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Home My WebLink Aboutbocc.con.360.2018 - BOCC CONTRACT 11111111111111111111111111111111111111111111111111111,111 /�/(} RECEPTIONS: 647797, R:WOO. D. SADD V! d - DOC CODE. ORDINANCE AcePg t of 43.06/0112018 at 10:14 44 AM 2Q t<"e c� Janice R.Vos Caudtll,Ptthin County,CO AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF?Eckel COUNTY,COLORADO,AUTHORIZING ACQUISITION OF A PARCEL OF LAND BEING A PORTION OF RED MOUNTAIN RANCH BLOCK 3,RECORDED 1N PLAT BOOK 4,PAGE 13, PITKIN COUNTY RECORDS, PITKIN COUNTY,COLORADO ORDINANCE NO. Q9 c7 -2018 RECITALS: 1. Pursuant to 30-35-301 C.R.S., the Board of County Commissioners("BOCC")of Home Rule Counties is authorized to make and publish ordinances for carrying into effect or discharging the powers and duties conferred upon such counties by law and as seems necessary. 2 Pursuant to Section 2.81 of the Home Rule Charter,the BOCC is authorized to take official action by Ordinance for certain mat ars where action is prescribed pursuant Ic the Colorado Revised Statues as amended 3. The property legally described as a parcel of land being a portion of Red Mountain Ranch Block 3,Recorded in Plat Book 4,Page 13,Pitkin County Records,Pitkin County Colorado aka the Red Mountain Ranch Common Area Parcel(rhe"Property") is approximately fifty-five(55 acres). 4, The Red Mountain Ranch Home Owners Association(the "Association")desires to transfer the Property to Pitkin County for the express purpose of preserving the scenic and open space values of the Property and forever extinguishing development on the Property. 3. To effectuate the County's acquisition of the Property,the BOCC and the Association entered into a certain Contract to Buy and Sell Real Estate dated March 20,2018(the'Contract"). A copy of the Contract is appended hereto al Exhibit I. 6. The Contract requires that the Property be transferred to the BOCC by Special W ananry Deed,the form or which has beta approved by the Pitkin County Attorney's Office,which includes deed restrictions and use conditions applicable to the Property that shall forever burden the Property and such burden shall run with the land in perpetuity. A copy of the Special Warranty Deed exerted by Mr.Jerry Murdock,as President of the Association,is appended hereto as Exhibit 2. 7. The BOCC fmds that adoption of this Ordinance is necessary fur the immediate preservation of the public health,safety and welfare of the citizens of Pitkin County and therefore declares this ordinance and legislation to be effective immediately upon adoption, S. The Chair or Chair's designee shall be authorizing to sign the documents necessary to complete this transaction in substantially that form approved by the County Attorney. NOW THEREFORE,BE IT ORDAINED by the Board of County Commissioners of Pitkin County,Colorado that it hereby adopts an Ordinance Authorizing Acquisition of a Parcel of Land Being a Portion of Red Mountain Ranch Block 3, Recorded in Plat Book4,Page l3,Pitkin County Records, Pitkin County, Colorado and authonzes the Chair or the Chair's designee to sign the Ordinance and upon the satisfaction of the County Attorney as to form, execute any other associated documents necessary to complete this matter Further, that the Chair or the Chair's designee shall be authorized to: 1. Execute the acceptance of the Special Warranty Deed in substantially the same form as Exhibit 2 appended hereto upon approval of the form by the County Attorney and satisfaction of the conditions and contingencies in the Contract. 3. Execute other documents as necessary to complete the transaction upon approval of the form by the County Attorney. INTRODUCED AND FIRST READ ON THE 25th DAY OF APRIL 2018 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 9th DAY OF MAY 2018. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF TFC ORD CEPUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 367' DAY OF !'f+r v t / 2018. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFIFt CIAL PITKIN COUNTY WEBSITE(wwwpitkincountv.com)ON THE 2( �- DAY OF rv. I 2018. ADO TED AFTER FINAL READING AND PUBLIC HEARING ON THE 9 DAY OF 2018. PUBLISHED BY TITLE AND SHORT SUMMARY,AFTER ADOPTION,IN THE ASPEN TIMES WEEKLY ON THE rid' DAY OF 31\ u. 2018. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE(www.mtkincountYcoml ON THE /St DAY OF .01 cc y ,2018. J [Signature Fagots)Follow] ATTEST: BOARD OFOFnCOUNTY COMMISSIONERS By: 1 a z By: 11YDS �app.1. Jeanett• !ones Patti Clapper,Chair Depu County Clerk Date: 05v15-!8 APPRIVED AS TO FORM: MANAGER APPROVAL: 1% loo titi1 A Richa '+. eiley Ill, on Pe ock, aunty Manager Assist: t .unty Attorney Exhibit Ito Ordinance Authorizing Aequsaion of Red Mountain Ran ah()6Tctybr' iT # (Ee 1 :la mimetic/94/9soINk lona chip;cetrnzaitecd addipeaa bout Hza appy%oydx Colon*Rat Cats Coinmtuen 2 (CBS44131Mand0e11 4 THIS FORM ItAS IMPORTANT LEGAL CONSEQUENCES ANO HIE PARTIES 5110129 CONSULT LEGAL AM) fAX OR S OTHER COUNSEL BEFORE SIGNING 6 CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 9 4?)Properly with No Residences) res property with Residences-Residential Adde,duar Attached) 12 Dau: Match 15,2018 13 I AGREEMENT is I. AGREEMENT. Buyer agrees to buy and Seller egmes to sell,Are Property desenbed below on the terms and conditions tet 15 forth in Ibis cpnoas(Comreen. 16 2, PARTIES AND PROPERTY. 17 ;I, Buyer. Buyer,Baird d County Cun,Jesippss M Plain Ovary,comrade m wd:lake tick to is Propady described below ss[Jain TCMRI❑Teens le Comnea',A,0mw I9 2.2, No Assignability. This Contract Is Not assignable by Buyer artless otherwise specs in Additlenae Provisions. 20 21 • 2.). Seiler, SeUer,Red MouMsN Race Imre Owner.Naedaiv, _ _, i5 22 the currentowm of the Property describedbebw. 23 2.4, Property. The Properly k the fdbwlea legally described ret mute In the County of PBtin Colorado is See attached Exhibit A. 26 27 21 29 ),own H No. NM 30 Slue Address City Sum Zip 31 together with the interests.easements,rights,talents.Improvements and attached fixtures appurtenant thereto,and an Interest of II Sei kr in vacated sheds end alleys adjacent thenelo,except e herein excluded(Ptoper1y). 33 3e 2.5, lactation& The Purchase Pm«Includes the following items(Inclustono)' 35 2.5.1, Inelaslons. The following items,whether nnwes or personal propely,arc Included in the?evilest Pthe 36 un:ue satiated under Eaduaianat 37 N/A 33 39 ib 42 if rch se rrct. nems are poached c0 the Pavan,SRV the date of this Contract,such additional Items Aro deo includedIp the a3 PurchasePrke. see 2.5.2, Personal Properly-Cooreyeace. Any personal prapmry must be conrcyed at Closing by Sella free and e5 clwof all taxes(except personal property taxes for the year of Chung),urns and encumbrance.tucpl Na 46 Conveyer«ofal,personal properly wig be ty bhi of ale or mhcappi,cab:c Segal mNnima* 49 see 2.6. Exclusions. Thefol'owing irons us excluded(Exclusion* e9 NIA 50 sl 52 53 (244.415. CONTRACT TO WHAMMY REALFSTAyEttiNpl Payr lite] hl ii. Weser RBghts,Well Rights,WnSuntraper awlSuntrap n2.1,1. Deeded Water Rights. The tanning legally described water righty 56 57 5e Any deeded water rights will be conveyed by a good and sufficient deed et Closing. 59 2.12. Other Rights Relating to Water. The following rights relating to water not Included is i¢2.7.1.2,73, 0 4ad 2.15,wilt be smufered to Buyer et Closing: 61 61 6l ' { 2. .3. Well Rights eer egrets to supply rynird infnmeaunn to Buyer about the will 9uyer understands that 64 t thb e well to be trenstnnd Is a'Smad Capacity Well'ora Domenic Exempt Water Well;meed fon ordinary bousehdd 65 purposes,Buyer must,prw CL prior or at Closing,complete a enge In Ownership loon for the well If an existing well hoc not been 66 registered with de Coloreds Dlvisbn of Water Ftewuras and In tlb wsl ofmm of Nasunl Resources (Division), Buyer mut 67 complete*registration ofea'sting well form fns the wail and pay she test ofny35nuion.Ifrn person will be providing a dug 65service io onmeetlan with We transaction,Buyer must Rle We Dean with the Division within Wily days alfa Closing.Tie Well 69 t04 l0 21.4. Water Stack Car Motes. The nannochsxnl8ni>to be transferred at Cbnirg ere es follows: n 22 73 215. Wates trod Sewn Teas.The pre;ass tans that net and sews tqs listed kin for the Pmpem am being 74 conveyed u pan of the Purchase?rite u follmw. 75 24 I) 75 .a W If any voter or sewer taps are locieded in the sole,Buyer R advised to obrai;from the pro;Nay written continuant,*et al the amount remaining to be paid if any,time and other n dgl ,to for transfer nod umof the taps. Al 2.T.6. Cenve21.4 If Water Buyer is to teethe any rlgbts to waw pursuant nt to¢welt (Other Right Relating m Wang, e Bl ¢ 2.14 (Well Rights),or¢ 13.4 (Waver Stock Certificates), Seller agrees to convey melt rlgnn to Buyer by executing the 1e appl'eable legalInstrumentel Closing. is 28. Growing Crops. With respect to growntrope Seller end Boyer agree as Dolour 86 87 0 3. DATES AND DEADLINES. Dem Na. Reference Event Date or Deadline _ 1 fi 43 AI(orwEive Earnest Matey Deadline ni. Title .. tndD..nin.enw...—: _ I 2 ¢81 Record'I1de Deadline 14ins Me sop 3 ¢t2 Rawl-Mk Objeaipn Deadr. namanrx 4 g1.3 O(f.Recoedrne Deadline se y.w.atas _ 5 ¢83 Off-Record Title Objection Deadline, wean Peaeec 6 &SA Tide Resolution Deadline asIsr,aawswC 1 4 1.6 Right of Thai Refunl Deadline we Owning'Association ___urangssiggogresepagg I 41.3 Association Documents Deane m 9 2 I _. Abociatim Documents Ob tion Deadhine - Seller's Property DtsNosure 10 ;105 Sofia's Property DlmMate Deadline 14 air vomit Lata*ed Credit i jt( .:-.Mr } tr II ¢5.1 Loan ApcNeation Dedlini ita ? $5.2 Loan Objemron Nadu In 13 }53 Bayer's&edit In romance Deadline _ to 14 ¢53 Dimpproval of Buyer's OedR Infomndion Deadline is 15 ¢5.4 Existing Lou Documents DeseRlBe M 16 F 5.4 I Existing Loin Documents Objection Dedtine w CP514.lg CONTRATTDaLR'ANDssu.P AI.ESTATaIIA*)I hes mar 17 I Q54 Ian TranafuApproval Deadline nes I 18 X4.7 Seiler ar Private Financing Deadline n A. ppral Yar . 196.3 Appraisal Deadline 20 ,6.3 Appnini Objech n Ranine 21 I §62 Appraisal Resolution Oeedllne Survey .... :.,^—" v `{`9....: ?3 -9.1 New ILC or Nev.Survey Deadline n _1 9.3 wlLC or New Survey Objection Dadlirc as 3kw!LC of Nov Survey Resolution Deadline a _ In .tenon and Due Diligence ._ 25 I • mon Ob ection Deadline Mama 26 910.3 1 .... don Resolution Deadline mason -- 910.5 POOPMy Insurance Objection Deadline or in 10.6 Doe Dili t axe Documents Delivery Deadline n 29 10b But cc Davmcnls O*eS Dt dac Ten - � 30 . 10.6 She Dili. _Dacsrenn Remiction Deadline n 31 06 Environmental Inspection Ob(emlon Deadline Mn btaoe 32 410E ADA Evaluation Cbleeon Dndllne n 33 • 10.7 Conditional Sak Deadltt eor _ 34 11.1 Tenant Estoppel Statements Deadline Is. 35 4112 Tenant Estoppel Statements°Neaten Deadline'N• Clawing and Poems an an CIS Dae 114411142041 n Posscesiaetate nYtate train Possession Ttme ser pa, MEM Acre. .nee Dendllve Die Wnm.tee 40 Som Atte. ante Deadline Time ---- amen __ 59 2.1. AppUcab3ticy or Terms. Any box checked it ibis Comma means the carr ponding pmvision applies. Ary box, 90 blank or line in this Contract left bunk or completed with the abbreviation"WA",or the word'Deleted"means snob provision, 9t Indud kg any djJn.Is nm applicable and the corresponding provision of Nle COMM to which reference is mule is deleted.If Al no box re:baked la a provision that corcalnsz sekctlan of'Nont"•au*prvhso,tons ths'Nont'eppEts 93 The abbreviation"MEC'(mutual execution orthk Caaac°lteansthe date upon which both panes have signed tSia Convert. 94 93 4. PURCHASE PRICBAND TERMS 96 4.1. Pirko nod Terms. The Perchmt Price Int forth below is payable in U.S Dollars by Buyer as lallosn. hem No. Nem —_ A t mount i Purchase Price i ��U Earnest Money )fir J 3 (� New Lane A6 As...lion Balance C 1 = Sete erPSntia �. Sc Absentia = S f_ •Y Cub n Closing � egnn .. TOTAL i CU 97 4.8. Seller Ca eenloo. Al Closing, Salla will crtd0 to Buyer S. (Seller Concession). The Sella 91 Contesslan may be Lead fez any Buyer fey cos.charge or npinae to the extent We M, is le'Sewed by the Ones.e & 99 ad is included In the Closing Statement or Closing Disclosure.in 0osin3. hamptes of dlowabk Itcmn m be paid EP by the 100 Seller Cescsskn include,bio am nes limited n' Buyer's closing costa.loan dlsemmt polnn,loan mlginwion hes,mewl items WI and any other fee.PIA charge,=pease or expenditure.Seller Concession u in addition to any sum Seiler has opted to gay or 102 credit Buyer elsewhere in this Contract. cosmic. CtoflACT70 DIAL AerfSELL REAL ESTATE{LAMA IA&C 0 te3 4,1 Daunt Money. The Euros Monty x:faith in Mk section,:n the form of a ,Wil be 104 payable to end held by _ (Earnest Money Holder),in its trust aeaunl,on baud(of 105 both Seller end Boyar.The Earnest Money deposit must be tendered,by Buyer,with this ConVOet alta the parties mutually tad ere to an Aueruniee Earnest Mangy Deana*tor its pont.The patten authorize delivery melte Eamon Morey depositor to' the company conducting Me Closing(Closing Company).it any,a or before Closing In the men arrest Money Holder has IM agreed to have Interest on Earnest Mo nay deposits transferred to a lurk established for the purpose or moulding affordable homing IM Ice Colorado minas,Set and BorerckwKxdte ad are that any interest Mining on the Eared Morey deposited with the Ito Earnest Money Hotder in This transaction will be tnmheed to such find. 11 4.3,1. AhernHve Earnest Morey Deadline. The deadline for delivering the Ewell Money,if usher than et the 117 Unmet kaki of ibis Contract,kmesa forth a to Alternative Earned MoneyOadhan n 13 4.3E Return of Earnest Money. If Buyer has a Right to laminate and timely termines,Buyer Is added to 114 the return of Eamon Morey as provided in liths Contract. f this Contract is terminated as set fonh o§25 and,actin u provided 1 is In§24,if the Earnest Wary has not afady been tervmed Thlkwleg receipt ofa Node.to Terminate.Seller nest to cswote i6 end roam b Buyer or Broker workin&with Buya,written mulai kstrjmbnt(e g.,Earnest Marcy Release form),within three Ill days ofsener's omelet of such form. I 4.4. Fame ofFunds;lime etPaymnt;Available Funds. J59 4.4.1 Cnod Fends. All minima PaYable by the penia at Closing,Including any ken proceeds,Cash a Ckdng 110 rad closing cosi,must be in funds to comply with all epplieYhk Colorado laws,Including eleeuonk transfer aids,certified Ill check,ntingsand loan teller's Bork end whler's duck(Good Funds) &d.7. Time of Paymot;Available Fads. AR feeds,Irckdtrhgrtt Pathan Mato be pad by Buyer,must be 123 paid before or at Closing or as otherwise agreed in writing between the panics to allow disboaanenr by Clewing Company at 114 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Bayer represent that Buyer, as of the date of this i2$ Comma,Q Does❑Does Na have fads that are hnmedinoiy verifiable and mailable in an amount no las than the&mea t Ile slated at Crib al Closing in§4.1. ❑1 4.5. New loon. ire OBI, Buya to Pay gena Cate Bayer,except as provided1n a 42,if applicable.man timely pay buyer's ion 119 costs loon discount points,prepaid items nd lose aighmion fen,es required by lender. 130 4.5.2. Boyer May Select Ftnaidng. Buyer tory pay a cash or select Dnnaag appropriate and mumble to i3: BLyer,ind,daga dig nt km than ithiady sought,except asreardard 43)04 iii(Adrienne Provision). 132 4.5.7 Lose "Wilts Buyer may Purchase the Property using any of the bibwine types of lone. 133 0 ConventionnlJOtherO 134 4.6. Assumption. Buyer Ural to amen mad pay en caning ba to the epprodmale amount of the Asanwlion 335 Silent ret forth in §4.1, presently payable at S per includinguipel end interne 136 nsemly a the min of %per ennum,and also Including escrow for the following n Indiwed LI Real Estate Ines i17 Property Woman PrPrealumand p_,__. UB Eiger epees co pay a ban transfer fee not to sated l .At the tore of awuuytioe,the new imam Mt will 139 not exceed' _%per annum ad the Mw paymen will not coxed S per principal and 140 Interest,abs esvow,if any.If the eind principal balance of the existing ben as Closing is hes dun the Anumptin Batnce, 141 which carnes the amnri oteah nopsired filen Buyer an C eliag to be increased by more then i ,twit Buyer hes 142 the Right to Temtateader§225,1,on or before Marna Data bused on the reduced amount of the equal principal balance 143 Sellal Wel) L Wal Not be released frau liability m said ban.If applicubk,continence with B1bi requirements far 144 release hem Ihbity wilt be evidenced by delivery 0 on or beforeLoan Transfer Approval Deadline LI at Closing of an 145 eppromme teller of commitment ham tender.Any ma payable far m14444151 liability will be paid by_. 146 _ in in'moult"Ot to ands S . L7, Sellar ar Pdvaee Flnnneie&_ t41 WARNING: Unless rho transaction is nempt,federal and nae laws impact licensing,other requircmems end restrictions on 149 sellers end prink financier.Conlan provisions on financing and finencing dotumna,unless exempt,should be prepared by in licensed Canada awmey or greased aorlpge loam otgiaatoe Broken should nos prepare or Advise the pada on be speatio 151 of8naomg,hMuding whether or net a party is exempt flora the law. 61 4,7.