HomeMy WebLinkAboutresolution.council.058-14 RESOLUTION NO. 58
Series of 2014
A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT TO
BUY AND SELL REAL ESTATE BETWEEN THE CITY OF ASPEN AND JOHN DOLINSEK
AND THE ESTATE OF FRANK DOLINSEK, JR. FOR THE PURCHASE BY THE CITY OF
ASPEN OF PROPERTY LOCATED IN THE CITY OF ASPEN AND KNOWN AS 619 S.
MONARCH STREET, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID
DOCUMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Contract to Buy and Sell Real
Estate between the City of Aspen and John Dolinsek And The Estate Of Frank Dolinsek, Jr. for the
purchase by the City Of Aspen of property located in the City of Aspen and known as 619 S.
Monarch Street, all as more specifically described in the Contract appended hereto as an exhibit;
and
WHEREAS, the City of Aspen Open Space and Trails Board recommends the acquisition
of this parcel; and
WHEREAS, after due deliberation and consideration the City Council has determined that
it is in the best interest of the City of Aspen to approve said Contract.
NOW, WHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that certain Contract to Buy and
Sell Property, appended hereto; authorizes the City Manager to execute and deliver said Contract in
order to complete the contemplated transaction; and, hereby authorizes the expenditure of two
million five hundred thousand dollars ($2,500,000.00), through a new bond issuance, pursuant to
the taxpayer approval in 2000 of a 0.5% sales tax dedicated to Parks and Open Space, for the
acquisition of the subject property.
Dated: , 20 n
Steven Ska on, 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 2014.
Kathryn S. Koch City Clerk
1
2 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.
3 (CBS1-9-12) (Mandatory 1-13)
4
5 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER
6 COUNSEL BEFORE SIGNING.
7 CONTRACT TO BUY AND SELL REAL ESTATE
8 (RESIDENTIAL)
9
10 Date: April 2014
11
12 AGREEMENT
13 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property
14 described below on the terms and conditions set forth in this contract(Contract).
15 2. PARTIES AND PROPERTY.
16 2.1. Buyer. Buyer, City of Aspen, will take title to the Property described below as ❑Joint Tenants ❑Tenants
17 In Common N Other Owner.
18 2.2. Assignability and Inurement. This Contract ❑Shall ®Shall Not be assignable by Buyer without Seller's
19 prior written consent. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the
20 heirs,personal representatives, successors and assigns of the parties.
21 2.3. Seller. Sellers, John Dolinsek and the Estate of Frank Dolinsek, Jr. are the current owners of the Property
22 described below.
23 2.4. Property. The Property is the following legally described real estate in the County of Pitkin,Colorado:
24 See Exhibit A, attached hereto
25 known as No.
619 S. Monarch Street Aspen CO 81611
Street Address City State Zip
26 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto,
27 and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded(Property).
28 2.5. Inclusions. The Purchase Price includes the following items(Inclusions):
29
30 2.5.1. Fixtures. If attached to the Property on the date of this Contract, the following items are included unless
31 excluded under Exclusions (§ 2.6): lighting, heating, plumbing, ventilating, and air conditioning fixtures,
32 TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants,
33 mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls,
34 built-in vacuum systems(including accessories),garage door openers including no remote controls.
35 Other Fixtures:
36 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are
37 included in the Purchase Price.
38 2.5.2. Personal Property. If on the Property, whether attached or not, on the date of this Contract, the
39 following items are included unless excluded under Exclusions (§ 2.6): storm windows, storm doors,
40 window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods,
41 fireplace inserts, fireplace screens, fireplace grates,heating stoves,storage sheds,and all keys. If checked,
42 the following are included: ❑Water Softeners NSmoke/Fire Detectors ®Carbon Monoxide
43 Alarms ❑Security Systems ❑Satellite Systems(including satellite dishes).
44 Other Personal Property:
45 The Personal Property to be conveyed at Closing will be conveyed by Seller free and clear of all taxes,
46 (except personal property taxes for the year of Closing), liens and encumbrances, except n/a. Conveyance
47 shall be by bill of sale or other applicable legal instrument.
48 2.5.3. Parking and Storage Facilities. ❑Use Only ®Ownership of the following parking facilities: and
49 ❑Use Only ❑Ownership of the following storage facilities:
50 2.5.4. Water Rights,Water and Sewer Taps.
51 2.5.4.1. Deeded Water Rights. The following legally described water rights: n/a
52 Any water rights shall be conveyed by ❑Deed ❑ Other applicable legal instrument.
53 ❑ 2.5.4.2. Well Rights. If any water well is to be transferred to Buyer, Seller agrees to supply required
54 information about such well to Buyer. Buyer understands that if the well to be transferred is a
55 Small Capacity Well or a Domestic Exempt Water Well used for ordinary household purposes,
56 Buyer shall, prior to or at Closing, complete a Change in Ownership form for the well. If an
57 existing well has not been registered with the Colorado Division of Water Resources in the
58 Department of Natural Resources(Division), Buyer shall complete a registration of existing well
59 form for the well and pay the cost of registration. If no person will be providing a closing service
60 in connection with the transaction, Buyer shall file the form with the Division within sixty days
61 after Closing. The Well Permit#is n/a
62 2.5.4.3. ❑Water Stock Certificates: n/a
63 2.5.4.4. ®Water Tap ®Sewer Tap
64 2.5.4.5. Other Rights:
65 2.6. Exclusions. The following items are excluded (Exclusions): Furniture, furnishings, artwork, personal
66 items
3. DATES AND DEADLINES.
Item No. Reference Event Date or Deadline
1 §4.3.1 Alternative Earnest Money Deadline n/a
Title and Association
2 §7.1 Record Title Deadline May 15,2014
3 §7.5 Exceptions Request Deadline May 20, 2014
4 § 8.1 Record Title Objection Deadline June 16, 2014
5 § 8.2 Off-Record Title Deadline May 15, 2014
6 § 8.2 Off-Record Title Objection Deadline June 16, 2014
7 § 8.3 Title Resolution Deadline ` June 19,2014
8 § 7.6 Association Documents Deadline n/a
9 §7.6 Association Documents Objection Deadline n/a
10 § 8.5 Right of First Refusal Deadline n/a
Seller's Property Disclosure
11 § 10.1 Seller's Property Disclosure Deadline n/a
Loan and Credit
12 §5.1 Loan Application Deadline n/a
13 §5.2 Loan Objection Deadline n/a
14 §5.3 Buyer's Credit Information Deadline n/a
15 §5.3 Disapproval of Buyer's Credit Information Deadline n/a
16 §5.4 Existing Loan Documents Deadline n
/a
17 § 5.4 Existing Loan Documents Objection Deadline n/a
18 § 5.4 Loan Transfer Approval Deadline n/a
Appraisal
19 §6.2 Appraisal Deadline n/a
20 §6.2 Appraisal Objection Deadline n/a
Survey
21 § 9.1 Current Survey Deadline _ May 15 2014 _
22 §9.2 Current Survey Objection Deadline June 16, 2014
Inspection and Due Diligence
23 § 10.2 Inspection Objection Deadline June 16, 2014
24 § 10.3 Inspection Resolution Deadline June 19, 2014
25 § 10.5 Property Insurance Objection Deadline n/a
26 § 10.6 Due Diligence Documents Delivery Deadline May 15, 2014
27 § 10.7.1 Due Diligence Documents Objection Deadline June 16, 2014
Item No. Reference Event " Date or Deadline
28 §10.8 Conditional Sale Deadline n/a
Closing and Possession
29 § 12.3 Closing Date October 1, 2014
30 § 17 Possession Date At closing
31 § 17 Possession Time At Closing
32 §28 Acceptance Deadline Date May 2, 2014
33 §28 Acceptance Deadline Time 5:00 pm
69 Note: Applicability of Terms. Any box, blank or line in this Contract left blank or completed with the abbreviation"N/A",
70 or the word "Deleted" means such provision in Dates and Deadlines (§ 3), including any deadline, is not applicable and the
7' corresponding provision of this Contract to which reference is made is deleted.
