HomeMy WebLinkAboutresolution.council.029-11 RESOLUTION 1129
(Series of 2011)
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF
ASPEN, COLORADO, AND HY- MOUNTAIN TRANSPORTATION INC.
AND /OR ASSIGNS SETTING FORTH THE TERMS AND CONDITIONS
REGARDING THE SALE OF REAL PROPERTY KNOW AS LOT 6, BLOCK 5,
ASPEN BUSINESS CENTER PUD AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council an agreement
between the City of Aspen, Colorado, and Hy- Mountain Transportation Inc.
and/or Assigns, a copy of which agreement is annexed hereto and made a part
thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City of Aspen hereby approves that agreement
between the City of Aspen, Colorado, and Hy- Mountain Transportation Inc.
and/or Assigns regarding the sale of real property know as Lot 6, Block 5, Aspen
Business Center PUD for the city of Aspen, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the City Manager of the City of
Aspen to execute said contract on behalf of the City of Aspen.
j '
Dated: �� ' 2U /.7
Michael C. reland, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held, April 11, 2011.
ar
Kir n S. Koch, City Clerk
Morris & Fyrwald Real Estate
Sotheby's International Realty
415 East Hyman Avenue
Aspen, CO 81611
Phone: 970- 925 -6060, Fax: 970- 9254138
The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.
(CBS4 -8 -10) (Mandatory 1 -11)
1
2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL
3 BEFORE SIGNING.
4
5 CONTRACT TO BUY AND SELL REAL ESTATE
6 (LAND)
7 (® Property with No Residences) •
8 ( Property with Residences - Residential Addendum Attached)
9 Date: March 24, 2011
10
11 I AGREEMENT I
12
13 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property described
14 below on the terms and conditions set forth in this contract (Contract).
15 2. PARTIES AND PROPERTY.
16 2.1. Buyer. Buyer,
Hy- Mountain Transportation Inc and/or Assigns
17
18 , will take title to the Property described below as ❑ Joint Tenants Tenants In Common ❑ Other
19 n/a
20 2.2. Assignability and Inurement. This Contract ® Shall ❑ Shall Not be assignable by Buyer without Seller's prior written
21 consent. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal representatives,
22 successors and assigns of the parties.
23 2.3. Seller. Seller
City of Aspen
24 , is the current owner of the Property described below.
25 2.4. Property. The Property is the following legally described real estate in the County of Pitkin
26 Colorado:
27 City of Aspen ECO Lofts POD, formerly AABC Block 5 Lot 6
28 known as No.
29 212 AABC, Aspen, CO 81611
30 Street Address City State Zip
31 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of
32 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).
33 2.5. Inclusions. The Purchase Price includes the following items (Inclusions):
34 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract:
35 Other Fixtures:
36 none. —
37 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in the
38 Purchase Price.
39 2.5.2. Personal Property. If on the Property whether attached or not on the date of this Contract:
40 none.
41 Other Personal Property:
42 none.
43 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal
44 property taxes for the year of Closing), liens and encumbrances, except
PREPARED BY: Greg Hunter, Broker
CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
ReaIFASTTS Software. 02011, Version 618. Software Registered to: Craig Monis, Morris 8 Fyrwald Real Estate Sotheby's International Realty
Buyer(01 03/24/11 11:03:28 Page 1 of 14
Seller(s) _
.45 none other.
46 Conveyance shall be by bill of sale or other applicable legal instrument.
47 2.5.3. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows:
48 none.
49 The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal
50 property taxes for the year of Closing), liens and encumbrances, except
51 none other.
52 Conveyance shall be by bill of sale or other applicable legal instrument.
53 2.5.4. Water Rights, Water and Sewer Taps. The following legally described water rights:
54 none.
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63 2.5.4.2. ❑ Water Stock Certificates:
64 n/a
65 2.5.4.3. ❑ Water Tap ❑ Sewer Tap
66 Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time
67 and other restrictions for transfer and use of the tap.
68 2.5.5. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows:
69 n/a
70 2.6. Exclusions. The following items are excluded (Exclusions):
71 none.
72 3. DATES AND DEADLINES.
73
Item No. Reference Event Date or Deadline
1 § 4.2.1 Alternative Earnest Money Deadline none
Title and CIC
2 § 7.1 Title Deadline 7 days from Resolution
3 § 7.2 Exceptions Request Deadline 7 days from Resolution
4 § 8.1 Title Objection Deadline 14 days from Resolution
5 § 8.2 Off - Record Matters Deadline 7 days from Resolution
6 § 8.2 Off - Record Matters Objection Deadline 7 days from Resolution
7 § 7.4.4.1 CIC Documents Deadline none
8 § 7.4.5 CIC Documents Objection Deadline none
9 § 8.6 Right of First Refusal Deadline none
Seller's Property Disclosure
10 § 10.1 Seller's Property Disclosure Deadline 7 days from Resolution
'men and ('relit
11 § 5.1 Loan Application Deadline March 28, 2011
12 § 5.2 Loan Conditions Deadline April 25, 2011
13 § 5.3 Buyer's Credit Information Deadline n/a
14 § 5.3 Disapproval of Buyer's Credit Information Deadline n/a
15 § 5.4 Existing Loan Documents Deadline n/a _
16 § 5.4 Existing Loan Documents Objection Deadline n/a
PREPARED BY: Greg Hunter, Broker
CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
ReaIFASTO Software, 02011, Version 8.18. Software Registered to: Craig Marls, Mortis 8 Fyrwald Real Estate Sotheby's International Realty
Buyer(sl 0324117 11:03:26 Seller s e 2 or 14
' 17 4 5.4 Loan Transfer Approval Deadline n/a
Appraisal
18 § 6.2.2 Appraisal Deadline April 25, 2011
19 § 6.2.2 Appraisal Objection Deadline April 26, 2011
Survey
20 4 7.3 Survey Deadline none
21 § 8.3.2 Survey Objection Deadline none
Inspection and Due Diligence
22 § 10.2 Inspection Objection Deadline none
23 § 10.3 Inspection Resolution Deadline none
24 § 10.5 Property Insurance Objection Deadline none
25 § 10.6 Environmental Inspection Objection Deadline none
26 § 10.6 ADA Evaluation Objection Deadline none
27 § 10.7 Due Diligence Documents Delivery Deadline none
28 § 10.8.1 Due Diligence Documents Objection Deadline none
29 § 11.2 Tenant Estoppel Statements Deadline none
30 § 11.3 Tenant Estoppel Statements Objection Deadline none
Closing and Possession
31 § 12.3 Closing Date April 29, 2011
32 § 12.1 Closing Documents Delivery Deadline April 28, 2011
33 § 17 Possession Date April 29, 2011
34 § 17 Possession Time 8 Closing
35 6 28 Acceptance Deadline Date March 28, 2011
36 § 28 Acceptance Deadline Time 4:00 PM
n/a n/a n/a n / a
n/a n/a n/a n/a
74
75 Note: Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation
76 "N /A" or the word "Deleted" means not applicable and when inserted on any line in Dates and Deadlines (§ 3), means that the
77 corresponding provision of the Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of
78 this Contract) means the date upon which both parties have signed this contract.
