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bocc.con.258.20 - BOCC
• Contract No. 258.2020 • (Attached) • • • AN•ORMNANCE.011..THE.BOARROF MINTY CONINASSIONERS OF?rum • 001114 COLORADOI,AUTHORWINd AC9V.1$1110.1 OF THE POW 'MOLDING AT THE•REDgTONE BOaDVIS OPEN SPACE • • ORDINANCE NO. 3 4010 RECITALS WitElttrAS,f'!".11`stiant to%)4•$.-.S01!C::1CS.,the Board of CcauttyComnitsalOifeit("BOW)a pain County,Colorado a Home Rule County is authorized to:Inake:and.publiatt ordinances for .carrying into effect or discharging the powers and duties conferred upon such.cOinitilg by law And as•seeinanecessaty,ap4 • WIIEREA8,•PurSuant to:SectiOnIS.i of,thc Home Rule Charter CIIIIC,,,the.B.O.CC is. •anthorized to take official action by Ordinance for certain matters where action iapiestribe4 pursuantfo theColOrado Revised Statutes at amended,and' • WM.SA:TheVoters cOunty and thePitkin COUfityComMiSSIOners ettablisheitan Open Space and Traits Figyl 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 fends, and WHEREAS,The Open Space and Trails Program is charged With preserving open spacelaUdt,and WHEREAS, The 1 9 acre Oerbat itiltolding lies within the Redstone Boulders Open Space and possesses habitat, scenic Values and recreational values, and the owners have agreed to sell the PinVertY.foi$ 95POCka.ild • WHEREAS,. the Pitkin County Open Space and trails Board. unanimously recommends this anci • 'WHEREAS; The•BOCC finds that ostootion.of this ordinance is necessary for the immediate. prelterwition ofthe;pnblic health,safety and welfare of the citizens of Pitkin County and therefore • &Claret this ordinance and legislation to be effective immediately upon adoption,and • WHEREAS,The.,BOCC finds that adoption of this ordinance is in the best interest of the citizens of PitIciiCounty: • ROW,THEREFORE,BE IT ORDAINED by the Board of County Conunitsioners of Pitkin • County,Colorado that it hereby adopts,an Ordinance Authorizing the Purchase of the Property • and authorizes the Chair or•thethairs designee to sign the Ordinance and upon the satisfaction of the County Attorney as.tCo form,execute any other associated documents necestrY1)o. cOmpletethis matter..'Further,that the Chair or the Chides designee shall be authorized to; • RECEPTION#: 668173, R: $0.00, D: $0.00 DOC CODE: ORDINANCE Pg 1 of 30, 09/16/2020 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 expendintroof up to.$295,000 for the PrOptrty and tratisadtiOn Oft tip to - $10,000, • 2. Execute 41**chase conttadt.and othitt4loconeritS as necessary to complete the • transaction upon approval of the'form by the County Attorney. 3- That ACtititt*iits.benade to.the ybar•2020 buciget.aS follows: . . . . . . . . . . . . . . OPEN SPACE Aiin TRAILS F(JNI) Previous This Revised:Project Budget Change Budget • Acquisition Cost $0 $295,000:00 $295, 00,00 Estimated.Transaction Costs $0 $ 10,000,00 .10,000i00 To41.ExpenditUre $0 $3050000.00.: $305700.0.00 • 'INTRODUCED.AND FIRST READ.•ON THE 26th DAY.OF:AUGUST,logo.ANt)so-kat stcpg-ARtADINd..Alib mink HEARING ON THE 97 DAY OF:SEPTEMBER 2020. . • • NOTICE OF PUBLIC:HEAR OS AND I'MS AND SHORT SINI.O OPTh WY :ORD. ANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE ::,€14,4?,DAY'OP . **: .• " 2020., • • NOTICE OF PUBLIGHEARING AND THE1(XL TEXT OF 110 Pitprionc.g. pomo ON THE OFFICIAL iTKIN COUNTY.WEBSITE(www.nitkincounty.com)ON THE , -DAY OF f 2020. ADOP p • FINAL READING AND PUBLIC IlEARNO ON tiO r4d .DAY OF. • . . • • •r.2020. • poilAssip BY:mg Also-mon . y,.Arrs.RApoprioN,iN..TIlE APEN TIMES WEEKLY ON THE gw-pAY OF.. - 2020. • PCI$TEJD'oyfrrix A stioRtsvmmARy.OliTaa ont. ;;I:eiclertotiNTY. WEBSITE(www.pitkincounty.com ION THE ld DAY OF . - ; ,2020. • • • RECEPTION#:668173,09/16/2020 at 10:04:21 AM, Pgs 3 of 30,Janice K.Vos Caudill, Pitkin County,CO ATTEST: BOARD OF COUNTY COMMISSIONERS juttalft; jMAIS :S•lt_ve.A F. datt, By , By: -Jeanette Jones. Steven F.Child,Chair Deputy Cotuity Clerk Sep49-2020 Date: APPROVED AS TO FORM: MANAOER.APPg.OVAL Zow. 19(4.IS . :John cootitst AttOtIOY Phylis Mattice.for kin Peacock,County Manager RECEPTION#: 668173, 09/16/2020 at 10:04:21 AM, Pgs 4 of 30,Janice K. Vos Caudill, Pitkin County, CO Contract No. 258.2020 Page 1 of 18 RIErMA mou►gAiN ; RE/MAX Mountain West v'. Michael Kennedy cARBONDALE Ph: 970-963-1940 Fax: 970-963-9163 6 7 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. SCBS4-5-19) (Mandatory 7-19) 9 10 11 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 12 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 13 14 15 CONTRACT TO BUY AND SELL REAL ESTATE 16 (LAND) 17 18 (©Property with No Residences) 19 (❑ Property with Residences-Residential Addendum Attached) 20 21 22 Date: 8/4/2020 23 24 AGREEMENT 25 26 27 29 1. AGREEMENT. Buyer agrees to buyand Seller agrees to sell the Property described below on the terms 29 Y 9 9 P rtY 30 and conditions set forth in this contract(Contract). 31 32 33 2. PARTIES AND PROPERTY. 34 2.1. Buyer. Buyer, Board of County Commissioners of Pitkin County(Buyer)will take title to the 35 Property described below as 36 37 ❑ Joint Tenants ❑Tenants In Common ®Other To be determined prior to closing. 38 2.2. No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in 39 ao Additional Provisions. 41 2.3.Seller.Ernest J. Gerbaz and Marjorie Gerbaz and Edna J. Gerbaz(Seller)is the current 42 owner of the Property described below. 43 2.4.Property.The Property is the following legally described real estate in the County of 44 Pitkin, Colorado: 45 46 Lengthy M&B. See EXHIBIT A, LEGAL DESCRIPTION 47 48 known as No. TBD Redstone Boulevard, Redstone, CO 81623, 49 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto so and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded(Property). 51 52 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 53 2.5.1. Inclusions.The following Items,whether fixtures or personal property, are included in the 54 55 Purchase Price unless excluded under Exclusions: 56 n/a vacant land only If any additional items are attached to the Property after the date of this Contract, such 57 additional items are also included in the Purchase Price. 58 2.5.2. Personal Property--Conveyance.Any personal property must be conveyed at Closing by 59 Seller free and clear of all taxes(exceptpersonal property taxes for theyear of Closin liens and encumbrances, 60 ( P P P Y 9), 61 except n/a. 62 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 664 3 2.6. Exclusions.The following items are excluded (Exclusions):n/a 65 66 2.7. Water Rights,Well Rights,Water and Sewer Taps. 67 68 ❑ 2.7.1. Deeded Water Rights.The following legally described water rights: 69 n/a 70 Anydeeded water rights will be conveyed byagood and sufficient n/a deed at Closing. 9 Y 72 ❑ 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in§§ 73 2.7.1,2.7.3,2.7.4 and 2.7.5,will be transferred to Buyer at Closing:n/a 74 75 El2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer 76 understands that if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well"used 77 for ordinary household purposes, Buyer must, prior to or at Closing,complete a Change in Ownership form for the 78 https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_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 well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department 80 of Natural Resources(Division), Buyer must complete a registration of existing well form for the well and pay the 81 82 cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must 83 file the form with the Division within sixty days after Closing.The Well Permit#is 54638. 84 ❑ 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing are as 85 86 follows: n/a 87 2.7.5. Water and Sewer Taps.The parties agree that water and sewer taps listed below for the 88 Property are being conveyed as part of the Purchase Price as follows: none S9 If anywater or sewer taps are included in the sale, Buyer is advised to obtain,from the provider,written 90 P Y 91 confirmation of the amount remaining to be paid, if any,time and other restrictions for transfer and use of 92 the taps. 93 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2(Other Rights 9 95 Relating to Water), §2.7.3(Well Rights),§2.7.4(Water Stock Certificates),or§2.7.5 (Water and Sewer Taps), 96 Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 97 2.8. Growing Crops.With respect to growing crops, Seller and Buyer agree as follows: 98 n/a 99 — 100 101 102 103 104 Item No. Reference Event Date or Deadline 105 1 §4.3 Alternative Earnest Money Deadline 8/17/2020 Monday 106 107 Title 108 2 §8.1, 8.4 Record Title Deadline 8/14/2020 Friday 109 3 '-5 8.2, 8.4 Record Title Objection Deadline 8/28/2020 Friday 110 111 4 §8.3 Off-Record Title Deadline 8/14/2020 Friday 112 5 §8.3 Off-Record Title Objection Deadline 8/28/2020 Friday 113 6 §8.5 Title Resolution Deadline 9/4/2020 Friday lla 115 7 §8.6 Right of First Refusal Deadline n/a 116 (Owners'Association 118 8 §7.2 Association Documents Deadline n/a 119 9 i §7-4 I Association Documents Termination Deadline n/a 120 121 eller's Disclosures 122 10 §10.1 Seller's Property Disclosure Deadline 8/14/2020 Friday 123 Lead-Based Paint Disclosure Deadline(if 124 125 11 10.10 Residential Addendum attached) _ n/a 126 Loan and Credit 127 128 12 §5.1 New Loan Application Deadline n/a 129 13 §5.2 New Loan Termination Deadline n/a 130 14 §5.3 Buyer's Credit Information Deadline n/a 131 132 15 §5.3 Disapproval of Buyer's Credit Information Deadline n/a 133 16 §5.4 Existing Loan Deadline n/a 134 17 §5.4 Existing Loan Termination Deadline n/a 135 136 18 §5.4 Loan Transfer Approval Deadline n/a 137 19 §4.7 Seller or Private Financing Deadline n/a 139 139 Appraisal 140 20 §6.2 Appraisal Deadline n/a 141 21 §6.2 Appraisal Objection Deadline n/a 142 143 22 §6.2 Appraisal Resolution Deadline