HomeMy WebLinkAboutresolution.council.114-22RESOLUTION # 114
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, REGARDING THE ISIS THEATER BUILDING — SALE OF
PROPERTY AND RETIREMENT OF DEBT APPROVING DOCUMENTS AND
AGREEMENTS NECESSARY TO COMPLETE SUCH SALE AND
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS
ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council the following
documents:
1. Contract to Buy and Sell Real Estate (Commercial), attached as Exhibit
A;
2. Release of Leased Property and Termination of Site Lease Agreement
and Lease Purchase Agreement, attached as Exhibit B; and,
3. First Amendment to Occupancy and Use Deed Restriction, Agreement,
and Covenant, attached as Exhibit C.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves the agreements
attached hereto and incorporated herein and does hereby authorize the City
Manager to execute said agreements on behalf of the City of Aspen and all closing
and other documents necessary for the completion of this transaction, as approved
by the City Manager and the City Attorney.
INTRODUCED, READ AND ADOPTED by the City Council of the City
of Aspen on the 27t' day of September 2022.
r �907
I, Nicole Henning, 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 eeting h September 27, 2022.
t
Nicole Henning, Ci Clerk
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1 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.
2 (CBS3-6-21) (Mandatory 1-22)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSEL BEFORE SIGNING.
6
7 CONTRACT TO BUY AND SELL REAL ESTATE
8 (COMMERCIAL)
9 (® Property with No Residences)
10 (❑ Property with Residences -Residential Addendum Attached)
11
12 Date: September 28, ?022
13 AGREEMENT
14 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set
15 forth in this contract (Contract).
16 2. PARTIES AND PROPERTY.
17 2.1. Buyer. Independent Films. Inc.. a Colorado tronproflt corpnrrrli (Buyer) will take title to the Property described
18 below as ❑ Joint Tenants ❑ Tenants In Common ® Other in severalty
19 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions.
20 2.3. Seller. City of Aspen, Colorado, a home -rule city and political subdivision of the State of Colorado (Seller) is the
21 current owner of the Property described below.
22 2.4. Property. The Property is the following legally described real estate in the County of Pitkin, Colorado (insert legal
23 description):
24
25 Commercial Unit A, ISIS THEATER CONDOMINIUMS, according to the Condominium Map thereof recorded December 9,
26 1999 in Plat Book 52 at Page I as Reception No. 438434 and the First Amended Condominium Map recorded September 29,
27 2011 in Book 98 at Page 14 as Reception No. 583124 and the Second Amended Condominium: Map recorded September 11,
28 2014 in Plat Book 108 at Page 6 as Reception No. 613396 and as defined and described by the Condominium Declaration for
29 Isis Theater Condominiums recorded December 9, 1999 as Reception No. 438433 and First Amendment to the Condominium
30 Declaration recorded September 29, 2011 as Reception No. 583123, County of Pitkin, State of Colorado.
31
32 known as: 406 E. Ho kips Avenue Unit A Aspen, CO 81611
33 Street Address City State Zip
34 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of
35 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).
36 2.5. Inclusions. The Purchase Price includes the following items (Inclusions):
37 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the following items are
38 included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside
39 telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-
40 in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers
41 (including 0 remote controls). If checked, the following are owned by the Seller and included: ❑ Solar Pastels ❑ Water
42 Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7.
43 (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also
44 included in the Purchase Price.
45 2.5.2. Inclusions — Not Attached. If on the Property, whether attached or not, on the date of this Contract, the
46 following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings,
47 blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates,
48 heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys.
49 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the
50 Purchase Price: any and all fixtures and personal properly owned by Seller located on the Property on the date of this Contract.
51
52
53
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55
56 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at
57 Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and
58 encumbrances, except: None.
59
60
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62
63
64
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103
104
105
106
107
108
2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other
applicable legal instrument.
2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: all parking rights
appurtenant to the Property, if any; and the use or ownership of the following storage facilities: all storage facilities a y terrant
to the ProperPropertp, if an . Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should
investigate.
2.5.7. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer
at Closing (Leased Items): None.
2.5.8. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: Seller agrees and
acknowledges that any trade fixture o►vned by Seller and located on the Property as of the date of this Contract shall be deemed
an Inclusion.
The trade fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes (except personal
property taxes for the year of Closing), liens and encumbrances, except None. Conveyance will be by bill of sale or other applicable
legal instrument.
2.6. Exclusions. The following items are excluded (Exclusions): None.
2.7. Water Rights/Well Rights.
❑ 2.7.1. Deeded Water Rights. The following legally described water rights: None.
Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing.
❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and
2.7.4., will be transferred to Buyer at Closing: None.
❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if
the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes,
Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered
with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a
registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in
connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is
N/A.
❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: None.
2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water),
§ 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable
legal instrument at Closing.
2.7.6. Water Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if examination of the Water
Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline.
3. DATES, DEADLINES AND APPLICABILITY.
3.1. Dates and Deadlines.
Item No.