79 4. PURCHASE PRICE AND TERMS.
80 4.1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows:
81
82 Item No. Reference Item Amount Amount
83 1 § 4.1 Purchase Price $ 379,000
84 2 §4.2 Eamest Money $ 25,000
85 3 44.5 New Loan 300,000
86 4 4 4.6 Assumption Balance n/a
87 5 § 4.7 Seller or Private Financing n/a
88 6 n/a n/a n/a n/a
89 7 n/a n/a n/a n/a
90 8 § 4.3 Cash at Closing 54, 000
91 9 TOTAL $ 379,000 $ 379,000
92
93 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of business account check
94 shall be payable to and held by Land Title (Eamest Money Holder), in its
95 trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the
96 parties mutually agree to an Alternative Earnest Money Deadline (§ 3) for its payment. If Earnest Money Holder is other than
97 the Brokerage Firm identified in § 32 or § 33, Closing Instructions signed by Buyer, Seller and Earnest Money Holder must be
98 obtained on or before delivery of Earnest Money to Earnest Money Holder. The parties authorize delivery of the Earnest Money
99 deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money
PREPARED BY: Greg Hunter, Broker
CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
ReaIFA$T® Software, 02011, Version 8.16. Software Registered to: Craig Mortis, Morris 8 Fyn/aid Real Estate Sotheby's International Realty
03/24/11 11:03:26 Page 3 of 14
Buyer(s) Seller(s) _
100 Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing
101 affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest
102 Money deposited with the Eamest Money Holder in this transaction shall be transferred to such fund.
103 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of
104 tender of the Contract is as set forth as the Alternative Earnest Money Deadline (§ 3).
105 4.2.2. Return of Earnest Money. If Buyer has a right to terminate this Contract and timely terminates, Buyer shall be
106 entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and,
107 except as provided in § 24, if the Eamest Money has not already been returned following receipt of a Notice to Terminate or
108 other written notice of termination, Seller agrees to execute and return to Buyer or Broker working with Buyer, written
109 mutual instructions, i.e., Earnest Money Release form, within three days of Seller's receipt of such form.
110 4.3. Form of Funds; Time of Payment; Funds Available.
111 4.3.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and
112 closing costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified
113 check, savings, and loan teller's check and cashier's check (Good Funds).
114 4.3.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the parties shall
115 be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY SHALL BE IN DEFAULT.
116 Buyer represents that Buyer, as of the date of this Contract, ® Does ❑ Does Not have funds that are immediately verifiable
117 and available in an amount not less than the amount stated as Cash at Closing in § 4.1.
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123 4.5. New Loan.
124 4.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 4.4, if applicable, shall timely pay Buyer's loan costs, loan
125 discount points, prepaid items and loan origination fees, as required by lender.
126 4.5.2. Buyer May Select Financing. Buyer may select financing appropriate and acceptable to Buyer, including a different
127 loan than initially sought, except as restricted in § 29, Additional Provisions.
128 4.6. Assumption. 'OMITTED AS INAPPLICABLE)
129 4.7. Seller or Private Financing. [OMITTED AS INAPPLICABLE]
130 rFRANSACTION PROVISIONS I
131 5. FINANCING CONDITIONS AND OBLIGATIONS.
132 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New Loan), or
133 if an existing loan is not to be released at Closing, Buyer, if required by such lender, shall make an application verifiable by such
134 lender, on or before Loan Application Deadline (§ 3) and exercise reasonable efforts to obtain such loan or approval.
135 5.2. Loan Conditions. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional upon
136 Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its availability,
137 payments, interest rate, terms, conditions, and cost of such New Loan. This condition is for the benefit of Buyer. If such New
138 Loan is not satisfactory to Buyer, Seller must receive written notice to terminate from Buyer, no later than Loan Conditions
139 Deadline (§ 3), at which time this Contract shall terminate. IF SELLER DOES NOT TIMELY RECEIVE WRITTEN
140 NOTICE TO TERMINATE, THIS CONDITION SHALL BE DEEMED WAIVED, AND BUYER'S EARNEST MONEY
141 SHALL BE NONREFUNDABLE, EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT. (e.g.,Appraisal,Title,
142 Survey).
143 53. Credit Information and Buyer's New Senior Loan. [OMITTED AS INAPPLICABLE]
144 5.4. Existing Loan Review. [OMITTED AS INAPPLICABLE]
145 6. APPRAISAL PROVISIONS.