34 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract.
75 Note: If FHA or VA loan boxes are checked in § 4.5.3 (Loan Limitations), the Appraisal Deadline (§ 3) does Not apply to
39 FHA insured or VA guaranteed loans.
78 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:
Item No, Reference . Item Amount Amount
, _ _ .. ._... ._... ._.
1 §4.1 Purchase Price $2,500,000.00 =
2 §4.2 Earnest Money $50,000.00
3 §4.5 New Loan
4 §4.6 Assumption Balance $
w.. .. _ __.........
5 §4.7 Seller or Private Financing
6
8 §4.3 Cash at Closing $2,450,000.00
9 TOTAL $2,500,000.00 $2,500,000.00
81
82 4.2. Seller Concession. Seller,at Closing, shall credit,as directed by Buyer,an amount of$n/a to assist with any or all
83 of the following: Buyer's closing costs, loan discount points, loan origination fees, prepaid items (including any
84 amounts that Seller agrees to pay because Buyer is not allowed to pay due to FHA, CHFA, VA, etc.), and any
85 other fee, cost, charge, expense or expenditure related to Buyer's New Loan or other allowable Seller concession
86 (collectively, Seller Concession). Seller Concession is in addition to any sum Seller has agreed to pay or credit
87 Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate of what
88 is allowed by Buyer's lender as set forth in the Closing Statement, Closing Disclosure or HUD-1,at Closing.
89 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of a personal or cashier's check, in the
90 amount of$25,000 shall be payable to and held by Pitkin County Title Company (Earnest Money Holder), in its
91 trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered, by Buyer, with
92 this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline(§ 3) for its payment.
93 The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing
94 Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest
95 Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado
96 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with
97 the Earnest Money Holder in this transaction shall be transferred to such fund.
98 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at
99 the time of tender of this Contract is as set forth as the Alternative Earnest Money Deadline(§ 3).
100 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer shall be
101 entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set
102 forth in § 25 and, except as provided in § 24, if the Earnest Money has not already been returned
103 following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker
104 working with Buyer, written mutual instructions, i.e. Earnest Money Release form, within three days of
105 Seller's receipt of such form.
106 4.4. Form of Funds; Time of Payment; Funds Available.
107 4.4.1 Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at
108 Closing and closing costs, shall be in funds that comply with all applicable Colorado laws, including
109 electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good
110 Funds).
111 4.4.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the
112 parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY
113 SHALL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, ® Does ❑
114 Does Not have funds that are immediately verifiable and available in an amount not less than the amount
115 stated as Cash at Closing in §4.1.
116 4.5. New Loan
117 4.5.1. BuyeF to Pay Loan Costs. Buyer, except as provided in § 4.4, if applicable, shall timely pay Buyer's
118 .
119 4.5.2. Buyer Allay Select Financing. B I I . � .n cash or-select finaneing appropriate and acceptable to
120 o including b e except as restricted in § 4.5.3 or § 30 (Additional
121 T
122 4.5.33. Loan Limitations-R ,.o« ti.. -pur ha c e the Dra Y ei:Py using any of the following types v of 1 nom-r - _ _
_ _
123 EConventional Q[]FHA =[]NIA a[]Bend EOther Rtes Development, Private Lenrr^S
124 In-House I eRdinn
125 ,
126 conditions and costs of Buyer's New Loan caFefully. if Buyer is applying for-a residential loan,the lender
12p7 good f�ith estimate of closing eosts within three days afte
120 Buyer- completes a loan application. Buyer should also obtain an estimate of the amount of Buyer's
129 fnenthly mortgage .ment if the New Loan is unsatisfaetef�y to Buyer, Buyer h the Right-4o
130 Terminate undo.§ 25.' on or before Loan Objection Deadline rs 4
131 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption
132 —
133 of_° b —
following as indieated: DReal Estate Taxes
134 ElPr-operty insurance Premium []Mortgage insurance Pr-efnium and E] n1a. Buyer- agrees te pay a
135 ° pe
136 , if
137 aetual principal balance of the existing loan at Closing is less than the Assumption Balance, which causes the
138 amount of eash required 4ofn Buyer at Closing to be increased by mer-e than$_,then Buyer-has the Right to
139 Terminate under §25.1, on or befere Closing Date(§ 3) based on the reduced amount of aetual pr-ineipal balance.
140 Seller- DShall []Shall Not be released from lipl�ility on said loan. if applieable, complianee with the
141 fequirements for release from liability shall i-�-; "--nc:-4'b-y delivei�y Don or before Loan TFansfer-Appr-eval
142 Deadline (§3) Elat Closing of an appropriate letter of conifflitmen!from lender. Any cost payable foF release 0
liability shall pa;
143 cavort arxan�e in an amount not to e#E @cd-$-
144 b
145 []Tenants in Common DOther: _, on the note f0m as �dicat�d: E](Default Rate)NTD81 10 06
146 ❑Other secured by a 0"T-2"d etc.) deed of t ust encumbering the Pr-epet4 Using the form as
147
148 Assumable Not Due on Transfer- (TD74 8 10) []Other- . Th ' , 3te will be amortized on
149 ,
150 rate of ° per- annum. Payments will commence and- v.411 be due en the _ day of eaeh
151 succeeding —. If not sooner paid, the balance of prineipal and aecmed interest will be due and payable
152 after-Closing. 12-51.1ents ElShall DShall Not be increased by_of estimated annual real estae
153 taxes, nd ElShall E18hall Not be increased by of estimated annual p se prerniurn. T---
154 loan shall also eent-ain the following terms: (1) if an),payment is o e ei LQd within days after-its due date,
155 a late charge %of such payment shall be due; (2)inteFest on lender disbufsem eed of trust
156 Srhall. be ° ° ; (4) Buyer may prepay without
157 a penalty exeept ; and (5) Buyer- ElShall DShall Not execute and deliver-, at Closing, a Securiol,
158 Ag.,feement and UGG 1 Financing Staternent g -,2 , etc.) lien
159 on the personal. »Ρov,inclu ed in this sale.