Reference
I Event
Date or Deadline
1
§ 3
1 Time of Day Deadline
6:00 PM M
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§ 4
Alternative Earnest Money Deadline
N/A
Title
3
§ 8
Record Title Deadline and Tax Certificate)
3 days after MEC
4
§ 8
Record Title Objection Deadline
7 days after MEC
5
§ 8
Off -Record Title Deadline
3 days after MEC
6
§ 8
Off -Record Title Objection Deadline
10 days after MEC
7
§ 8
Title Resolution Deadline
12 days after MEC
8
§ 8
Third Party Ri ht to Purchase/Approve Deadline
N/A
Owners' Association
�:
3 days after MEC
9
7
Association Documents Deadline
10
§ 7
Association Documents Termination Deadline
12 days after MEC
Seller's Disclosures
=
11
§ 10
Seller's Property Disclosure Deadline
3 days after MEC
12
§ 10
Lead -Based Paint Disclosure Deadline (if Residential
Addendum attached
N/A
Loan and Credit
13
55
New Loan Application Deadline
7 days after MEC
14
§ 5
New Loan Terms Deadline
10 days after MEC
15
§ 5
New Loan Availability Deadline
12 da s after MEC
16
§ 5
Buyer's Credit Information Deadline
N/A
17
§ 5
Disapproval of Buyer's Credit Information Deadline
N/A
18
§ 5
Existing Loan Deadline
N/A
19
§ 5
Existing Loan Termination Deadline
N/A
20
§ 5
Loan Transfer Approval Deadline
N/A
21
§ 4
Seller or Private Financing Deadline
12 days after MEC
Appraisal
22
§ 6
Appraisal Deadline
N/A
23
§ 6
Appraisal Objection Deadline
N/A
24
§ 6
Appraisal Resolution Deadline
N/A
Survey
N/A
25
§ 9
New ILC or New Survey Deadline
26
§ 9
New ILC or New Survey Objection Deadline
N/A
27
§ 9
New ILC or New Survey Resolution Deadline
N/A
Inspection and Due Diligence
N/A
28
§ 2
Water Rights Examination Deadline
29
§ 8
Mineral Rights Examination Deadline
N/A
30
§ 10
Inspection Termination Deadline
12 days after MEC
31
§ 10
Inspection Objection Deadline
10 da s after MEC
32
§ 10
Inspection Resolution Deadline
12 days after MEC
33
§ 10
Property Insurance Termination Deadline
12 days after MEC
34
10
Due Diligence Documents Delivery Deadline
3 days after MEC
35
10
Due Diligence Documents Objection Deadline
10 days after MEC
36
§ 10
Duc Diligence Documents Resolution Deadline
12 days after MEC
37
§ 10
Environmental Inspection Termination Deadline
12 days after MEC
38
§ 10
ADA Evaluation Termination Deadline
10 days after MEC
39
§ 10
Conditional Sale Deadline
N/A
40
§ 10
Lead -Based Paint Termination Deadline (if Residential
Addendum attached
N/A
41
11
Estoppel Statements Deadline
N/A
42
11
Estoppel Statements Termination Deadline
N/A
Closing and Possession
43
§ 12
Closing Date
October 14, 2022
44
§ 17
Possession Date
At Closing
45
§ 17
Possession Time
At Closing
46
§ 27
Acceptance Deadline Date
September 29, 2022
47
§ 27
Acceptance Deadline Time
6:00 PM M
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109 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with "N/A",
110 or the word "Deleted," such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box
III checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of
112 "None", such provision means that "None" applies.
113 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The
114 abbreviation "N/A" as used in this Contract means not applicable.
115 3.3. Day; Computation of Period of Days; Deadlines.
116 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States
117 Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified'in § 3.1.
118 (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end
119 on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of
120 Day Deadline is left blank or "N/A" the deadlines will expire at 11:59 p.m., United States Mountain Time.
121 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the
122 ending date is not specified, the first day is excluded and the last day is included.
123 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such
124 deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked,
125 the deadline will not be extended.
126 4. PURCHASE PRICE AND TERMS.
127 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:
Item No.
Reference
Item
Amount
Amount
1
§ 4.1.
Purchase Price
Section 29.13
2
§ 4.3.
Earnest Money
Jee
$
3
§ 4.5.
New Loan
$
4
§ 4.6.
Assumption Balance
_
$
5
§ 4.7.
Private Financing
$ Purchase Price
6
§ 4.7.
Seller Financin
$
7
8
9
§ 4.4.
Cash at Closing
$ 0.00
10
TOTAL
$ Purchase Price
$ Purchase Price
128 4.2. Seller Concession. At Closing, Seller will credit to Buyer $0.00 (Seller Concession). The Seller Concession may be
129 used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender and is included in the
130 Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include,
131 but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge,
132 expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this
133 Contract.
134 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a $0.00, will be payable to and held by
135 Rose Title Inc. (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must
136 be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its
137 payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company),
138 if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred
139 to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree
140 that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to
141 such fund.
142 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the
143 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline.
144 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled
145 to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided
146 in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate,
147 Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release
148 form), within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23
149 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release
150 form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money
151 Release form), within three days of Buyer's receipt.
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152 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the
153 Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in "if Seller
154 is in Default", § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default.
155 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the
156 Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in "If Buyer
157 is in Default, § 20.1 and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default.
158 4.4. Form of Funds; Time of Payment; Available Funds.
159 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing
160 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified
161 check, savings and loan teller's check and cashier's check (Good Funds).
162 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at
163 Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH
164 NONPAYING PARTY WILL BE IN DEFAULT.
165 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ❑ Does ® Does Not have
166 funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1.
167 4.5. New Loan.
168 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2. (Seller Concession), if applicable,
169 must timely pay Buyer's loan costs, loan discount points, prepaid items and loan origination fees as required by lender.
