl Comas 12/20/16 at 10:12 AM Page 2 oft RECEPTIONS: 635239, 01/06/2017 at 11:42:50 AM, I OF 2, R $0.00 DF $0.00 Doc Code WO Janice K. Vos Caudill, Pitkin County, CO 11111111III I1111111111111111III III State Documentary Fee Warranty Deed Date: January 06,2017 (Pursuant to 30-30-113 C.R S.) $0.00 11115 DEED,made on January 06,2017 by ROBERT D.SMALL Giantoits),of the County of SUMMIT and State of COLORADO for the consideration of($1,500,000.00) ***One Million Five Hundred Thousand and 00/I00***dollars in hand pard, hereby sells and conveys to BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY COLORADO Gr antre(s), whale sheet address is 123 EMMA ROAD,SUITE 106 BASALT,CO 81621,County of PI[KIN, and State of COLORADO, the following real property in the County of Pitkin,and State of Colo'ado,to wit: THE SOUTHWESTERLY ONE-HALF OF THE ROLLAND T.AND THE MAMIE W.LODES, U.S.M.S.NO.6545,IN SECTION 34, TOWNSHIP 9 SOUTH,RANGE 84 WEST OF THE 6TH P.M., WOODY MINING DISTRICT,AS DESCRIBED IN PATENT NUMBER 19746, ISSUED FEBRUARY 23,1092 IN BOOK 175 AT PAGE 260,BEING BOUNDED ON'THE NORTHEASTERLY SIDE BY A LINE ONE-HALF WAY BETWEEN AND PARALLEL TO THE END LINES OF SAID LODES,AS FURTHER DESCRIBED IN THF DEED RECORDED IN BOOK 43 AT PAGE 117. COUNTY OF PITKIN,STATE OF COLORADO also known by Street and number as ROLLAND T AND MAMIE W.LODES ASPEN CO 81611 with all its appurtenances and wan ants the title to the same,subject to GENERAL TAXES AND ASSESSMENTS FOR THE YEAR 2017 AND SUBSEQUENT YEARS AM)SUBJECT TO THOSE ITEMS AS SET FORTH ON EXHIBIT "A" ATTACHED II .REM AND INCORPORATED HEREIN. $ ROBERT D SMAI L State of COLORADO ) )ss County of PITKIN ) The for egorng instrument was acknowledged befor e me on this day of January 06,2017 by ROBERT D„ i, ' KIMBERLY J.PARHAM f NOTARY PUBLIC /' �� STATEOFCOLORADO is • NOTARY ID 20124022396 My commission expires ��26/2020 MY COMMISSION EXPIRES APRIL 26,2020 When Rec.mdud Return to BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY COLORADO 123 EMMA ROAD.SUITE 106 BASALT,C0111621 Land Title Fnnn 11082 09/2000 wd(open udt Warranty Deed Open (Photographic.) Q62007905 (27263427) EXHIBIT A Plopeny Andres- ROLI.AND I AND MAMIE W.LODES ASPEN CO 81611 RIGHT OFT HE PROPRIE tOR OFA VEIN OR LODE 10 EXTRACT AND REMOVE HIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRAN'T'ED,AND A RIGHT OF WAY FOR DI'T'CHES OR CANALS CONSTRUCTED BY I HE AUTHORITY OF THF, UNITED STATES, AS RESERVED IN UNITED STATES PATENT RECORDED JULY 20. 1949 IN BOOK 175 AF PAGF.260. LACK OF ACCESS TO AND FROM PUBLIC ROAD,HIGHWAY,OR STREET. I unn tIln) 1J82OO1i htenhion esi row Ink Q62007905 (27263425}