160 6�
162 Transaction Provisions
163 5. FINANCING CONDITIONS AND OBLIGATIONS.
164 5.i. Leon Application. if Buyer is to pay all or pai4 of!he Purchase Price by obtaining one or more new loans Riew
165 Loan), or- if an existing loan is not to be released at Closing, Buyer, if required by such lender-, shall make an
166 application veFifiable by such lender, on or befef!e Loan Application Deadline (§ 3) and exercise reasonabl-e
167 eff its to obtain such loan „ approval.
168 5.2. Loan Objection. if Buyer is to pay all or pait of the Purchase Wice with a 14ew Loan,this Contract is eenditional
169 upon Buyer- determining, Buyer's sole subjective discretion, whether the New Loan is satisfaeteD, to Buyer,
170 including its availability, payments, interest rate, tern4s, conditions, and cost ofsueh Nev.,Loan. This o0ndition is
171 for- the sole benefit of Buyen Buyer- has the Right to Tef:minate under- § 25.1, on or before Loan Objeetion
172 Deadline (§ 3), if the New Loan is not satisfactoD,to Buyer, in BuyeF's sole subjerstive discretion. IF SELLER
173 BUYER'S
174 •g.,Appraisal,Title-,��
175 Buyer's
176 5.4. Existing Loan Review-.f0mitted as inapplitabl--T
177 6. APPRAISAL PROVISIONS.
178 6.1. Lender Propert, s. ifthe lender-*
179 ., roof repair-,repainting), beyond those matters air-eady agreed to by Seller-in this Cofltract, Selle
180 has the Right to Tem4inate under § 25.1, (notwithstanding § 10 of this Contract), on or-before three days following
181 Seller's receipt of the Requirements, based on any unsatisfactoi=y Requirements, in SelleF's sole subjeetive
182 diser-etion. Seller's Right to TeFminate in this § 6.1 shall not apply if-, on oF before any termination by Seller
183 pursuant to this § 6.1: (1) the patties enter into a WFitten b regarding the Requirements;
184 Requirements have been Gempleted; or(3)the satisfaction of the RequiFements is waived in wr-iting by Buyen
185 6.2. Appraisal Condition. The applieable Appraisal provision set fef4h below shall apply to the Fesperative loan tYpe
186 set forth in R 4.5.E or if a cash transaction, .e. no financing, § 6.2.1 will
187 . . . GRAvontional/Other. Buyer- shall have the sole option and eleGtion to terminate this Contract if the
188 engaged
189 Purchase Price. The appraisal shall be Feceived by BuyeF or Buyer's leader on of before Appraisal
190 'b
191
Dendli e 3), if the Pf:opefty's valuation is less than the Purchase Price and Seller's reeeipt of either- a-
192 valuation is loss than th-e
193 Purchase Prise. This§6.2.1 is fer the sole benefit of the B t5
cr.
194 6.2.2. FHA. it is expressly agFeed that, notwithstanding any other pr-ovisions of this Gontfaet, the Purchaser
195 obligated
196 penalt�,by forfeiture of Earnest MoneY deposits or otherwise unless the Pur-ohaser(BuyeF)has bee;;--i
197 --- danee with HUD,11214A or VA requirements a written statement issued by the Federal Housing
198 Commissioner, Department of Veterans Affairs, or- a Dire6t Endorsement lendeF, setting feFth the
199 d value of the Propef:ty of not less than S111a. The Purchaser-(Buyer)shall have the pr-ivilege and
200 b with the consu-m-mation A—this Contract without regard to the amount of the
201
202 ient of Housing
203 condition of the Propef:l�,. The Purchaser- (Buyer) should satist�, himsel"er-self that the price and
204 condition ofthe o..,peFty e aeeeptab4-e-.
205 b , the pumhaser
206 (Buyer) shall not ineur- any penalty by for-feitttfe of Earnest Money of other-wise or- be obligated to
207 , ifthe Contract Purehase Price or cost exceeds the
208 reasonable value of the Propefty established by the DepaFtment of Veterans Affairs. The pur-chase
209 privilege
210 Contract without regard to the amount ofthe reasonable value established by the Department ofVetem-ris
211 Affair-s.
212 6.3. Cost of Appraisal. Cost of an),appraisal to be obtained after the date of this CentFact will be time!y paid by
213 Buyer ElSeller. The oost of the appfaisal may include any or all fees paid to the appraiser, appFaisal
214 management company,lendeF's agent all three
215 7. EVIDENCE OF TITLE AND ASSOCIATION DOCUMENTS.
216 7.1. ® Seller Selects Title Insurance Company. If this box is checked, Seller shall select the title insurance
217 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline(§
218 3), Seller shall furnish to Buyer, a current commitment for owner's title insurance policy (Title Commitment), in
219 an amount equal to the Purchase Price, or if this box is checked, Dan Abstract of title certified to a current date.
220 Seller shall cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after
221 Closine,.
222 7.2. ❑Buyer Selects Title Insurance Company. If this box is checked, Buyer shall select the title insurance
223 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline(§
224 3), Buyer shall furnish to Seller, a current commitment for owner's title insurance policy (Title Commitment), in
225 an amount equal to the Purchase Price.
226 If neither box in § 7.1 or§ 7.2 is checked, § 7.1 applies.
227 7.3. Owner's Extended Coverage (OEC). The Title Commitment ® Shall ❑ Shall Not commit to delete or
228 insure over the standard exceptions which relate to: (1)parties in possession, (2)unrecorded easements, (3)survey
229 matters, (4) unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded),
230 and(6)unpaid taxes,assessments and unredeemed tax sales prior to the year of Closing. (OEC).
231 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions.
232 7.3.1. Premium for OEC. If the title insurance company agrees to provide an endorsement for OEC, any
233 additional premium expense to obtain an endorsement for OEC shall be paid by ❑ Buyer ® Seller
234 ❑One-Half by Buyer and One-Half by Seller ❑Other
235 7.4. Buyer's Right to Review the Title Commitment and Title Documents. Buyer has the right to review the Title
236 Commitment, its provisions and Title Documents (defined in § 7.5), and if not satisfactory to Buyer, Buyer may
237 exercise Buyer's rights pursuant to § 8.1.