146 6.1. Property Approval. If the lender imposes any requirements or repairs (Requirements) to be made to the Property (e.g., roof
147 repair, repainting), beyond those matters already agreed to by Seller in this Contract, Seller may terminate this Contract
148 (notwithstanding § 10 of this Contract) by delivering written notice to terminate to Buyer on or before three days following
149 Seller's receipt of the Requirements. Seller's right to terminate in this § 6.1 shall not apply if on or before any termination by Seller
150 pursuant to this § 6.1: (1) the parties enter into a written agreement regarding the Requirements; or (2) the Requirements are
151 completed by Seller, or (3) the satisfaction of the Requirements is waived in writing by Buyer.
152 6.2. Appraisal Condition.
153 ❑ 6.2.1. Not Applicable. This § 6.2 shall not apply.
154 ® 6.2.2. Conventional/Other. Buyer shall have the sole option and election to terminate this Contract if the Purchase Price
155 exceeds the Property's valuation determined by an appraiser engaged by Buyer s lender . The appraisal
156 shall be received by Buyer or Buyer's lender on or before Appraisal Deadline (§ 3). This Contract shall terminate by Buyer
157 delivering to Seller written notice of termination and either a copy of such appraisal or written notice from lender that
158 confirms the Property's valuation is less than the Purchase Price, received by Seller on or before Appraisal Objection
159 Deadline (§ 3). If Seller does not receive such written notice of termination on or before Appraisal Objection Deadline
PREPARED BY: Greg Hunter, Broker
GBS4-8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
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03/24/11 11:03:28 Page 1 of 11
Buyers) Seller(s)
160 (§ 3), Buyer waives any right to terminate under this section.
161 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be timely paid by
162 ® Buyer ❑ Seller.
163 7. EVIDENCE OF TITLE, SURVEY AND CIC DOCUMENTS.
164 7.1. Evidence of Title. On or before Title Deadline (§ 3), Seller shall cause to be famished to Buyer, at Seller's expense, a
165 current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or if this
166 box is checked, ❑ An Abstract of title certified to a current date. If title insurance is famished, Seller shall also deliver to
167 Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract) in Seller's possession. At Seller's
168 expense, Seller shall cause the title insurance policy_to be issued and delivered to Buyer as soon as practicable at or after
169 Closing. The title insurance commitment ® Shall LJ Shall Not commit to delete or insure over the standard exceptions
170 which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanic's liens,
171 (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax
172 sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by ❑ Buyer
173 ® Seller.
174 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. Buyer shall have
175 the right to review the Title Commitment, its provisions and Title Documents (defined in § 7.2), and if not satisfactory to Buyer,
176 Buyer may exercise Buyer's rights pursuant to § 8.1.
177 7.2. Copies of Exceptions. On or before Title Deadline (§ 3), Seller, at Seller's expense, shall famish to Buyer and
178 n/a , (1) copies of any
179 plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment is required to be
180 famished, and if this box is checked ® Copies of any Other Documents (or, if illegible, summaries of such documents) listed
181 in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to furnish these
182 documents pursuant to this section if requested by Buyer any time on or before Exceptions Request Deadline (§ 3). This
183 requirement shall pertain only to documents as shown of record in the office of the clerk and recorder in the county where the
184 Property is located. The abstract or Title Commitment, together with any copies or summaries of such documents furnished
185 pursuant to this section, constitute the title documents (collective) Title Documents).
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192 Bk dekkk $ ahlirjriiaell `aatinlldsa�hr1l+Iy�$J�el\
193 7.4. Common Interest Community Documents. The term CIC Documents consists of all owners' associations (Association)
194 declarations, bylaws, operating agreements, rules and regulations, party wall agreements, minutes of most recent annual owners'
195 meeting and minutes of any directors' or managers' meetings during the six -month period immediately preceding the date of this
196 Contract, if any (Governing Documents), most recent financial documents consisting of (1) annual balance sheet, (2) annual
197 income and expenditures statement, and (3) annual budget (Financial Documents), if any (collectively CIC Documents).
198 ® 7.4.1. Not Applicable. This § 7.4 shall not apply.
199 7.4.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON
200 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. TIIE
201 OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER'S ASSOCIATION
202 FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF
203 THE ASSOCIATION. TIIE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE
204 FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO
205 PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS,
206 THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE
207 DEBT. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY
208 PROHIBIT THE OWNER FROM MAICING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL
209 REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF
210 THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY
211 SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION.
212 PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE
213 BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION.
214 ® 7.4.3. Not Conditional on Review. Buyer acknowledges that Buyer has received a copy of the CIC Documents. Buyer has
215 reviewed them, agrees to accept the benefits, obligations and restrictions that they impose upon the Property and its owners
216 and waives any right to terminate this Contract due to such documents, notwithstanding the provisions of § 8.5.
217 7.4.4. CIC Documents to Buyer.
218 ❑ 7.4.4.1. Seller to Provide CIC Documents. Seller shall cause the CIC Documents to be provided to Buyer, at
219 Seller's expense, on or before CIC Documents Deadline (§ 3).
220 ❑ 7.4.4.2. Seller Authorizes Association. Seller authorizes the Association to provide the CIC Documents to Buyer,
PREPARED BY: Greg Hunter, Broker
GBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
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Buyer(s) _ 0324/1111:03:28 Seller(s)
221 at Seller's expense.