170 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to
171 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan Limitations) or § 29 (Additional
172 Provisions).
173 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans:
174 ❑ Conventional ® Other an), acceptable to Bn er in itc .sole and absolrite diwretlon
175
176 b
177
178 PFopeFty ' v n
179
180
181 if any. if the WHal ffiftipftl balanee of the emisting loan at Glering is less ffian the Assumption Balanee, ...
interest, ,
182 eadses the anneunt of eash fequired f0em Buyer a4 glesing te be ineFeased by mere than S or- if any other ierms e
183 provisions of 0.b , •
-Rp off be
184Wable lease
185.foorn liab 1 1 ity wil 1 be ey idenced by del P Yef), [] eH OF befere Lean Transfer App mva I Deadline EJ at Closing of �n
186 letter of eam mitment ffem leader. Any cost payable for Fel of liability will be paid by A an aineun
187 not to weeeed
188 4.7. Seller or Private Financing.
189 WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers
190 and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed
191 Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing,
192 including whether or not a party is exempt from the law.
193
194 Seller Wi 1 'del Over the proposed Se 1!eF finaneing doeumen is to 018 Other PaFty eF1 BF before AVA days before Seller- or Private
195 Deadline.
196 g,
197 ,
198 •>
199 •
200 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private
201 financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its
202 availability, payments, interest rate, terms, conditions, and cost. Buyer has the Right to Terminate under § 24.1., on or before Seller
203 or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer's sole subjective discretion.
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204
TRANSACTION PROVISIONS
205 5. FINANCING CONDITIONS AND OBLIGATIONS.
206 5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New
207 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable
208 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval.
209 5.2. New Loan Terms; New Loan Availability.
210 5.2.1. New Loan Terms. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is
211 conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the proposed New Loan's payments, interest
212 rate, conditions and costs or any other loan terms (New Loan Terms) are satisfactory to Buyer. This condition is for the sole benefit
213 of Buyer. Buyer has the Right to Terminate under § 24.1., on or before New Loan Terms Deadline, if the New Loan Terms are not
214 satisfactory to Buyer, in Buyer's sole subjective discretion.
215 5.2.2. New Loan Availability. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is
216 conditional upon Buyer's satisfaction with the availability of the New Loan based on the lender's review and underwriting of Buyer's
217 New Loan Application (New Loan Availability). Buyer has the Right to Terminate under § 24.1., on or before the New Loan
218 Availability Deadline if the New Loan Availability is not satisfactory to Buyer. Buyer does not have a Right to Terminate based on the
219 New Loan Availability if the termination is based on the New Loan Terms, Appraised Value (defined below), the Lender Property
220 Requirements (defined below), Insurability (§ 10.5. below) or the Conditional Upon Sale of Property (§ 10.7. below). IF SELLER IS
221 NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S
222 EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title,
223 Survey).
224 g,
225
226 dissFetien. AGeeFdingly, (1) Buyer must supplyte Seller 135' Buyer's C-red4 fa r-m As an Dead SO, i4DFRIaliffil
227 ,
228
229 if the Cash a4
-
230 .,
231 Seller digapffqyes ef 13iiy@F's
232 '
233
234 deGuments (inalkid ing note, deed Of trust and afty medifieatieRs) te Buyer by Existing 1.eaR Dead Fer the sele FT
235
236 .,
237 '
238 conditienal upen Buyer ebtaining sueli approval without ehange in the terms of sarah lean, e3wept as set ferth 41 § 4.6. If le"der-Z
239 appreval is net ebtained byl6ean Transfer APPFOVRI Deadli Re, th is Centfmt wi !I term inate on sueh dead! iiie. Seller has the Righ
240 '
241 sueli e3jisting lean and gtiyeF does net obtain such eeffipliaflGe BS Set feFth iR § 4.6-.
242 6. APPRAISAL PROVISIONS.
243 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on
244 behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth
245 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be
246 valued at the Appraised Value.
247 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in
248 § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies.
249 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the
250 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal
251 Objection Deadline:
252 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated;
253 or
254 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the
255 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification).
256 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal
257 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution
258 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of
259 the Appraisal Objection before such tennination, (i.e., on or before expiration of Appraisal Resolution Deadline).
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260 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs,
261 including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting),
262 beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following
263 Seller's receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written
264 agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the
265 satisfaction of the Lender Property Requirements is waived in writing by Buyer.
266 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by ® Buyer
267 ❑ Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's
268 agent or all three.
269 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest
270 Communities and subject to one or more declarations (Association).
271 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON
272 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF
273 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE
274 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE
275 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL
276 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS
277 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD
278 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS
279 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING
280 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A
281 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF
282 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL
283 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE
284 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE
285 ASSOCIATION.
286 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below),
287 at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association
288 Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt
289 of the Association Documents, regardless of who provides such documents.
290 7.3. Association Documents. Association documents (Association Documents) consist of the following:
291 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements,
292 rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5,
293 C.R.S.;
294 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings;
295 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual
296 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding
297 minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and
298 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including,
299 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must
300 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed
301 (Association Insurance Documents);
302 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as
303 disclosed in the Association's last Annual Disclosure;
304 7.3.5. The Association's most recent financial documents which consist of. (1) the Association's operating budget
305 for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for
306 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent
307 available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the
308 Association's community association manager or Association will charge in connection with the Closing including, but not limited
309 to, any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update fee charged for
310 the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of
311 all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and
312 7.3.5., collectively, Financial Documents);
313 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 38-33.3-303.5,
314 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction
315 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2.
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316 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common
317 elements or limited common elements of the Association property.
318 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to
319 Terminate under § 24.L, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in
320 any of the Association Documents, in Buyer's sole subjjective discretion. Should Buyer receive the Association Documents after
321 Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to
322 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive
323 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing
324 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to
325 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right
326 to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve).
327 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE.
328 8.1. Evidence of Record Title.
329 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance
330 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish
331 to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price,
332 or if this box is checked, ❑ an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued
333 and delivered to Buyer as soon as practicable at or after Closing.