238 7.5. Copies of Exceptions. Unless the box in § 7.2 is checked(Buyer Selects Title Insurance Company) on or before
239 Record Title Deadline (§ 3), Seller, at Seller's expense, shall furnish to Buyer and n/a, the following: (1) copies
240 of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title
241 Commitment is required to be furnished, and if this box is checked ® Copies of any Other Documents (or, if
242 illegible, summaries of such documents) listed in the schedule of exceptions(Exceptions). Even if the box is not
243 checked, Seller has the obligation to furnish these documents pursuant to this section if requested by Buyer any
244 time on or before Exceptions Request Deadline(§ 3). This requirement shall pertain only to documents as shown
245 of record in the office of the clerk and recorder in the county where the Property is located. The Abstract or Title
246 Commitment, together with any copies or summaries of such documents furnished pursuant to this section,
247 constitute the title documents(collectively, Title Documents).
248 7.5.1. Existing Abstracts of Title. Seller shall deliver to Buyer copies of any abstracts of title covering all or
249 any portion of the Property(Abstract)in Seller's possession on or before Record Title Deadline(§3).
250 7.6. ' Assoeiation Documents. l4omeowner-s' Association Doculments (Association Documents) consist
251 of the f llowi ^.
252 . . Afl Homeowners' Association declarations, bylaws, oper-ating agreements, rules and fegulations, paFt),
253 wall agf!eernents;
254 ;
255 7.6.3. Mintites of any directors' or managefs I meetings during the six nionth period immediately preeeding the
256 date of this Contract. if none of the preceding minutes exist, then the most recent minutes, if any;
257 7.6.1,7.6.2 and 7.6.3, ollectiyel , r_,,.,o,. ing D„^. . . )
258 7.6.4. The most r-ecent gnaneial documents which consist of--. consisting 4. (1) annual and most recent balance
259 sheet, (2) annual and most recent income and expenditures statement, (3) annual budget, and (4)
260 study, if any(collectively,Financial Documents).
261 7.6.5. Common 7nteFeSt C,,..,..,.,RA)' Disclosure. THE PROPERTY IS LOCATED WITHIN A
cc coc cvmmazuc�—rslx000�c III v
262 COMMON INTEREST COMMUNITY AND 1S SUBJECT TO THE DECLARATION FOR
COMMON DTI\ II\I LilCnp I 4 I2II CTI I1 I AND L
263 SiT -14 COMMUNITY THE OWNER OF THE PROPERTY WILL RE REQUIRED TO BE A
264 MEMBER OF THE OWNER'S ASSOCIATION-FOR THE COMMUNITY AND WILL BE
265 SUB 1ECT TO THE BYLAWS WS AND RULES AND REGULATIONS A TIONS OE THE ASSOCIATION
266 THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL 1HPOSE
267 FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, lNGLIDING AN
268 OBLIGATION TO PAY ASSESSMENTS-CIE—THE ASSOCIATION 1E THE OWNER DOES
1 v-I PAY ASSOCIATION.
NOT PAY THESE ASSESSMENTS, T HE ASSOCIATION CO D PLACE • LIEN ON THE
270 PROPnRT V AND POSSIBLY Dann TT TO PAY THE DEBT THE DECLARATION,BYi
271 AND RULES AND REGULATIONS OF THE COMMUNITY UNITV MAY PROHIBIT THE OWNER
272 FROM MAKING rIu A NG a TO THE PROPERTY WITHOUT AN ARCHITECTURAL
273 C �1 1�ASSOCIATION)
274 APPROVAL OF THE ASSOCIATION. PURCHASERS OI; PROPERTY ♦IjIT14IN THE
-vI THE PURCHASERS THE
275 COMMON INTnRnST COMM UNIT V S14O ULD-1NNIESTIGATE THE FINANCIAL
276 OBLIGATIONS OF MEMBERS OE THE ASSOCIATION PURCHASERS SHOULD
v'r Z12nI12DnICr'l yr THE ASSOCIATION.
277 -AREFU I V READ THE DECLARATION FOR THE COMMUNITY AND THE PYI AM'S
278 AND RULES AND REGULATIONS OF THE ASSOCIATION.
279 7.6.6. Assoeiation Documents to Buyer.
280 7.6.6.1. [9 Seller to Prov*de Association Doeuments. Seller shall cause the AsseGiation Documents to
281 be pr-avided to Buyer,at Seller's e*pease,on or before Association Doeuments Deadline
282 7.6.6.2. DSeller Authorizes Association. SelleF authorizes the Assoeiation to provide the Assorciation
283 Documents to Buyer,at Sono
284 Seller's
285 regardless
286 des.
287 Note• If neither h:x in this § 7. 6. 6 is cheeked the previsions of[ 7 G 6.1 shall apply.
288 right
289 ,
290 based on an), unsatisfaetof�,provision in an), of the Association Pecuments, in Buyer-'s sole subjective
291 diseretion. Should Buyer receive the Association Doeuments after-Assoeiation Doetiments Deadline (§
292 3) Buyer-, at Bu r'� ti has the Right to Terminate .tor § 25 1 1 Buyer' Nat to Ter...in to
�, �..,, .�...j'e option, c�.g.�a cv xc°xix�iin;[xc'zniacx�-cv-r-vT-i�crTm
293 received by Seller on or before ten days after Buyer-'s receipt of the Association Documents. if Buyer
294 does not r-eceive the Association Documents, OF if Buyer's Notice to Terminate would other i I
295 required to be reeeived by Seller-after Closing Date (§ 3), Buyer's Notice to TeFminate shall be mceived
296 by Seller on or before Closing (§ 12.3). if Seller does not receive Buyer's Notice to Terminate within
297 suGh time, Buyer accepts the pr-ovisions of the Association Documents as satisfaetoi�,, and B
298 any Right .
299 8. RECORD TITLE AND OFF-RECORD TITLE.
300 8.1. Record Title. Buyer has the right to review and object to any of the Title Documents (Right to Object,
301 Resolution) as set forth in § 83. Buyer's objection may be based on any unsatisfactory form or content of Title
302 Commitment, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective
303 discretion. If Buyer objects to any of the Title Documents, Buyer shall cause Seller to receive Buyer's Notice to
304 Terminate or Notice of Title Objection on or before Record Title Objection Deadline (§ 3). If Title Documents
305 are not received by Buyer, on or before the Record Title Deadline(§ 3), or if there is an endorsement to the Title
306 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title
307 Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate or
308 Notice of Title Objection on or before ten days after receipt by Buyer of the following documents:(1)any required
309 Title Document not timely received by Buyer, (2) any change to the Title Documents, or (3) endorsement to the
310 Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this §
311 8.1 (Record Title), any title objection by Buyer and this Contract shall be governed by the provisions set forth in §
312 8.3(Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title
313 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Title
314 Documents as satisfactory.
315 8.2. Off-Record Title. Seller will deliver to Buyer, on or before Off-Record Title Deadline(§ 3), true copies of all
316 existing surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens
317 (including, without limitation, governmental improvements approved, but not yet installed) or other title matters
318 (including, without limitation, rights of first refusal and options)not shown by public records, of which Seller has
319 actual knowledge (Off-Record Matters). Buyer has the right to inspect the Property to investigate if any third
320 party has any right in the Property not shown by public records (such as an unrecorded easement, unrecorded
321 lease,boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any
322 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 13), in
323 Buyer's sole subjective discretion, shall be received by Seller on or before Off-Record Title Objection Deadline
324 (§ 3). If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.2 (Off-
325 Record Title Matters), any title objection by Buyer and this Contract shall be governed by the provisions set forth
326 in § 8.3 (Right to Object, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title
327 Objection, on or before Off-Record Title Objection Deadline (§ 3), Buyer accepts title subject to such rights, if
328 any, of third parties of which Buyer has actual knowledge. Unless disclosed in writing, Seller represents and
329 warrants that there are no Off-Record Matters.