222 7.4.4.3. Seller's Obligation. Seller's obligation to provide the CIC Documents shall be fulfilled upon Buyer's receipt
223 of the CIC Documents, regardless of who provides such documents.
224 7.4.5. Conditional on Buyer's Review. If the box in either § 7.4.4.1 or § 7.4.4.2 is checked, the provisions of this § 7.4.5
225 shall apply. In the event of any unsatisfactory provision in any of the CIC Documents, in Buyer's sole subjective discretion,
226 and written notice to terminate by Buyer, or on behalf of Buyer, and delivered to Seller on or before CIC Documents
227 Ii8jlatiddblehatihd`(§➢ ki0 hdde `is&bt,4t43 d&ilrldn`MlaMd.1v ?M Ae\A ` tak 4 #$rltiltht6l'VhhAMhdn\\\\\\\\\\\
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235 l trio` te: \liseabeilMitils'4.r■hbksbalte\ tik\ikakhloblb`f'01006bellall apply.
236 8. TITLE AND SURVEY REVIEW.
237 8.1. Title Review. Buyer shall have the right to review the Title Documents. Buyer shall provide written notice to terminate
238 based on unmerchantability of title, unsatisfactory form or content of Title Commitment, or, notwithstanding § 13, of any other
239 unsatisfactory title condition, in Buyer's sole and subjective discretion, shown by the Title Documents (Notice of Title Objection).
240 Such Notice of Title Objection shall be delivered by or on behalf of Buyer and received by Seller on or before Title Objection
241 Deadline. (§ 3), provided such Title Documents are received by Buyer in a timely manner. If there is an endorsement to the Title
242 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment shall be
243 delivered to Buyer. Provided however, Buyer shall have five days to deliver the Notice of Title Objection after receipt by Buyer
244 of the following documents: (1) any required Title Document not timely received by Buyer, (2) any change to the Title
245 Documents, or (3) endorsement to the Title Commitment. If Seller does not receive Buyer's Notice of Title Objection by the
246 applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory.
247 8.2. Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off - Record Matters Deadline
248 (§ 3) true copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all
249 easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters
250 (including, without limitation, rights of first refusal and options) not shown by the public records of which Seller has actual
251 knowledge. Buyer shall have the right to inspect the Property to investigate if any third party has any right in the Property not
252 shown by the public records (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights).
253 Written notice to terminate based on any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection,
254 notwithstanding § 13) in Buyer's sole subjective discretion, by or on behalf of Buyer shall be delivered to Seller on or before
255 Off - Record Matters Objection Deadline (§ 3). If Seller does not receive Buyer's written notice to terminate on or before
256 Off - Record Matters Objection Deadline (§ 3), Buyer accepts title subject to such rights, if any, of third parties of which Buyer
257 has actual knowledge.
258 8.3. Survey Review.
259 ® 8.3.1. Not Applicable. This § 8.3 shall not apply.
260 ❑ 8.3.2. Conditional on Survey. If the box in this § 8.3.2 is checked, Buyer shall have the right to review the Survey. If
261 written notice to terminate by or on behalf of Buyer based of any unsatisfactory condition, in Buyer's sole subjective discretion,
262 shown by the Survey, notwithstanding § 8.2 or § 13, is received by Seller on or before Survey Objection Deadline (§ 3),
263 this Contract shall terminate. If Seller does not receive Buyer's written notice to terminate by Survey Objection Deadline
264 (§ 3), Buyer accepts the Survey as satisfactory.
265 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION
266 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE
267 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT
268 RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
269 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH
270 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE
271 SPECIAL TAXING DISTRICTS IN WINCH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
272 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING
273 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND
274 RECORDER, OR THE COUNTY ASSESSOR.
275 In the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as the effect
276 of special taxing district is unsatisfactory, in Buyer's sole subjective discretion, if written notice to terminate, by or on behalf of
277 Buyer, is received by Seller on or before Off - Record Matters Objection Deadline (§ 3), this Contract shall terminate. If Seller
278 does not receive Buyer's written notice to terminate on or before Off - Record Matters Objection Deadline (§ 3), Buyer accepts
279 the effect of the Propertys inclusion in such special taxing district and waives the right to terminate for that reason.
280 8.5. Right to Object, Cure. Buyer's right to object shall include, but not be limited to, those matters set forth in §§ 8 and 13. If
281 Seller receives Buyer's written notice to terminate or notice of unmerchantability of title or any other unsatisfactory title condition
PREPARED BY: Greg Hunter, Broker
CBS4-8 -10. CONTRACT TO BUY AND SELL REAL ESTATE ((AND). Colorado Real Estate Commission
ReaIFASTS Software, 02011, Version 6.16. Software Registered to: Craig Morris, Mortis 8 Fyrwald Real Estate Sotheby's International Realty
03/24/11 11:03:28 Page 1 of 14
Buyer(s)- Sellers)
282 or commitment terms as provided in §§ 8.1 and 8.2, Seller shall use reasonable efforts to correct said items and bear any nominal
283 expense to correct the same prior to Closing. If such unsatisfactory title condition is not corrected to Buyer's satisfaction, in
284 Buyer's sole subjective discretion, on or before Closing, this Contract shall terminate; provided, however, Buyer may, by written
285 notice received by Seller on or before Closing, waive objection to such items.
286 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve this
287 Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder of the right
288 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract shall terminate. If
289 the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract shall remain in full force and
290 effect. Seller shall promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or
291 Contract approval has not occurred on or before Right of First Refusal Deadline (§ 3), this Contract shall terminate.
292 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully.