334 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance
335 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must furnish to
336 Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price.
337 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies.
338 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will ❑ Will Not contain Owner's
339 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions
340 which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, (5) gap
341 period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes,
342 assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by
343 ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by8eller ❑ Other
344 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over
345 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below,
346 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under
347 § 8.7. (Right to Object to Title, Resolution).
348 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants,
349 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such
350 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title
351 Documents).
352 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title
353 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county
354 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the
355 party or parties obligated to pay for the owner's title insurance policy.
356 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any
357 portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline.
358 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the
359 Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's
360 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or
361 any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title
362 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment
363 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to
364 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any
365 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents,
366 or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection,
367 pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object
368 to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1.
369 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable
370 deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title
371 Documents as satisfactory.
372 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing
373 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without
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374 limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which
375 Seller has actual knowledge (Off -Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New
376 ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown
377 by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of
378 Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2.
379 (Record Title) and § 13 (Transfer of Title), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record
380 Title Objection Deadline. If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the
381 earlier of Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives Buyer's Notice
382 to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title objection by Buyer is governed by the
383 provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice
384 of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off -Record Matters and rights, if
385 any, of third parties not shown by public records of which Buyer has actual knowledge.
386 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION
387 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE
388 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
389 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
390 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH
391 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE
392 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
393 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING
394 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND
395 RECORDER, OR THE COUNTY ASSESSOR.
396 8.5. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property listing any special taxing districts
397 that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located
398 within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may
399 terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline,
400 Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate received'by Seller on or before
401 ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate
402 would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on
403 or before Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Tax
404 Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to
405 Terminate under this provision. If Buyer's loan specified in §4.5.3, (Loan Limitations) prohibits Buyer from paying for the Tax
406 Certificate, the Tax Certificate will be paid for by Seller.
407 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first
408 refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a
409 right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of
410 such right. If the third -party holder of such right exercises its right this Contract will terminate. If the third parry's right to purchase
411 is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly
412 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred
413 on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in
414 writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline.
415 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole subjective discretion,
416 based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off -Record Title), § 8.5. (Special Taxing
417 District) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to object or terminate based on any such title matter, on or
418 before the applicable deadline, Buyer has the following options:
419 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of
420 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or
421 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives
422 Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to Such items and
423 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title
424 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. (Off -Record Title) the
425 Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the
426 applicable documents; or
427 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before
428 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion.
429 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
430 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property,
431 including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations,
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432 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various
433 laws and governmental regulations concerning land use, development and environmental matters.
434 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE
435 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF
436 THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER
437 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL
438 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM
439 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL,
440 GAS OR WATER.
441 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO
442 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A
443 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND
444 RECORDER.
445 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT
446 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION
447 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING
448 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES.
449 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL
450 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING
451 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL
452 AND GAS CONSERVATION COMMISSION.
453 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or
454 not covered by the owner's title insurance policy.
455 8.9. Mineral Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if examination of the Mineral
456 Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline.
457 9.
458
459 Ej NewSurwey-in the --i --- Of required and tile following will .��.1..�
err �
460 . . . 0 Fd e ri n g -A -C Ne m, -11 Seller E] Buyer will Order the New 11-G of Now SuFYey. The
461 NeW 1 M; or New evious !LC Or su", Fhat is iR the above required fenn, certified and updated as efa dat
462 after the date
463 al '
on or- before
464 -
465 , the issuer- - prevideF of
466
468
469 ak there whe are to receive the New 116C or New gap�ey. r New
470Boyer-'s Right &-- III-- or New-1.4-C OF New Sutwey Selection. Buyer may select a New !LC e
471
472 ,
473 .
474Fight
475 '
476 der may, an -or-before Mew -I .
477 3 '
or-
478
479 shown or is shown iR die New 16C or New Survey that
480 ived '
481
482
483 Reselutien Deadline,
484 ,
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485 1 DISCLOSURE, INSPECTION AND DUE DILIGENCE
486 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY AND DUE DILIGENCE.
487 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to Buyer
488 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller
489 to Seller's actual knowledge and current as of the date of this Contract.
490 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer
491 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material
492 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely
493 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing
494 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that
495 Seller is conveying the Property to Buyer in an "As Is" condition, "Where Is" and "With All Faults."
496 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections
497 (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (inspection), at Buyer's expense. If
498 (1) the physical condition of the Property, including, but not limited to, the roof, wails, structural integrity of the Property, the
499 electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased
500 Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g.,
501 heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or
502 noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's
503 sole subjective discretion, Buyer may:
504 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing,
505 pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver
506 an Inspection Objection. Buyer's Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller
507 pursuant to § 10.3.2.; or
508 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written
509 description of any unsatisfactory condition that Buyer requires Seller to correct.
510 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection
511 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,
512 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection
513 Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision
514 prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by
515 executing an Earnest Money Release.
516 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement
517 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at
518 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer
519 must not permit claims or liens of any kind against the Property for Work performed on die Property. Buyer agrees to indemnify,
520 protect and hold Seller harmless frorn and against any liability, damage, cost or expense incurred by Seller and caused by any such
521 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against
522 any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and
523 expenses. The provisions of this Section survive the terminationn of this Contract. This § 10.4. does not apply to items performed
524 pursuant to an Inspection Resolution.
525 10.5. Insurability. Buyer has the Right to Terminate under § 24.L, on or before Property Insurance Termination
526 Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance
527 (Property Insurance) on the Property, in Buyer's sole subjective discretion.
528 10.6. Due Diligence.