n/a 144 Survey 145 146 23 §9.1 New ILC or New Survey Deadline 8/14/2020 Friday 147 24 §9.3 New ILC or New Survey Objection Deadline 8/28/2020 Friday 14 149 25 §9.3 New ILC or New Survey Resolution Deadline 9/4/2020 Friday 150 Inspection and Due Diligence 151 26 §10.3 Inspection Objection Deadline 8/28/2020 Friday 152 153 27 §10.3 Inspection Termination Deadline — 8/28/2020 Friday 154 28 §10.3 Inspection Resolution Deadline 9/4/2020 Friday 156 156 Property 29 §10.5 Pro a Insurance Termination Deadline 8/28/2020 Friday https://www.ctmecontracts.cor /eContracts/m eCON/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 1 30 §10.6 Due Diligence Documents Delivery Deadline 8/14/2020 Friday 158 31 §10.6 Due Diligence Documents Objection Deadline 8/28/2020 Friday 159 160 32 §10.6 Due Diligence Documents Resolution Deadline 9/4/2020 Friday _ 161 33 §10.6 Environmental inspection Termination Deadline n/a 162 163 34 §10.6 ADA Evaluation Termination Deadline n/a 164 35 §10.7 Conditional Sale Deadline n/a 165 Lead-Based Paint Termination Deadline(if 16636 §10.10 Residential Addendum attached) n/a 167 168 37 § 11.1,11.21 Estoppel Statements Deadline n/a 169 38 §11.3 Estoppel Statements Termination Deadline 171 Closing and Possession 172 39 §12.3 Closing Date 9125/2020 Friday 173 40 §17 Possession Date Date of Closing g 175 41 §17 Possession Time After Closing and 176 Funding 177 178 42 §28 Acceptance Deadline Date 8/6/2020 Thursday 179 43 §28 Acceptance Deadline Time n/a 180 44 n/a n/a _ n/a 182 45 n/a to/a n/a 1 183 184 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision 186 a lies. If anydeadline blank in 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation"N/A", 186 PP� § � P 187 or the word"Deleted,"such deadline is not applicable and the corresponding provision containing the deadline is 188 deleted. If no box is checked in a provision that contains a selection of"None",such provision means that"None" 189 applies. 191 192 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed 193 this Contract. 194 195 196 4. PURCHASE PRICE AND TERMS. 197 4.1. Price and Terms.The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 198 199 200 Item No. Reference Item Amount Amount 201 1 § 4.1 Purchase Price $295,000.00 202 203 2 § 4.3 Earnest Money $10,000.00 204 3 § 4.5 New Loan 205 206 4 § 4.6 Assumption Balance 20 20 8 5 § 4.7 Private Financing 209 6 § 4.7 Seller Financing 21 211 7 n/a n/a 212 8 n/a n/a 213 9 § 4.4 Cash at Closing $285,000.00 214 215 10 TOTAL $295,000.00 $295,000.00 216 218 4.2. Seller Concession.At Closing, Seller will credit to Buyer$n/a(Seller Concession).The Seller 219 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the 22o Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable 221 items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, loan discount 223 points, loan origination fees, prepaid items and any other fee,cost, charge, expense or expenditure.Seller 224 Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 225 4.3. Earnest Money.The Earnest Money set forth in this section, in the form of a check or wire 226 transfer,will be payable to and held by Land Title Guarantee Company(Earnest Money Holder), in its trust 227 228 account,on behalf of both Seller and Buyer.The Earnest Money deposit must be tendered, by Buyer,with this 229 Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment.The 230 parties authorize delivery of the Earnest Money deposit to the company conducting the Closing(Closing 231 Company),if an at or before Closing. In the event Earnest MoneyHolder has agreed to have interest on Earnest 232 Y, 9 233 Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 234 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173,09/16/2020 at 10:04:21 AM, Pgs 7 of 30,Janice K.Vos Caudill, Pitkin County,CO Page 4 of 18 235 with the Earnest Money Holder in this transaction will be transferred to such fund. 236 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest Money,if 238 238 other than at the time of tender of this Contract, is as set forthEarnestMoney as the Alternative Deadline. 239 4.3.2. Return of Earnest Money.If Buyer has a Right to Terminate and timely terminates, 240 Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set 241 forth in §25 and, except as provided in§24(Earnest Money Dispute), if the Earnest Money has not already been 243 returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working 24 244 with Buyer,written mutual instructions(e.g., Earnest Money Release form),within three days of Seller's receipt of 245 such form. 246 4.4. Form of Funds;Time of Payment;Available Funds. 247 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan 248 249 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 250 including electronic transfer funds,certified check,savings and loan teller's check and cashier's check(Good 251 Funds). 252 4.4.2. Time of Payment;Available Funds.All funds, including the Purchase Price to be paid 254 254 by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 255 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer 256 represents that Buyer, as of the date of this Contract,©Does ❑ Does Not have funds that are immediately 257 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 258 259 4.5. New Loan.(Omitted as inapplicable) 260 26 262Assumption. 4.6. Assum tion. (Omitted as inapplicable) 263 264 4.7. Seller or Private Financing. (Omitted as inapplicable) 265 266 267 TRANSACTION PROVISIONS 268 269 270 271 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 272 273 274 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 275 276 277 5.4. Existing Loan Review.(Omitted as inapplicable) 278 280 6. APPRAISAL PROVISIONS. 281 6.1. Appraisal Definition.An"Appraisal"is an opinion of value prepared by a licensed or certified 282 appraiser, engaged on behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised 283 Value).The Appraisal may also set forth certain lender requirements, replacements,removals or repairs necessary 284 on or to the Property as a condition for the Property to be valued at the Appraised Value. 285 286 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective 287 loan type set forth in§4.5.3, or if a cash transaction (i.e. no financing), §6.2.1 applies. 288 6.2.1. Conventional/Other.Buyer has the right to obtain an Appraisal. If the Appraised Value is 289 less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer 291 may, on or before Appraisal Deadline, notwithstanding8.3 or 13: 291 PP Objection § § 292 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1,that this Contract is 293 terminated; or 294 6.2.1.2.Appraisal Objection. Deliver to Seller a written objection accompanied by either a 296 of the Appraisal or written notice from lender that confirms the Appraised copy PP Value is less than the Purchase 297 Price(Lender Verification). 298 6.2.1.3.Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before 299 Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or 300 before Appraisal Resolution Deadline,this Contract will terminate on the Appraisal Resolution Deadline, 301 302 unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, i.e., on or 303 before expiration of Appraisal Resolution Deadline. 304 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 305 removals or repairs, including any specified in the Appraisal(Lender Requirements)to be made to the Property 306 307 (e.g.,roof repair, repainting), beyond those matters already agreed to by Seller in this Contract,this Contract 308 terminates on the earlier of three days following Seller's receipt of the Lender Requirements,or Closing, unless 309 prior to termination: (1)the parties enter into a written agreement to satisfy the Lender Requirements; (2)the 310 Lender Requirements have been completed; or(3)the satisfaction of the Lender Requirements is waived in writing 312 by Buyer. BU er. https://www.ctmecontracts.com/eContracts/m_eCON/Contracts/Listing_Contracts/Print_S C... 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 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be timely 31 315 paid by Buyer ❑Seller.The cost of the Appraisal may include any and all fees paid to the appraiser,appraisal 316 management company, lender's agent or all three. 317 318 7. OWNERS'ASSOCIATION. This Section is applicable if the Property is located within a Common 320 Interest Communityand subject to the declaration (Association). J ( )• 321 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A 322 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY.THE 3 OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'ASSOCIATION 32 324 FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF 326 THE ASSOCIATION.THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE 327 FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 328 ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS,THE 329 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. 330 331 THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 332 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 333 ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION. 334 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE 336 THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD 337 CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND 338 REGULATIONS OF THE ASSOCIATION. 339 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 340 Documents(defined below), at Seller's expense,on or before Association Documents Deadline.Seller 341 342 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense.Seller's obligation 343 to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, regardless of 344 who provides such documents. 