293 Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including
294 without limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and
295 other unrecorded agreements, and various laws and govemmental regulations conceming land use, development and
296 environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of
297 the surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold
298 interests in oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them
299 rights to enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer
300 is advised to timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract
301 [e.g., Title Objection Deadline (§ 3) and Off - Record Matters Objection Deadline (§ 3)].
302 9. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not limited to
303 exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), Title and Survey
304 Review (§ 8) and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water (§ 10).
305 (DISCLOSURE, INSPECTION AND DUE DILIGENCE
306 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, AND SOURCE OF
307 WATER.
308 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to
309 deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form
310 completed by Seller to Seller's actual knowledge, current as of the date of this Contract.
311 10.2. Inspection Objection Deadline. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying
312 the Property to Buyer in an "as is" condition, "where is" and "with all faults ". Seller shall disclose to Buyer, in writing, any latent
313 defects actually known by Seller. Buyer, acting in good faith, shall have the right to have inspections (by a third party, personally
314 or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, (2) the
315 physical condition of the Inclusions, (3) service to the Property (including utilities and communication services), systems and
316 components of the Property, e.g. heating and plumbing, (4) any proposed or existing transportation project, road, street or
317 highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property
318 or its occupants is unsatisfactory in Buyer's sole subjective discretion, Buyer shall, on or before Inspection Objection Deadline
319 (§ 3):
320 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or
321 10.2.2. Notice to Correct. Deliver to Seller with a written description of any unsatisfactory physical condition which
322 Buyer requires Seller to correct.
323 If written notice is not received by Seller on or before Inspection Objection Deadline (§ 3), the physical condition of the
324 Property and Inclusions shall be deemed to be satisfactory to Buyer.
325 10.3. Inspection Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in
326 writing to a settlement thereof on or before Inspection Resolution Deadline (§ 3), this Contract shall terminate on Inspection
327 Resolution Deadline (§ 3), unless Seller receives Buyer's written withdrawal of the Notice to Correct before such termination,
328 i.e., on or before expiration of Inspection Resolution Deadline (§ 3).
329 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract, is responsible for payment for all
330 inspections, tests, surveys, engineering reports, or any other work performed at Buyer's request (Work) and shall pay for any
331 damage that occurs to the Property and Inclusions as a result of such Work. Buyer shall not permit claims or liens of any kind
332 against the Property for Work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller
333 harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien.
334 This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability,
335 damage, cost or expense, or to enforce this section, including Seller's reasonable attomey fees, legal fees and expenses. The
336 provisions of this section shall survive the termination of this Contract.
337 10.5. Insurability. This Contract is conditioned upon Buyer's satisfaction, in Buyer's sole subjective discretion, with the
338 availability, terns and conditions of and premium for property insurance. This Contract shall terminate upon Seller's receipt, on
339 or before Property Insurance Objection Deadline (§ 3), of Buyer's written notice to terminate based on such insurance being
340 unsatisfactory to Buyer. If Seller does not receive Buyer's written notice to terminate on or before Property lnsurance Objection
341 Deadline (§ 3), Buyer shall have waived any right to terminate under this provision.
PREPARED BY: Greg Hunter, Broker
CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
ReaIFASTO Software, 02011, Version 8.18. Software Registered to: Craig Monis, Morris & Fynvald Real Estate Sotheby's International Realty
03/24/11 11:03:28 Page r of 14
Buyer(s)e4i0 Selier(s)
•
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PREPARED BY: Greg Hunter, Broker
CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
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0324!1111:03:26 Seller(s) _
Buyer(s) S�
.403 Wiit i# tWt► &thVIrki iit>ltakkk‘adddkiclkhilh$hidnLld\
404 10.8.4. Zoning. If Buyer is not satisfied with the results of Buyer's review of the Zoning and written notice to terminate is
405 received by Seller on or before Due Diligence Documents Objection Deadline (§ 3), this Contract shall terminate.
406 If Buyer's written notice to terminate for any of the conditions set forth above is not timely received by Seller, then such
407 condition shall be deemed to be satisfactory to Buyer.
408 10.9. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does ® Does Not
409 acknowledge receipt of a cop of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable
410 water for the Property. Buyer Does 0 Does Not acknowledge receipt of a copy of the current well permit. 0 There is No
411 Well. Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE
412 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED
413 SOURCE) TO DETERMINE THE LONG -TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES.
414 10.10.Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned to
415 the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease
416 or other writing received by Buyer. Seller shall not amend, alter, modify, extend or cancel any of the Leases nor shall Seller enter
417 into any new leases affecting the Property without the prior written consent of Buyer, which consent shall not be unreasonably
418 withheld or delayed.
419 11. TENANT ESTOPPEL STATEMENTS.
420 0 11.1. Not Applicable. This § 11 shall not apply.
421 11.2. Applicable. This § 11.2 shall apply unless the box in 6 11.1 is checked. As to all occupants or tenants at the Property,
422 Seller shall obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), statements in a form and
423 substance reasonably acceptable to Buyer (Estoppel), from each occupant or tenant attached to a copy of such occupant's or
424 tenant's lease and any amendments (Lease) stating:
425 11.2.1. The commencement date of the Lease and scheduled termination date of the Lease;
426 11.2.2. That said Lease is in full force and effect and that there have been no subsequent modifications or amendments;
427 11.23. The amount of any advance rentals paid, rent concessions given, and deposits paid to Seller;
428 11.2.4. The amount of monthly (or other applicable period) rental paid to Seller;
429 11.2.5. That there is no default under the terms of said Lease by landlord or occupant; and
430 11.2.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising the
431 premises it describes.