330 8.3. Right to Object to Title, Resolution. Buyer's right to object to any title matters shall include, but not be limited
331 to those matters set forth in §§ 8.1 (Record Title Matters), 8.2 (Off-Record Title Matters), and 13 (Transfer of
332 Title), in Buyer's sole subjective discretion (collectively, Notice of Title Objection). If Buyer objects to any title
333 matter, on or before the applicable deadline, Buyer shall have the option to either (1) object to the condition of
334 title,or(2)terminate this Contract.
335 8.3.1. Title Resolution. If Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 (Record Title)
336 or § 8.2 (Off-Record Title),on or before the applicable deadline, and if Buyer and Seller have not agreed
337 to a written settlement thereof on or before Title Resolution Deadline(§ 3),this Contract shall terminate
338 on the expiration of Title Resolution Deadline (§ 3), unless Seller receives Buyer's written withdrawal
339 of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and
340 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline (§
341 3).
342 8.3.2. Right to Terminate—Title Objection. Buyer has the Right to Terminate under § 25.1, on or before the
343 applicable deadline,based on any unsatisfactory title matter, in Buyer's sole subjective discretion.
344 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL
345 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX
346 LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN
347 SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO
348 SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN
349 THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH
350 AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING
351 DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
352 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND
353 BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS,
354 THE COUNTY CLERK AND RECORDER,OR THE COUNTY ASSESSOR.
355 Buyer has the Right to Terminate under § 25.1, on or before Off-Record Title Objection Deadline (§ 3), based
356 on any unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole
357 subjective discretion.
358 8.5. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to
359 approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of such
360 right. If the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves
361 this Contract, this Contract shall terminate. If the right of first refusal is waived explicitly or expires, or the
362 Contract is approved, this Contract shall remain in full force and effect. Seller shall promptly notify Buyer in
363 writing of the foregoing. If expiration or waiver of the right of first refusal or Contract approval has not occurred
364 on or before Right of First Refusal Deadline(§ 3),this Contract shall then terminate.
365 8.6. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
366 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use
367 of the Property, including, without limitation, boundary lines and encroachments, area, zoning, unrecorded
368 easements and claims of easements, leases and other unrecorded agreements, and various laws and governmental
369 regulations concerning land use, development and environmental matters. The surface estate may be owned
370 separately from the underlying mineral estate, and transfer of the surface estate does not necessarily
371 include transfer of the mineral rights or water rights. Third parties may hold interests in oil, gas, other
372 minerals, geothermal energy or water on or under the Property, which interests may give them rights to
373 enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy.
374 Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict time limits
375 provided in this Contract [e.g., Record Title Objection Deadline (§ 3) and Off-Record Title Objection
376 Deadline(§3)].
377 9. CURRENT SURVEY REVIEW.
378 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title
379 Commitment or the provider of the opinion of title if an Abstract, and n/a shall receive a Current Survey, i.e.,
380 Improvement Location Certificate, Improvement Survey Plat or other form of survey set forth in § 9.1.2
381 (collectively, Current Survey), on or before Current Survey Deadline (§ 3). The Current Survey shall be
382 certified by the surveyor to all those who are to receive the Current Survey.
383 9.1.1. ❑Improvement Location Certificate. If the box in this § 9.1.1 is checked, ❑Seller ❑Buyer shall
384 order or provide, and pay,on or before Closing,the cost of an Improvement Location Certificate.
385 9.1.2. ®Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement
386 Location Certificate, shall be an ® Improvement Survey Plat ❑ . The parties agree that
387 payment of the cost of the Current Survey and obligation to order or provide the Current Survey shall be
388 as follows:the responsibility of Bum
389 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey. Buyer has the Right
390 to Terminate under § 25.1, on or before the Current Survey Objection Deadline(§ 3), if the Current Survey is
391 not timely received by Buyer or based on any unsatisfactory matter with the Current Survey,notwithstanding§ 8.2
X91 or§ 13.
394 DISCLOSURE,INSPECTION AND DUE DILIGENCE
395 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, BUYER
396 DISCLOSURE AND SOURCE OF WATER.
397 10.1. Seller's
398 to Buyer the Faost cuFrent VeFSiOB of the applicable Colefade Real Estate Commission's Seller's Pr-eperty
399 .
400 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying
401 the Property to Buyer in an "as is" condition, "where is" and"with all faults". Seller shall disclose to Buyer, in
402 writing, any latent defects actually known by Seller. Buyer, acting in good faith, has the right to have inspections
403 (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense.
404 If(1)the physical condition of the Property, including,but not limited to,the roof, walls, structural integrity of the
405 Property,the electrical,plumbing, HVAC and other mechanical systems of the Property,(2)the physical condition
406 of the Inclusions, (3) service to the Property (including utilities and communication services), systems and
407 components of the Property, e.g. heating and plumbing, (4) any proposed or existing transportation project, road,
408 street or highway,or(5)any other activity, odor or noise(whether on or off the Property)and its effect or expected
409 effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer shall, on or
410 before Inspection Objection Deadline(§3):
411 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or
412 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition
413 that Buyer requires Seller to correct.
414 Buyer has the Right to Terminate under § 25.1, on or before Inspection Objection Deadline(§ 3) if the
415 Property or Inclusions are unsatisfactory, in Buyer's sole subjective discretion.
416 10.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection
417 Deadline(§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection
418 Resolution Deadline (§ 3), this Contract will terminate on Inspection Resolution Deadline (§ 3), unless Seller
419 receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on or before
420 expiration of Inspection Resolution Deadline(§ 3).
421 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement
422 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other
423 reports performed at Buyer's request (Work) and shall pay for any damage that occurs to the Property and
424 Inclusions as a result of such Work. Buyer shall not permit claims or liens of any kind against the Property for
425 Work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller harmless
426 from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work,claim, or
427 lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against
428 any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees,
429 legal fees, and expenses. The provisions of this section shall survive the termination of this Contract. This § 10.4
430 does not apply to items performed pursuant to an Inspection Resolution.
431 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of and premium for
432 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property
433 Insurance Objection Deadline(§ 3), based on any unsatisfactory provision of the Property Insurance, in Buyer's
434 sole subjective discretion.