345 7.3. Association Documents.Association documents(Association Documents)consist of the 346following: g: 348 7.3.1. All Association declarations, articles of incorporation, bylaws,articles of organization, 349 operating agreements, rules and regulations, party wall agreements and the Association's responsible governance 350 policies adopted under§38-33.3-209.5, C.R.S.; 351 7.3.2. Minutes of. (1)the annual owners'or members'meeting and (2)any executive boards'or 352 353 managers' meetings; such minutes include those provided under the most current annual disclosure required 354 under§38-33.3-209.4,C.R.S. (Annual Disclosure)and minutes of meetings, if any, subsequent to the minutes 355 disclosed in the Annual Disclosure. If none of the preceding minutes exist,then the most recent minutes, if any (§§ 356 7.3.1 and 7.3.2, collectively, Governing Documents);and 357 358 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 359 Disclosure, including, but not limited to, property, general liability, association director and officer professional 360 liability and fidelity policies.The list must include the company names, policy limits, policy deductibles, additional 361 named insureds and expiration dates of the policies listed (Association Insurance Documents); 363 7.3.4. A list byunittype of the Association's assessments, includingboth regular and special 363 9 P 364 assessments as disclosed in the Association's last Annual Disclosure; 365 7.3.5. The Association's most recent financial documents which consist of: (1)the Association's 366 operating budget for the current fiscal year, (2)the Association's most recent annual financial statements, including 368 any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual Disclosure, (3) 369 the results of the Association's most recent available financial audit or review, (4) list of the fees and charges 370 (regardless of name of title of such fees or charges)that the Association's community association manager or 371 Association will charge in connection with the Closing including, but not limited to, any fee incident to the issuance 372 of the Association's statement of assessments(Status Letter), any rush or update fee charged for the Status 373 374 Letter, any record change fee or ownership record transfer fees(Record Change Fee),fees to access documents, 375 (5) list of all assessments required to be paid in advance, reserves or working capital due at Closing and (6) 376 reserve study, if any(§§7.3.4 and 7.3.5, collectively, Financial Documents); 377 7.3.6. Any written notice from the Association to Seller of a"construction defect action"under§ 37838-33.3-303.5, C.R.S.within thepast six months and the result of whether the Association approved or 379 PP 380 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation to 381 disclose adverse material facts as required under§ 10.2(Disclosure of Adverse Material Facts; Subsequent 382 Disclosure; Present Condition) including any problems or defects in the common elements or limited common 383 elements of the Association property. 384 385 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer 386 has the Right to Terminate under§25.1,on or before Association Documents Termination Deadline, based on 387 any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective discretion. Should 388 Buyer receive the Association Documents after Association Documents Deadline, Buyer, at Buyer's option, has 389 390 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.com/eContracts/m_eCON/Contracts/Listing_Contracts/Print_S C... 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 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 Title. 402 403 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will 404 select the title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before 405 Record Title Deadline, Seller must furnish to Buyer,a current commitment for an owner's title insurance policy 406 y p y 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. 417 8.1.3. Owner's Extended Coverage(OEC).The Title Commitment OWill ❑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 OEC will be paid by❑Buyer 424 425 Seller❑One-Half by Buyer and One-Half by Seller❑Other n/a. 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 429 New Surveyor New ILC, defined below, amongother requirements for OEC. If the Title Insurance Commitment is 429 q 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 4345 a35 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 439clerk 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 party or parties obligated to pay for the owner's title insurance 441 policy. 442 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 443 covering al: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 446 Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment 449 or Abstract of Title, notwithstanding§ 13, or any other unsatisfactory title condition, in Buyer's sole subjective 450 451 discretion. If the Abstract of Title,Title Commitment or Title Documents are not received by Buyer on or 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 and the 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 Seller 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, 460 to deliver to Buyer all documents required by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's 461 462 Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the 463 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 466 matters(including,without limitation, rights of first refusal and options)not shown by public records,of which Seller https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_Contracts/Print 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 has actual knowledge(Off-Record Matters). This Section excludes any New ILC or New Survey governed under§ - 470 9(New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right 472 in the Property not shown bypublic records e. unrecorded easement, boundaryline discrepancy or water 472 P rtY ( 9-, P Y 473 rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition(whether disclosed 474 by Seller or revealed by such inspection, notwithstanding§8.2 (Record Title)and§ 13(Transfer of Title)), in 475 Buyer's sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. 476 If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of 477 478 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives 479 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§8.3(Off-Record Title),any title objection 480 by Buyer is governed by the provisions set forth in§8.5(Right to Object to Title, Resolution). If Seller does not 481 receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer 483 accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of 4s4 which Buyer has actual knowledge. 485 8.4. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 486 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON 488 THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE 489 PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT 490 WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE 491 SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE 492 THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE 493 494 COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY 495 OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY 496 CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 497 A tax certificate from the respective county treasurer listing any special taxing districts that effect the 499 Property(Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is 500 located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective sot discretion, Buyer may object,on or before Record Title Objection Deadline. If the Tax Certificate shows that the 502 Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, Buyer 503 has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's inclusion in 504 505 a special taxing district as unsatisfactory to Buyer. 506 8.5. Right to Object to Title,Resolution. Buyer's right to object, in Buyer's sole subjective discretion,to 507 any title matters includes those matters set forth in§8.2(Record Title), §8.3(Off-Record Title), §8.4 (Special 508 Taxing District)and§ 13(Transfer of Title). If Buyer objects to any title matter, on or before the applicable 510 followingoptions: Buyer has the 510 Y 511 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title 512 matter(Notice of Title Objection)on or before the applicable deadline and if Buyer and Seller have not agreed to a 513 written settlement thereof on or before Title Resolution Deadline,this Contract will terminate on the expiration of 515 515 Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection 516 (i.e., Buyer's written notice to waive objection to such items and waives the Right to Terminate for that reason), on 517 or before expiration of Title Resolution Deadline. If either the Record Title Deadline or the Off-Record Title 518 Deadline, or both, are extended pursuant to§ 8.2 (Record Title), §8.3(Off-Record Title)or§8.4(Special Taxing 519 Districts), the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days 520 521 after Buyer's receipt of the applicable documents; or 522 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under§ 523 25.1, on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 524 subjective ective discretion. 525 526 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a 527 right to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 528 such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve 529 disapproves this Contract,this Contract will terminate. If the right of first refusal is waived explicitly or expires, or 530 the Contract is approved,this Contract will remain in full force and effect. Seller must promptly notifyBuyer in 531 PP P P Y Y 532 writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this Contract has not 533 occurred on or before Right of First Refusal Deadline,this Contract will then terminate. 