%. Seiler Financing. If Buyer is Io pay ell or any portion of the Purchase Price with Seller%nencbg,fl 155 Buyer 0 Seller will deliver the proposed Seller Snengag docuaana to the other parry an or before_ days Mom 54 Seger or Private Financing DcadNm. 155 4,7.1.1. Beller May Termbote. If Seller is to provide Seller 6nendng,iha Control is conditioad upon 5m Sever detrmmag whether such 4nascing is sLhtsolely to the Selhr,intkdinS la psymmw,;natal rale,teras,condition,con 157 and compliance with the law.Seiler has the Rigkin Terminate under§25.1,on or before Seta or Private Fiaaadng lkadelne, ISB if such Sella financing is not satisfactory to de Seller,in Seller's sole 3ubJectIn acardia,. 159 4.1.2. Buyer May Termaata.If Buyer is Io pay NI et any ponies of abs Porchae Pries with Seller or pOvate 160 financing,this Contract is conditional upon Buyer determining whether such fmandag B satisfactory to the Buyer.including its 161 availability,payments,interest tale,terms,mndeioi$and cost. Buyer Ku the Right to Terminateunda§2$.1,On or before Seller C6G.41% COMBACTTOIVI'MNWSELL REML r33TATt%LAND] omaei In 162 or Prince Finsecisg Medium, It sun Stier sr private A:mrdng k not saicfutey m Buyer, in Buyer's sok subject/90 163 diuretion. 164 TRANSACTIONPROVISIONS I6s S FINANCING CONDITIONS AND OBLIGATIONS. 166 SI. Lou Applicata*. If Buyer is to pay x11 et pen of the Purslane Price by obtafnbig one or more new buss(New 162 Loan),or Ilan existing loan is not to berelapsed at Cooing,Buya,if required by sashlender,must make to appikadoa verifiable 168 by such lender,no or before Loan Appllnlbn Deadline and exercise reasonable efforts 10 obtain ouch lou or approval. 169 5.2. Lao ObfenleL. If Byer n to pay all at pan of the Portliest Price with it New Loan,Nn Contrast Isconditioal 170 upon Buyer determining. In Buyer's sole subjective dhcreron whether the New Leos is satisfactory to Bayer,is tending its 121 availability,payments.interestrate,terms,conditions,aid con ofauch New Loan.This condi:ion Is for the sole benefit of Buyer. IN Buyer hes the R,pd to Tenningle tinder I 23.1,on of before We Objection Deadline,if the New fou is not satisfactory lo 173 Buyer, he Buyer's sok subjecting d,smiom IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE I/4 BUYER'S WRITTEN NOTICE TO TERMINATE,BUYER'S EARNEST MONEY WILL RE NONREFUNDABLE,except 125 as otherwise orovlded la fah Comma lc g,Appraisal,Title Survey). 176 53. Credit Infermadon. If an existing IoM is nal le be rakaed at Cloak&(itis Contract is enediiYnal(for the sole sal benefit of Seller)upon Seller's approval of Buyer's Rna,risl ability and creditworhines4 which approval will be Seller's sole D8 subjective dlu,eIion. Aernrdingly: (I) Buyer mea supply ro Seller by Buyer's Credit Inform/than Peadline, at Buyer's 129 swain, itfamuion and Creme e:as;ncludirg a arrest=slit*pun)esuexnirg Boyds Fsandd,empMymen:end endh 160 coaditkn;121 Buyer coinage Nat Seller may verify Buyers Rnmciel ability and credltworminess:and(3)any sunk information Ill and dominants received by Seller mum be held by Seller in confidence,end not released to others except o mimeos Seller's interest 182 la ibiseamctkn If the Cashel Claasgkless Nan natteeth in 4.1 of this Contact,Seer has Mt EWE to TeminJealder 183 §25 I,on a'before Closing, If Seller disapproves of Buyer's financial ability or creditworthiness, in Stiles sole subjecelve 184 discnjlon,Seller ha the Wahl to Terminate under§23.1,on or before Rimppravd of buyer's Credit Information nadir, In Sl,. Exkting Lou,Review. Iran existing Ian is wet to be teemed at Ckdug,Solite nvnt deliver copies of the ba 196 documents(Including halo,deed of Fun,and any modigcalisms)to Buyer by Existing Loan Doeuaenk Dadliae.For the sok I82 benefit of Buyer,this Contract is eadniond upon Buyers review and approval of the provisions of such loan documents Buyer 18d has the Right to Terrains:, order §25.I, on of before Existing Lean Documents Objection Padife, based on any 189 unsetis(eern,y provision of sad loan documents.to Buyers tole subjattee disrterbn.Ifthe dada's approval ofa transfer of the '90 Property is required,this Contract Is conditional upon Buyer's obtaining such approval without change in the ierms of such loan, in except n se:troth in 54.6.If tender's aptrosd is not obtained by Loan Transfer Approval Deadline,this Content will 192 terminate Ni Sod deadline. Seller ha Bol Right to Terminate under§S.I.oat or before C3odny in Sellers sole abjactive 193 d'ucretioh If Seller is to be released from liability ender such existing loan and Buyer dots not obtain nob compliance as sal forth IN in§4d. 195 6. APPRAISAL PROVISIONS. 196 6.1, Appnfal Definition.An"Appraisal'Is an opinion of value prepared by a licensed or certified epprehcr.engaged tar on belief('afeuyee or Boyer's boder,m desenntne the Prepay's monies value(Appalled Value). The Appraisal nay also see In forth certain lender requirements,replacements,removalsor repairs sccesaay on or to the Propcdy as a condition or lie Prvpeny t99 robe 9duedrmhe Appraised Value. 200 62. Appraise(Condtioa. The appt;abk appraisal pm.uion set bah belowappiies to the respective bar typeset fork 201 In§433,or if a cash transaction(i.e.no financing),§63.1 applies. 202 61.1. Conventual/Other. Buyer has the nen to obtain an Appra sal.If the Appraised Vi'ue is less than the sot Puebae Prim,or Ifthe App-sfsl is ted received by Seger on or berme Appnkel PeedIoe Buyer nay,on or Begone Appuahai 204 061011ne Deadline,notwithstanding§R3 or§13: 205 6.2.1.1. Nutlet to Terminals, NotIB Seller o wnbng that his Cornet is terminated;or 306 63.IL Appraisal Objection. Past to Seiler a written abjection accompanied by either a copy of Ms 202 Aponte'or written noting from tender that confirms the Appraise!Value Is lam don @e Purchase Price. 208 63.1.1 Appraisal Resataba. If an Appraisal Objection is,eawed by Seller,on or before Appraisal i09 Obje0lbn Deadline,and if Buyer end Seller have not agreed in writing Ws settlement thereof on or before Appraisal Resolution 110 Peidiba(§3), This Coatut will terminate on the Apprakat Resolution Deadline, unless Seller receives Buyer's mitten 211 withdrawal of the Appraisal Objection before such termination,I.e,on or before expiration of Appnb.I Resolution Deadline. 212 213 6,3. Lender Property Requirements. If the lender impose. any rauiemenns, replacements, mnovbs or repairs 214 including any specified in the Appaisd(Lender Ragairemena)to be made to the!imagery(e.g.,roof repair,repainting),beyond 215 Shen maneealeedy siren by Seiler in Ibis Contact,Seller has le Right to Terminate Ender§25.1,(ntdwiJNsnding§ID of 216 this Contact),on or before lliree days knowing Seller's receipt ofthe Lender Requirements in Sellers sole sabjenive discretion. 217 Sellars RIM to Terminate a this§33 does nes apply t(on or belba any Rimimpn by Seller pursuant b this§6.3 (I)Ne Cl$J-l15. CONTRACT TO OBI'ANOSnu ANAL ESTATE runm Peet s 017 its Forties emu into a wrmte agreement regarding the Lender Ke%itrnet%i,;or(2)the Lender Requrtmcnts ham been completed;or 219 (3)the satisfaction of the Leader lltquircmenls is waived In writing by bluya. ff----tt no RA Com at Appnkel.Cost of the Appealed m be ohdnd after the due of this Coronet must be timely paid by L-} 211 Buyer QSeller. The cost of the Appraisal may include any end all tees paid to the appraiser,appraisal management company. 122 lender's pent or ell three, m 224 7. OWNERS' ASSOCIATION. This Section k appliesbk it the Property Is located within * Common Interest 223 Communityend subject to much declaration 226 7,1. Common Interest Communs0 Obebare, THE PROPERTY IS LOCATED WITHIN A COMMON ?2r' WTERFSTCOMMUMTY AND IS SIJBJECTTO THE DECLARATION FOR TIIECOMMUNITY.THE OWNER OF 221 THE PROPERTY WILL BE REWIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 229 COMMUNITY 4140 WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 23C ASSOCIATION.THE DECLARATION,BYLAWS,AND RULES AND REGULATIONS NTLA,IMPOSE FINANCIAL 231 OBLIGATIONS UPON THE OWNER OP THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 231 ASSESSMENTS OF THE ASSOCIATION. W THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE 213 ASSOCIATION COULD PLACE A LIEN ON THE PROPERLY AND POSSIBLY SELL It TO PAY THE DEBT.THE 311 DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 211 OWNER FROM MAKING CHANGES TO TRB PROPERTY WITHOUT AN ARCHITECTURAL RSVIE'W DY THE no ASSOCIATION(OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION. 237 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 235 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 339 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF NO THE ASSOCIATION. 141 7.2. Owners' Association Documents. Owners' Association Documents (Msocintion Documents) consist of the 212 following 231 73.1. AR Owners'An*cietbn deCbratiom,snicks of lncorpondon,bysws,ertkks of organization,*petering 211 agreemenn.rules and regulations,party well agreements; 245 7.21. Minuses of mem memo anneal mynas'meeting, 246 Its Mens of any Dreams'or managers'meetings dying the sia-mon h period immedimely preceding the 117 dote of this Connex If none of the preceding minutes eve,then the mos recent minus, if any(gf 7.2.1,732 and 7.13, 215 collectively,GovemingOoaummak and NO 7.2.4. The most recent Anomie'documents which miler of,(tsunami ad rams recant bttn;e sheet,(2)tonna 250 end most recent income kW expenditures statement,(3)anneal budget,(4)reserve study,and(5)robe of unpaid assessments,if 251 any(eolkctively,Financial Documents). 252 T,3, Astniation Document;to Buyer. 253 7.3,1. Seller to Provide Auoektbe Daaman. Seller Is tinseled to pmeide to Buyer the Association 254 Documat,.at Seller's apace.on or before Anodotion Documents Deadline. Seller ambtnbN the Association to provide the 255 Annotation Oaamen8 to Bryn.a:Seller's expense Saller`e obtigatica w provide the ARpmnoe Tbcuman B fo'Rlled upon 256 Buyers receipt of the Association Comments,regardless ofwhoprovides such d,vaments, 251 7,4. Conditional on Buyer's Review. Buym has the right to review the Atsocbuion Documents,Biqa hes the Right to 255 Terminate units f 25.1,on r before Association Deannenn Objectoo Daae.based oe any mutisiciory provision is any 1,9 of die AnociMion Doetnneme. In Boys tole subjective dIseredun, Should Buyer mama thr Asseiciatios Documents after 266 Association Documents Deadline, Buyer, it Buyer's<m un,has the Right to Terminate under 123.1 by Buyer's Notice to Terminele rcc4nd bygones on or before:en days alter Buyer's receipt of the Association Doewsenn-rfBuyer does nor recess 262 the Aeuviefgn Documents,or H Buyer's Notice to Terminate would e4herwnse be regotmd to be received by Seller after Closing 263 Date.Buyer's Notice to Terminate must be received by Sao es or before Cosing.If Seller don not rearm Buyers Notice to 264 Temrinau within such time.Buyer tempts the provisions of the Association Document.es Wlskclory,and Buyer waives any 765 Rl*M to Terminate under this provision,mtMlMendiag the pmvnbns of 8.6(Right of First Rafael crContmct Approval). 366 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 267 ILL Es/darkest Retard THIO 36t El 8,1,1, Sella Selects Title Inionnee Company. If this bra is ch:Med,Seller will meet the tide Winsome 269 company to Aunld the owuis tisk insurance policy at Seller's expense On or before Record Title Deadline,Sellwmuu Furnish 270 to Buyer.a eine wmmhment for a owners SM les as policy{Icor Commitment,.io a*mount equal tote Pontius cal price,or irMs box is checked,Dan Abstract of Title certified to a current date.Seller will atom the title Ioniaeco polieylo be 271 ted end delivered k Buyer as soon as pmetktbk at or aka Closing. 273 &L2 Bayer Sans Title Insurance Company. I.this box te checked,Buyer well select the ilk bdatna 271 company to furnish the owners title Insurance policy D Buyer's expense. On or before Record Title Deadline,Buyer must CisS4•16. COPOMACTTO WS'ANDSELL REAL ESTATE ILdMOI Pine sari) 27e, furnish to Serer,a currert mwnitnes:for omelet tide Tasumee policy(Ode Casanament),ix an amo.nu eq.al 0 he PLIMEOS, 276 Prim. 277 If neither box In ff.1.1 or 21.2 le cheated,§I.I.l applies, 171 6.13. Owner's ExteadedCovenge(DEC. The Tule Commitment ❑wiT 0 Witt Not costal Throes 279 Extended Coveage(OEC). If dm Title Commitment k to contain OW, it will commit to delete or insure Doer the svndvd 260 nteptions width mkte 10:(I)minks hi possession,(2)unrecorded nnments,(3)survey manes,(4)unrecorded embanks' 211 lien,(3)gap period(period between the a kahedue and r.me ofecmmgmaa to Dae data and lime the deed is recanted),and;6) m unpaid taxes,a((sstt$$smenv unred Lund lax sales prior to the year of Closing.Any ad illanel premium aspenµto obtain UEC 153 will Mpaid by 3sf 8Boyer Seiler�OntrNnlf by Buyer and One-Nullity Seller Other 354 Regardinsohvvl�iiaher the Contact regahes OEC,the Title lmumxc Commwtm nay not provide OEC or dakv of hiAtt over 203 any es e11 of IM stenderd exeeptions for OP.0 The Title Insurance Company may require a New Survey nr New R.C.defined 266 below,among other requlmmems for OW.If the Title Imuran Commitment is not satisfactory to Buyer,Buyer has•right to 242 abject uder§5.4(Right to Object*Tide,Paola/Pa 308 11.1. Title Documents Title Documents combs of the htbwi:g: (I) copies of any plats, declarations, 289 covenant,condklons end restriction burdening the Pmpeny,and(21 copies of any otter documents1m,if illegible,lemmatis of no soh documents)listed n the nMduk ofamebas(Exceptions)in the T.tk Commlaent(unshed to Beyer(collectively,Tale 291 Uocumems). 292 ISIS. Copies of Title Documents. Buyer muttreceive,an or before Retard Mk Deadline,copies of MI The 293 Documents Thisrequnmet pertain Sy to documents as shown of record N it;*Wee of the clerk and*teenier M the moony 294 when the Property Is boated.The eon of furnishing topics of to documents required in this Section will be at the expense of the 295 party or pants obligated to/my for the owners fide!Moraine policy 296 8.14 Existing AbsernW of Title. Seller mut deliver to Buyer copies arty abstactsof title covering all or any 277 portico dile Pmpeny(Abstrect atTtle)In Seilms possession or before Record Title Deadline. volt BA Record Title. Buyer his the right a review and objets to the Abstract of Tide or Tide Commitment and any of the 199 The Documents es set faith in¢8A(Elgin to Object to Tide,Resolution)on or before Record Tine Objection Deedline. 300 Buyer's obeci*n may be bawd on any unsaddl:ary form or caner offlueCommitmem or Mama of Tide,mbvBhtan&ng 301 ¢I3,or any other unsnisfectory title condition,in Buyer's sole subjective discretion.If the Absorber of Title,Tire Commitment or 302 Ttlt Documents are,or received by Boyce on or belore the Record Title Deadline,or if there is en endorsement to the Title 303 Commhmml that adds a new Exc{:ion totide,a copy of the new Exception to dile and the aodfet The Co-wait-ma wilt be 304 delivered*Buyer.Beyer Otos until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 305 to.(Il any requited Title Do<xneal net timely received by Bayer,(2)any change to the Abbot of Title,Title Comminute! or x06 Thu Dacunenv.or(3t any endorsement to the Tide Commitment IF Sem receives Buyer's:inks to Terminate or tb!im of 307 Title Objection,pursuant to this§82(Record Title),any due objection by Buyer Is governed by the provisions set tomb In§get 306 (Right to Object to Tide,Resolution).If Sella has fulfilled all Seller's obligations if oily,to deliver to Buyer all documents 309 requited byfLI(Evdesee ofRecard Title)aid Seger does nor receive Buyer's Noire to Tumitwe or Notice of The Objection, 310 by the applicable deadline specified show, Buyer accept, the enndltlan of rite as disclosed by the Abstract of Title, Title 31 l Commitment end Title Documents es setbfec*ry. 3!1 13. OtTRecnd Thin Seller mot delver to Buyer,on or beftta Off.Recerd Title Desdane,vue copies of d!eduleg 313 surveys in Seller`s possession peieising to the Property end musk disclose to Buyer nit easements,liens (Including. without 3i4 limittion,govemmeatl improvements approved.bul not yet Inmlkd)ofother fide manus(inebGng,without limitation,rights 315 of first Waal and Wiens)not shown by public words,of which Seller ha actual knowledge(Off-Record Molten).Buyer has 316 the right b inspect the Pnepoy to investigate W'any third party has soy right is lite Property nor atom.,by public =If di(e.g, 317 unrecorded easement,boundary line discrepancy or water rigida).Buyer's Notice to Terminate or Notice of Tide Obi/Soden ofany all enstisfaeexy condition(whether disclosed by Seller or revealed by such irpection,notwithstanding 10.2 and I)),m Buyer's 319 sole subjective discretion,most be aeeived by Belkran or before Off-Remit Title Objection Deaidne.If an Off.Record Matter 320 Is received by Buyer after the Of.Rand The Deadline,Royer ho until the earlier of(Arising or lee days trier receipt by Buyer Sit to review cud object to such OBdtecord Miner.If Seller tettivo Buyer's Notice in Teminte or Notice of Tile Objection 322 prawn*din§43(Offaemd The),say tide obtetion by Buyer and this Comma et governed b3 the Marobm m forts it 323 §I.I(Right to Object to Tide,Resolution).If Seller does not receive Buyer's Notice to Termism*et Notice of Tale Objection by 324 theapplimble deadline specified above,Beyer smryts title"Nett o such MTh,ifny,of third prinks of which Buyer has emus! 323 tiowldge. 