435 10.6. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information pertaining
436 to the Property (Due Diligence Documents)to Buyer on or before Due Diligence Documents Delivery Deadline
437 (§ 3):
438 10.6.1. All current licenses, including any amendments or other occupancy agreements, pertaining to the
439 Property, if any(Leases).
440 10.6.2. Other documents and information:
441 10.7. Due Diligence Documents Conditions. Buyer shall have the right to review and object to Due Diligence
442 Documents, in Buyer's sole subjective discretion, and has the right to object if Seller fails to deliver to Buyer all
443 Due Diligence Documents. Buyer shall also have the unilateral right to waive any condition herein.
444 10.7.1. Due Diligence Documents Objection. Buyer has the Right to Terminate under§ 25.1, on or before Due
445 Diligence Documents Objection Deadline (§ 3), based on any unsatisfactory matter with the Due
446 Diligence Documents, in Buyer's sole subjective discretion. If all Due Diligence Documents under §
447 10.6 are not received by Buyer on or before the earlier of ten days after Due Diligence Documents
448 Objection Deadline(§ 3)or Closing.
449 10.8 Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain
450 property owned by Buyer and commonly known as n/a. Buyer, has the Right to Terminate under § 25.1 effective
451 upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline (§ 3) if such
452 property is not sold and closed by such deadline. This § 10.8 is for the sole benefit of Buyer. If Seller does not
453 receive Buyer's Notice to Terminate on or before Conditional Sale Deadline (§ 3), Buyer waives any Right to
454 Terminate under this provision.
455 10.9. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ®Does ❑Does
456 Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the
457 source of potable water for the Property. Buyer ❑Does ❑Does Not acknowledge receipt of a copy of the
458 current well permit. ® There is No Well.
459 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE
460 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE
461 DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S
462 WATER SUPPLIES.
463 10.10. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired heater or appliance, a
464 fireplace,or an attached garage and include one or more rooms lawfully used for sleeping purposes(Bedroom),the
465 parties acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide
466 alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by the applicable
467 building code.
468 10.11. Lead-Based Paint. Unless exempt, if the improvements on the Property include one or more residential
469 dwellings for which a building permit was issued prior to January 1, 1978, this Contract will be void unless (1)a
470 completed Lead-Based Paint Disclosure (Sales) form is signed by Seller, the required real estate licensees and
471 Buyer; and(2)Seller receives the completed and fully executed form prior to the time when this Contact is signed
472 by all parties. Buyer acknowledges timely receipt of a completed Lead-Based Paint Disclosure (Sales) form
473 signed by Seller and the real estate licensees.
474 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed,
475 cooked, disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is
476 required if the Property was remediated in accordance with state standards and other requirements are fulfilled
477 pursuant to § 25-18.5-102, C.R.S. Buyer further acknowledges that Buyer has the right to engage a certified
478 hygienist or industrial hygienist to test whether the Property has ever been used as a methamphetamine laboratory.
479 Buyer has the Right to Terminate under § 25.1, upon Seller's receipt of Buyer's written Notice to Terminate,
480 notwithstanding any other provision of this Contract, based on Buyer's test results that indicate the Property has
481 been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules
482 of the State Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer shall promptly give written
483 notice to Seller of the results of the test.
484 11. COLORADO FORECLOSURE PROTECTION ACT. The Colorado Foreclosure Protection Act (Act) generally
485 applies if: (1) the Property is residential, (2) Seller resides in the Property as Seller's principal residence, (3) Buyer's
486 purpose in purchase of the Property is not to use the Property as Buyer's personal residence, and (4) the Property is in
487 foreclosure or Buyer has notice that any loan secured by the Property is at least thirty days delinquent or in default. If the
488 transaction is a Short Sale transaction and a Short Sale Addendum is part of this Contract, the Act does not apply. Each
489 party is further advised to consult an attorney.
490
491 CLOSING PROVISIONS
492 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING.
493 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to
494 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their
495 designees. If Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender will be
496 required to provide the Closing Company in a timely manner all required loan documents and financial information
497 concerning Buyer's new loan. Buyer and Seller will furnish any additional information and documents required by
498 Closing Company that will be necessary to complete this transaction. Buyer and Seller shall sign and complete all
499 customary or reasonably required documents at or before Closing.
500 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions. ❑ Are ® Are Not executed
501 with this Contract. Upon mutual execution, ® Seller ® Buyer shall deliver such Closing Instructions to the
502 Closing Company.
503 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing(Closing). Closing shall be on the date specified
504 as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as
505 designated by the sales contract.
506 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary
507 between different settlement service providers(e.g., attorneys, lenders, inspectors and title companies).
508 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the
509 other terms and provisions hereof, Seller shall execute and deliver a good and sufficient Special Warranty deed to Buyer,at
510 Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as
511 provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special
512 improvements installed as of the date of Buyer's signature hereon,whether assessed or not. Title shall be conveyed subject
513 to:
514 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents
515 accepted by Buyer in accordance with Record Title(§ 8.1),
516 13.2. Distribution utility easements(including cable TV),
517 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual
518 knowledge and which were accepted by Buyer in accordance with Off Record Title(§ 8.2)and Current Survey
519 Review(§9),
520 13.4. Inclusion of the Property within any special taxing district,and
521 13.5. Other n/a
522 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the
523 proceeds of this transaction or from any other source.
524 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES.
525 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items
526 required to be paid at Closing,except as otherwise provided herein.
527 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by ❑Buyer ❑Seller
528 ®One-Half by Buyer and One-Half by Seller ❑Other
529 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of
530 assessments (Status Letter) shall be paid by ❑Buyer ❑Seller ®One-Half by Buyer and One-Half by
531 Seller ❑None. Any record change fees assessed by the Association including, but not limited to, ownership
532 record transfer fees, regardless of name or title of such fee(Association's Record Change Fee)shall be paid by ❑
533 Buyer ❑Seller ®One-Half by Buyer and One-Half by Seller ❑None.
534 15.4. Local Transfer Tax. ❑The Local Transfer Tax of 0_0% of the Purchase Price shall be paid at Closing by
535 Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller ❑None.
536 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing,
537 such as community association fees, developer fees and foundation fees, shall be paid at Closing by ❑Buyer
538 ❑Seller ❑One-Half by Buyer and One-Half by Seller ®None. The Private Transfer fee, whether one or
539 more, is for the following association(s): n/a in the total amount of n/a%of the Purchase Price or$n/a.
540 15.6. Water Transfer Fees. The Water Transfers Fees can change. The fees, as of the date of this Contract, do not
541 exceed:
542 $n/a for❑Water Stock/Certificates ❑Water District
543 $n/a for ❑Augmentation Membership ❑Small Domestic Water Company ❑ n/a and shall be paid at
544 Closing by❑Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller ®None.
545 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by
546 ❑Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller ®None.