432 11.3. Tenant Estoppel Statements Delivery/Objection. If Seller shall fail to deliver the Estoppels on or before Tenant
433 Estoppel Statements Deadline Deadline (§ 3) or if Buyer is not satisfied with the form or substance of the Estoppels and written
434 notice to terminate is received by Seller on or before Tenant Estoppel Statements Objection Deadline (§3), this Contract shall
435 terminate. Buyer's approval or disapproval of the Estoppel shall be at Buyer's sole subjective discretion. Buyer shall also have the
436 unilateral right to waive any unsatisfactory Estoppel. If Buye's written notice to terminate is not received by Seller on or before
437 Tenant Estoppel Statements Objection Deadline (§ 3), the Estoppels shall be deemed to be satisfactory to Buyer.
438 (CLOSING PROVISIONS
439 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.
440 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to enable the
441 Closing Company to deliver all documents required for Closing to Buyer and Seller and their designees by the Closing
442 Documents Delivery Deadline (§ 3). If Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's
443 lender shall be required to provide the Closing Company in a timely manner all required loan documents and financial information
444 concerning Buyer's new loan. Buyer and Seller will famish any additional information and documents required by Closing
445 Company that will be necessary to complete this transaction. Buyer and Seller shall sign and complete all customary or reasonably
446 required documents at or before Closing.
447 12.2. Closing Instructions Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing Instructions. Such
448 Closing Instructions 0 Are ❑ Are Not executed with this Contract. Upon mutual execution, 0 Seller ❑ Buyer shall deliver
449 such Closing Instructions to the Closing Company.
450 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as the
451 Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by
452 Land Title
453 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary between
454 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).
455 13. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other
456 terms and provisions hereof, Seller shall execute and deliver a good and sufficient general warranty
457 deed to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except
458 as provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements
459 installed as of the date of Buyers signature hereon, whether assessed or not. Title shall be conveyed subject to:
460 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by
461 Buyer in accordance with Title Review (§ 8.1),
PREPARED BY: Greg Hunter, Broker
CBS448 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
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Buyer(s) Seller(s)
462 13.2. Distribution utility easements (including cable TV),
463 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge
464 and which were accepted by Buyer in accordance with Matters Not Shown by the Public Records (§ 8.2) and Survey Review
465 (§ 8.3),
466 13.4. Inclusion of the Property within any special taxing district, and
467 13.5. Other n/a
468 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the
469 proceeds of this transaction or from any other source.
470 15. CLOSING COSTS, CLOSING FEE, CIC FEES AND TAXES.
471 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required to be
472 paid at Closing, except as otherwise provided herein.
473 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by ❑ Buyer ❑ Seller ® One -Half
474 by Boyer and One -Half by Seller ❑ Other n/a
475 15.3. Status Letter and Transfer Fees. Any fees incident to the issuance of Association's statement of assessments (Status
476 Letter) shall be paid by ❑ Buyer ® Seller ❑ One -Half b Buyer and One -Half by Seller. Any transfer fees assessed by the
477 Association (Association's Transfer Fee) shall be paid by U Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller.
478 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of 0 % of the Purchase Price shall be paid at Closing by
479 ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller.
aso M tte\\kb hallattMa!`ta anal riayla1chINI 3eei■labbrtA3tMAzicrbk‘sl iall141DItrUah162k1M4\
481 \ \\n3a11er\ \f,3,bloWi1ttt \1 1104ra tin`e\$lit0OeitE6
482 16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided:
483 16.1. Taxes. Personal property taxes, if any, and ggeneral real estate taxes for the year of Closing, based on ® Taxes for the
484 Calendar Year Immediately Preceding Closing LJ Most Recent Mill Levy and Most Recent Assessed Valuation, or
485 ❑ Other n/a
486 16 iN'IGe>aldt\AatkAlokleL\dn\ WAG\ ktJe Vy\ kleiida1E \lhlekt\ath\\tt`01b364 Sel}arViah'SAMlitk olk\to\$JVe\`thd
487 3acWr 1U it 13.u\! aids\as>;tghlell lu11\ \atlrkt toift\ aRAAIa \ddlAAtaJddo\LC liti Solaria 16 SMW biibhMR.
488 MastAr\luMb$111e\ c1 212Alsl\ 9etlti ha11L314t1 t619tiy`tlihu\h;33e\Vh 1Itt \M»
489 \a1;3thha 1t1dh\ iske\.\
490 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in advance
491 shall be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance by
492 the Association shall not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer
493 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any
494 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon shall
495 be the obligation of Seller. Any other special assessment assessed prior to Closing Date (§ 3) by the Association shall be the
496 obligation of ❑ Buyer ❑ Seller. Seller represents that the Association Assessments are currently payable at $ none
497 per n one and that there are no unpaid regular or special assessments against the Property except the current
498 regular assessments and
499 none other.
500 Such assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the
501 Association to deliver to Buyer before Closing Date (§ 3) a current Status Letter.
502 16.4. Other Proration. Water and sewer charges, interest on any continuing loan, and
503 none.
504 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final.
505 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date at Possession Time (§ 3), subject
506 to the following leases or tenancies:
507 none.
508 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable
509 to Buyer for payment of $ 500. per day (or any part of a day notwithstanding § 18.1) from the Possession Date and
510 Possession Time (§ 3) until possession is delivered.
511 (GENERAL PROVISIONS
512 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE.
513 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States Mountain Time
514 (Standard or Daylight Savings as applicable).
PREPARED BY: Greg Hunter, Broker
CBS4 -6-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
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•
•515 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, the
516 first day is excluded and the last day is included, e.g three da s after MEC. If any deadline falls on a Saturday, Sunday or federal
517 or Colorado state holiday (Holiday), such deadline 1i51 Shall LI Shall Not be extended to the next day that is not a Saturday,
518 Sunday or Holiday. Should neither box be checked, the deadline shall not be extended.
519 19. CAUSES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND WALK -
520 THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the condition
521 existing as of the date of this Contract, ordinary wear and tear excepted.