534 8.7. Title Advisory.The Title Documents affect the title, ownership and use of the Property and should 535 be reviewed carefully.Additionally,other matters not reflected in the Title Documents may affect the title, 536 537 ownership and use of the Property,including,without limitation, boundary lines and encroachments, set-back 538 requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and 539 other unrecorded agreements,water on or under the Property, and various laws and governmental regulations 540 concerning land use,development and environmental matters. 542 542 8.7.1. OIL,GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 543 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER 544 OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR 545 WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS,OTHER MINERALS, https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_Contracts/Prim 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 550 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. 561 561 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 5564 64 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. 563 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters 569 as there are strict time limits provided in this Contract(e.g., Record Title Objection Deadline and Off-Record 57o 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)0 New Improvement Location Certificate 575 576 (New ILC); or,2) 0 New Survey in the form of n/a; is required and the following will apply: 577 9.1.1. Ordering of New ILC or New Survey. 0Seller ❑Buyer will order the New ILC 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, 50 5 80 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 ILC or New Survey will be paid, on 582 or before Closing,by: 0Seller ❑Buyer or n/a 583 9.1.3. Delivery of New ILC or New Survey.Buyer, Seller,the issuer of the Title Commitment(or the 5804 585 provider of the opinion of title if an Abstract of Title)and n/a 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 will be certified by the sss surveyor to all those who are to receive the New ILC or New Survey. 539 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 Seller 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 ILC or New 596 Survey. If the New ILC 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§ 596 8.3 or§ 13: 600 600 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1,that this Contract is terminated; 601 or 602 9.3.2. New ILC or New Survey Objection.Deliver to Seller a written description of any matter that was 603 to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to 605 605 correct. 606 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by 607 Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in 608 writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will 609 terminate on expiration of the New ILC or New Survey Resolution Deadline,unless Seller receives Buyer's 610 611 written withdrawal of the New ILC or New Survey Objection before such termination, i.e.,on or before expiration of 612 New ILC or New Survey Resolution Deadline. 613 614 615 DISCLOSURE, INSPECTION AND DUE DILIGENCE 616 617 10. PROPERTY DISCLOSURE, INSPECTION,INDEMNITY,INSURABILITY, DUE DILIGENCE,AND 618 619 SOURCE OF WATER. 620 10.1. Seller's Property Disclosure.On or before Seller's Property Disclosure Deadline,Seller agrees 621 to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property 622 Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of this Contract. 624 624 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition.Seller must https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_Contracts/Print 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 disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees 626 that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact 628 after the date of this Contract, Seller must timelydisclose such adverse fact to Buyer. Buyer has the Right to 628 Y Y 9 - 629 Terminate based on the Seller's new disclosure on the earlier of Closing or five days after Buyers receipt of the 630 new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the 631 Property to Buyer in an"As Is"condition, "Where Is"and"With All Faults." 632 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to 634 have inspections(byone or more third parties, personallyor both)of the Property and Inclusions(Inspection), at 634 P P Y 635 Buyer's expense. if(1)the physical condition of the Property,including, but not limited to,the roof,walls, structural 636 integrity of the Property,the electrical, plumbing, HVAC and other mechanical systems of the Property, (2)the 637 physical condition of the Inclusions, (3)service to the Property(including utilities and communication services), 639 systems and components of the Property(e.g., heatingand plumbing), anyproposed or existingtransportation 639 Y P P rtY (4) P P P 64o project, road,street or highway, or(5)any other activity, odor or noise(whether on or off the Property)and its 641 effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, 642 Buyer may: 644 644 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline,deliver to Seller a 645 written description of any unsatisfactory condition that Buyer requires Seller to correct; or 646 10.3.2, Terminate.On or before the Inspection Termination Deadline, notify Seller in writing, b47 pursuant to§25.1,that this Contract is terminated due to any unsatisfactory condition. Inspection Termination 648 Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in§3.1 for 649 650 Inspection Termination Deadline. 651 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 652 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or 653 before Inspection Resolution Deadline,this Contract will terminate on Inspection Resolution Deadline unless 655 Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e.,on or before 656 expiration of Inspection Resolution Deadline. 657 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 658 written agreement between the parties, is responsible for payment for all inspections,tests, surveys; engineering 659 reports, or other reports performed at Buyer's request(Work)and must pay for any damage that occurs to the 660 661 Property and Inclusions as a result of such Work.Buyer must not permit claims or liens of any kind against the 662 Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from 663 and against any liability, damage,cost or expense incurred by Seller and caused by any such Work, claim,or lien. 664 This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any 665 666 such liability, damage,cost or expense,or to enforce this Section, including Sellers reasonable attorney fees, 667 legal fees and expenses. The provisions of this Section survive the termination of this Contract.This§ 10.4 does 668 not apply to items performed pursuant to an Inspection Resolution. 669 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of and 670 premium for property insurance(Property Insurance). Buyer has the Right to Terminate under 25.1,on or before 671 P P Y ( P Y Y 9 §� 672 Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in 673 Buyer's sole subjective discretion. 674 10.6. Due Diligence. 675 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 676 677 copies of the following documents and information pertaining to the Property (Due Diligence Documents)to Buyer 678 on or before Due Diligence Documents Delivery Deadline: 679 ❑ 10.6.1.1. All contracts relating to the operation, maintenance and management of the 681 Property; 681 P Y; 682 ❑ 10.6,1.2. Property tax bills for the last n/years; 683 ❑ 10.6.1.3. As-built construction plans to the Property and the tenant improvements, 684 685 including architectural, electrical, mechanical, and structural systems, engineering reports, and permanent 686 Certificates of Occupancy,to the extent now available; 687 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 688 689 ❑ 10.6.1.5. Operating statements for the past n/a years; 690 ❑ 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 691 ❑ 10.6.1.7. All current leases, including any amendments or other occupancy agreements, 692 693 pertaining to the Property.Those leases or other occupancy agreements pertaining to the Property that survive 644 Closing are as follows(Leases): n/a 695 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but 696 697 has not yet been completed and capital improvement work either scheduled or in process on the date of this 698 Contract; 699 ❑ 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which 700 701 have been made for the past n/a years; 702 https://www.ctmecontracts.coin/eContracts/m eCON/Contracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173,09/16/2020 at 10:04:21 AM, Pgs 13 of 30,Janice K.Vos Caudill, Pitkin County, CO Page 10 of 18 703 ❑ 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the 705 705 Property(if not delivered earlier under§8.3); 706 ❑ 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II 707 environmental reports, letters,test results, advisories and similar documents respective to the existence or 708 nonexistence of asbestos,PCB transformers, or other toxic, hazardous or contaminated substances,and/or 710 underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seller, Seller • 711 warrants that no such reports are in Seller's possession or known to Seller; 712 ❑ 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning the 713 compliance of the Property with said Act; 714 715 ❑ 10.6.1.13. All permits, licenses and other building or use authorizations issued by any • 716 governmental authority with jurisdiction over the Property and written notice of any violation of any such permits, 718 licenses or use authorizations, if any;and 719 ❑ 10.6.1.14. Other documents and information: 720 n/a 721 723 10.6.2. Due Diligence Documents Review and Buyer has the right to review and 7z3 g Objection. Y 9 724 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 725 unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 726 Objection Deadline: 727 10.6.2.1. Notice to Terminate. NotifySeller in writing, 72s pursuant to§25.1, that this Contract 729 is terminated;or 730 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of 731 any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 732 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection 734 is received by Seller,on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have 735 not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline,this 736 Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer's written 737 withdrawal of the Due Diligence Documents Objection before such termination, i.e., on or before expiration of Due 738 Diligence Documents Resolution Deadline. 