326 8,4, Right to Object to'MR,Resolution. Buyers right to object to any ode mann Includes,but Is not limited la those all manes sit font to¢§6.2(Record ride),I)(Off-Record Title)and 13(Transfer of The),In Buyer's sole subjective discretion.If pa Btryero'rjnrs to any the Etta.on nridaee Dsapplkabk dndlate.Boyethu the kodewigo?fions: 329 14.1. Title Objectless,Resulutleo. IfSeller motives Rnyers written notice objecting to my title matter(Notice 330 of Title Objection)on or before she sppltnbk deadline,and if Buyer tad Seller have not weed to a written settlement thereof en 331 or before Title Resolution Deadtlna,this Comm will m.mirete on the exp»tion of Title Resoiutoc Deadline,unlea Seiler 332 receives Buyer's written wNthdnwxl of Buyers Notice of Tide Objection(Le,Buyer's written notice to waive objection to such C1151J41. CONTRACT TO IVY AND SELL REAL ESTATE(L'lcD) "t0e7tett 333 items and waives the Right to Terminate for that reason),on or before expiration of Title Resolution Deadline, If either the 334 Record Title Deadline on he ON-Record Tine Deadline,or both,are extend to do earlier ohCtosing or ten days after receipt of 335 the sppilable documents by Buyer,pursuant to E 12(Record Title)or R 8.3(Off-Record Title).die Talc Rcsolulmn Deadline also 336 will be autonaticallyextended to the earlier PrCosing or fifteen days after Buyer's receipt Drake applinbk&e nnieas;or m 8A.2. Title Objection, RIgtt to Terminate. Buyer may exerciR the Right 10 Terminate under S 21.1,on or 311 befom the applIabk deadline,bued on any unsatisfactory title metier.in Buyers sole subjective discretion. 339 B.S. Special Taxing Dlslrlds, SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 340 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 341 PROPERTY WITHIN SUCH DISTRICTS PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 342 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 343 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 344 INDEBTEDNESS WHHOUT SUCH AN INCREASE IN MILL. LEVIES. BUYERS SHOULD INVESTIGATE THE 345 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 346 TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING 341 FURTHER INFORMATION FROM THE HOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK AND 341 RECORDER,ORTHECOUNTV ASSESSOR. 349 Buyer hu the Right to Terminale under 25.1. on or before ON-Record one Objection Deadline, based on any 330 unsatisfactory effect ofthe Pmpety being loured within a special taxing dbirld,In Buyers sic subjective discretion. 351 8.6, Right or First Refusal or Centred Approval. If there is o right oflintrtfuul on the Property or a Hghc m approve 353 this Contract,Seller must promptly submit this Cwdraer according to the Rens and conditions or such HEN.HIM holder of the 331 right of fret refusal exercises such right or the holder ofa right to approve disapproves 11th Contaq this Contnd will terminate. 334 If the right of first refmal b waived explicitly or;pins,or the Conant is epprovd,this Conincl will remain in full force and 355 effect Seller must promptly notify Buyer in styling oils foregoing.ITexpientlon or waiver of the right of int refusal or approval 356 of this Contract Sc not occurred on or before Right ofFine Refusal Deidgne,this Contract will then terminate. 352 87, Title Advisory, The Title Documents HBO the title, ownership aid the of the Properly and Would be reviewed 35d carefully.AddnioMRy,other malign not reflects In the Title Documents may effect the title,ownership and UK of the Property, 359 including,wlhout limitation,boundary lines and encroachments,set-bad requirements,area,zoning building cede violmkm, 360 unrecorded easements and Helms of easements,leans and other unrecorded agreements,wryer on or under the Roomy, and 361 various laws and governmental regldatians concerning land use,development and emaonmentel molten. 363 C7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 363 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE,AND TRANSFER 364 OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR 361 WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, 366 GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY,WHICH INTERESTS 167 MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE 361 MINERAL ESTATE,OIL,GAS OR WATER 169 8.7.2. SURFACE USE AGREEMENT. THE USE OFTH E SURFACE ESTATE OF THE PROPERTY TO 370 ACCESS THE'O14 GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 371 MEMORANDUM DR OTHER NOTICE OP WHICH MAY RE RECORDED WITH THE COUNTY CLERK AND 372 RECORDER. 373 83.3. OIL AND GASACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 374 TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING,WELL COMPLETION 315 OPERATIONS STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES,PRODUCING WELLS,REWORKI NG 376 OF CURRENT WELLS,AND GAS GATHERING AND PROCESSING FACILITIES. 377 1J4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 371 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO'THE PROPERTY,INCLUDING 379 DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL Jan AND GAS CONSERVATION COMMISSION. 311 L7,5. Title IMuraaee Exeladoor.Meters ver fofh in this Section,and others,may be excepad,excluded from. 382 or not covered by the owner's lick insurance policy. 363 8.1. Consult an Attorney.Buyer is advised to timely consult Iepl counsel with reapers m all such mean as there are Jae strict time limits provided In this Conir.cs leg Record Tote Objection Deadtlneand Off-Record nth Objection Deadline). 315 9. NEW ILC,NEW SURVEY. 386 9.1. New ILC orcin Surrey.Ifthe box is checked,aO New Improvement Location Ccd,Bate(New ILC) 387 DNew Survey In the form ofrr 11 b required and the fdfowiog will apply. 381 9.1.1. Orderly,'of New ILC or New Survey. [1Se11er LJDuyerwrf order the New ILC ahkw Survey.The 3E9 New ILCorNew Survey may iso be a previous ILC or survey that is in the above-requited form,certified and updated as of 390 date after the date of ibis Contact. CFS44-15. CONTRACT TO OW AND SELL REAL ESTATE(LAND) Page 1 en 17 391 9.14. Par New ILC or New Survey. Me cos:of the New ILC or New Survey tui'be aid,on or 392 before Closing,by:OSeller Buyer or: 393 394 39s 396 9.1.1. Delivery of New ILC ea New Survey. Buyer.Siler,the issuer of the Tide Commitment(or the madder 391 of the apinkacf tic Ran Abstract of Talc),and _will teethe a New 1LC or New Stray on or beton 398 New ILC or New Survey Deadline, 399 9 LI. Cemif lion of New PLC or New Surety.Tim Nev ILC or New Sonny will be certified by the surveyor 400 Wail thine who art to receive the Now%Cot NewSurvey. 401 9,2, Suyer's Right to Waive or Change New ILC or New Stoney Sdeecion. Buyer may select a New iLC or New 402 Survey different than Initially specified in 1hk Contract if then n no additional cost to Seller or change 19 the New ILC or New 403 Survey Objection Deadline Buyer may,in Buyers sole subjective dlttmtion,waive a Nev ILC or New Sway if done prior a 404 Seiler inclining any cod for the Sante. 405 9,3. New ILC or New Survey Objection. Buyer in the right to review and object to the Neu ILC or New Survey,If 406 the New ILC or Nev Survey is not timely received by Buyer Iso is unsnkfamnry to Buyer,In Buyer's sole Subjective discretion, 407 Byyer may,on or before New RG or New Sarney Objection Deadgoe,nmwSnrAanding 4 LI or§13: 405 9.31, Notice to Terminate, Notify Seller In wrking that this Convect is terminated,of 409 9.3.2, New ILC or New Survey Objection. Deliver to Seller a written description of my m.rter Saw was to be 410 shown or isshown in the New ILC or New Storey that is:eatiuu^y fad tat Buyer requires Seiler to mtma. 411 9.3,3, New ltd or New Survey Resolution. If it New 1LC or New Sarney Objection is Deceived by Seiler,on 412 or before New PLC or New Surrey Objection Deadline,ant If Buyer and Seller have riot agreed in writing to a settlement au theaeofon or before New!LC or NewSurvey Renlenaa Deadttne,this Conine wa ernkatt one:amtion at the New ILC 410 or New Survey Resolution Deadline, onkel Seller received Buyer's written withdrawal of the New ICC r New Survey 415 Objection before such termination,ie,on or before esplration or New lid or New Surety Resolution Deadline 416DISCLOSURE,INSPECTION AND DUE DILIGENCE 417 It PROPERTY DISCLOSURE,INSPECTION,INDEMNITY, INSURABILITY, DUE DILIGENCE ANO SOURCE 416 OP WATER, 419 10,1. Seller's Property Disclosure, On or before Setter's Property Disclosure Deadline, Seller agrees to deliver to 420 Buyer the most arrant versionof the applicable Celonedo Reel Entla Com merlon's Sellers PP:WM Dtwlosule form completed 411 by Sella to Seller's actual knowledge,current as oftne date of this Contract 422 10.2. Disclosure of Latent Defectit Present Condition, Seller must dlttlose to Buyer any Went defects actually known 423 by Seller.Seller ogres AM disclosure of Iakm defects will be is writhe&Except as otherwise provided In Ras Ceauw,Buyer 434 acknowledges this teller is conveying the Propery to Buyer in in"As Is"wnditkx,, Where Is"se*Wsth At!Paubs" 415 103. Inspection, UnIenotherwise provided In this Contract,Buyer,wing in good fah,her the right o have inspections 41e (by one or mon third patties,personally or both)or the Property and leclesions (Inspection),at Buyers enptn y. If(I)the 42'7 physical condition of the Property,Menthes,but not limited to,the roof,wails,an jewat linearity orehe Property, he ekctrku, 425 plumbing.HVAC end other mechanical systems of the Popery,(2)the physical condition of the inclusions,(3)service to the 429 Property(including utilities and commutates/Ian saWns),systems and romponmts of the Property(e.g,heating and plumbing), 430 (47 RAY Prapond arexiaing tnnponiion Pmjevt.too,meet Of hig',w*y,or(S)jay other ect;vity,odor or Mise(whether Oa or 431 off the Property)end its effect or expected effect on the Properly or its occupants is unsatisfactory, in Buyer's sole subjemvc 431 discredon,Buyer may,on or before inspection Objection Deadline: 431 m.33. NodatoTermsnax, Notify Seller a wnangrhat tits Contract is terminated;or 434 10]3. Inapeetioa Objeellon. Deliver to Seller a wduen desedptkxr of any unsatisfactory physical condition that 435 Buyer requires Seller to correct 436 18.33. Imptec(w Raahwjkn. if as Inspection Oyetion is received by Seger,on or before Impaction Objection 437 Deadline,and if Buyer and Seller hoot net egreed in writing tos settlement thereofof or before Inspection Remlutiva ottani, 436 this Contract will terminals on Inspection Resolution Deadline unless Seller receives Buyers written witkdm e! of the 439 I nspoeticn Objection before such termination,s e.,an or before eypineios of Inspection Raolalkn Deadline, 440 10.4. De mag*.Liens and indemnity. Buyer,except as otherwise provided in TRH Comma or other twines agreement 441 between the pinks,Is responsible for paanenl for all inspec0ons,kss,Serveyl,engineering reports,or other report*performed at 442 Buyer's request(Work)and roust pay to any damage 64u occurs to the Properly and 6nehaloa Is•mug of such Work.Buyer 443 must not permit claims or Rens of any kind against the Property for Wort,performed on the?moony-Buyer agrees to indemnify, 444 protect and hold Seller krmka from and against any liability,damage,cost ot expense ineorred by Seller and caused by any such 441 Work,cuter,or gen.This mdeninly intIAes Sella's right to neovr all cods and espenas incurred by Seller to defend against 446 any such liability,damage,most or expense,or to te@me this section,including Seiler s reasonable attorney fees,tepl fees Ind COS4'6.0, CONTRACT TODDY AND SELL REALESTATEHIAND) Page 9 slit 447 espensts The proviionns of this section Davin the teminerlar of this Canna.This§leA don not apply HI items performed 141 pursuant les an Inspection Resolution, 469 IOS. Iasur,MBSy. Buyer hes the tight ma review and object to the availability,tom,and enedbion of end premium fbr 430 property Msmenee (Properly insurance} Buyer her the Rite to Terminate under 4'•S.I,on or tease Property insurance 451 Objection Dndline,based en any unsatisfactory provision of the Property Insurance, is Buyer's sole subjective discretion. 452 10.6, Due Diligence. 453 104.1. Dan Diligence Documents. If the respective box is Pecked,Senn agrees b deliver npin of her bilowbg 454 documents and Inibrmmma pertaining to the Properly (Due Diligence Documents) to Buyer on Of before Due Diligence 455 Documents Delivery Deadline. 454 O 10.4.27. MI wemias reikingm;6t operator msirenv,ce and management of the Property; 451j❑] 10.6.1.2 Property tae bills for int _, years; 43B 10,6.1,3. As.bulh emnbellon plena 10 the Property end the tenant improvements, including 459 enhitectnt,tknrica:,mClYnic4S,and simmers(sye:e.3,=encamp reports.sad permanent Certificates ofOavpauy,4c the 460 Octant now avaiMble; 461 10.02.4. A list of all Iedudems to be conveyed to Buyer, 462 10,4.1s Opaatbgstman*ats*r IP pen yens; 40 I0.6.Ib. A rent roll accurate and coned to the We of the Conant; 464 10.6.1.7. All current leases,including any amendments n other occupany agreemnn,pertaining to the 445 P.optrty, Those lases or*Der occupancy agreements pertalaing*Mw Sweeny that suryive Closing ere as fol'ows(Lears): 466 467 466 ❑ 164IA. A schedule of any tenant improvement work Seller is obligated to complete bre hes not yet 469 ben completed ndcapibi improvement work either sdwd4e4 or in receasn tee rate etihk Commeg 470 © 1041.9. All insurance policies pertaining to the Progeny stud copies of any claims which hive been 01 made ex Mewls Yana; 472 ,0 169.1.14 Seim reports, sumer sad engineering repent te dole pertaining to the Progeny Of not 475 1Lelivered earlier under 4 Si); 474 .r 10.0.1.11. Any and mg raining riammierthation and reports rega'ding Phase I end II environmental moods. 473 lemon,(est resin, advisories,and similar deo mntsnpectiveto the existence or norm:ten=of asbestos.,PCS trnsimmer.,or 416 other toxic,haardous or Contaminated substation,ndbr nndttgmund singe tants sM/or radon ps.iron repasts Ort ie Senior s 471ossenlon or known to Seller,Sclkr wants that no such tenons are In Seller's possession or known to Seller, en 10.4.1.12 Ary Americom with Ddeb06ksda repot,studs or n,veys concerning the earphone of 479 tJie Property with Said ACC 410 � j 10.6.1.13. All permits, Romps and biller building or use eulhorintiuu Issued by any governmental 411 *Wearily wit4Juritdretn over she Property end written neat Of rile v O r4 n°tny sat permit.Basan or are a*oriatians, 163 ifn%end 465 04.1.14. Other documents end information. 434 465 436 487 401 1042. Due D'dtgenee bacumemru Review and Objection. Buyer ass As right to revirw and object to Our 09 Diligence Documents.If she Due Diligence Documents en not supplied to Buyer or we unsattzmmory in Buyer's sole vubj h.ve 490 disunion,Buyer may.on or hefort Dot Mienea Deennpm Objection Deadline: 491 14.633. Notice*terminate.Notify Seton In writing Mut this Cwsant is terminated;or 491 10.6.22. bee 3Dgpoce Documents Objection. Deliver to Seller a written description of any 493 unsallS00079130C Drlignn Dowmensa that bloc'm)uim Salter m cornet. 494 10.6.23. Der Dtggense Documents*wlnibn. Ifo Due Diligence Dammam.Objection is received 493 by Seller,oa or before Doe Dlllaeaet Documents Objection Deadline,end if Buyer and Seller have not speed in writing to a 495 statement thereof on or before One Diligence Documents Realuhon Deadline,this Contract will terminate on Due Diligent< 497 Vnomeau Rnoiwmn Deadline unless Seller receives Bayer's written whhdnwai of the Da Diligence Documents Objection 491 before rock term nln.ia,.on or before explvdn of Due Diligence Neumann Res *then Deedlme. 499 10.43. Zoning. Buyer has the Right to Terminate under 25.1,on or hereto Due DOJgnce Documents Obpnin 306 DndDn,bend an any asnsface my zoning end any use rnuiciior,000101 by Coy goveramcaa5 agency withjoristeceioc over 36I the Prepetp,in Buyer's*b subjective discretion. 501 1044. Due Diligence—Environmental, ADA. Buyer his the right to obtain nvironmerMal inspections of the 30 Properly indmtag Pbne 1 mad Phan B Environmental She ll:000wts,as*pliable.O saner 0 gayer willorder or provide 504 Phase I Envirnmentel Site Assessment,Pbnse II Environmental SP Assessment(compliant with most M9009 0000 of the sos applicable ASTM ElS27stadard prettiest for Eavirorrnentel Site Assessments)ndkc ,n the e, nse 0134419 CONTRACT TO pin'AND SELL RrAL 6TAT6(IA901) Cop in.117 5D6 of 111 Seller❑Buyer(Environmental Inspection) In addition, Buyer, at Buyer's expense, mcy also conduct in evalsntin 507 whether the Property complies with the Acarkcm relrh Dbobi(tn An(ADA Evaluation).All such Inspections and evaluations 508 must be conducted M such times es are mutually agreeable to minimize the interruption of Seller's end any Seller's tenants' 509 business uses of the Property,Iftiny. 