529 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information
530 pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery
531 Deadline:
532 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy
533 agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing
534 are as follows (Leases):
535
536 Sublease as of the 16th day of February 2007, that was recorded in the real estate records of Pitkin County, Colorado, on February
537 16, 2007, as Reception No. 534584, and a copy thereof with certain corrected exhibits, titled Corrected Sublease, was recorded June
538 20, 2008, as Reception No. 550453, Pitkin County, Colorado, as amended by the First Amendment to Corrected Sublease dated as
539 of December 8, 2021 (the "Aspen Film Lease")
540
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541 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased Items) will be
542 transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to
543 Buyer on or before Due Diligence Documents Delivery Deadline. Buyer ❑ Will ® Will Not assume the Seller's obligations
544 under such leases for the Leased Items (§ 2.5.7., Leased Items).
545
546 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered
547 pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and ally other
548 documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer ❑ Will ® Will
549 Not assume the debt on the Encumbered Inclusions (§ 2.5.4., Encumbered Inclusions).
550
551 10.6.1.4. Other Documents. If the respective box is checked, Seller agrees to additionally deliver copies
552 of the following:
553 ® 10.6.1.4.1. All contracts relating to the operation, maintenance and management of the
554 Property;
555 ® 10.6.1.4.2. Property tax bills for the last 2 years;
556 ® 10.6.1.4.3. As -built construction plans to the Property and the tenant improvements, including
557 architectural, electrical, mechanical and structural systems; engineering reports; and permanent Certificates of Occupancy, to the
558 extent now available;
559 ® 10.6.1.4.4. A list of all Inclusions to be conveyed to Buyer;
560 ❑ 10.6.1.4.5. Operating statements for the past years;
561 ❑ 10.6.1.4.6. A rent roll accurate and correct to the date of this Contract;
562 ❑ 10.6.1.4.7. A schedule of any tenant improvement work Seller is obligated to complete but
563 has not yet completed and capital improvement work either scheduled or in process on the date of this Contract;
564 ® 10.6.1.4.8. All insurance policies pertaining to the Property and copies of any claims which
565 have been made for the past years;
566 ® 10.6.1.4.9. Soils reports, surveys and engineering reports or data pertaining to the Property (if
567 not delivered earlier under § 8.3.);
568 ® 10.6.1.4.10. Any and all existing documentation and reports regarding Phase I and II
569 environmental reports, letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos,
570 PCB transformers, or other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no
571 reports are in Seller's possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to
572 Seller;
573 ® 10.6.1.4.11. Any Americans with Disabilities Act reports, studies or surveys concerning the
574 compliance of the Property with said Act;
575 ® 10.6.1.4.12. All permits, licenses and other building or use authorizations issued by any
576 governmental authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use
577 authorizations, if any; and
578 ❑ 10.6.1.4.13. Other:
579
580 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due
581 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective
582 discretion, Buyer may, on or before Due Diligence Documents Objection Deadline:
583 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated;
584 or
585 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any
586 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.
587 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by
588 Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement
589 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents
590 Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such
591 termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline.
592 10.6.3. Zoning. Buyer has the Right to Terminate under § 24.1., on or before Due Diligence Documents Objection
593 Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over
594 the Property, in Buyer's sole subjective discretion.
595 10.6.4. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the
596 Property including Phase I and Phase II Environmental Site Assessments, as appiicable. ❑ Seller ® Buyer Will Gray order or
597 provide Phase I Environmental Site Assessment, Phase II Environmental Site Assessment (compliant with most current version
598 of the applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or none otlrer, at the expense of ❑
599 Seller ® Buyer (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an evaluation whether the
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600 Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations must be
601 conducted at such times as are mutually agreeable to min imize the interruption of Seller's and any Seller's tenants' business uses of
602 the Property, if any.
603 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental
604 Inspection Termination Deadline will be extended by 30 days (Extended Environmental Inspection Objection Deadline) and
605 if such Extended Environmental Inspection Objection Deadline extends Beyond the Closing Date, the Closing Date will be extended
606 a like period of time. In such event, ❑ Seller ® Buyer must pay the cost for such Phase II Environmental Site Assessment.
607 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.4., Buyer has the
608 Right to Terminate under § 24.1., on or before Environmental Inspection Termination Deadline. or if applicable, the Extended
609 Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole
610 subjective discretion.
611 Buyer has the Right to Terminate under § 24.1., on or before ADA Evaluation Termination Deadline, based on any
612 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion.
613 10.7. Cond i tiena 1 U pen Sit le of PrepeFty. T-11 Is CgontFaet is conditional upon the sale and clesing 4 that eeFtaio pfep845'
614 owned by Buy
615 the R i0t to Term ' RA-te tinder 24. 1. off-ective upon gel IeF'S FOGSlipt of Buyer's N0660 to T-OFIR ifl8te OR
616
617 eive Bt15FeF'5
618 e�r
619
620 Residential A
621 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned
622 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease
623 or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seiler enter into
624 any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld
625 or delayed.
626 90.10, Lead Based Paint. lintentiaoAlly Deleted See Residential Addendum iffipplieablel
627 10. 11. Car -ban N419flexide Alarms. I intenlionally Deleted See Residential Addendum 'if applienblel
628
629
630 Estoppel Statements Gendili-ans. BUYeF has the ri 1-1 M !a Fe -view and objeet l=6 any Estoppel Statements.
631 fequest ftem all wnants of the Weperty and if ;ereiyed by SeL�f� er OR 9F before Estoppel Statements Dead'
632
633
634
635 !1-44. That said lease is -a A411 for-ee amid effect and that them have been Fie subsequent
636 ao+en4H+e*1s-;
637 11AJ,>
638
639
640 ah
641 demising thepr-emises it aasor ties.