739 g 740 10.6.3. Zoning. Buyer has the Right to Terminate under§25.1, on or before Due Diligence 741 Documents Objection Deadline,based on any unsatisfactory zoning and any use restrictions imposed by any 742 governmental agency with jurisdiction over the Property, in Buyer's sole subjective discretion. 743 10.5.4. Due Diligence—Environmental,ADA. Buyer has the right to obtain environmental 744 745 inspections of the Property including Phase I and Phase II Environmental Site Assessments, as applicable. ❑ 746 Seller❑Buyer will order or provide❑ Phase I Environmental Site Assessment, ❑ Phase II Environmental 747 Site Assessment(compliant with most current version of the applicable ASTM E1527 standard practices for 748 749 Environmental Site Assessments)and/or❑n/a, at the expense of❑Seller❑Buyer (Environmental Inspection). 750 In addition, Buyer,at Buyer's expense, may also conduct an evaluation whether the Property complies with the 75 75 2 Americans with Disabilities Act(ADA Evaluation).All such inspections and evaluations must be conducted at such 753 times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of 754 the Property, if any. 755 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site 756 Assessment,the Environmental Inspection Termination Deadline will be extended by n/days(Extended 757 Environmental Inspection Termination Deadline)and if such Extended Environmental Inspection Termination 7ss P P 759 Deadline extends beyond the Closing Date,the Closing Date will be extended a like period of time. In such 760 event, ❑Seller❑Buyer must pay the cost for such Phase II Environmental Site Assessment. 761 NotwithstandingBuyer's right to obtain additional environmental inspections of the Property in this 10.6.4, 762 Y 9 P P Y § 763 Buyer has the Right to Terminate under§25.1,on or before Environmental Inspection Termination Deadline, 764 or if applicable,the Extended Environmental Inspection Termination Deadline, based on any unsatisfactory results 765 of Environmental Inspection, in Buyer's sole subjective discretion. 766 Buyer has the Right to Terminate under§25.1, on or before ADA Evaluation Termination Deadline, 768 based on any unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 769 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of that 770 certain property owned by Buyer and commonly known as n/a. Buyer has the Right to Terminate under§25.1 77zeffective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if such 773 property is not sold and closed by such deadline.This Section is for the sole benefit of Buyer. if Seller does not 774 receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to 775 Terminate under this provision. 776 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). 777 778 Buyer❑Does Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 779 Water Addendum disclosing the source of potable water for the Property. ❑There is No Well. Buyer®Does ❑ 780 https://www.ctmecontracts.com/eContracts/m_eCON/Contracts/Listing_Contracts/Print 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 Does Not acknowledge receipt of a copy of the current well permit. 782 Note to Buyer: SOME WATER PROVIDERS RELY,TO VARYING DEGREES, ON NONRENEWABLE 784 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED 785 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 786 10.9. Existing Leases; Modification of Existing Leases; New Leases.Seller states that none of the 787 Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent 788 abatements except as disclosed in the Lease or other writing received by Buyer. Seller will not amend,alter, 789 790 modify, extend or cancel any of the Leases nor will Seller enter into any new leases affecting the Property without 791 the prior written consent of Buyer,which consent will not be unreasonably withheld or delayed. 792 793 11. ESTOPPEL STATEMENTS. 795 79511.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel 796 Statements. Seller must request from all tenants of the Property and if received by Seller, deliver to Buyer on or 797 before Estoppel Statements Deadline, statements in a form and substance reasonably acceptable to Buyer,from 798 each occupant or tenant at the Property(Estoppel Statement)attached to a copy of the Lease stating: 790 800 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 801 11.1.2. That said Lease is in full force and effect and that there have been no subsequent 802 modifications or amendments; 803 11.1.3. The amount of any advance rentals paid, rent concessions given,and deposits paid to 804 Seller; 805 806 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 807 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 808 11.1.6. That the Lease to which the Estoppel Statement is attached is a true,correct and complete 809 copy of the Lease demising the premises it describes. 811 811 11.2. Seller Estoppel Statements. In the event Seller does not receive from all tenants of the Property 812 a completed signed Estoppel Statement,Seller agrees to complete and execute an Estoppel Statement setting 813 forth the information and documents required§11.1 above and deliver the same to Buyer on or before Estoppel 814 814 Statements Deadline. 816 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under§25.1, on or before 817 Estoppel Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole 818 subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Estoppel Statements 819 Deadline. Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. 820 821 822 CLOSING PROVISIONS 823 824 825 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 826 12.1. Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing 627 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 829 Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's 830 lender is required to provide the Closing Company,in a timely manner, all required loan documents and financial 831 information concerning Buyer's loan. Buyer and Seller will furnish any additional information and documents 832 required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and 83 834 complete all customary or reasonably-required documents at or before Closing. 835 12.2. Closing Instructions.Colorado Real Estate Commission's Closing Instructions EAre Are Not 836 executed with this Contract. 837 12.3.Closing. Delivery of deed from Seller to Buyer will be at closing(Closing). Closing will be on the date 838 839 specified as the Closing Date or by mutual agreement at an earlier date.The hour and place of Closing will be as 840 designated by mutual agreement. 841 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs,quality and extent of 842 service vary between different settlement service providers(e.g., attorneys, lenders, inspectors and title 843 844 companies). 845 846 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 848 includingthe tender of anypayment due at Closing, Seller must execute and deliver the followinggood and 848P Y 849 sufficient deed to Buyer,at Closing: 850 851 0 special warranty deed LI general warranty deed ❑ bargain and sale deed❑quit claim deed El personal 852 853 representative's deed ❑ n/a deed.Seller, provided another deed is not selected, must execute and deliver a good 854 and sufficient special warranty deed to Buyer,at Closing. 855 Unless otherwise specified in§30(Additional Provisions), if title will be conveyed using a special warranty 857 deed or ageneral warrantydeed, title will be conveyed 'subject to statutoryexceptions'as defined in§38-30-113 857 Y P 858 https://www.ctmecontracts.com/eContracts/m_eCON/Contracts/Listing_Contracts/Print_S C... 8/4/2020 RECEPTION#: 668173,09/16/2020 at 10:04:21 AM, Pgs 15 of 30,Janice K.Vos Caudill, Pitkin County, CO Page 12 of 18 859 (5)(a), C.R.S, 860 86z 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing,any amounts 863 owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental liens 864 for special improvements installed as of the date of Buyer's signature hereon,whether assessed or not and 865 previous years'taxes,will be paid at or before Closing by Seller from the proceeds of this transaction or from any 866 other source. 867 868 869 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 87 871 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and 872 all other items required to be paid at Closing,except as otherwise provided herein. 873 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 874 ❑Buyer ❑ Seller ©One-Half by Buyer and One-Half by Seller- 875 876 ❑Other n/a 877 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, Seller 878 agrees to promptly request the Association to deliver to Buyer a current Status Letter.Any fees incident to the 879 880 issuance of Association's Status Letter must be paid by©None❑Buyer❑Seller❑One-Half by Buyer and 881 One-Half by Seller.Any Record Change Fee must be paid by®None ❑ Buyer ❑Seller ❑ One-Half by 882 Buyer and One-Half by Seller. 