110 If Buyer's Phase I Environmental She Assessment recommends a Phase II Environmental Site Assessment, the Li Environmental Inspection Objection Deadline will be emmnded by days(EMcuded Environmental Inspection Objection sit Deadline)end if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Dae,the Closing Date 513 will be blended a like period°Rina.In such even,['Seller❑Buyer must pay die cost for such Phase II Environmental Site 511 Assessment 115 Notwithstanding Buyer's right o obtain additions)environmental impeetions of the Properly in this§10.63,Buyer has the ale Right to Terminate under§2$.I,on or before Environmental Inspection Objection Deadline,or If appfabk,the Eaended Ii7 Environmental Inspection Objenlon Deadline,based on any until skctory resulu of Envimmnndat Inspection,in Buyer's sole 518 subjective discretion 519 Buyer has the Right to Terminate under §25.1, on or before ADA Evaluation Objection Deadline, based on any 3220 nmensfeetoy ADA Evaluation,in Bayer's sole n.bjective discretion. 321 10.7. Condition!Upon Sale of Properly.This Contract n condmmnal upon the sale and closing of that certain propeny 522 owned by Buyer and commonly known as Buyer las the Right to Terminate 523 under §25.1 effusive upon Selkfs receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if such 524 property is not sold and closed by such deadline,nth§ 10.7 is for the sole benefit of Buyer.If Seller does not receive Buyer's 525 Notice to laminate on or before Conditional Sale Deadline,Buyer waives any Right l9 TamiMtc under this provision. 126 10.0. Source of Potable Water(Residential land and Residential Improvements Only). Buyer❑Does ❑Boa Not 527 acknowledge swat ore copy of Shca's PanM Disclosure or Source of Water Addendum disclosing the source of potable water 528 for the Nnperlyuhere Ls No Well. Buyer IUDae❑Boa Not acknowledge receipt ore copy efdn fungal wellpermit. 529 Note to Boyer SOME WATER PROVIDERS RELY, TO VARYING DECREES,ON NONRENEWABLE GROUND 530 WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 531 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 532 10.9. Relating Learn;Modification of Eddins Inas;New Leave. Slier steles that nae of Leases to be assigned 533 to the Buyer at the time of Closing contain any rent concessions.ant reductions or rem abatements except as disclosed in the 534 Lease or other writing received by Bayer Seller will not emend,alter,modify,extend a cancel my of the Leases nor will Seller 535 enter into any new lasses affecting the Property vnthea the prier written eonsem of Buyer,which consent will not be unreasonably 536 withheld or delayed. 537 11. TENANT ESTOPPEL STATEMENTS. 538 11.1. Tenant Estoppel Statements Conditions. Buyer los the right to review and object to any Estoppel Statements. 539 Sella must obtain and deliver lo Buyer on or before Tenant Estapp.l Statements Deadline,rasemenb in a form and substance 340 reasonably acceptable to Buyer,fmm each occupant or tenant at the Properly(Estoppel 5teument)attached tae copy a fthe Louse 541 stating: 50 11.1.1. The commencement date of the Lease and scheduled urm7natkn date of the Lase; 343 11,11. Thai said Leese is in full force and effect and that there have been no subsequent modifications or 544 amendments; 545 11.13. The amount Many advance rentals paid,rent concession.elven.and deposits paid to Seller, 546 111.4. The amountofmonthy(or other applicable period)rental paid to Seller, 547 11.1.5. Thal there u no default under the tams of said Lease by landlord or occupmr and 541 I lit Thai the Lae to which the Egoppel is anaehed Is a true.corned and complete copy of the Ieasedemising 549 the premises It describes. 550 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under§25.1,on or before Tenant 551 Estoppel Satanenu Objection Deadline,based on any unsatisfactory Esioppel Statement,in Bayefs sole subjective discretion, 532 or if Seller falls to deliver the Estoppel Sulemenu on or before Tenni Estoppel Statements Deadline. Buyer also has the 553 Mutual fight o waive any uosalnhctory Estoppel Statement. 554 555 CLOSING PROVISIONS 556 12. CLOSING DOCUMENTS.INSTRUCTIONS ANDCLOSING. 557 12.1, Closing Doesments and Closing Information. Seller end Buyer will cooperate with the Closing Company to 558 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees.If 559 Buyer is obtaining a new ban to purchase see Property,Beyer acknowledges Buyer's lender is respired to provide the Closing 560 Company,in a timely manner.all regaired Loan documents end Financial information concerning Buyer's new loan.Buyer end CBS4'6.15. CONTRACT TOIIJVANDSELL REAL C5TATEILANO) •'ea11 If 17 561 Seiler wit Pnnnh any additional irkrmasmn end documents rcgibed by Cksine Company that will benecessary to complete the 561 itemisation.Boyer and Seller will sign and compku all customary or reasonably required do nHa or fon Closing 513 I;J. Caskg IaseriRions. Colorado Real Esme ConmIss,oA s Closing Iasrua6sm,Art re Not mended with 564 this Conium 36i 124. Closing. Delivery of ked from Seller to Buyer will be in closing(Closing) Closing will be an the date specified as $66 the Closing Date or by mutual snarler et an earlier date The hour ed plea of Chiming wit) be as deeignmed by 567 5uvah Mk Germane 561 12.4. Disclosure of Settlement Cosa. Buyer and Seller acknowledge that coils, quality, and stent of service very 569 between diffemt=knees secvlaprovi*r.(c g.,atameys,leaden,Inspectors and this companies). 510 13. TRANSFER OF TITLE. Subject to leads of payment et Closing n required herein and complknce by Buyer with the 571 other mous and provisions hereof,Seller must coos and deliver a good and sullickm mnatwaa.y dyad 571 to Ba *t at Casks conveying the Ry.ny free and eke of all taxes except the gacai taxa for She yew of Closing,Except as 573 provided herein,title will be conveyed five and dem of all gem, Including any governmental liens for special improvements 574 installed as of the date of Buyer's signature hereon,svhcher assessed or not.Tile will be conveyed object to: x75 13.i, Those specific Excepdoas described by refernce so recorded documents as reiMnS in the Tisk Dotomenn 576 accepted by Buyer in accordance wfb Record Title. 571 134, Distribution utility easements(including cable TV(, as 13.3. Those specifically described dem of third punka net showy oy the punt:acerata of Much Bvyn has&tai 579 knowledge and which were accepted by Biryur in accordance with OR-Record Title nd New ILC or New Survey, 510 IS d. Inclusion of the Property within my spatial teeing district,and 51: 133 Any sprue;assessment sf the improvements woe not installed as of the dere of Buyer's sidemen harm-whither 58x assessed prim to or after Closing.NO 58) 13.6 Other _ 5t4 384 14. PAI'MENT OF ENCUMBRANCES. Any encumbrance required to he paid will be paid at or before Closing from the 545 proceeds Odds trdnaaionor from any other since 586 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 517 15.1, Closing Cosh. Buyer and Seger must pay,in Good Fords,their respective closing costs and ell other items requbed 575 to be paid.tCloskg,excap.as otherwise provided hada. 549 553. Closing Services Fee. TM ht for re I estate clash'sot vkes must be paid at nosing by 0 Buyer Q Seller 590 Q Onu.Hdr by Buyer and Ons-Nall by Seiler UOther 591 MS. Status Letter and Record Change P Anyfees rlderm the Issuance of Asmclalan's sUteannI of 393 aueumem /Stalin Eis s(Stner)muM be paid by IJ Nane Bonar 0 Sella UOae-Half by Bayer and On-Halt by Sdkr. 593 Any mend change Re assessed by the Assooutim including,but not Ilmite n to,ownership record mfer a regardless of tome 594 or tide of such he(Association's Record Change Fu)mast be paid by UNneI Buyer[]Seller LiOne-HnH by Boyer 595 and OnNhH byShcn. 596 15A. Leal Transfer Tax. 0The Local Transfer Tax of - - M of the Purchase arks mon be paid at Closing by n 391 QNt°Buyer❑Selln0 One-Half by Bayer and One-nawby Seller. 3911 ISA Private Tnnsfee Fn. Pante transfer ha and whet has dues*tmo.fr eche eb.e e4 Closing,s 599 ucommunity axaektion hes.developer fees and found Won kg mint he paid at Clutng by Q Nene Lf Buyer 0 Seller[-) Mo One-Halfby Bayer and Ona-Half by Seller,The Private Transfer fee,whether one or mom,is Per the following associetimgs). PO: insbc leu&anew;af_%or the Punhast P:Ice oct 602 15,6, Water Transfer Fem. The Water Tenths Fees can change The hes,as W the dere of this Contract,do not exceed 603 S Der: EosWirer$rpcWCeSBeaes Water Diesels.. 605 Lj Augmentation Member ip Sm 14Omaaie W*ICOmpeny 0 end 606 emust bepai at Closing by Non Buyer(,-j Senn 0 OawNellby Bayer and OoeHalfby Sella W7 35.7„}.,rSales wed Use Tac. Any sales and use tax Na may accrue because ofehb 060144//0/1 muss be cad when due by 60B ,L/ None l,4 Buyer DSeuar DOne-Half by Buyerand One-Hale by Seller. 609 16. PROBATIONS The following will be mooted to the Clot:Dau,extept as otherwise provided: 610 16,1. Taxa Personlpropnryma%Witty,special taxing dMtrkiuseamrnn,ifany,saderstreei estate taxes fes the 611 year of Closing,Meed on (Taa kr Aho Cotentin nYear Immediately Pruedhg ClosingJ Most Recent MM Levy and 613 Mast Rnevt ARMCO Value ogJ[jer 613 t41 Roan Rents based co UReau Atiwauy Received IAeened.Al Closing,Sella will transfer or credit to 614 Bryn;be security deposits for all Lasa assigned,or any remsltda pia lawful deductlns,and redly all Beams in wridng of Cass-4 IL COKTIACT TO bat'AN/SELL REAL(STATE(LAMfl Poo 11 ori' 615 such most and of the traDsaene'i lane and address.Serer must assign to Buyer di Leases in efftn at Closing end Stye:max 616 assume Seller's obligations under such Leases. 617 163. Auothtion Assessment/. Cunard regular Aucehlko eeseaments and dues(Association Asaasmanta) paid in 6I *done laid be credited to Seller at Closing. Cash reserves held oat of the regale Asactwmc Anessmcmt kr defend 619 maintenance by the Association will nor be credited to Seller[amps as my be otherwise provided by the Donating Documents. 630 Buyer acknowledges that Buyer may be obligated to pay the Association,at Closing,an amount for reserves or working upltal 621 Any spatial assessment messed prior to Closing Date by the Assaclsslon will be the obligation of Dwyer .j Seller.Except 633 however,any special msasnnM by the Association for Improvements that have been Installed a of the doh t.( aye's signetum 613 hereon. whether assessed prim W or after Closing. will be the obligation of Seller. Seller represents diet the Association 6M Assessments an curedty payable m app oxlnumly S�^per red that there aro no unpaid rept Ess or spec al azsesimenisagefntt the Progeny mmpttha martin regular azsessmtnlaand .5vh 616 assessments arc subject w change es provided in the Goveming Documents.Seller agrees to promptly request Association to 627 deSvcr se Dun before Cluing Dale a anent Sana letter. 61, 16.4. Other Proration/. Water end sewer charges,propane,interest on cmdmdng lean,and ., . 629 16.5, Final Settlement. Unless otherwise seised in writing,these proal loos ase final 630 I7. POSSESSION. Possession of the Property will be delivered;o Buyer an Possession on.et Possession Time,s bjecr w 6)1 the Leases as selrorm In§10.6.17. 63z 633 If Selkr,ager Closing..Mals mdcliva ponceay As specified,Selk.veil:be subject to arks;8.red will be sessio redly liable 635 m Buyer for payment o(SNa per day(err any pan oh day notwnhawnding§IA.H from Possession Date and 635 Possession Imre until posuWm Is delivered. 636 ( GENERAL PROVISIONS 637 i6. DAY;COMPUTAZION OF PERIOD OF DAYS,DEADLINE. 631 18.1, Day, As used in ibis Contract,the Iam'day"means the cadre day ending in 11'39 pan.,United Stales Mountain 639 Time(Standard a Daylight Savings n applkabte). 640 IRI Compumlon aPeriod of Days,UUudline. In compalss a period of days,when the ending date is not specified. 641 the Ertl day is excluded and the Inn day is included(e g,timisys•I%u MEC).If any deadline felb on Saturday,Sunday or 643 federal Colorado true yoliday(Holiday),such deadline Id WI31 L Will Not be extended to the next day that Is rol a 643 Saturday,Su dayor Holiday.Shou:d neither box be decked,the deadline will not be aandd 614 19. CAUSES OP IHSS. INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES CONDEMNATION; AND 614 WALK-THROUGH. Except a otherwise provided In this Convect,fie Property,inetudons at bah will be delivered in the 646 coedFlinn Gifting as of the dile of this Contact,ordinary wear and mu excepted, 647 19.3. Cartes of Loa,Insurance. In the ever the Property or Inclusions are damaged by fire,other palls or causes of 64e Ira prior to Ctorkq an on ammat of no:mote than ten permnn ofche total PurchasePrice(progeny Damage).and islhe repair of 649 the damage will be paid by insurance(cher than the deductible to be paid by Stlicr),thus Seller,ymo receipt of the Insurance 650 proceeds,will use Seller's stumble errata to repair the Property bekrc Closing Date,Buyer ha the Right to Tcminem under 631 *25 Lon or before Closing Date ttthe Propenyl not repaired before Closing Date or if the damage exceeds each tum Should 653 Buy..tint to cony out rhi,Camas despite sash Propcny Damage.Buyer It emiNed to a credit at Closing for all insunntt 653 proceeds that were received by Solar(but not the Association,if any)asuliIng Dom damage to the Property end Inclusions,pros 651 Iha around of any deductible provided for in the imvwance policy.Th%credit may nee exceed the Purchase Pau In the event 63$ Seller has cot received she insurance proccat prim to Closing the pieties may wet Re Meter she Caring Date to have the 656 Pmpeny repand prior to Closing or,at the option of Buyer,(I)Seller must assign le Buyer the rift to the proceeds w Closing,if 657 acceptable to Seller's insurance company and Ousts Roder,ear(3)the Danks may aster tom•wriien agreement preperd by the 65g pat or this aneraey requiring the Seller to escrow at Closing item Salsas este pre reeds the nmmzrt Seller her received and 659 will naive due to such damage,not exceeding the total Pwthule Price, plus the /.motet of any deductible that applies to the 660 insurance claim 661 19.2 Damage, Inclusion and Services. Should u7 Inclusion or service (iaiud,ug uainnt and mm+m.n'eatloe 663 services),;yawn,competent or Rome of the Pmpeny(collectively Service) (Lg.heating or plumbing), fail or be damaged 663 between the date of ills Contract and Casing or posstalon,whichever la earlier,then Sailer is liable%r the monk or repheawa 664 of each iod.lsior.or Semite with a ubt of Huge size,age tad quality,or an equhwiem credit,ba only to die exsect that the 665 maintenance or replacement of such Incitation or Service is not the responsibility of the Association,if any,less any insurance 6b6 proceeds received by Buyer covering such repair or replacement.itithe Riled or damaged Inclusion or Service Is not repaired or 667 replaced on or before Cluingar possession,»Eichorn is urge,Buyw has the Ri&t to Teuniate order§35.1,OP or before 66R Closing Dale,or,It the option of Buyer,Buyer is entitled tot eredk et Closing for the rep*orrapiamewnt of such Inclusion or 669 Service, Such credit must not exceed the Purchase Price. If Buyer receives such a credit,Seller's right for any claim against the C!M.d.le CONTRACT TO BuVaNDSta REAL=ATE ILANDI rasa lebrie 670 Association,if any,will survive Closing.Seller and Buyer art aware of the existence of pre-owned home worranty programs that 671 may be purchased and may cover the repair or replacement crsuch Inclusions. 672 192. Condsmnnuon. In the event Seller medics actual notice prior to Closing Mat a pending condemmtion inion may 673 resell in a takingof ell a part of the Property or Inclusions,Seller mum promptly notify Buyer,in writing,of such condemnation 674 action.Buyer has the Right to Temiinern under§25.1,on or before Closing Date,based en such condemnation Edon,in Buyer's 575 site subjective dissrebon.Should Boyer elect a consummate this Contract despite such diminution of crake to the Properly and 676 Itcluimne,Buyer is Whaled to a credit al Closing(or ail condemnation proceeds awarded to Seller far the diminution in the value 677 of the Property orInch/mans but such credit will not Include rebuke benefits or ameba,or exceed the Purchase Price. 671 19.4. Walk-Through and Verification of Candi/Ion. Buyer.upon reasonable notice,has the light to nil:through the 679 Property prior lo Closingto verify that the physical condition of the Property end Inclusions compiles with this Contract, 610 I9.S. Risk of Lon—Crowing Crops. The risk of lou for damage to growing crops by Ere or ether catchy will be borne 661 by the patty entitled a the growing crops Is provided In§L6 lad such party Is entitled to such insurance proceeds or benefits for 662 the growing crops. 