547 16. PRORATIONS. The following shall be prorated to Closing Date(§3),except as otherwise provided:
548 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for
549 the year of Closing, based on ❑Taxes for the Calendar Year Immediately Preceding Closing ®Most
550 Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property
551 tax exemption,qualifying disabled veteran exemption or❑Other
552 16.2. Rents. Rents based on ❑Rents Actually Received ❑Accrued. At Closing, Seller shall transfer or credit to
553 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all
554 tenants in writing of such transfer and of the transferee's name and address. Seller shall assign to Buyer all
555 Leases in effect at Closing and Buyer will assume Seller's obligations under such Leases.
556 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in
557 advance shall be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for
558 deferred maintenance by the Association shall not be credited to Seller except as may be otherwise provided by the
559 Governing Documents. Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an
560 amount for reserves or working capital. Any special assessment assessed prior to Closing Date (§ 3) by the
561 Association shall be the obligation of ❑Buyer ®Seller. Except however, any special assessment by the
562 Association for improvements that have been installed as of the date of Buyer's signature hereon,whether assessed
563 prior to or after Closing, shall be the obligation of Seller. Seller represents that the Association Assessments are
564 currently payable at $ per month and that there are no unpaid regular or special assessments against the
565 Property except the current regular assessments and None. Such assessments are subject to change as provided in
566 the Governing Documents. Seller agrees to promptly request the Association to deliver to Buyer before Closing
567 Date(§3)a current Status Letter.
568 16.4. Other Prorations. Water and sewer charges;propane, interest on continuing loan,and n/a.
569 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations shall be final.
570 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date(§ 3)at Possession Time(§ 3),
571 subject to the following Leases or tenancies: Life Tenancy to be reserved by John Dolinsek and Josephine Dolinsek
572 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally
573 liable to Buyer for payment of$150 per day (or any part of a day notwithstanding §18.1) from Possession Date (§ 3)and
5774 Possession Time(§ 3)until possession is delivered.
576 Buyer❑ Does ® Does Not represent that Buyer will occupy the Property as Buyer's principal residence.
57787 Note: If the parties agree to execute a Post-Closing Occupancy Agreement, the document should appear in Attachments
579 (§ 31).
580
GENERAL PROVISIONS
581 18. DAY; COMPUTATION OF PERIOD OF DAYS,DEADLINE.
582 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States
583 Mountain Time(Standard or Daylight Savings as applicable).
584 18.2. Computation of Period of Days, Deadline. In computing a period of days,when the ending date is not specified,
585 the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline falls on a
586 Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline ®Shall ❑Shall Not be
587 extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline
588 shall not be extended.
589 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND
590 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in
591 the condition existing as of the date of this Contract,ordinary wear and tear excepted.
592 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of
593 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage),
594 Seller shall be obligated to repair the same before Closing Date(§ 3). Buyer has the Right to Terminate under §
595 25.1, on or before Closing Date(§ 3), if the Property Damage is not repaired before Closing Date(§ 3)or if the
596 damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer
597 shall be entitled to a credit at Closing for all the insurance proceeds that were received by Seller (but not the
598 Association, if any)resulting from such damage to the Property and Inclusions, plus the amount of any deductible
599 provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller has not
600 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date(§ 3) or, at
601 the option of Buyer, Seller shall assign such proceeds at Closing, plus credit Buyer the amount of any deductible
602 provided for in such insurance policy,but not to exceed the total Purchase Price.
603 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication
604 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be
605 damaged between the date of this Contract and Closing or possession, whichever shall be earlier,then Seller shall
606 be liable for the repair or replacement of such Inclusion or Service with a unit of similar size, age and quality, or
607 an equivalent credit,but only to the extent that the maintenance or replacement of such Inclusion or Service is not
608 the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering such repair or
609 replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before Closing or
610 possession, whichever shall be earlier, Buyer has the Right to Terminate under § 25.1, on or before Closing Date
611 (§ 3), or, at the option of Buyer, Buyer will be entitled to a credit at Closing for the repair or replacement of such
612 Inclusion or Service. Such credit shall not exceed the Purchase Price. If Buyer receives such a credit, Seller's right
613 for any claim against the Association, if any, shall survive Closing. Seller and Buyer are aware of the existence of
614 pre-owned home warranty programs that may be purchased and may cover the repair or replacement of such
615 Inclusions.
616 19.3 Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action
617 may result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify Buyer, in writing, of
618 such condemnation action. Buyer has the Right to Terminate under§ 25.1, on or before Closing Date(§3),based
619 on such condemnation action, in Buyer's sole subjective discretion. Should Buyer elect to consummate this
620 Contract despite such diminution of value to the Property and Inclusions, Buyer shall be entitled to a credit at
621 Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property or
622 Inclusions but such credit shall not include relocation benefits or expenses,or exceed the Purchase Price.
623 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the
624 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this
625 Contract.
626 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge
627 that the respective broker has advised that this Contract has important legal consequences and has recommended the
628 examination of title and consultation with legal and tax or other counsel before signing this Contract.
629 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as
630 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any
631 obligation hereunder is not performed or waived as herein provided,the nondefaulting party has the following remedies:
632 21.1. If Buyer is in Default:
633 21.1.1. ❑Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest
634 Money (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller may
635 recover such damages as may be proper; or Seller may elect to treat this Contract as being in full force
636 and effect and Seller has the right to specific performance or damages,or both.
637 21.1.2. Liquidated Damages, Applicable. This § 21.1.2. shall apply unless the box in 21.1.1. is checked.
638 All Earnest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both
639 parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money
640 specified in §4.1 is LIQUIDATED DAMAGES,and not a penalty,which amount the parties agree is fair
641 and reasonable and (except as provided in § §10.4, 22, 23 and 24), said payment of Earnest Money shall
642 be SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller
643 expressly waives the remedies of specific performance and additional damages.
644 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money
645 received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect
646 to treat this Contract as being in full force and effect and Buyer has the right to specific performance or damages,
647 or both.
648 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any
649 arbitration or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall award to
650 the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses.
651 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall
652 first proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an
653 impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding
654 decisions. The parties to the dispute must agree, in writing, before any settlement is binding. The parties will jointly
655 appoint an acceptable mediator and will share equally in the cost of such mediation. The mediation, unless otherwise
656 agreed, shall terminate in the event the entire dispute is not resolved within thirty days of the date written notice requesting
657 mediation is delivered by one party to the other at the party's last known address. This section shall not alter any date in
658 this Contract, unless otherwise agreed.
659 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest
660 Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy
661 regarding the Earnest Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be
662 required to take any action. Earnest Money Holder, at its sole subjective discretion, has several options: (1) await any
663 proceeding, (2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction and shall recover
664 court costs and reasonable attorney and legal fees, or (3) provide notice to Buyer and Seller that unless Earnest Money
665 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller)containing the case number of
666 the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money
667 Holder shall be authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy
668 of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest Money Holder shall disburse the Earnest
669 Money pursuant to the Order of the Court. The parties reaffirm the obligation of Mediation (§23).
670 25. TERMINATION.