642
643 mem,
644 required 11. 1.
645 - .,
en or befOFO ESCG-��]
646
State m eRts Term *nation Dead e, based -en any wfisatisfaetsFy Estoppel Slatement, ifl BH�'eF'S sole SHbjeetiVe d----
647 Sellef fails to delivef the Estoppel Stateme _A.R, -A.r. be' Slatements Deadline BH5,eF also has the uRilater-al right to
648 Estoppel Statement.
649 1 CLOSING PROVISIONS
650 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.
651 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable
652 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is
653 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a
654 timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seiler will furnish any
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655 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and
656 Seller will sign and complete all customary or reasonably required documents at or before Closing.
657 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ® Are Not executed with
658 this Contract.
659 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as
660 the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to deliver a set of keys for the Property to
661 Buyer. The hour and place of Closing will be as .1.,..7..nated by shall be at the Aspen office of the Closing Company and at a
662 mutually agreeable time (or a time set by the Closing Company if Buyer and Seller cannot agree); provided that, to the extent
663 practicable and acceptable to the Closing Company and/or Buyer's lender, the Closing may occur remotely.
664
665 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between
666 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).
667 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer
668 must assume Seller's obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such
669 leases for the Leased Items accepted by Buyer pursuant to § 2.5.7. (Leased Items).
670 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender
671 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing:
672 special warranty deed ❑ general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed
673 ❑ deed. Seller, provided another deed is not selected, must execute and deliver a good and
674 sufficient special warranty deed to Buyer, at Closing.
675 Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general
676 warranty deed, title will be conveyed "subject to statutory exceptions" as defined in §38-30-113(5)(a), C.R.S.
677 14. PAYMENT OF LIENS AND ENCUMBRANCES. sinless agreed to by Buyer in writing, any amounts owed on any liens
678 or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special
679 improvements installed as of the date of Buyer's signature hereon, whether assessed or not, and previous years' taxes, will be paid
680 at or before Closing by Seller from the proceeds of this transaction or from any other source.
681 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND
682 WITHHOLDING.
683 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required
684 to be paid at Closing, except as otherwise provided herein.
685 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller
686 ® One -Half by Buyer and One -Half by Seller ❑ Other
687 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to
688 promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees
689 associated with or specified in the Status Letter will be paid as follows:
690 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must be paid by ❑ Buyer
691 ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A.
692 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer
693 and One -Half by Seller ❑ N/A.
694 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than
695 Association Assessments as defined in § 16.2. (Association Assessments), reserves or working capital due at Closing must be paid
696 by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A.
697 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by ❑
698 Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A.
699 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half by
700 Buyer and One -Half by Seller ® N/A.
701 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by
702 ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A.
703 15.6, Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing,
704 such as community association fees, developer fees and foundation fees, must be paid at Closing by ❑ Buyer ® Selmer
705 ❑ One -Half by Buyer and One -Half by Seller ❑ N/A.
706 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed
707 $ for:
708 ❑ Water Stock/Certificates ❑ Water District
709 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑
710 and must be paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A.
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711 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be
712 paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A.
713 15.9. FIRPTA and Colorado Withholding.
714 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be
715 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the
716 amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller ❑ IS a foreign
717 person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign
718 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably
719 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to
720 withhold such amount from Seller's proceeds. Seiler should inquire with Seller's tax advisor to determine if withholding applies or
721 if an exemption exists.
722 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds
723 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to
724 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status- If withholding
725 is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's
726 tax advisor to determine if withholding applies or if an exemption exists.
727 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.
728 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided:
729 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes
730 for the year of Closing, based on M Taxes for the Calendar Year Immediately Preceding Closing ® Most Recent Mill Levy
731 and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled
732 veteran exemption or ❑ Other
733 16.1.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will transfer or credit
734 to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in
735 writing of such transfer and of the transferee's name and address.
736 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and
737 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final.
738 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in
739 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance
740 by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer
741 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special
742 assessment assessed prior to Closing Date by the Association will be the obligation of ® Buyer ❑ Seller. Except however, any
743 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether
744 assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seiler represents
745 there are no unpaid regular or special assessments against the Property except the current regular assessments and September and
746 October re uIar assessments that shall be 12aid b Bu er. Association Assessments are subject to change as provided in the Governing
747 Documents.
748 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time,
749 subject to the Leases as set forth in § 10.6.1.1.
750 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally
751 liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of S 1,000 per day (or any part of a day notwithstanding
752 § 3.3., Day) from Possession Date and Possession Time until possession is delivered.
753 GENERAL PROVISIONS
754 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND
755 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the
756 condition existing as of the date of this Contract, ordinary wear and tear excepted.
757 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss
758 prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the
759 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds,
760 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on
761 or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect
762 to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were
763 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any
764 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received
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765 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to
766 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's
767 insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney
768 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such
769 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim.
770 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services),
771 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date
772 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion
773 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or
774 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by
775 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before
776 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the
777 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must
778 not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive
779 Closing.
780 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may
781 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation
782 action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer's
783 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and
784 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value
785 of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price.
786 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the
787 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
788 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that
789 their respective broker has advised that this Contract has important Iegal consequences and has recommended: ( I) legal examination
790 of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal
791 and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded
792 in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be
793 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must
794 be complied with.
795
796 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract.
797 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored
798 or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non -defaulting party
799 has the following remedies:
800 20.1. If Buyer is in Default:
801 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid
802 by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the parties agree the
803 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat
804 this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both.