610 2E RECOMMENDATION OF LEGAL AND TAX COUNSEL By tiring this Cmrech Buyer and Seller achnewledge 614 that the respective broker her advised that this Contract hu Important legal consequences and has recommended the rumination 615 eftitleand consultation with legal and lox or other coumel before signing thisComnn. 666 21. TIME OF ESSENCE,DEFAULT AND REMEDIES. Time is of the usee=for all dates and deadlines in this Contract Gat This meats that all dates and dodImes ate strict and absolute,If any payment due,including Earnest Money,k not paid.honored 6n or tendered when due,or if any obligaton is not perforated timely as provided in this Cannot or waived,the eon-defaulting 689 party hes the following remedies: 690II,'. If Buyer bin Default: 691 Li 11.1.1. Specific Performance. Seller may dere to cancel this Conlan and an Earnest Money(whether or not pale 691 by Buyer)will be paid to Seller end retained by Seller.It is agreed that the Eamem Money is not a parity,and the Patties ague 693 the amount Is tale and reasonable. Seller may mama such addhioml dungen es may be proper.Alternatively,Seller may elect 694 to treat this Conal el being in full fora and effect mad Seller has the right to specific performance or damages,or both. 695 21.1.1. Liquidated Decagon.Applicable. This§21.12 applies unless the boo M 121.L1.k checked.Seller 696 may caned this Contract.All Earnest Money(whether or not old by Buyer)will be Paid to Seller,and retained by Seller.It is 697 agreed that the Emelt Money specified In 14.1 Is LIQUIDATED DAMAGES,end not penalty.which mount tie pales agree 691 is fib and rusonabk and(erupt as provided in§§10.4,22,23 and 24),said payment of Eames Money is VISOR'S ONLY 699 REMEDY for Buyers Dilute to perform the obligations of this Contract. Seller expressly waives the remedies of specific 700 performance and additional damages. 701 20.2. If Seller Is In Debut: Buyer may elect to end this Cmeracl as canceled,in which can all Ernest Money received 702 hereunder will be returned sad Buyer may recover such damages as may be proper.Alternatively,Beyer may elect to tun then 703 Centric'as being in full force and effect and Buyer has the right tospecifcperkmanceof damages,or bath. 704 22, LEGAL FEES,COSI AND EXPENSES. Anything to the cu'unry herein notwithstanding in the even of any nibhraion 705 or litigation relating to this Contract,prior to or after Closing Date,the arbitrator or court must award la the prevailing party all 706 reasonable costs and apemen,including attorney fen,legal fees and expenses. 707 23. MEDIATON. If a dispute ansa relating to ibis Carman,(whether prior so or neer Closing)and is not resolved,to parties 701 must Det proceed,in good faith,to mediation.Mediation is process in which the panic meet with an lmpanial person wbo helps 709 to soros the dispute Informally and confidentla0y.Mediators cannot impose binding decisions.Before any mediated sedem:t is 710 binding.the panics to the dispute mum agree to IM statement,in writing The parties will bialy appoint an acceptable mediator 711 end will share equally in the cog ofsuch mediation.The obligation to mediae,unless otherwise agreed,will aumk eif the entire 712 dispute is not resolved within thirty days 6f the date written notice requesting mediation a delivery]by one pay to the other et 713 that pony's last known address(physical or ekcwnic as provided in§21).Nothing In this Section prohibits dtber party from 714 filing•lawsuit and nacordbg a lir penitent affecting the Pmpey.before or after the date ofwrinen notice requesting mediation 715 This section will not eller any date in this Contract,inks,otherwise ogeed 716 14. EARNEST MONEY DISPUTE. Except es otherwise provided herein,Earnest Money Holder mug release the Earnest 717 Money following receipt of written mental lesmctlons,signed by both Buyer and Seller.In the event ofatry controversy regarding 716 the Ecom Money, Earnest Money Holder Is not required to release the Eenen Money. Ental Money Holder, In its sole 719 subjective disuc on,has several options: (I)wait Per any proceeding between Buyer and Seller;(2)inerpleed all parties and 720 deposit Ernest Money imo a court of competent jurisdiction, (Earnest Money Holder k eathkd to recover court mss and 711 reasonable Money and kyr/fen Ineecred with such anionk or(3)provide notice to Buyer end Seller IM unless Ernest Money 721 Holder receives a copy of the Sumrmns and Complaint or Claim(between Buyer and Seller)coneming the ase number of the 723 bveult(Lawsuit)amble one hundred twenty days of Eames Money Holder's notice to the panics,Ernest Money Holder is CnLLIS conteACT to not ANOSELL LGL ESTATE ILANDI Pip lleml 734 authorized to return the Earnest Money to Buyer.In the event Earnest Money Holder does receive a copy of she Lawsuit and has 715 not interpled the monies at the time of any Order,Earnest Money Holder must disburse the Earnest Money pumas to the Order 726 of the Court.The parties resfirm the obligation of Mediation. Tithe Section will survive cancellation or tennlmtion of This 727 Contract 721 25. TERMINATION. 729 35.1. Right to Terminate. If•party has a right to terminate, as provided in is Centime(Right to Terminate), the 7311 termination S effective upon Iiia other parry''receipt ofa written notice to terminate(Notice to Terminate),provided stub written 731 notice nu received on or before the applicable deadline specified in this Contract,If the Notice ID Terminate is not received on or 112 before the specified deadline, the party with the Right to Terminale accepts the specified matter, document or condition as 33 satisfactory and waives the Right to Terminate under such provision 734 25.1. Effect of TermIuellon. In the event This Contract is terminated, all Earnest Money received hereunder will be 135 returned and the parties are relieved of ell obligations hereunder,subject o§§10.4,22.23 and 24. 736 26. ENTIRE AGREEMENT, MODIFICATION,SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 737 addenda,constitute the entire agreement between the panic relating to the subject here)and any prig agreements pertaining Ag thereto,whither oral or written,have been metged and integrated into this Contract.No ubaequem modification of any of the 739 terms of this Contract is valid,binding upon the partes,or enforceable online made in writing and signed by the partes Any right 740 or obllg.Iion in this Contract Nay by its terms,exists or is Intended to be performed alta termination or Closing survives the 741 same Any successor to a Party receives the predecessor's benefits and obligations ofthtsContract. 742 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 743 27.1. Physical Delivery and Notice. Any document,or notice to Buyer or Seller must be in wiling.except as provided in 744 {27 and is effective when physically received by such party,My individual named In lin Cowan to receive documents or 145 notices for suck pony,the Broker,or Brokerage Finn of Broke,xt ating with such pony(except any notice or delivery after 746 Closing must be received by the pady,not amber or Brokerage Fan). 747 27.2. Electronic Notice. Ike an aImmdlve to physical delivery,any notice,may be delivered In electronic form to Buyer 746 or Seller,any ktdividual named is this Contract to receive documents or notices for such party,the Broker or Brokerage Finn of 719 Braker sw4keg with such party(except any notice or delvay after Closing must be received by the pony. not Broker or 750 Brokerage FInn)at the electronic address of 0a recipient by Facsimile,email or 751 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (I)email at the email 751 address of the mcietiesL(2)a link or access to a website ter server provided the recipient receives the information necessary to 753 access the documents,or(3)facsimile at the Fax No.of the recipient. 754 27,4. Choice of Law. This Contract end all disputes arising hereunder arc governed by and construed in accordance with 755 the laws oldie Stale of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 760 located in Colorado. 757 28. NOTICE OF ACCEPTANCE,COUNTERPARTS This proposal will expire unless accepted in writing,by Buyer rd 73$ Sella,as evidenced by their signatures below,and the offering party receives notice of such acceptance pursuant to §27 on or 759 before Acceptance Deadline Date end Acceptance Deadline Time.If accepted,this document will became a connect between 760 Seller and Buyer.A copy of this Conten may be cteeuted by each party,separately.and when each party has executed a copy 761 thereof.such copies liken together art deemed to be a full and complete contract between the welts- 762 29. COOD FAITH. Sum and Seller acknowledge that each party has an obligation to act in good faith mduding.but not 763 limited to,exercising the rights and obligations sal forth in the provisions of Financing Conditions and Obligations,Title 764 Insurance,Record Tito and OO-Record Title,Current gooey Renew and Properly Discloser.,Inspection.Indemnity, 765 Insurability,Due Diggmc.,Buyer Disclosure and Source of Water. 166 ADDITIONAL PROVISIONS AND ATTACHMENTS 767 30. ADDITIONAL PROVISIONS.(The following additional provisions have nig been approved by the Colorado Real Estate 761 Commission) 769 The venue for any dispute regarding this Contract shall be in the District Court. Pitkin County, 771 Colorado. 772 713 774 775 COS4.6l. CONTRACT TO IVY ANDSELL NML ESTATE DANUI M1yr tsar17 776 T77 31. AtTACHMENTS 778 3 L1. The fol)ow)ng atlethmenu an s pars et this Contract. 779 Legal Description at the Propr1yappended hereto as Exhibit A;and leo E9Trow Agreement appended hereto es Exhibit B;and yet Menden l appended hereto as Ext tt C;and yad ygd Special Warranty°wed and Attachments appended hereto as Exhibit D. 711 MMA. The fMlomng eisobrwr forms ere attached but ere not n pen of ibis Conrad: 715 786 781 tat 789 --�-^ I SIGNATURES 790 Buyer's Mune:Nune: spa . ...tL&. Buyers Name: eErir' S;pa�.t"f. Dolt Duyv's Signare Dere�— Address Address _ Phone No,. Phone No.: Pea No,: _„ Fn No.: _, Email Address: Emil Address — ._ -__ 791 !NOTE, If this offer Is befog reentered or rejected,do not sign MMS doesmem.Rder to¢321 1 Stile .nte; �{I 7 _'• Soger:Nome: ., �_ I ;1 118! "'ANC- Cl- C IQls I A, - 3 t- 1' Set, eV pee SR(Pu Dae Selleis Signature Dae Address, Andress: Pane'! --_.--- Phone No.. Fax No.: Fax No: Email Address: Email Adduce ^ en 793 33, COUNTERI REJECTION- This after is QCoimnnd ['Rejected. 794 Initialt only of party(Buyer or Seller)who countered or rejected offer 793 END OF CONTRACT TO BUY AND SELL REAL ESTATE —I 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE (Ts be completed try Broker working with Buyer) Broker ❑Don ❑Don Not acknowledge receipt of Ernest Money deposit ant wdile nota parry to the Contemn eves to cooperate upon regent with any mediation concluded under i 233 Broker agrees that if Brokerage Firm is the Earnest Money Holder and,erupt as provided In 329,d the Esmesr Money ba net already been:aurid fotawng=Aft oft Nudes m Terminale or other written notice of termination,Earnest Money Holder will rebase the Earthed Money to directed by the written mutual instmdions.Such release of Eomett Money will be made within five days of Earnest Money Holders receipt of do CPS441A CONTRACT TO DO AND SELL)( AL ESTATE NINO) Mee 16 of II execw:d withal ai muim:instructions,pro-rrided the PerineaMwuyrbeec hasN oted. Broker it working with Buyer n a gayer s Agenlr)ella's AgentnTraassct onarohtr in this transaction. �^.ts B a Change atSralos. Brokerage Faris eonipensalldn or commission Is to be paid by[]Listinq Brokerage Firm 113uyer❑Other Brokerage Fires Nana' — , .lam Broker%Nana Broha'S Signature Date Address, Phare No.. Pax No.• ... _ Email Address: — � 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To he compexd by Broker wwkag wkb Setkr) Broker I fDoesors Na acknowledge meal of Earner Money deposit end,while not pony la the Central,agrees to cooR'.e s n with ray mediation waeluded under yt J.Broker agrees drat if Brokerage Firm Is the Bonen Monty Holder end,except as provided in$24, if the Erica Money Ms not already Sten reamed fatiowing receipt of a Notice to Terminale or other written notice oftemriation,Earner Monty Holder will relent the Earnest Money as directed by Ne written mutual imarsulors Such relrue of Eantesa Money will be anode within fin days of Earnest Money Holder's receipt of the executed written mutual intimations,provided the Elmer Murry rhedc his cleared. Ellais working with Seller es welter's Ageat❑Boyer i Agent TrnnsacBoo-Broker in this tronncDon. I P""is a Change otStafna Brokerage Firm's tompennlion or commission Is to be paid by[ellrr r3uyer[jOrher Brokerage Frrm's Nene Broker's Name. Broker's Sigeum Dote Address: Phone No: Fera No: .__--- -- Email Address: -- —•—• —m E13514-IS. COM1TBACT TO NN'AND SELL PEAL ESTATE(LAND' PIE 17 e117 • EXHIBIT A• Red Mountain Rands Rana Own(rs Asuauiion—Praparty adder,:Vacant Iona— P10.1n County,Colas& A Arai ai Nn I ocrna minional REO Mt1(224TAMI RANCH BLOCK 3,-eamded it Phi Boo(4 Pagc 13 Nikin Comly Recants.Ph Bin Comb.Colorado destribad NINNY Begioning m the nonhw*N tomer 01 COMMONS AREA raid RED MOUNTAIN RANCH BLOCK 3:thence emierly in a elm Lvvu dvauon along No perimncr nl'ar a COMMONS AREA 5e 1oProarg ogl'fai towns. 1 FAST.2324.83 fag 2-S Ua 34'20 W.1723.3E fact 3-N 17°00'30'W,270.13S fee. a�N 115°00'00'R ISR00 keg 5-N 64°SC 00'W,399 44 feet 6-N 4C OT W'W.395.110 feel; 3.N 63°06'00'W.1336.OZ fart. 8-N 22a ZS'et L44543 feet In the PWnt of&Rnnhq. The baso of battings is Inc norN lint of sold RED MOUNTAIN RAN.n BLOCK 3 briny WEST as shown en said RED MOUNTA IN RANCH BLOCK 1 SAM parcel contains 542126 aro more or Ines The at i woo Om dose*pdrm it Mr 1:.3x.0 1.r/4%m.NIS 13232_a acpmced profewionannl c sower m Ikrn¢d rn Nannie is Mc Sum of Colorado The dewnpwn was written for Rod Mrmnma Rath Ilona Ownms Association 616 E I Bean Once 1101.M en.Cao:ado Rib"aid on& M of Lambert Land Cnab,lnng.LLC on Icnmry II_2016 wider tab Number LIS-1 t.and is SpTmbe arm- ada,rcntremmy mia ow:Ned lard sunny Vp'�ON tq4 3212 IrQI ct`,o-Ce. tr LAMBERT 1 , r1�11� t' Escrow Agreement THIS ESCROW AGREEMENT (the"Escrow Agreemenr) is made on March 2018, BY AND AMONG' (1) The Red Mountain Ranch Home Owners Association, a Colorado non- profit corporation(the"Association"); (2) The Board of County Commissioners of the County of Pitkin,Colorado (the"County")'and (3) Land Title Guarantee Company, (the"Escrow Agent). The Association, CoLnly and Escrow Agent are collectively referred to as the "Parties" and each a"Party: RECITALS: (A)WHEREAS, the Association and County have entered into a Contract To Buy and Sell Real Estate (Land) dated March _, 2018, that calls for the Association to convey certain real property (the`Property') to the County pursuant to the terms of that Contract, (B)WHEREAS, the Association and County have separately agreed that the Assodation shall undertake certain work on the Property prior to its conveyance to the County, and the terms of such agreement are set forth in this Escrow Agreement;and (C)WHEREAS, Escrow Agent has agreed to serve as the Parties' Escrow Agent pursuant to the terms of this Escrow Agreement; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1 DUTIES 2.1 On or before March 23, 2018, the Association shall deposit the following with the Escrow Agent: 2..1.1 The sum of $66,000, which is the midpoint of the range of the Budget Proposal made by Rock Solid Solutions to the Association on September 22, 2017 (the 'Rock Solid Proposal'), for stabilization of the rock outcropping above what is known as the Peak House in the Red Mountain Ranch Subdivision; 2.1.2 The sum of$7,000, which is within the range of the Proposal made by H-P Kumar to the County on January 31, 2018, for reconnaissance of possible additional rockfal! sources on the Property(the "Kumar Proposal );and 2.1.3 A special warranty deed in the form attached as Exhibit A which has been duly executed by the Association. 2.2 Once the items identified in Section 2.1 have been deposited, the County shall: 2.2 1 Contract with Rock Solid Solutions to perform the work described in the Rock Solid Proposal as soon as its reasonably possible, allowing for weather and ground conditions; 2.22 Contract with H-P Kumar to perform the reconnaissance work described in the Kumar Proposal at the same time it is performing observation of the work described in the Rock Solid Proposal, or otherwise as sown as is reasonably possible, allowing for weather and ground conditions, such contract containing the terms described in Section 2.3 below, 2 2.3 Conduct reasonable observation of the work performed by Rock Solid Solutions and H-P Kumar for the purpose of determining whether the work performed by each is within the range of costs projected for the Rock Solid Proposal and the Kumar Proposal; 22.4 Provide appropriate periodic updates to the Association regarding the progress and anticipated costs of the work performed pursuant to the Rock Solid Proposal and the Kumar Proposal, 2.2.5 Direct Rock Solid Solutions to invoice the Association for any costs for its work that exceed the $66,000 deposit pursuant to Section 2.1.1 above(which amount the Association agrees to pay), 2 2.6 Pay any costs for work performed pursuant to Kumar Proposal that exceed $7,000. 