522 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss prior
523 to Closing in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before
524 Closing Date (§ 3). In the event such damage is not repaired within said time or if the damages exceed such sum, this Contract
525 may be terminated at the option of Buyer by delivering to Seller written notice to terrninate on or before Closing. Should Buyer
526 elect to carry out this Contract despite such damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that
527 were received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the
528 amount of any deductible provided for in such insurance policy. Such credit not to exceed the Purchase Price. In the event Seller
529 has not received such insurance proceeds prior to Closing, then Seller shall assign such proceeds at Closing, plus credit Buyer the
530 amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase Price.
531 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services),
532 systems and components of the Property, e.g., heating or plumbing, fail or be damaged between the date of this Contract and
533 Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion, service,
534 system, component or fixture of the Property with a unit of similar size, age and quality, or an equivalent credit, but only to the
535 extent that the maintenance or replacement of such Inclusion, service, system, component or fixture is not the responsibility of the
536 Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. Seller and Buyer are
537 aware of the existence of pre-owned home warranty programs that may be purchased and may cover the repair or replacement of
538 such Inclusions.
539 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result
540 in a taking of all or part of the Property or Inclusions, Seller shall promptly notify Buyer, in writing, of such condemnation action.
541 In such event, this Contract may be terminated at the option of Buyer, in Buyer's sole subjective discretion, by Buyer delivering
542 to Seller written notice to terminate on or before Closing. Should Buyer elect to consummate this Contract despite such diminution
543 of value to the Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to
544 Seller for the diminution in the value of the Property or Inclusions but such credit shall not include relocation benefits, expenses
545 or exceed the Purchase Price.
546 19.4. Walk- Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the
547 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
548 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that
549 the respective broker has advised that this document has important legal consequences and has recommended the examination of title
550 and consultation with legal and tax or other counsel before signing this Contract.
551 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest
552 Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation hereunder is not
553 performed or waived as herein provided, there shall be the following remedies:
554 21.1. If Buyer is in Default:
555 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money
556 (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller may recover such damages as may
557 be proper; or Seller may elect to treat this Contract as being in full force and effect and Seller shall have the right to specific
558 performance or damages, or both.
559 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 shall apply unless the box in 4 21.1.1. is checked. All Earnest
560 Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be
561 released from all obligations hereunder. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES,
562 and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24),
563 said payment of Earnest Money shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the
564 obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages.
565 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received
566 hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as
567 being in full force and effect and Buyer shall have the right to specific performance or damages, or both.
568 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration or
569 litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall award to the prevailing party all
570 reasonable costs and expenses, including attorney fees, legal fees and expenses.
571 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first
572 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person who
PREPARED BY: Greg Hunter, Broker
CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
ReaIFA$T® Software, 02011, Version 8.18. Software Registered to: Craig Mortis, Fortis & Fyrwald Real Estate Sotheby's International Realty
Buyer(s) 03124/11 11:03:28 Page 11 e114
Seller(s)
•573 helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the dispute must
574 agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the
575 cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved within
576 thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's last known address. This
577 section shall not alter any date in this Contract, unless otherwise agreed.
578 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest Money
579 as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest
580 Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action. Earnest
581 Money Holder, at its option and sole subjective discretion, may (1) await any proceeding, (2) interplead all parties and deposit Eamest
582 Money into a court of competent jurisdiction and shall recover court costs and reasonable attomey and legal fees, or (3) provide notice
583 to Buyer and Seller that unless Eamest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and
584 Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the
585 parties, Eamest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does
586 receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest Money Holder shall disburse the
587 Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of Mediation (§ 23). The provisions of this
588 § 24 apply only if the Earnest Money Holder is one of the Brokerage Firms named in § 32 or § 33.
589 25. TERMINATION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the
590 parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24.
591 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute the
592 entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or
593 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall be
594 valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this Contract that,
595 by its terms, is intended to be performed after termination or Closing shall survive the same.
596 27. NOTICE, DELIVERY AND CHOICE OF LAW.
597 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a signed
598 document or notice, delivered to Buyer shall be effective when physically received by Buyer, any signature on behalf of Buyer
599 any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working with Buyer (except for
600 delivery, after Closing, of the notice requesting mediation described in § 23) and except as provided in § 27.2 below. Any
601 document, including a signed document or notice, delivered to Seller shall be effective when physically received by Seller, any
602 signator on behalf of Seller, any named individual of Seller, any representative of Seller, or Brokerage Firm of Broker working
603 with Seller (except for delivery, after Closing, of the notice requesting mediation described in § 23) and except as provided in
604 § 27.2.
605 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or written
606 notice may be delivered in electronic form only by the following indicated methods: ® Facsimile IN E -mail ❑ Internet
607 ❑ No Electronic Delivery. Documents with original signatures shall be provided upon request of any party.
608 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance with
609 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property
610 located in Colorado.
611 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller,
612 as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or before
613 Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document shall become a contract between
614 Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed a copy
615 thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.
616 (ADDITIONAL PROVISIONS AND ATTACHMENTS
617 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate
618 Commission.)
619 1) This offer's acceptance shall be conditional upon the City Council of
P y Aspen approving the same,
evidenced by a resolution duly adopted no later than April 11, 2011. In the event that the City
Council of the City of Aspen does not pass such a resolution approving this offer, then this offer
shall be null and void and Buyer's earnest money shall be returned forthwith.
2) For the purposes of this agreement, "days from Resolution" shall mean the date that this contract
is approved as is evidenced by a resolution.