805 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in 20.1.1, is checked. Seller may
806 cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that
807 the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is
808 fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to
809 perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages.
810 20.2. If Seller is in Default:
811 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case
812 all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper.
813 Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after
814 Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance
815 or damages, or both.
816 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract, to
817 include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or
818 repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such
819 failures to perform under this Contract after Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this
820 Contract are reserved and survive Closing.
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821 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration
822 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all
823 reasonable costs and expenses, including attorney fees, legal fees and expenses.
824 o and is not F8981V8d,
825 must AFst proeeed, in good faith,
826 to res ..i, th di
827 ,
828� - _. - equal ly ;R the cost of such med"im 11--', -'On to media
829 d1Spute4.s__yet-res
830 '
831
832 , .
833 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest
834 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding
835 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective
836 discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest
837 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and
838 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of
839 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one
840 hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest
841 Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time
842 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court.
843 obligation of § 2�'" «"`n; This Section will survive cancellation or termination of this Contract.
844 24. TERMINATION.
845 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the
846 tennination is effective upon the other parry's receipt of a written notice to terminate (Notice to Terminate), provided such written
847 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Tenninate is not received on or
848 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory
849 and waives the Right to Terminate under such provision.
850 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received hereunder is timely
851 returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. and 21.
852 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified
853 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining
854 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms
855 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or
856 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.
857 Any successor to a party receives the ;predecessor's benefits and obligations of this Contract.
858 26. NOTICE, DELIVERY AND CHOICE OF LAW.
859 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in
860 § 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or
861 notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing
862 must be received by the party, not Broker or Brokerage Firm).
863 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in electronic. form to Buyer or
864 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker
865 working with such party (except any notice or delivery after Closing, cancellation or Termination must be received by the party, not
866 Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or arty oNaer electronic platform (I.e.
867 DocuSign, etc.).
868 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address
869 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the
870 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient.
871 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with
872 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property
873 located in Colorado.
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DocuSign Envelope ID: 74D82F99-FC6E-4997-B8D3-DOBC89CC9F4E
874 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and
875 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 26 on or before
876 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and
877 Buyer. A copy of this Contract may be executed by each party, separately and when each parry has executed a copy thereof, such
878 copies taken together are deemed to be a full and complete contract between the parties.
879 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited
880 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance,
881 Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability and
882 Due Diligence.
883 1 ADDITIONAL PROVISIONS AND ATTACHMENTS
884 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate
885 Commission.)
886 A. r1.s,vignnieir_l. Notwithstanding Section 2.2 or anything contained in this Contract to the contrary, Buyer has the right to
887 assign this Contract to a trust, limited liability company or other entity that controls, is controlled by, or under common
888 control with Buyer.
889
890 B. Due Diligence Buyer shall have until Inspection Objection Deadline (the "Due Diligence Period") to satisfy itself as to
891 any matter it deems relevant or advisable to its completing the purchase contemplated by this Contract including, but not
892 limited to, physical inspections of property including investigation of water rights included with sale of property and review
893 of relevant County building and zoning ordinances, Covenants, Conditions and Restrictions of the condominium regime,
894 and regulations, ability to have animals, anything that may affect Buyer's use and enjoyment of the property, etc. To this
895 end, (a) Seller will cooperate with Buyer in supplying upon request any documentation or information Seller can supply at
896 no additional cost or expense to Seller, and (b) Buyer or its designees shall be permitted access to the property at all
897 reasonable times to conduct such examinations and make such tests as Buyer shall deem appropriate. All such examinations
898 or tests shall be at Buyer's expense, and following any such test or examination, the property shall be restored to its condition
899 extant immediately prior to those tests or examinations. If prior to 9:00 p.m., MT, on Inspection Objection Deadline, Buyer
900 notifies Seller or Seller's agent in writing of Buyer's dissatisfaction with any of the aforementioned "Due Diligence" then
901 Buyer at Buyers option, for any reason whatsoever or no reason at all, at Buyer's sole and absolute discretion, may terminate
902 this Contract and all things of value received hereunder shall be immediately returned to Buyer. Additionally, if Buyer does
903 not terminate said Contract but advises Seller in writing that it has found the inspection, or some portion of it, unsatisfactory
904 by 9:00 p.m., MT on Inspection Objection Deadline, and Buyer and Seller cannot come to an agreement in mutual resolution
905 thereof by the Inspection Resolution Deadline, then the provisions of Paragraphs 10.2 & 10.3 of the Contract shaI I apply.
906 If Buyer fails to give any such notice, then this condition to Closing shall be deemed fully satisfied.
907
908 C. E.eerelse of Purchase Option. Buyer and Seller agree and acknowledge that this Contract is being executed in connection
909 with Buyer's exercise of its right to purchase the Premises from Seller ("Purchase Option"), as more particularly described
910 in that Section 2.05(c) of the Aspen Film Lease. In the event that the Closing does not occur, Buyer's Purchase Option shall
911 remain in full force and effect.
912
913 D. Purchase Price. Pursuant to the Aspen Film Lease, the purchase price for the Property shall be equal to the amount of the
914 outstanding principal balance of the Tenant's Basc Rent Allocation (as defined in the Aspen Film Lease). Notwithstanding
915 anything to the contrary contained in the Aspen Film Lease, the Purchase Price as of the Closing Date of October 14, 2022
916 shall be an amount equal to Tenant's Base Rent Allocation as of such date - $2,082,000; plus the net amount due by Buyer
917 to Seller under the Aspen Film Lease - $48,221.11; or $2,130,221.1 1. The Purchase Price shall be adjusted accordingly
918 based on any changes to the Closing Date.