2.3 The County's contract with Kumar shall require Kumar to survey other rock outcroppings on the Property to determine whether they pose a risk of being dislodged and rolling downhill that is similar to the risk posed by the rock outcropping above Peak House property. Kumar shall make recommendations about such rock outcroppings to the County and to the Association. Any disputes about determinations made by Kumar will be resolved by a committee composed of a representative of Kumar, a representative of the County, and a 2 representative of the Association. If the committee unanimously concludes that one or more additional rock outcroppings should be stabilized, and if the committee agrees on the method of stabilization, the work shall be completed at the cost of the Association. If the committee cannot come to a unanimous decision on all rock outcroppings identified by Kumar, the County shall have the option of (a) declining to accept the conveyance of the Property acres and the Association shall be free to convey the Property to a third party on any terms it chooses, or (b) accepting the conveyance of the Property from the Association without further payment by the Association. 2A The Escrow Agent shall: 2 3.1 Release the $66,000 to the County upon its written certification to the Escrow Agent that the work described in the rock Solid Proposal has been completed to the satisfaction of the County; 2 3.2 Release the $7,000 to the County upon its written certification to the Escrow Agent that the work described in the Kumar Proposal has been completed to the satisfaction of the County; 2.3.3 Either. 2.3.3.1 Record the Special Warranty Deed upon written confirmation by the Association and County that the Deed may be recorded; or 2.3.3.2 Deliver the Special Warranty Deed without recording upon written confirmation by the Associabon and the County that the Deed should be delivered. 3. PROVISIONS FOR PROTECTION OF ESCROW AGENT 3.1 Escrow Agent shall not be responsible for the authenticity of any documents or signatures and may rely exclusively on and shall be protected when acting on any notice, request, consent, instruction, or other document that it believes in good faith to be genuine, signed or presented by the proper person, duly authorized, or properly made. The Escrow Agent shall have no responsibility except the performance of its duties as stated in this Escrow Agreement, and no additional duties shall be inferred or implied under this Escrow Agreement 3.2 Escrow Agent shall not be charged with knowledge of any alleged fact, 3 including but not limited to alleged performance or non-performance of any condition of this Escrow Agreement, the Settlement Agreement, or the Assignment 3.3 Escrow Agent is expressly authorized to comply with any and all orders, judgments or decrees of any court relating to this Escrow Agreement. If Escrow Agent complies with any such order, judgment or decree, Escrow Agent will not be liable to any of the Parties or any other person or entity by reason of that compliance, even if such order, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated, or found to have been entered without jurisdiction. 3.4 If the Association fails to deposit the items identified in Section 2.1 or the County fails to perform the Duties identified in Section 2.2, or a dispute arises regarding the duties of Escrow Agent, then Escrow Agent, in its sole discretion, may deposit any funds or documents in its possession om the District Court for the County of Pitkin, Colorado, and interplead the Parties. Upon depositing any funds or documents in its possession, and filing its complaint in interpleader, Escrow Agent will be released from all liability under this Escrow Agreement as to the funds and documents. The Parties, for themselves and their successors and assigns, submit to the jurisdiction of such court and agree to service of the summons and complaint by email or first class mail, return receipt requested. 3.5 Escrow Agent will not incur any liability whatsoever in connection with its good faith performance of its obligations under this Escrow Agreement. In consideration of the acceptance by Escrow Agent of the duties established by this Escrow Agreement, the Parties agree, jointly and severally, for themselves and their successors and assigns, to indemnify and hold Escrow Agent harmless as to any liability incurred to any other person or entity in connection with the escrow and to reimburse Escrow Agent for all expenses, including (without limitation) legal fees and court costs incurred by Escrow Agent in the good faith performance of its functions under this Escrow Agreement. 3.6 Escrow Agent reserves the right, in its sole discretion, to resign by giving 30 days'written notice to the Parties, and in that event, the Parties furnish Escrow Agent with their written instructions for the release of the funds and documents to the replacement escrow agent. If Escrow Agent has not received such written instructions within that 30 day period, Escrow Agent may petition the District Court for the County of Pitkin, Colorado, for the appointment of a successor escrow agent, and upon that appointment, Escrow Agent will deliver any funds and documents to the designated successor without Escrow Agent being liable to any of the Parties. 4 3.7 All reasonable costs and expenses incurred by the Escrow Agent to perform its acts and duties under this Escrow Agreement shall be paid by half by the Association and ball by the County 4. COUNTERPARTS This Escrow Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Escrow Agreement, 5. SEVERABILITY It any provision in or obligation under this Escrow Agreement shag be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions in or obligations under this Escrow Agreement, or of such provision or obligation in any other jurisdiction, shall not be affected or impaired thereby. 6. AMENDMENTS No amendment, modification or termination of any provision of this Escrow Agreement shag be effective unless it is agreed in witting and signed by the Parties. 7. WAIVERS AND CONSENTS 7.1 No waiver or consent given by a Party in relation to any provision of this Escrow Agreement shall be effective unless it shall be in wilting and signed by that Party; any such waiver or consent shall only be effective for the specific matter for which it was given. 7.2 Any exercise of or failure to exercise any right under this Escrow Agreement shall not (unless otherwise herein provided) constitute a waiver of that or any other right. 6. ASSIGNMENT AND TRANSFER Neither Party may assign or transfer any of its rights or obligations under this Escrow Agreement without the expressed written consent of the other Parties 9. PAYMENTS A4 payments made under this Escrow Agreement shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim, 70. NOTICES A4 notices or other correspondence required or permitted to be given pursuant to 5 this Escrow Agreement shall be in writing and sent by email, hand delivery. or overnight courier If to the County: Richard Y. Neiley III Assistant Pitkin County Attorney 530 East Main Street, Suite 302 Aspen, CO 81611 970-920-5192 richard neiley©pitkincounty.com If to the Association: Joseph J. Bronesky Sherman& Howard L.L.C. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 303-299-8450 jbronesky@shermanhoward corn If to Escrow Agent: All notices hereunder shall be deemed given and received upon the earlier of email transmission or, actual receipt. 12. GOVERNING LAW&JURISDICTION The provisions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado and any dispute arising in relation to it shall be referred to and finally resolved by the District Court for the County of Pitkin. THIS ESCROW AGREEMENT has been entered into by the Parties on the date stated at the beginning of this Escrow Agreement. 6 '4,6/1- C ADDENDUM TO CONY RACT it BUY AND SELL REAL ESTATE BETWEEN THE RED MOUNTAIN RANCH HOME OWNERS ASSOCIATION AS SELLER AND THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO AS BUYER DATED FEBRUARY 23,2018 This Addendum is mask a pan of that certain Contract to Buy and Sell Real Estate dated February 23.2811 ("Contrera between the Red M000min Ranch Howe Owners Associatq:as seller("Sdkr')and the Board of County Commissioners of Pitkin County, Colorado, as buyer( Buyer or"BOCK), with respect to properly described in Exhibit A amched to the Contract,County of Pitkin,State or Colorado("Property'). In the event of any noel/et m inconsistency between the provteicna of this Addendum end the Contract, the p+nvtitons of this Addendum shalt govern and control 1. County Aooroval. Notwithstanding rase si&'iebrre hereto by rhe Open Spelt sed Trails Acquisitions Director recommending approval, the obligation of Buyer to perrsm hereunder is expressly conditioned upon the adoption by the BOCC of an ordinance aothodbng by acquisition of the Property by Buyer pursue- to this tonnes. In the event su.hoddinance is nct duly adopted by the BOCC within sixty(6O)day following the date of signature of Seller or any extension thereof as the panes may,in writing,agree,either Seller or Buyer may,upon written notice to the other,temdnate the offer to Connect whereupon Buyer shall be entitled to a prompt return of oil Finest Moray pale In the event ash ordrmree is timely adopted,Buyer shad,at the request of Seller,n<ucue this Connor by signature of the BDCC Chair ot the Chak's designee. The term"MEC",as used in this Connect. shall be the date of signs,um by both the Seller end Chair of the Board of County Commissioners or Pitkin County (or its designee),whichever Is latest. If en approved ordinance contains tams difTaeat then this Cmtnc4 Sctkr shall have the right o terminate this Contact within T 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 leernu differing from the terms of this Contract,the arms of the ordnance shell ami and become incorporated into tars Contract AdditiOne Dnrumenty At Closing,Seiko shell execute and deliver sick doormen as shall be necessary to transfer and convey to Buyer,free and clear of all Inns and encumbrances,all right,title and interest of Selkr. 5 )merest on Erotica Money Any and all monies paid by Buyer price toclosing,IF ANY,shall be placed in an insured, interest bearing money maven-type mount with a local commercial lank with all interest thereon to accrue fir the benefit or Buyer.Whether or not buyer shall ever be la default under this Contract radium m• forfeiture of Its tamest money, Buyer shall namMeless be entitled to retain,as at sok and separate property.all interest earned on said earnest money. 6. Notes.Any notice,demand or doeument which either parry is required or may desire to give,deliver or make to the etherpedy shall be in accordance with 9 21 orthe Contract to the fallowing: TO Bayer Bap or Cuumy Cointnissionots or Puwm County Pitkin County Annmey's Once 123 Emma Road.Suite god Basalt,CO 81621 Facsimile No.:(970)920.5191 enomthethoitbjpccknty mm To Seikr: Joseph J.Broneskky Shermm&Howard L LC. 633 Seventeenth Street,Suite 3088 Denver,CO 10202 303-2998450 jbrmtesky©shemunhow,rd.Cnm 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 malt as snaked matter,addressed as above provided,with postage thereon filly prepaid. Nadce by facsimile,e-mail or intent dehvery shall be deemed given upon dare of transmission and notice by personal delivery shall be deemed even when received. T, Mizainza (A)$111p(day.Sunday or Holiday If any three petard referred to in this Contact shill end on a Saturday, Sunday or legit holiday,ruck time period shall aulometiceiiy be extended to the Prat regular bnsinew day*mane,. lb}fnnr lino Law.This Contort shall be construed in accordance with rad governed by the laws of the Sate of Colorado.The perces hereto agree and Intend tun the proper end exclusive forum far any litigation of Any disputes or nonnovesie arising out of or related to this Contract Yell be the District Court for Pitkin County, Ceara&.Ea purposes of any IMgatiaa the pints coMAM to the chosen foram for psposee of Jurisdiction and venue (c)Counlcg ani.This Contract(or xy amendments.modifications or extensions hereof)may be executed in severe counterparts is.after execution and as tutored,esti constitute an rgnemen bmdeg on all of the parties,notwithstanding that all of the patties are not signatories to the engine)or same counterpart, (d) Further Assurentrs. Each of the partite agree to execute,acknow;sdge,darer.file end record.of cense to be executed,acknowledged,delivered,flied and recorded such further instrumeMs and documents and such certificates,and to do all things end arts es the other party may renewably require in order to cony out the Intentions of this Conceal and the Mssacaun contemplated hereby. {a)Plumbn All of the warranties and representations contained in this Contact of In ongoing nature or intended to survive shall'waive the actual closing of the transaction contemplated thereby. {f}Cnrdtucnon No provision*Mrs rs Contract shell be construed ageing or Interpreted to the dtsadviMegc of try prey by reason of such parry having oc being deemed to have requested,drafted,remind or structured such provision.It is the Inanition of the parties that the piny who employed the scrivener to prepare this Conned not be prejudiced by virtue of such act,norshel the tides he tads Contort be coneaued agsind such piety by vinne of ns actions In retaining me scrivener. ft)Mn ''fern, In the event of any saran for brevet et ic enface the provision of,or otherwise involving this Contact,the court in such action shin sword•returnable awn as etomey'fees to the party who,in light of the Issue Iltigated mid the courtk decision on those issues was the subsemially pnmling patty in the scan If a party vohsserly*misses en action,a reeol able sum es attorneys'hes shell be ewwded to the otaer Pang SIGNATURES Recommended for Approval By ry Pltklne un evgtt,Jon Peacock Dote Buyer's Name.Board of County Commissioners of PR Lin County Buyer's Slgnawe _ _ - ._ By. Chair Date Address: 123 Emma Road,Sale 106,Basalt.COO 816?l Phone No,(910)920-5200 Fax No.: (970)920.5198 Eketronic Address:co pak.Will lundkincounta.cora Sellers Signature By Dare Address Phone Na.. Fax No.. Electronic Address (Note If Ikr ego n bins rnunmcd or mead done(rlen rlu dvcumrnl Rein Ia k 121 END OF CONTRACT TO BUY AND 8E11.REAL ESTATE Eyhib;4 D SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED("Deed"), made this_day of March 2016 between RED MOUNTAIN RANCH HOME OWNERS ASSOCIATION, a Colorado nonprofit corporation, whose address is c/o Frias Properties of Aspen, 730 E Durant Ave, Aspen, CO ("Grantor"), and THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PITKIN, a body corporate and politic and subdivision of the State of Colorado, whose temporary address is 123 Emma Road,Suite 106,Basalt,CO("Grantee'), WITNESSETH, that Grantor, for and in consideration of Ten Dollars (110.