3) Buyer acknowledges that this parcel is vacant land located within the confines of the Aspen
Business Center and that the Buyer is already in possession of and has reviewed the Protective
Covenants and all other CIC documents applicable for the Aspen Business Center.
PREPARED BY: Grp Hunter, Broker
CBS4 -6 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
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Seller(s)
•
4) On or before March 28, 2011 Buyer shall provide Seller with a latter of pre - approval from Buyer's
lender for a New Loan amount of $300,000. This letter shall also acknowledge that the lender has a
loan program offering 5.06 interest amortized over a period of 10 years, and that Buyer's credit and
income are acceptable for that loan program. Said pre - approval letter shall not be considered final
loan approval, but shall simply confirm the existence of the loan program and the Buyer's abilities as
outlined above.
5) It is hereby acknowledged that the Buyer is represented by Robert J. Snyder Realty Services, Inc.
working and compensated as the Selling Broker, and as a Transaction Broker for the Buyer.
620 30. ATTACHMENTS. The following are a part of this Contract:
621 none.
622 ❑ Residential Addendum
623
624 Note: The following disclosure forms are attached but are not a part of this Contract:
625 none.
626 'SIGNATURES
Hy- Mountain Transportation Inc and/or Assigns
111C AABC, Aspen, CO 81611
Bus. N: 925 -8294 Fax N: 925 -940
BUYER
DATE 3 - 24— Y Y
By: Todd Gardner
627 Electronic Address: todd$hmtaxi.coin
628
629 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 31]
630
City of Aspen
SELLER
DATE
By: Steve Barwick, City Manager
•
631 Electronic Address: n/a
632
633 31. COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected.
634 Initials only of party (Buyer or Seller) who countered or rejected offer
635
636 I END OF CONTRACT TO BUY AND SELL REAL ESTATE I
637
638 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
639 (To be completed by Broker working with Buyer)
640
641 Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit specified in § 4.1 and, while not a party to the Contract,
642 agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money
643 Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate
644 or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual
645 instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the executed written
PREPARED BY: Greg Hunter, Broker
CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
ReaIFAST® Software, 02011, Version 8.16. Software Registered to: Craig Moms, Monis & Fyrwald Real Estate Sotheby's International Really
03/24/11 11:03:28 Page 13 of 14
4
•646 mutual instructions, provided the Eamest Money check has cleared. Broker agrees that if Earnest Money Holder is other than the
647 Brokerage Firm identified in § 32 or § 33, Closing Instructions signed by Buyer, Seller, and Earnest Money Holder must be obtained
648 on or before delivery of Earnest Money to Earnest Money Holder.
649
650 Broker is working with Buyer as a ❑ Buyer's Agent ❑ Seller's Agent ® Transaction -Broker in this transaction.
651 ❑ This is a Change of Status.
652
653 Brokerage Firm's compensation or commission is to be paid by ® Listing Brokerage Firm ❑ Buyer
654 ❑ Other n/a
655 Brokerage Firm's Name:
\$ world Real Estate /J //
Sotheby's International Realty /240 �'�'� _ �" /�f/t. -1
415 East Hyman Avenue 30. G It c !1 �( s7�v/�G'ef
P 970-925-6060, C
6060, Fax: 970- 925 -3138 v_ ran _�C
97o -f f/.O
BY:
gyp- sxs= /o`l
Signature Grog Hunter // 3 /4 / /ll
ze
656 Electronic Address: GregPGreauunterProoarties.com JrJ
Arei
657
658 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
659
660 (To be completed by Broker working with Seller)
661 Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit specified in § 4.1 and, while not a party to the Contract,
662 agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Eamest Money
663 Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate
664 or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual
665 instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the executed written
666 mutual instructions, provided the Earnest Money check has cleared. Broker agrees that if Earnest Money Holder is other than the
667 Brokerage Finn identified in § 32 or § 33, Closing Instructions signed by Buyer, Seller, and Earnest Money Holder must be obtained
668 on or before delivery of Earnest Money to Earnest Money Holder.
669
670 Broker is working with Seller as a ® Seller's Agent ❑ Buyer's Agent ❑ Transaction -Broker in this transaction. ❑ This is a
671 Change of Status.
672
673 Brokerage Firm's compensation or commission is to be paid by ® Seller ❑ Buyer ❑ Other n/a
674
675 Date: March 24, 2011
676 Brokerage Firm's Name: Morris c Fvrwald Sotheby's International Realty
677 Broker's Name: Gavg Hunter
678
679 Broker's Signature Date
680 Address: 425 E. Hyman, Aspen, CO 81611
681 n/a
682 Phone No.: 970- 925 -6060
683 Fax No.: 970 -920 -9993
684 Electronic Address: Gregg GrecHunterPropertiea.com
PREPARED BY: Greg Hunter, Broker
C8S4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND). Colorado Real Estate Commission
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Seller(s)
Robert J. Snyder Realty Services, Inc.
303E Aspen Business Center
Aspen, Colorado
81611
970 - 925 - 7320/970- 925 -2104 (fax)
risrsinc comcast.net
March 24, 2011
Greg Hunter
Morris and Fyrwald
VIA FACSIMILE
Dear Greg;
Please let this letter serve as an acknowledgement and agreement between Greg
Hunter/Morris and Fyrwald as listing broker and Rob Snyder/Robert J. Snyder
Realty Services Inc. as selling broker, that while Robert J. Snyder Realty Services
Inc. is not a member of the Aspen Board of Realtors MLS, Morris and Fyrwald will
pay the same co -op commission represented to the selling broker in the Aspen
Board of Realtors MLS listing.
Sinc el / :• -
ob , er
Accepted and agreed;
Greg Hunter
Morris and Fyrwald