883 884 15.4. Local Transfer Tax. ❑The Local Transfer Tax of n/a%of the Purchase Price must 885 be paid at Closing by©None❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller. 887 887 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 888 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 889 Closing by EINone❑Buyer❑Seller ❑One-Half by Buyer and One-Half by Seller.The Private Transfer fee, 890 whether one or more, is for the following association(s):n/a in the total amount of n/a%of the Purchase Price or 891 892 $. 893 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees, as of the date of this 894 Contract, do not exceed$n/a for: 895 896 ❑Water Stock/Certificates ❑ Water District 897 ❑Augmentation Membership ❑ Small Domestic Water Company❑n/a and must be paid at Closing by n 0 B99 None ❑Buyer❑Seller❑One-Half by Buyer and One-Half by Seller 900 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 902 must be paid when due by®None❑Buyer❑Seller❑One-Half by Buyer and One-Half by Seller. 902 903 15.8. FIRPTA and Colorado Withholding. 904 15.8.1. FIRPTA. The Internal Revenue Service(IRS)may require a substantial portion of the 905 Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not occur, 906 the Buyer could be held liable for the amount of the Seller's tax,interest and penalties. If the box in this Section is 907 908 checked,Seller represents that Seller❑IS a foreign person for purposes of U.S.income taxation. If the box in this 909 Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S.income taxation. 910 Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to 911 verify Seller's foreign person status. If withholding is required,Seller authorizes Closing Company to withhold such 912 913 amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or 914 if an exemption exists. 915 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of 916 the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing,if not 917 otherwise exempt Seller agrees to cooperate with Buyer and ClosingCompany toprovide anyreasonably P 9 P Y P Y 919 requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing Company to 920 withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if 921 withholding applies or if an exemption exists. 922 923 924 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing 925 Date,except as otherwise provided: 926 16.1. Taxes. Personal property taxes,if any, special taxing district assessments, if any and general 927 928 real estate taxes for the year of Closing, based on ❑Taxes for the Calendar Year Immediately Preceding 929 Closing ®Most Recent Mill Levy and Most Recent Assessed Valuation, ❑Other n/a. 930 931 16.2. Rents. Rents based on❑ Rents Actually Received ❑Accrued-At Closing,Seller will 932 transfer or credit to Buyer the security deposits for all Leases assigned,or any remainder after lawful deductions 933 and notify all tenants in writing of such transfer and of the transferee's name and address- Seller must assign to 934 Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such Leases. 936 936 16.3. Association Assessments. Current regular Association assessments and dues(Association https://www.ctmecontracts.com/eContracts/m_eCON/Contracts/Listing_Contracts/Print_S C... 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 Assessments)paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular 9s Association Assessments for deferred maintenance by the Association wilt not be credited to Seller except as may 939 40 be otherwiseprovided bythe GoverningDocuments. Buyer acknowledges that Buyer maybe obligated to paythe goo Y 9 Y 9 941 Association,at Closing, an amount for reserves or working capital.Any special assessment assessed prior to 942 Closing Date by the Association will be the obligation of❑Buyer ❑Seller. Except however,any special 943 assessment by the Association for improvements that have been installed as of the date of Buyer's signature 944 9,45 hereon,whether assessed prior to or after Closing,will be the obligation of Seller. Seller represents there are no 946 unpaid regular or special assessments against the Property except the current regular assessments and n/a. 947 Association Assessments are subject to change as provided in the Governing Documents. 949 16.4. Other Prorations.Water and sewer charges, propane, interest on continuingloan and n/a. 9a99 P P 950 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 951 952 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 953 Possession Time, subject to the Leases as set forth in§ 10.6.1.7. 954 955 956 If Seller, after Closing,fails to deliver possession as specified, Seller will be subject to eviction and will be 957 additionally liable to Buyer for payment of$ /00.00 per day(or any part of a day notwithstanding§ 18.1)from 958 Possession Date and Possession Time until possession is delivered. 959 960 961 I GENERAL PROVISIONS 962 963 964 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 965 18.1. Day.As used in this Contract,the term"day"means the entire day ending at 11:59 p.m., United 966 States Mountain Time(Standard or Daylight Savings, as applicable). 967 968 18.2.Computation of Period of Days, Deadline. In computing a period of days(e.g.,three days after 969 MEC),when the ending date is not specified,the first day is excluded and the last day is included. If any deadline 970 falls on a Saturday, Sunday or federal or Colorado state holiday(Holiday), such deadline El Will ❑Will Not be 972 extended to the next daythat is not a Saturday,Sundayor Holiday. Should neither box be checked,the deadline 972 Y. 973 will not be extended. 974 975 19, CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 977 AND WALK-THROUGH. Except as otherwise provided in this Contract,the Property, Inclusions or both will be 978 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 979 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 980 perils or causes of loss prior to Closing (Property Damage)in an amount of not more than ten percent of the total 981 Purchase Price and if the repair of the damage will be paid by insurance(other than the deductible to be paid by 92 983 Seller),then Seller, upon receipt of the insurance proceeds,will use Seller's reasonable efforts to repair the 984 Property before Closing Date. Buyer has the Right to Terminate under§25.1, on or before Closing Date, if the 985 Property is not repaired before Closing Date,or if the damage exceeds such sum. Should Buyer elect to carry out 986 this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that 988 were received bySeller(but not the Association, if any) resultingfrom damage to the Property and Inclusions, plus 988 9 P Y 989 the amount of any deductible provided for in the insurance policy.This credit may not exceed the Purchase Price. 990 In the event Seller has not received the insurance proceeds prior to Closing,the parties may agree to extend the 991 Closing Date to have the Property repaired prior to Closing or,at the option of Buyer, (1)Seller must assign to 992 Buyer the right to the proceeds at Closing, if acceptable to Seller's insurance company and Buyer's lender; or(2) 993 994 the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to 995 escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such 996 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance 997 claim. 999 19.2. Damage,Inclusions and Services.Should any Inclusion or service(including utilities and loon communication services), system, component or fixture of the Property(collectively Service) (e.g., heating or 1001 plumbing),fail or be damaged between the date of this Contract and Closing or possession,whichever is earlier, 1002 then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, age and 1003 ioo4 quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or loos Service is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering 1006 such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 1007 Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§25.1, on or before Closing 1008 Date, or,at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such 1009 1010 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's right 1o11 for any claim against the Association, if any, will survive Closing. 1012 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1013 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify 1014 https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173,09/16/2020 at 10:04:21 AM, Pgs 17 of 30,Janice K.Vos Caudill, Pitkin County, CO Page 14 of 18 1015 Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§25.1, on or before 1°16 Closing Date,based on such condemnation action, in Buyer's sole subjective discretion.Should Buyer elect to 1018 consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to a 1018 P P Y Y 1019 credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property or 1020 Inclusions but such credit will not include relocation benefits or expenses,or exceed the Purchase Price. 1021 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1022 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1023 1024 complies with this Contract. 1025 19.5. Home Warranty. [Intentionally Deleted] 1026 19.6. Risk of Loss——Growing Crops The risk of loss for damage to growing crops by fire or other 1027 casualty will be borne by the party entitled to the growing crops as provided in§2.8 and such party is entitled to 1029 such insuranceproceeds or benefits for the growingcrops. 1029 1030 1031 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1032 acknowledge that the respective broker has advised that this Contract has important legal consequences and has 1033 recommended the examination of title and consultation with legal and tax or other counsel before signing this 1034 1035 Contract. 