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the Grantee, and its successors and assigns forever, the Commons Area depicted on the Plat of Block 3 of Red Mountain Ranch recorded Plat Book 0, Page 13 of the Records of the Clerk and Recorder of Pltkin County, Colorado, on October 7, 1969, all such real property (the "Property") situate, lying and being in the County of Pitkin, State of Colorado,described as follows: See Exhibit A attached to this Special Warranty Deed and incorporated by reference. subject, however, to the Grantor's Right of Entry for Condition Broken. (hereafter "Right of Entry,"as defined and described below). TOGETHER WITH all and singular the heredimments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and all the estate, right, title, Interest, claim and demand whatsoever of the Grantor, either in law or equity, of, to and to the above bargained premises TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the Grantee, and its successors and assigns forever The Grantor, for itself and its successors and assigns, does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of the Grantee,and its successors and assigns,against ell and every person or persons claiming the whale or any part thereof by, through or under the Grantor and not otherwise, EXCEPT AND SUBJECT TO those matters listed on Exhibit B, attached hereto and incorporated herein by this reference,and to the Grantor's Right of Entry for a Condition Broken (as described below). The Property is conveyed and accepted subject to and upon the express terms contained in the Right of Entry, which Right of Entry is reserved for the benefit of Grantor, its successors and assigns. Grantee acknowledges that the Right of Entry represents an important part of the consideration paid for the Property, and a material inducement to Grantor for conveying the Property to Grantee. THE PARTIES HERETO acknowledge and agree that Grantor is conveying the Property to Grantee for the following purposes and subject to the restrictions set forth on the attached Exhibit C(collectively,the"Use Conditions".) In the event that Grantor or Grantee believes that any of the Use Conditions are being intentionally violated,then the Grantor or Grantee, or their successors in interest,shall be entitled to the following remedies I. After providing actual notice to Grantee ofa violation and providing Grantee with a reasonable amount of time to curt such violation,which time period shall be no less than thirty (30) days and no longer than (60) days, Grantor may seek injunctive or other relief from the District Court, Pitkin County, Colorado to require Grantee to comply with the Use Conditions, and obtain an award of Grantor's reasonable attorney fees and costs necessarily incurred in bringing a successful action to enforce the Usc Conditions;and 2 After providing actual notice to Grantor ofa violation and providing Grantor with o reasonable amount of time to cure such violation,which time period shall be no less than thirty (30) days and no longer than (60) days, Grantee may seek injunctive or other relief from the District Court, Pitkin County, Colorado to require Grantor or its members to comply with the Use Conditions,and obtain an award of Grantee's reasonable attorney fees end costs necessarily incurred in bringing a successful action to enforce the Usc Conditions;and 3. In the event that(a)Grantor obtains injunctive or other relief to require Grantee to comply the Use Conditions on three different occasions within any five year period,or on five different occasions within any ten year period,or(b)Grantee acknowledges a violation of the Use Conditions, determines that it is unable to comply with the Use Conditions or otherwise cure such a default, and informs Grantee of such determination, then Grantor shall have the right to direct Grantee to convey the Property to a third party of Grantor's choice within sixty(60)days, so long as any such third-party takes subject to the terms of this Deed. This remedy shall be known as the"Right of Entry for Condition Broken." Any dispute arising out of or relating to violation of the Use Conditions,shall be resolved in the District Court, Pitkin County, Colorado. In determining whether a use significantly altos or impairs the natural, scenic,historic,.and open space condition of the Property in violation of the Use Conditions, the Court shall consider, among other facts that the Court deems relevant,the nature, duration, and physical effects of the use; the knowledge and participation of Grantee in the use;and the efforts taken by Grantee to terminate the use. Grantee shall not be required to take any action or make any improvement to the Property except as necessary to comply with the Conditions of Use and the requirements of Colorado law, with due regard to any governmental immunity applicable to Grantee. Grantor acknowledges that Grantee,its directors,officials,officers,agents,and employees are relying upon and do not waive or abrogate, or intend to waive or abrogate by any provision of this Deed the monetary limitations or any other rights, immunities, or protections afforded by the Colorado Governmental Immunities Act,C.R.S. §§ 24-10-101,et seq.,as it may be amended from time to time. IN WITNESS WHEREOF, Grantor has executed this Deed on the date set forth above 7 RED MOUNTAIN RANCH HOME OWNERS ASSOCIATION,a Colorado nonprofit corporation Ry: Name: Its: STATE OF COLORADO ) ss. COUNTY OF PITKIN This foregoing instrument was acknowledged before me this day of 2018, by as of RED MOUNTAIN RANCH HOMEOWNERS ASSOCIATION,a Colorado nonprofit corporation. WITNESS my hand and official seal My commission expires: Notary Public • 3 ACCEPTED AND AGREED to by Grantee this day of 2018. THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PITKIN, a body corporate and politic and subdivision of the State of Colorado By: Name: Its: STATE OF COLORADO Ss. COUNTY OF PITKIN This foregoing instrument was acknowledged before me this day of 2018, by as of THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PITKIN, a body corporate and politic and subdivision of the Stale of Colorado. WITNESS my hand and of0cial seal. My commission expires: Notary Public 4 EXHIBIT A LEGAL DESCRIPTION - EXHIBITA- Red Mountain Ranch Home Owners Association—Properly address: Vacant land— Pllkin Canny,Colorado A pored of lend being a pmuon of RED MOON VAIN RANCI I BLOCK 3.recorded in Plat Book 4 Page 13.Pickin County Records,Pilkin Count).Colorado described us /clinker Beginning at the northwest corner of COMMONS ARCA.said RED MOUN IAIN RANCH BLOCK 3;thence easterly in a clockwise direction along the perimeter of said COMMONS AREA the following eight(SI coupes: —CAST,2324 83 feet: 2-S 13°34'00'W,1723.38 fret; 3-N 77°00'30-W,270.85 feet; 4-N 05°OD'00"E, 195.00 feet, 5-N 69°54'OO"W,399 84 feet; 6-N 46°07 00"W,385 00 feet; 7-N 63°06'00"W.1335 02 feet; 8-N 22°25'00"E.445.61 feet to the Point of Beginning The basis of bearings is the north line of said RED MOUNTAIN RANCH BLOCK 3 being WEST as shown on send RED MOUNTAIN RANCI I BLOCK 3. Said parcel contains 54826 acres.more or less EXHIBIT B PERMITTED EXCEPTIONS I. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF BLOCK 3 OF RED MOUNTAIN RANCH RECORDED AT PLAT BOOK 4, PAGE 13 OF THE RECORDS OF THE CLERK AND RECORDER OF PITKIN COUNTY,COLORADO,ON OCTOBER 7, 1969. 2 THE POSSESSORY RIGHTS FOR THE UPPER RED TANK, PUMPS, VALVES, HYDRANTS,AND WATER MAINS MAINTAINED BY THE CITY OF ASPEN ON THE PROPERTY. EXHIBIT C USE CONDITIONS These Use Restrictions are being imposed For the purpose of assuring that the Property will be retained forever in ids natural,scenic, historic,and open space condition,and to prevent any use of the Property that will significantly alter or impair this condition(the"Purpose"). To accomplish this Purpose, Grantee agrees to maintain the Property in substantially the same condition that is on the date of that this Deed is executed. Except as expressly permitted by this Deed, any activity on or use of the Property inconsistent with the Purpose of this Deed is prohibited. Without limiting the generality of the foregoing,the following activities and uses of the Pioperty are expressly prohibited,or permitted as stated below. Prohibited Uses (a) Construction of Buildings and Other Structures The construction or erection of buildings,canopies,tents,fences,and other structures,whether permanent or temporary,is prohibited. (b) Construction or improvement of roads or trails. The construction or improvement of any roads or trails is prohibited. (c) Subdivision. Any division or subdivision of title to the Property,whether by physical or legal process,is prohibited,except that a conservation casement may be placed on the Property so long as doing so is not contrary to the Purpose of these Use Restrictions. (d) Security Interests. Any grant of any security interest in or lien against the Property is prohibited. (e) Mining. The mining or extraction of soil,sand,gravel,rock,oil,natural gas,fuel,or other mineral substances is prohibited. (0 Trash and Storage. The dumping or accumulation of any kind of trash or refuse is prohibited. The storage of any matter brought onto the Property is prohibited (g) Cnmmrrrial or Industrial Activity. Use of the Property for any commercial or industrial activities is prohibited. Ihl Recreational Activity. Use of the Property by members of die public, including the members of the Red Mountain Ranch Owners Association,for recreational activities such as hiking,hunting,horseback riding,trail biking(motorized and non- motorized),use of all-terrain vehicles,camping,drone operations,skiing,and snowboarding is prohibited. Permitted Uses (i) Signs The placement of signs cn the Property to provide reasonable notice of theses Deed Restrictions is permitted. (t) Mitigation of Natural Conditions. The use of machinery,helicopters,and other traditionally-recognized devices and methods to mitigate the risk of natural conditions such as snow slides,mud slides,and rock movement is permitted. (k) Wildlife Fnhancement. Nonmaterial changes to the Property to maintain. improve,or enhance wildlife habitat is permitted. Partially Permitted end Partially Prohibited Uses (I) Further Conveyance. Any lease,license,conveyance,or grant of possessory rights in all or a part of the Property to third parties, including Grantor,is prohibited unless the parry obtaining such rights agrees in writing to comply with these deed restrictions. (m) Ember harvesting Trees,bushes,and other vegetation may be cut or removed to control insects and disease,for wildfire control,to control invasive non- native species,and to prevent personal injury and property damage. Other removal of trees,bushes and other vegetation is prohibited. Exhibit 2 to Ordinance Authorizing Acquisition of Red Mountain Ranch Common Area Parcel SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED ("Deed"), made this day of March 2018, between RED MOUNTAIN RANCH HOME OWNERS ASSOCIATION, a Colorado nonprofit corporation, whose address is do Frias Properties of Aspen, 730 E Durant Ave, Aspen, CO ("Grantor"), and THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PITKIN, a body corporate and politic and subdivision of the State of Colorado, whose temporary address is 123 Emma Road,Suite 106,Basalt,CO("Grantee'), WITNESSETH, that Grantor, for and in consideration of Ten Dollars (S10.00) and other good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell,convey and confirm unto the Grantee, and its successors and assigns forever, the Commons Area depicted on the Plat of Block 3 of Red Mountain Ranch recorded Plat Book 4, Page 13 of the Records of the Clerk and Recorder of Pitkin County, Colorado, on October 7, 1969, all such real property (the "Property") situate, lying and being in the County of Pitkin, State of Colorado,described as follows. See Exhibit A attached to this Special Warranty Deed and incorporated by reference subject, however, to the Grantor's Right of Entry for Condition Broken. (hereafter "Right of Entry,"as defined and described below), TOGETHER WITH all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises. TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the Grantee,and its successors and assigns forever The Grantor, for itself and its successors and assigns, does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of the Grantee,and its successors and assigns,against all and every person or persons claiming the whole or any pert thereof by, through or under the Grantor and not otherwise,EXCEPT AND SUBJECT TO those matters listed on exhibit B,attached hereto and incorporated herein by this reference,and to the Grantor's Right of Entry for a Condition Broken (as described below). The Property is conveyed and accepted subject to and upon the express terms contained in the Right of Entry, which Right of Entry is reserved for the benefit of Grantor, its successors and assigns. Grantee acknowledges that the Right of Entry represents an important part of the consideration paid for the Property. and a material inducement to Grantor for conveying the Property to Grantee. THE PARTIES HERETO acknowledge and agree that Grantor is conveying the Property to Grantee for the following purposes and subject to the restrictions set forth on the attached Exhibit C(collectively,the"Use Conditions".) In the event that Grantor or Grantee believes that any of the Use Conditions are being intentionally violated, then the Grantor or Grantee, or their successors in interest,shall be entitled to the following remedies: I. After providing actual notice to Grantee of a violation and providing Grantee with a reasonable amount of time to cure such violation,which time period shall be no less than thirty (30) days and no longer than (60) days, Grantor may seek injunctive or other relief from the District Court, Pitkin County, Colorado to require Grantee to comply with the Use Conditions, and obtain an award of Grantor's reasonable attorney fees and costs necessarily incurred in bringing a successful action to enforce the Use Conditions;and 2. After providing actual notice to Grantor of a violation and providing Grantor with a reasonable amount of time to cure such violation, which time period shall be no less than thirty (30) days and no longer than (60) days, Grantee may seek injunctive or other relief from the District Court, Pitkin County, Colorado to require Grantor or its members to comply with the Use Conditions, and obtain an award of Grantee's reasonable attorney fees and costs necessarily incurred in bringing a successful action to enforce the Use Conditions;and 3. In the event that(a)Grantor obtains injunctive or other relief to require Grantee to comply the Use Conditions on three different occasions within any five year period,or on five different occasions within any ten year period, or(b) Grantee acknowledges a violation of the Use Conditions, determines that it is unable to comply with the Use Conditions or otherwise curt such a default, and informs Grantee of such determination,then Grantor shall have the right to direct Grantee to convey the Property to a third party of Grantor's choice within sixty(60)days, so long as any such third-party takes subject to the terms of this Deed. This remedy shall be known as die"Right of Entry for Condttion Broken" Any dispute arising out of or relating to violation of the Use Conditions,shall be resolved in the District Court, Pitkin County, Colorado. In determining whether a use significantly alters or impairs the natural,scenic,historic, and open space condition of the Property in violation of the Use Conditions, the Court shall consider,among other facts that the Court deems relevant, the nature, duration,and physical effects of the use; the knowledge and participation of Grantee in the use;and the efforts taken by Grantee to terminate the use. Grantee shall not be required to take any action or make any improvement to the Property except as necessary to comply with the Conditions of Use and the requirements of Colorado law, with due regard to any governmental immunity applicable to Grantee. Grantor acknowledges that Grantee,its directors, officials,officers, agents,and employees are relying upon and do not waive or abrogate, or intend to waive or abrogate by any provision of this Deed the monetary limitations or any other rights, immunities, or protections afforded by the Colorado Governmental Immunities Act,C.R.S. §§24-10-101,et see, as it may be amended from time to time. IN WITNESS WHEREOF, Grantor has executed this Deed on the date set forth above. 2 RED MOUNTAIN RANCH HOME OWNERS A \ATION,a Colo .•o onprcfitcorporadon \14\ By: Ilk Nameriragrafffi, Its. ATM? •... STATE OF COLORADO ) ) ss. COUNTY OF PITKN W� This fomgoing instrument was acknowledged before me,this 224day of /i)atcek 2OI6,by •.1 -n Murdock is vr[Sfdc.Ytyr of RED MOUNTAIN RANCH HOME OWNERS ASSOCIATION,a Colorado nonprofit corporation. WITNESS my hand end official seal My commission expires. 