919
920 E. Buyer Financiir . Seller agrees to use commercially reasonable efforts, at Buyer's sole cost and expense and upon
921 reasonable advance request from Buyer, to cooperate with Buyer in connecting with its financing of the Purchase Price.
922
923 E Addidlonal Seller ClogiiLg Deliveries: At Closing, Seller shall deliver or cause to be delivered to the Closing Company the
924 following for recording:
925
926 a. Antendinent to Restrictive Covenants• Nagniaz Ri lift An amendment to that certain Occupancy and Use Deed
927 Restriction, Agreement, and Covenant recorded on February 16, 2007 at Reception No. 534579 whereby Seller
CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 18 of 21
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928 acknowledges and agrees that Section 7 thereof is null and void with respect to the Property, provided that nothing
929 shall affect Section 2 of such document regarding changes to the name of the building.
930
931 b. Termination a Assi tnnent• Proxy Votes. An agreement terminating that certain Assignment of Declarant Rights
932 and Irrevocable Proxy Coupled with an Interest in Voting Rights recorded on February 16, 2007 at Reception No.
933 534580; including, without limitation, a termination of Seller's rights under Section 3 thereof, whereby Seller was
934 appointed attorney -in -fact and proxy with full power of substitution to vote all of the votes in the Isis Theater
935 Condominium Association, Inc. (the "Association").
936
937 c. RETT Exam tion Application. A duly executed and authorized RETT Exemption Application approving the
938 application of Buyer to be exempt from the payment of the 0.5% Wheeler Real Estate Transfer Tax (WRETT) and
939 the 1.0% Housing Real Estate Transfer Tax (HRETT).
940
941 G. Tide Matters. Seller agrees to cooperate with Buyer and the Title Company in removing any matters of record which have
942 terminated, expired, or are otherwise no longer applicable to the Property (or to acknowledge the same in an affidavit
943 recordable in real property records of Pitkin County, Colorado); including, without limitation, the following:
944
945 a. Affidavit Concerning Purchase Options recorded on February 16, 2007 at Reception No. 534582;
946 b. Memorandum of Subleases recorded on February 16, 2007 at Reception No. 534585;
947 c. Corrected Sublease recorded June 20, 2008 as Reception No. 550453;
948 d. Corrected Purchase Option recorded on June 20, 2008 at Reception No. 550454;
949 e. Corrected Purchase Option recorded on June 20, 2008 at Reception No. 550455;
950 f. Site Lease Agreement recorded on October 23, 2020 at Reception No. 669797; and
951 g. Lease Purchase Agreement recorded on October 23, 2020 at Reception No. 669798.
952
953 H. Resi rnution of Directors & Office Seller shall cause all directors and officers of the Association under Seller's control
954 to resign from their respective positions, effective as of the Closing Date, in accordance with the Articles of Incorporation
955 of the Association, the Condominium Declaration for the Isis Theater Condominiums recorded on December 9, 1999 at
956 Reception No. 438433, the Bylaws of the Association, and any rules and regulations of the Association.
957
958 L Authority of Bnyer This Contract is signed by the Executive Director of Seller; provided, however, the Contract and the
959 transactions contemplated hereunder are subject to approval by the board of directors of Buyer. Buyer shall seek approval
960 of its board of directors as soon as reasonably practicable following execution and delivery of this Agreement. Seller shall
961 deliver to Buyer evidence of such approvals promptly upon receipt.
962
963 J. Aspen Fihn Lease Termination. Buyer and Seller agree that the Aspen Film Lease shall be terminated as of Closing. Any
964 amounts due by Buyer to Seller are included in the Purchase Price as set forth in Section 29.D above. Seller agrees to deliver
965 to Buyer at Closing capital reserve funds held by it under the Aspen Film Lease in the amount of $92,431.75.
966
967 K. Section 10.6.1.4. Buyer and Seller agree that Seller shall only be required to provide documents and information set forth
968 in Section 10.6.1.4 that is in its possession.
969
970 L. 7711e Contnanv. Buyer and Seller agree that the Title Company shall be Rose Title Inc. (Aspen, CO).
971 30. OTHER DOCUMENTS.
972 30.1. Documents Part of Contract. The following documents are a part of this Contract: None.
973
974 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract:
975 None.
976
977
978
979
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980
981
982
983
984
SIGNATURES
Buyer's Name: Independent Films, Inc., Buyer's Name:
a Colorado nonprofit corporation
By: `. 9/28/22
Buyer's Signature( Date Buyer's Signature
Print Name: Susan Wrubel Executive Director
Address: 110 E. Hallam Street, Ste 103
Aspen, CC) 81611
Phone No.:
Fax No.:
Email Address:
Address:
Phone No.:
Fax No.:
Email Address:
[NOTE: If this offer is being countered or rejected, do not sign this document.]
Seller's Name: City of Aspen, a home -rule city and political Seller's Name:
subdivision of the State of Colorado
rS�0
Docu$iQnod by:
, a, vet- 9/29/2022 l 2:
>3v:
Seller's Signature Date
Print Name: Sara G. Ott, City Manager
427 Rio Grande Place
Address: Aspen, CO 81611
01:58 PM PDT
Date
Seller's Signature Date
Address:
Phone No.: 970-920-5083 Phone No.:
Fax No.: Fax No.:
Email Address: Sara.ott@aspen.gov Email Address:
END O�CO NTRACT �TOUY AND SEL�RE ALESTATE
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CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 20 of 21
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CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 21 of 21