1036 1037 21. TIME OF ESSENCE,DEFAULT AND REMEDIES.Time is of the essence for all dates and deadlines in 1038 this Contract.This means that all dates and deadlines are strict and absolute. If any payment due, including 1oao Earnest Money,is not paid, honored or tendered when due, or if any obligation is otperformed timely as provided 1041 in this Contract or waived,the non-defaulting party has the following remedies: 1042 21.1. If Buyer is in Default: 1043 21.1.1. Specific Performance.Seller mayelect to cancel this Contract and all Earnest Money 1044 P 1045 (whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is 1046 not a penalty and the Parties agree the amount Is fair and reasonable. Seller may recover such additional 1°47 damages as may be proper.Alternatively, Seller may elect to treat this Contract as being in full force and effect 1048 and Seller has the right to specific performance or damages,or both_ 1049 1050 21.1.2. Liquidated Damages,Applicable.This§21.1.2 applies unless the box in§21.1.1. is 1°s1 checked.Seller may cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to Seller 1052 and retained by Seller. It is agreed that the Earnest Money specified in§4.1 is LIQUIDATED DAMAGES and not a 1053 penalty,which amount the parties agree is fair and reasonable and (except as provided in§§ 10.4, 22,23 and 24), 1054 1055 said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this 1056 Contract.Seller expressly waives the remedies of specific performance and additional damages. 1057 21.2. If Seller is in Default:Buyer may elect to treat this Contract as canceled, in which case all Earnest loss Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. 1059 Alternative) Buyer mayelect to treat this Contract as beingin full force and effect and Buyer has the right to 1060 Y, Y Y 9 1061 specific performance or damages, or both. 1062 1063 22. LEGAL FEES,COST AND EXPENSES.Anything to the contrary herein notwithstanding,in the event of 1064 any arbitration or litigation relating to this Contract, prior to or after Closing Date,the arbitrator or court must 1065 1066 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses. 1067 1068 23. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing) and is not 1069 resolved,the parties must first proceed,in good faith,to mediation. Mediation is a process in which the parties 1071 meet with an impartialperson who helps to resolve the dispute informallyand confidentially. Mediators cannot Ion P P P 1072 impose binding decisions. Before any mediated settlement is binding,the parties to the dispute must agree to the 1073 settlement, in writing.The parties will jointly appoint an acceptable mediator and will share equally in the cost of 1074 such mediation.The obligation to mediate, unless otherwise agreed,will terminate if the entire dispute is not 107' resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at 1076 1077 that party's last known address(physical or electronic as provided in§27). Nothing in this Section prohibits either 1078 party from filing a lawsuit and recording a!is pendens affecting the Property,before or after the date of written 1°79 notice requesting mediation.This Section will not alter any date in this Contract, unless otherwise agreed, 1080 1082 24. EARNEST MONEY DISPUTE. Except as otherwiseprovided herein, Earnest MoneyHolder must release lost P 1083 the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of 1084 any controversy regarding the Earnest Money,Earnest Money Holder is not required to release the Earnest 1°85 Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any proceeding 1087 between Buyer and Seller; 2 inter lead allparties and deposit Earnest Moneyinto a court of competent 1087 Y O� P P P loss jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees 1089 incurred with such action);or(3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a 1090 copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the case number of the 1091 1092 lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_Contracts/Print SC... 8/4/2020 RECEPTION#: 668173,09/16/2020 at 10:04:21 AM, Pgs 18 of 30,Janice K.Vos Caudill, Pitkin County, CO • Page 15 of 18 1093 Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy 1094 of the Lawsuit and has not interpled the monies at the time of any Order, Earnest Money Holder must disburse the 1096 Earnest Moneypursuant to the Order of the Court.Theparties reaffirm the obligation of 23(Mediation).This logs 9 § 1097 Section will survive cancellation or termination of this Contract. 1098 1099 25. TERMINATION. 1100 25.1. Right to Terminate. If a party has a right to terminate,as provided in this Contract(Right to 1102 Terminate),the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1102 P P �'tY' P 1103 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1104 Contract. If the Notice to Terminate is not received on or before the specified deadline,the party with the Right to 1105 Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate 1106 110? under such provision. 1108 25.2.Effect of Termination. In the event this Contract is terminated,all Earnest Money received 1109 hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to§§ 10.4,22, 1110 23 and 24. 1111 1112 1113 26. ENTIRE AGREEMENT, MODIFICATION,SURVIVAL;SUCCESSORS.This Contract, its exhibits and 1114 specified addenda,constitute the entire agreement between the parties relating to the subject hereof and any prior ills agreements pertaining thereto,whether oral or written, have been merged and integrated into this Contract. No 1116 subsequent modification of any of the terms of this Contract is valid, binding upon the parties,or enforceable 1117 1118 unless made in writing and signed by the parties.Any right or obligation in this Contract that, by its terms, exists or 1119 is intended to be performed after termination or Closing survives the same.Any successor to a party receives the 1120 predecessor's benefits and obligations of this Contract. 1121 1122 1123 27. NOTICE, DELIVERY AND CHOICE OF LAW. 1124 27.1. Physical Delivery and Notice.Any document, or notice to Buyer or Seller must be in writing,except 1125 as provided in§27.2 and is effective when physically received by such party, any individual named in this Contract 1126 to receive documents or notices for such party, Broker,or Brokerage Firm of Broker working with such party 1127 notice or deliveryafter Closingmust be received bythe a not Broker or Brokerage Firm). (except any party, 9 1129 27.2. Electronic Notice.As an alternative to physical delivery, any notice, may be delivered in electronic 1130 form to Buyer or Seller,any individual named in this Contract to receive documents or notices for such party, 1131 Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing must be 1132 received by the party, not Broker or Brokerage Firm)at the electronic address of the recipient by facsimile, email or 1133 1134 internet and/or CTMe contracts. 1135 27.3. Electronic Delivery.Electronic Delivery of documents and notice may be delivered by: (1)email at 1136 the email address of the recipient, (2)a link or access to a website or server provided the recipient receives the 1137 information necessary to access the documents,or(3)facsimile at the facsimile number(Fax No.)of the recipient. 1139 27.4.Choice of Law.This Contract and all disputes arisinghereunder aregoverned byand construed in 1139 P 1140 accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1141 contract in Colorado for real property located in Colorado. 1142 1143 28. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing,by 1144 1145 Buyer and Seller,as evidenced by their signatures below and the offering party receives notice of such acceptance 1146 pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this 1147 document will become a contract between Seller and Buyer.A copy of this Contract may be executed by each 1148 a separately and when each partyhas executed a copythereof,such copies taken together are deemed to be 1149 party, P Y P 9 1150 a full and complete contract between the parties. 1151 1152 29. GOOD FAITH.Buyer and Seller acknowledge that each party has an obligation to act in good faith including, 1153 but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and 1154 1155 Obligations;Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; and Property 1156 Disclosure,Inspection,indemnity, Insurability, Due Diligence and Source of Water. 1157 1158 IADDITIONAL PROVISIONS AND ATTACHMENTS 1159 1160 1161 30. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the Colorado 1162 Real Estate Commission.) 1163 1164 1. Dale Will,Acquisitions Director for Pitkin County Open Space and Trails will recommend 1165 approval of this purchase to the Pitkin County Board of Commissioners. However, final approval of 1166 the purchase contract must come from the Board of County Commissioners after two(2)public 1167 1168 meetings as provided in Paragraph 2 of the ADDENDUM 1. Dale Wills signature on this contract is 1169 only for recommendation of approval and is not binding upon the Board of County 1170 https://www.ctmecontracts.com/eContracts/m eCON/Contracts/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 October 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 31.2.The following documents have been provided but are not a part of this Contract: n/a I SIGNATURES Initials Pak: Ar.4(,oath 0640,4 4d4 ay/77.4,e Date: 8/4/2020 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 81611 Phone: 970 920-5203 Fax: Email Address: dale.will@pitkincounty.com Initials ::: eui assisi m SEC • • S4evta E. Cutt 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.child@pitkincounty.com [NOTE: If this offer is being countered or rejected, do not sign this document. -------- _ - ---__ ---- --- - --------------•—Initials sEIiER9 SIGNATURE https://www.ctmecontracts.com/eContracts/m eCON/Contracts/Listing_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 17 of 18 'Seller: Ernest J. Gerbaz Address:904 Palmer Ave. Glenw Springs CO 81601 . Phone: 970 945-6372 Fax: Email Address: — --- Initials gm i FRS SIGNATURE F • . I Seller.Marjorie Gerbaz Address:904 Palmer Ave. Glenwood Springs CO 8160 Phone: 970 945-6372 Fax: Email Address: Initials SEUFR'SSIGNATURE • • Seller: Edna J. Gerbaz 1 , �° > _...._ --- ':5- � �0 Address:707 9th Street Glenwood Springs� / CO 81601 'I 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 ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in§24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be • made within five days of Earnest Money 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://www.ctrnecontracts.com/eContracts/m_eCON/C ontracts/Listing_Contracts/Print SC.