341.1 202. dfreylvo Notary blit SIEFNa HEWHEY NOTARY PUOUC TIME OF COLOfNDO WARY ID 101610nesi AEY CALIMISSION EXPIRES MARCH 24.2026 3 ACCEPTED AND AGREED to by Grantee this _day of, , _ 2018. THE HOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF FITKM,a body corporate and politic and subdivision of the State of Colorado BY Name: Its: STATE OF COLORADO } se COUNTY OF PITKIN This foregoing instrument was acknowledged before me finis _„_ day of 2018,by J as of THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PITKIN, a body corporate and politic and subdivision of the Stec of Colorado. WITNESS my hand and official seal. My commission expires: Notary Public a 111111111111 1111111111111111111011101111 RECEPTIONS:647913,ft SO 00,D•$0.00 jjCP DOC CODE' SPEC WD " Pg 1 of 10,06106/2018 at 09 31:14 AM &rake- beekaeYken 4y7 James K Vos caudal,Pnkin County,Co Sao to da{tt 3t ne I 2_6( V SPECIAL WARRANTY DEED A .dune- THIS SPEC;AL WARRANTY DEED ("Deed"), made this day of 41.:...h 2018, between KED MOUNTAIN RANCH HOME OWNERS ASSOCIATION, a Colorado nonprofit corporation, whose address is tdo Frias Properties of Aspen, 730 E Durant Ave, Aspen, CO ("Grantor"), and THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF HUN, a body corporate and politic and subdivision of the State of Colorado, whose temporary address is 123 Emma Road,Suite 106, Basalt,CO("Grantee"), WITNESSETH, that Grantor, for and in consideration of Ten Dollars ($70001 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. has granted, bargained. sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the Grantee, and its successors and assigns forever, the Commons Area depicted on the Nat of Block 3 of Red Mountain Ranch recorded Plat Rook 4, Page 13 of the Records of the Clerk and Recorder of Pitkin County, Colorado, on October 7, 1969, all such real property (the "Property") situate, lying and being in the County of Pitkin, State of Colorado,described as follows: See Exhibit A attached to this Special Warranty Deed and incorporated by reference. subject, however, to the Grantor's Right of Entry for Condition Broken. (hereafter "Right of Entry,"as defined and described below). TOGETHER WITH al'. and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law nt equity, of, in and to the above bargained premises. TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the Grantee, and its successors and assigns forever The Grantor, for itself and its successors and assigns, does covenant and agree that it till and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of the Grantee,and its successors and assigns,against all and every person or persons claiming the whole or any part thereof by, through or under the Grantor and not otherwise, EXCEPT AND SUBJECT TO those matters listed on Exhibit B, attached hereto and incorporated nerein by this reference,and to the Grantor's Right of Entry fora Condition Arisen (as described below). The Property is conveyed and accepted subject to and upon the express terms contained in the Right of Entry, which Right of Entry is reserved for the beneft of Grantor, its successors and assigns. Grantee acknowledges that the Right of Entry represents an important part of the consideration paid for the Property, and a material inducement to Grantor for conveying the Property to Grantee. THE PARTIES HERETO acknowledge and agree that Grantor is conveying the Property to Grantee for the following purposes and subject to the restrictions set forth on the attached Exhibit C(coi)ective',y,the"Use Conditions".) In me event that Grantor or Grantee believes that any of the Use Conditions are being intentionally violated, then the Grantor or Grantee, or their successors in interest,shall be entitled to the following remedies: I. After providing actual notice to Grantee of a violation and providing Grantee with a reasonable amount of time to cure such violation,which time period shall be no less than thirty (30) days and no longer than (60) days, Grantor may seek injunctive or other relief from the District Court, Pitkin County, Colorado to require Grantee to comply with the Use Conditions, and obtain an award of Grantor's reasonable attorney fees and costs necessarily incurred in bringing a successful action to enforce the Use Conditions;and 2. After providing actual notice to Grantor of a violation and providing Grantor with a reasonable amount of time to cure such violation, which time period shall be no less than thirty (30) days and no longer than (60) days, Grantee may seek injunctive or other relief from the District Court, Pitkin County, Colorado to require Grantor or its members to comply with the Use Conditions, and obtain an award of Grantee's reasonable attorney fees and costs necessarily incurred in bringing a successful action to enforce the Use Conditions; and 3 In the event that (a)Grantor obtains injunctive or other relief to require Grantee to comply the Use Conditions on three different occasions within any five year period, or on five different occasions within any ten year period, or (b) Grantee acknowledges a violation of the Use Conditions, determines that it is unable to comply with the Use Conditions or otherwise cure such a default, and informs Grantee of such determination, then Grantor shall have the right to direct Grantee to convey the Property to a third party of Grantor's choice within sixty(60)days, so long as any such third-party takes subject to the terms of this Deed. This remedy shall be known as the"Right of Entry for Condition Broken" Any dispute arising out of or relating to violation of the Use Conditions, shall be resolved in the District Court, Pitkin County. Colorado In determining whether a use significantly alters or impairs tae natural, scenic, historic„and open space condition of the Property in violation of the Use Conditions, the Court shall consider, among other facts that the Court deems relevant, the nature, duration, and physical effects of the use; the knowledge and participation of Grantee in the use;and the efforts taken by Grantee to terminate the use. Grantee shall not be required to take any action or make any improvemem to the Property except as necessary to comply with the Conditions of Use and the requirements of Colorado law, with due regard to any governmental immunity applicable to Grantee. Grantor acknowledges that Grantee, its directors, officials, officers, agents, and employees are relying upon and do not waive or abrogate, or intend to waive or abrogate by any provision of this Deed the monetary limitations or any other rights, immunities, or protections afforded by the Colorado Governmental Immunities Act,C.R.S. 6624-10-101,e!seq , as it may be amended from time to time. IN WITNESS WHEREOF, Grantor has executed this Deed on the date set forth above. 2 RED MOUNTAIN RANCH HOME OWNERS A \TION, a Colo do onprofit corporation Name ffinatilirn IIs: raw ' a.. NI STATE OF COLORADO ) SS COUNTY OF PITKIN ) This foregoing instrument was acknowledged b ore me this .2•- day of triatrth 2018, by CMMT� I✓1 uXCLOC.( cF as yregteter of RED MOUNTAIN RANCH HOMEOWNER&ASSOCIATION,a Colorado nonprofit corporation WITNESS my hand and official seal. My commission expires 3ji q 2020 Notary blic STEFAM HEAPHEY NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20161011651 MY COMMSSION EXPIRES MARCH 24,2020 3 ACCEPTED AND AGREED to by Grantee this ?' A day of_ . � (4- 2018 THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PITKIN, a body corporate and politic and subdivision of the State of Colorado By: r C&no& Name. pq;i4. Clcynr Its Ohoer S AlI' E OF COLORADO ) ss. COUNTY OF PITKIN 1 his foregoing instrument. was acknowledged before me this ; 'l_t day of v` 2018, by er ( I r..tt^•:�CI as t '1 1`, vi of THE BOARDvOF COUNTY COMMISSIONERS OF THE COUNTY OF PITKIN, a body corporate and politic and subdivision of the State of Colorado, WITNESS my hand and official seal. My commission expires' /tel LCA ° l ±_H JANrA ACHEv Notary Public unU rre.r 4 EXHIBIT A LEGAL DESCRIPTION - EXHIBITA- Red Mountain Ranch Home Owners Association- Property address; Vacant land - I'itkin County,Colorado A parcel of land being a portion of RED MOUN FAIN RANCI I BLOCK 3 recorded in Plat Book 4 Page 13, Pnktn County Records.Pitkan Counp.Colorado described us follows Beginning at the northwest corner of COMMONS AREA. said RED MO'JN I MN RANCI I BLOCK 3;thence easterly in a clockwise direction along the perimeter of said COMMON%AREA the fallowing eight(8)courses: I -EAS 12324.83 feet. 2-S 13° 34'00"W, 1723.38 feet; 3-N 77°00 30"W,270 85 fret; 4-N 05°00'00" E 195.00 feet; 5 •N 69°54'00"W,399,84 feet; 6-N 46°07 00"W,385.00 feet; 7- N 63°06'DO"W,1335.02 feet; 8-N 22°25'00' E,445.61 feet to the Point of Beginning. The basis of bcanngs is the north line of said RED MOUNTAIN RANCH BLOCK 3 being WEST as shown on said RED MOUNTAIN RANCH BLACK 3 Said parcel contains 54 826 acres.more or less Exhibit B 1. ANY FACTS. RIGH rS. INTERESTS. OR CLAIMS THEREOF NOT SHOWN BY NE PUBLIC RECORDS BUT TI IAT COULD BE ASC'ERI AINED BY AN INSPECTION OF THE LAND OR THAI MAY BE ASSERTED BY PERSONS IN POSSESSION OF THE LAND. 2. EASEMENTS. LIENS OR ENCUMBRANCES. OR CLAIMS THEREOF. NO SHOWN BY THF PUBLIC RECORDS 3. ANY ENCROACHMENT. ENCUMBRANCE. VIOLATION. \'ARIA[ION. OR ADVERSE CIRCUMSTANCE AFFECTING THE TIT LE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND AND NOT SHOWN BY I HE PUBLIC RECORDS 4 ANY LIEN. OR RIGHT TO A LIEN. FOR SERVICES. LABOR OR MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAR AND NOT SHOWN BY THE PUBLIC RECORDS. 5. DEFECTS, LIENS. ENCUMBRANCES_ ADVERSE CLAIMS OR OTHER MATTERS. IF ANY. CREATED. FIRS 1 APPEARING IN THE PUBLIC RECORDS OR ATTACHING SUBSEQUENT TO THE EFFECTIVE DATE HEREOF BUT PRIOR TO THE DATE OF THE PROPOSED INSURED ACQUIRES OF RECORD FOR VALUE THE ESTATE OR INTEREST OR MOR I GAGE THEREON COVERED BY TI(IS COMMITMENT 6 (A) TAXES OR ASSESSMENTS THAT ARE NO SHOWN AS EXISTING LIENS BY THE RECORDS OF ANY TAXING AU FHORITY THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS: (B) PROCEEDINGS BY A PUBLIC AGENCY THAT MAY RESULT IN FAXES OR ASSESSMENTS, OR NOTICES OF SUCH PROCEEDINGS. WI TETHER OR NUT SHOWN BY [HE RECORDS OF SI ICI I AGENCY OR BY 1 HE PUBLIC RECORDS 7 (.A) UNPATENTED MINING CLAIMS: (13) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE 1SSL ANCE THEREOF, (C1 NATER RIGN I S. CLAIMS OR TITLE FO WA"I ER 8. RIGHT OF WAY FOR DTI CI IGS OR CANALS CONSTRUCTED BY THE AU I HURT I Y OF THE UNITED STATES AS RESERVED IN UNITED STATES PATEN F RECORDED APRIL 24. 1922 IN BOOR 55 AT PAGE 263 Q. TERMS.CONDITIONS AND OBLIGATIONS OF AGREEMENT RECORDED MAY 2$. 1966 IN BOOK 220 AT PAGE 490, AND SUPPLEMENTAL AGREEMENT RECORDED JUNE 19. 1967 IN BOOK 227 AT PAGE 4]6 10. ILRMS. CONDITIONS, AND OBLIGAI IONS CONTAINED IN ARTICLES OF INCORPORATION OF THE RED MOUNTAIN RANCH HOME OWNERS .ASSOCIATION AS RECORDED DECEMBER 15. 1966 IN BOOK 224 AT PAGE 329 INCORPORATED BY REFERENCE IN INSIRUMENT RECORDED DECEMBER 15. 1966IN BOOK 224 AT PAGE 347 AND AMENDMENT THERETO RECORDED JUNE 13, 1989 IN BOOK 594 AT 442141D PAGE 753. AI.1 A COMMITMENT Old Republic National Tide Insurance Compam Schedule H, Part II (Exceptions)Order Number; ABS62009246 I I. PROTECTEbE COVENANTS FOR RED MOUN I AIN RANCH. WHICH DO NOT CONTAIN A FORFEITURE OR REVERT ER C'I..AUSE. BUT OMITTING ANY COVENAN1 S OR RES FRICTIONS, IF ANY. BASET) UPON RACE.COLOR. RELIGION. SEK. SEXUAL ORIENTATION, FAMILIAL Si ATUS. MARITAL STATUS. DISABILITY. I IANDICAP, NATIONAL ORIGIN. ANCESTRY. OR SOURCE OF INCOME. AS SET LORI II IN APPLICABLE STATE OR FEDERAL LAWS. EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW.AS CONTAINED IN INSTRUMENT RECORDED DECEMBER 15. 1966 TN BOOK 224 A 1' PAGE 347 AND RECORDED JULY 19. 1967 IN BOOK 228 AT PAGE 117 AND RECORDED NOVEMBER 18, 1969 EN BOOK 244 A F PAGE 553 AND RECORDED JULY 31. 1970 IN BOOR 249 AT PAGE 747 AMENDMENT RECORDED SEPTEMBER 1. 1970 1N BOOK 250 AT PAGE 386 AND AMENDED SEP I EMBER 1. 2_016 AT RECEPTION NO 631876, I' EASEMENTS. RIGHTS OF WAY AND ALL OTI IER MATT IRS AS DISCLOSED ON THE PLAT OF BLOCK ; RECORDED SEPTEMBER 19. 1969 IN BOOK 4 AT PAGE 13 13. EASEMENTS 10 FEET IN WID'T'H ALONG ALL PERIMETER LOT LINES NOT ABUTTING A ROAD FOR UI ILI HES, DITCHES. IRRIGATION. WALKING AND RIDING I TRAILS. ALSO PERPETUAL EASEMENTS FOR IRRIGATION DITCHES IN EXISTANCE OR SUBSEQLEN FLY CONS I RUC'TED AS SPT FORTH N INSTRUMENT RECORDED DECEMBER 15 1966 IN BOOT: 224 AT J'AGL, 347. 14. PERPEI I;AL. NON-EXCLUSIVE EASEMENT AND RIGHT OF WAY AS GRANT ED 10 FREDERIC A. BENEDICT AND FABIENNP BENEDICT. TI IEIR HEIRS. REPRESENTATIVES, SUCCESSORS AND ASSIGNS. RECORDED SEPTEMBER 14. 1972 IN BOOK 266Af PAGE BS9 IS. TERMS- CONDITIONS AND OBLIGATIONS OF AGREPV,ENT RECORDED SEPTEMBER 15. 1972 IN BOOK 266 AT PAGE 971. 16 PERPETUAL EASEMENTS GRANTED TO THE CITY 01- ASPEN. ITS SUCCESSORS AND ASSIGNS. RECORDED MARCH 5. 1973 IN BOOK 273 A 1- PAGE 239- 1 7, PERPETI lAL.NON-EXCLUSIVE EASEMENT AND RIGH I OF WAY AS GR ANI ED "I'CI FHT. CITY OF ASPEN. ITS SUCCESSORS AND/OR ASSIGNS RECORDED MARCH 5, 1973 IN BOOK 273 AT PAGE 246. 1K. TERMS. CONDITIONS AND PROVISIONS OF GRANT OE BASEMENT RECORDED NOVEMBER 01. 1976 IN BOOK 318 AT PAGE 789 AS RECEP PION NO 188444. 19. TERMS. CONDITIONS, PROVISIONS. BURDENS.OBLIGATIONS AND T.ASEMEN I S AS SF f FORTH AND GRANTED IN AGREEMENT RECORDED OCTOBER 14. 1981 UNDER RECEPTION NO 236378. 20 l ERMS, CONDITIONS, PROVISIONS BURDENS. OBLIGATIONS AND EASEMENTS AS SET FORTH AND GRAN FED IN EASEMENT RECORDED AUGUST 24, 1982 LNDER RECEPTION NO. 243612, 21 TERMS, CONDITIONS AND PROVISIONS OF HUNTER CREEK SETTLEMEN I AGREEMENT RECORDED OCTOBER 08. 1993 IN BOOK 726 Al PAGE 148 AS RECEPTION NO. 361867 22 TERMS. CONDI I IONS AND PROVISIONS OF GRANT OP EASEMENT RECORDED DECEMBER 07, 1993 IN BOOK 733 AT PAGE 898 AS RECEPTION NO 364186 AND GRANT OF EASEMENT RECORDED OCTOBER 8, 1993 FN BOOK 726 AT PAGE 185 AS RECEP I ION NO. 361870 AND GRANT OF EASEMENT RECORDED OCTOBER 8. 1993 IN BOOK 726 AT PAGE 166 AS RECEPTION NO 361868 . ALTA COMMITMENT Old Republic National Title Insurance Comport) Schedule B. Pan 11 (Exceptions) Order Number: ABS62009246 23. TF RMS. CONDITIONS AND PROVISIONS OF RESOLD FION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AUTHORIZING PI[KIN COUNTY TO EXECUTE THE HUNTER CREEK SETTLEMENT AGREEMENT IN ALTER V. MCCLOSKY. UNITED STATES COURT OF APPEALS CASE NOS 02-1324 AND 02- 1325, (RESOLUTION NO. 142--20041 RECORDED JULY 19. 2005 AT RECEPTION NO. 512562 AND 512563 AND AGREEMENT RECORDED OCTOBER 18. 2005 Al RECEPTION NO 516385 24 FERMS, CONDITIONS. PROVISIONS. BURDENS. OBI.IG ATIONS AND EASEMENTS AS SET FOR 1 II AND GRAN FED IN RIGHT OF WAY GRANT RECORDED JANUARY 26, 2005 UNDER RECEPTION NO. 506336. 25. TERMS. CONDITIONS AND PROVISIONS OF BARGAIN AND S 1I E DEED RECORDED AUGUS r 21. 2006 AT RECEPTION NO. 527671. 26. TERMS, CONDITIONS AND PROVISIONS 01- DITCH OWNERSHIP AGREEMENT RECORDED MAY 24. 2012 AT RECEPTION NO. 589342. 27. I FRMS. CONDI[DONS. PROVISIONS. BURDENS.OBLIGATIONS AND EASEMENTS AS SET FORTH AND GRANTED IN PIPELINE EASEMENT AGREEMENTS RECORDED APRIL 20. 2012 UNDER RECEPTION NO. 588363 AND 588369 AND RECORDED SEPTEMBER 26. 2012 AT RECEPTION NO 592584 AND RECORDED OCTOBER 9.2012 AT RECEPTION NO. 592941. 28 LACK OF ACCESS TO ANY ROAD, STREET OR HIGH V At 3 4x4'_14301 EXHIBIT C USE CONDITIONS These Use Restrictions are being imposed for the purpose of assuting that the Property will be retained forever in its natural, scenic, historic, and open space condition, and to prevent any use of the Property that will significantly alter or impair this condition (the "Purpose") To accomplish this Purpose, Grantee agrees to maintain the Property in substantially the same conchbon that is on the date of that this Deed is executed. Except as expressly permitted by this Deed, any activity on or use of the Property inconsistent with the Purpose of this Deed is prohibited. Without limiting the generality of the foregoing, the following activities and uses of the Property are expressly prohibited.or permitted as stated berow Prohibited Uses la) Construction of Buildings and Other Structures. 'Ile construction or erection of buildings,canopies,tents, fences, and other structures,whether permanent or temporary,is prohibited. (b) Construction of improvement of roads or trails. The construction or improvement of any roads or trails is prohibited. (c) Subdivision. Any division or subdivision of title to the Property,whether by physical or legal process,is prohibited,except that a conservation easement may he placed on the Property so long as doing so is not contrary to the Purpose of these Use Restrictions. (d) Security Interest. Any grant of any security interest in or lien against the Property is prohibited. (e) Mining. The mining or extraction of soil,sand, gravel,rock,oil,natural gas,fuel,or other mineral substances is prohibited. {t) Trash and Storage, The dumping or accumulation of aey kind of trash or refuse is prohibited The storage of any matter brought onto the Property is prohibited (g) Commercial or Industrial Activity. Use of the Property for any commercial or industrial activities is prohibited. ;n} Recreational Activity. Use of the Property by members of the public, including the members of the Red Mountain Ranch Owners Association, for recreational activities such as Inking,hunting,horseback riding,trai hiking(motorized and non • motorized), use of all-terrain vehicles,camping,drone operations,skiing, and snowboarding is prohibited. Pcrmitled Uses (i) Sivns. The placement of signs on the Proper) to provide reasonable notice of theses Deed Restrictions is permitted. (j) Mitigation of Natural Conditions The use of machinery,helicopters, and other traditionally-recognized devices and methods to mitigate the risk of natural conditions such as snow slides,mud slides, and rock movement is permitted. (k) Wildlife Enhancement. Nonmaterial changes to the Property to maintain, improve, or enhance wildlife habitat is permitted. Partially Permitted and Partially Prohibited Uses (I) Further Conveyance. Any lease, license,conveyance, or grant of possessory rights in all or a part of the Property to third parties, including Grantor, is prohibited unless the party obtaining such rights agrees in writing to comply with these deed restrictions. (m) Timber harvesting.Trees, bushes,and other vegetation may be cm or removed to control insects and disease, for wildfire control,to control invasive non- native species, and to prevent personal injury and property damage Other removal of trees, bushes and other vegetation is prohibited