671 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the
672 termination shall be effective upon the other party's receipt of a written notice to terminate (Notice to Terminate),
673 provided such written notice was received on or before the applicable deadline specified in this Contract. If the
674 Notice to Terminate is not received on or before the specified deadline, the party with the Right to Terminate shall
675 have accepted the specified matter, document or condition as satisfactory and waived the Right to Terminate under
676 such provision.
677 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder shall be
678 returned and the parties shall be relieved of all obligations hereunder, subject to§§ 10.4,22,23 and 24.
679 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute
680 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto,whether
681 oral or written,have been merged and integrated into this Contract. No subsequent modification of any of the terms of this
682 Contract shall be valid,binding upon the parties,or enforceable unless made in writing and signed by the parties. Any right
683 or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing shall
684 survive the same.
685 27. NOTICE,DELIVERY,AND CHOICE OF LAW.
686 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a
687 signed document or notice, from or on behalf of the Seller, and delivered to Buyer shall be effective when
688 physically received by Buyer, any signatory on behalf of Buyer, any named individual of Buyer, any
689 representative of Buyer, or Brokerage Firm of Broker working with Buyer (except for delivery, after Closing, of
690 the notice requesting mediation described in § 23) and except as provided in § 27.2. Any document, including a
691 signed document or notice, from or on behalf of Buyer, and delivered to Seller shall be effective when physically
692 received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative of Seller,
693 or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting
694 mediation described in §23)and except as provided in §27.2.
695 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or
696 written notice,may be delivered in electronic form only by the following indicated methods:
697 ®Facsimile ®Email ❑Internet ❑No Electronic Delivery. If the box "No Electronic Delivery" is
698 checked, this § 27.2 shall not applicable and § 27.1 shall govern notice and delivery. Documents with original
699 signatures shall be provided upon request of any party.
700 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in
701 accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a
702 contract in Colorado for property located in Colorado.
703 28. NOTICE OF ACCEPTANCE,COUNTERPARTS. This proposal shall expire unless accepted in writing,by Buyer and
704 Seller,as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to §27 on
705 or before Acceptance Deadline Date(§3)and Acceptance Deadline Time(§ 3). If accepted,this document shall become
706 a contract between Seller and Buyer. A copy of this Contract may be executed by each party, separately, and when each
707 party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between
708 the parties.
709 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not
710 limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations(§ 5),
711 Record Title and Off-Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection,
7 I Indemnity, Insurability, Due Diligence,Buyer Disclosure and Source of Water(§ 10).
714
ADDITIONAL PROVISIONS AND ATTACHMENTS
715 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real
716 Estate Commission.)
717
718 See Addendum attached hereto and incorporated herein.
310
721 31. ATTACHMENTS.
722 31.1. The following attachments are a part of this Contract:
723 31.2. The following disclosure forms are attached but are not a part of this Contract:
724
SIGNATURES
725
726 W:Name: City of Aspen _ Buyer's Name
Buye s Signature Date:h May 21 2014 Buyer's Signature Date
Address: 130S. Galena Street Address:
Aspen, CO 81611
Phone No.: 970-920-5296 Phone No.:
Fax No.: 970-920-5119 Fax No.:
Electronic Address: Electronic Address:
727 [NOTE: If this offer is being countered or rejected,do not sign this document. Refer to§321
Josephine Dolinsek as personal
Seller's Name: John Dolinsek Seller's Name: representative of the Estate of Frank
728 Dolose4 , Jr. _
Seller's Signature Date April , 2014 Seller's Signature Date April , 2014
Address: 619 South Monarch Street Address: 619 South Monarch Street
Aspen, Colorado 81611 Aspen, Colorado 81611
Phone No.: 970 925 3382 Phone No.: 970 925 3382
Fax No.: n/a Fax No.: n/a
Electronic Address: n/a Electronic Address: n/a
729
� Q 32. COUNTER; REJECTION. This offer is ❑Countered ❑Rejected.
3; Initials only of party(Buyer or Seller)who countered or rejected offer
END OF CONTRACT TO BUY AND SELL REAL,ESTATE
734
ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE
(RESIDENTIAL)
THIS ADDENDUM is made this day of April, 2014, by and between the City of Aspen,
Buyer, and John Dolinsek and the Estate of Frank Dolinsek, Jr., Sellers, is made a part of and
incorporated into the Contract to Buy and Sell Real Estate of even date hereof and sets forth the
following additions to the Contract:
1. The conveyance of the property from the Sellers to the Buyers shall contain a reservation
of a life estate for the benefit of John Dolinsek and Josephine Dolinsek (hereinafter
referred to as "John and Josephine"). Such reservation shall provide that John and
Josephine may, but shall not be obligated to, repair the improvements currently located
on the Property during such life tenancy. Such reservation shall also provide that if both
John and Josephine cease to reside on the property during their lifetimes, the life estate
shall terminate. Buyer acknowledges that either John and Josephine (or both of them)
may have the need for medical reasons to temporarily reside in a health facility from time
to time during the remainder of their lifetimes. John and Josephine shall not be deemed to
have ceased to reside on the property so long as either of them maintains a current intent
to return to the property from such health facility, and has the intent to occupy such
property as his or her permanent residence. Such intent shall be determined in either
John or Josephine's sole and absolute discretion.
2. The Buyer acknowledges that prior to the conveyance to the Buyer, the Sellers will enter
into a conservation easement to the benefit of a third party. The terms of any
conservation easement shall be mutually agreed upon by the parties prior to the execution
of such document; provided, however, that the conservation easement shall contain at
least the following conditions or terms:
a. The use of the property shall be restricted in perpetuity exclusively to that of
an active community park, and shall include landscaping, structures and
amenities associated with typical park uses. Following the death of the
survivor of John and Josephine, existing structures on the property may be
removed by the Buyer if Buyer determines in its sole and absolute discretion
that the removal of such structures would be beneficial for the development of
the park for its intended use.
b. The park contemplated by the conservation easement shall be named
"Dolinsek Park" in perpetuity, and no other name shall be associated with
such park.
c. No employee housing or other residential or commercial development shall be
built or maintained on the property. This restriction is not made out of any
opposition to employee housing but is made because it is the grantees' desire
that this property be used as a park for public use and enjoyment.
The conservation easement shall be granted to a third party conservation easement
holder mutually agreeable to Sellers and Buyer. Any cost, expense or fee
imposed by such conservation easement holder in connection with holding the
easement shall be the obligation of the Buyer.
3. The Sellers shall have the option to extend the closing date for a period up to 120 days by
providing the Buyer with written notice of such extension no later than September 1,
2014.
4. The Sellers shall designate at closing the specific proportions of the proceeds of the sale
that will be distributed to each of the Sellers.
SELLER: BUYER:
CITY OF ASPEN
John Dolinsek /
�
by: W 4a+.'
Estate of Frank Dolinsek, Jr.:
By:
Josephine Dolinsek, personal representative
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