-. 8/4/2020 RECEPTION#:668173,09/16/2020 at 10:04:21 AM, Pgs 21 of 30,Janice K.Vos 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 Firm's compensation or commission is to be paid by n Listing Brokerage❑Buyer❑Other n/a. 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: 970-963-1940 Fax: 970-963-9163 Email Address: mikekennedy@sopris.net 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker 0 Does 0 Does Not 0(n/a)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 Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request,with any mediation requested under§23. Broker is working with Seller as a 0° Seller's Agent 0 Transaction-Broker 0(n/a) LI This is a Change of Status. ❑ Customer. Broker has no brokerage relationship with Seller. 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#: EC 50610 Broker's License#: EA 781235 Brokerage Firm's Name: RE/MAX Mountain West Broker's Name: Date: 8/4/2020 Address: 985 Hwy. 133 Carbondale, CO 81623 Ph: 970-963-1940 Fax: 970-963-9163 Email Address: mikekennedy©sopris.net CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) -©2020 MRI Software LLC-All Rights Reserved https://www.ctmecontracts.com/eContracts/m_eCON/Contracts/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 EYi4 H iY A 1I 4L � S� 21�T1Q1V' • A tract of land situated in the SEV4 of Section 17, Township 10 South, Range 88 West of the 6th P.M., Pitkin County,Colorado; said parcel lying easterly of Redstone Road and being more particu- larly described as follows: Commencing at the East quarter corner of said Section 17, a Brass Cap in place; thence S. 10°33'14"W. 1017.24 feet to a fence corner In place, the True Point of Beginning; thence S. 89°55'04"W, 167.55 feet to a fence corner in place; thence S. 12°46'30"W. 116.96 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,06°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°15'23"E. 399.62 feet to a fence angle point in place; thence N.07°39'17uE, 39.09 feet to a fence corner in place, the True 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 DESCRIBED 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 RECORDS OF PITKIN COUNTY AS RECEPTION NO. 108485. THE GRANTOR HEREIN IS THE SUCCESSOR ItINTEREST TO THE OWNERSHIP OF ALL PROPERTY OF REES LLEWELLYN ADJACENT TO THE PROPERTY OF THE GRANTEES. RECEPTION#:668173, 09/16/2020 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 ESTA 1'h BETWEEN Ernest J.and Marjorie Gerbaz and Edna J. Gerbaz,AS SELLER AND THE BOARD OF COUNTY COMMISSIONERS OF PITKIN 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 KOUKLA,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 to- 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 Pitkin County Board of County Commissioners of an ordinance authorizing the acquisition of the Property by Buyer pursuant to this Contract. In the event such ordinance is not duly adopted by the BOCC within sixty (60) days following the date of signature of Seller or any extension thereof as the parties may, in writing, agree,either Seller or Buyer may,upon written notice to the other,terminate the offer to Contract whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. In the event such ordinance is timely adopted, Buyer shall, at the request of Seller, re-execute this Contract by signature of the Chair of the Pitkin County Board of County Commissioners or the Chair's designee. The term "MEC" as used in this Contract, shall be the date of signature by both the Seller and Chair of the Board of County Commissioners of Pitldn County (or its designee), whichever is latest. If an adopted ordinance contains terms different than this Contract, Seller shall have the right to terminate this Contract within 7 days of BOCC ordinance adoption and shall promptly return all Earnest Money paid by Buyer. If Seller does not terminate this Contract based upon adopted ordinance terms differing from the terms of this 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 Commissioners of Pitldn County c/o Dale Will,Acquisition Director Pitkin County Open Space and Trails 530 East Main St.,Suite 302 Aspen, Colorado 81611 Dale.will@pitkincounty.com With Copies to: The Pitkin County Attorney's Office 530 East Main St.,Suite 301 Aspen, Colorado 81611 Attorney@pitkincounty.com To Seller: 904 Palmer Ave. Glenwood Springs, CO 81601 With a Copy To: Mike Kennedy, RE/MAX 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 intemet delivery shall be deemed given upon date of transmission and notice by personal delivery shall be deemed given when received. 5. Miscellaneous. (a) Saturday. Sunday or Holiday,If any time period referred to in this Contract shall end on a Saturday, Sunday or legal holiday, such time period shall automatically be extended to the first regular business day thereafter. (b) Controlling Law. This Contract shall be construed in accordance with and RECEPTION#: 668173, 09/16/2020 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 related to this Contract shall he 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 reason of such party having or being • deemed to have requested, drafted, required or structured such provision. It is the • intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act,nor shall tilts Contract be construed against such party by virtue of its actions in retaining the scrivener. (g) Attorney Fees. In the event of any action for breach of, to enforce the provisions of, or otherwise involving this Contract,the court in such action shall award a reasonable sum as attorney fees to the party who, in light of the issues litigated and the court's decision on those issues was the substantially prevailing party in the action. If a party voluntarily dismisses an action, a reasonable sum as attorney fees shall be awarded to the other party. 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:7.-2 Dale Will 'V -� � ,_.. Open Space and Trails Acquisitions Director Date Buyer's Name:Board of County Commissioners of Pitkin County • Buyer's S4eoen F. CLit • • Signature Sep-09-2020 By: Steven F. •chi 1(ghaix Date Address: 530 E.Main Street,Suite 302,Aspen CO 81621 Phone No. (970)920-5200 Fax No.: (970).920-5198 • Electronic Address:cdo Rdchard.neileSpitkincountv.com • • i / SeIler's Signature By: Date Address: Phone No.: Fax No.: Electronic Address: [Note:If this offer is being countered or rejected,do not sign this document.Refer to §32] LEND OF CONTRACT TO BUY AND SELL REAL ESTATE RECEPTION#:668173,09/16/2020 at 10:04:21 AM, Pgs 27 of 30,Janice K.Vos Caudill, Pitkin County,CO Docu ; Gseenaeo �a ficate Of Completion ' • Envelope Id:948576FDD7774C6993C3D55077EFEDFA Status:Completed Subject Please DocuSign:GerbazKslgned by Dale and Seller.pdf Source Envelope: Document Pages:23 Signatures:2 Envelope Originator. Certificate Pages:4 Initials:1 Jeanette Jones AutoNav:Enabled - 530 East Main Street Envelopeld Stamping:Disabled Suite 203 Time Zone:(UTC-07:00)Mountain lime(US&Canada) Aspen,CO 81611 jeanette.jones(gpitkincounty.com IP Address:63.246.134.228 d Tracking. .-• i Status:Original Holder.Jeanette Jones Location:DocuSign 9/9/2020 2:10:37 PM jeanette.jones@pitkincountycom S� tgner Events: . y' _ Signature: � Timestamp . Steven F.Child Sent:9/9/2020 2:14:38 PM steve.child@pitkincounty.com Slew, F. Clutt. Viewed:9/9/2020 4:10:43 PM Pitkin County Commissioner Signed:9/9/2020 4:12:26 PM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address:184.63.31.53 Electronic Record and Signature Disclosure: Accepted:9/9/2020 4:10:43.PM ID:571808e5-3455-4293-a004-cc3ac42e52f2 Company Name:Pitkin County,Colorado son Signer Events • Signature. • '.- Timestamp 7. _ ^T j Editor Delivery Events . Status, •• _ • Timestamp - iv gent Delivery°Events_.. � Status. • Timestamp - _ • intermediary•.Delivery-Events' Status.`__ •' _. ; R, • Timestamp~� ' CI ertified•Delivery Events • Status; • • •_• . . •• • . • . Timestamp• _ . �• • • ICa onrb Copy Events., • ... • , . Status . _ • Timestamp• • —1 Vitness Events • Signature: . Timestamp` • •.. otaiy E W vents • ' • Signature. Timestamp Envelope Summary'Events. Status • - - Timestamps • : • .`: Envelope Sent Hashed/Encrypted 9/9/2020 2:14:38 PM Certified Delivered Security Checked 9/9/2020 4:10:43 PM Signing Complete Security Checked 9/9/2020 4:12:26 PM Completed Security Checked 9/9/2020 4:12:26 PM b`ayment'Events ' Status . . ' '. Timestamps . Electronic Recordiand Signature Disclosure ' •��_ __`! 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 on: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 30,Janice K.Vos 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 immediately 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.Vos 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 message-to 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 future 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.