HomeMy WebLinkAboutresolution.council.099-18 RESOLUTION 99
(Series of 2018)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND 517 EAST HOPKINS
ASPEN LLC., AND AUTHORIZING STAFF TO CONDUCT A DUE DILIGENCE
INVESTIGATION OF THE PROPOSAL.
WHEREAS, there has been submitted to the City Council-acontract for Purchase of Real Estate
by and between the City of Aspen and 517 East Hopkins Aspen LLC. True and accurate copies
of the contract and an addendum are attached hereto as "Exhibits "A" and "B"; and,
WHEREAS, such contract is specifically conditioned upon the approval of City Council.
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 Contract between the
City of Aspen and 517 East Hopkins Aspen LLC; copies of which contract and addendum are
annexed hereto and incorporated herein, and does hereby authorize the City Manager to provide
notice to the Seller of the Council's approval of such contract as provided in paragraph 27,
thereof. Further, Council hereby directs staff to perform such due diligence as staff feels is
appropriate regarding such purchase and to report such efforts to Council no later than forty-five
days from the date of this resolution.
INTRODUCED, READ AND ADOPTED by the-City C un I of thedf on
the 2nd of July, 2018.
Steven Skadron, ayor
I, Linda Manning, duly appointed and acting City Clerk do c ify that the foregoing is a
true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held on the 2nd of July, 2018.
V�A A A AP
' t
L da Manning, City Clerk
Exhibit A
1 m
The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Comission.
2 1 (CBS3-6-15)(Mandatory i-16)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSEL_BEFORE SIGNING.
6
7 COA'TRACT TO BUY AND SELL REAL ESTATE
8 (COMMERCIAL)
9 (®Property with No Residences)
10 (❑ Property with Residences-Residential Addendum Attached)
I1
12 Date:6/142018
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. Buyer,City of Aspen. will take title to the Property described below
18 �,
19 21. No Assignability. This Contract Is Not assignable by Buyer unless otherwise specified in Additional Provisions.
20 23. Seller. Seller,517 East Hopkins Aspen.LLC-is the current owner of the Property described below.
21 2.4. Property. The Property is the following legally described real estate in the County of Pitkin,Colorado:
22
23 A condominiumized portion of Lots D,E and F,Block 94,City and Townsite of Aspen,County of Pitkin,State of Colorado.as
24 more fully described in Section 30 hereof,
25 .
26
27 known as No.517 East Hookins Avenue,Aspen.CO 81611
28 Street Address City State Zip
29 together with the interests,easements,rights, benefits, improvements and attached fixtures appurtenant thereto,and all interest of
30 .Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property).
31 2.5. Inclusions. The Purchase Price includes the following items(Inclusions):
32 25.1. Inclusions— Attached. if attached to the Property on the date of this Contract, the following items are
33 included unless excluded under Exclusions:lighting,heating.plumbing,ventilating and air conditioning units,TV antennas,inside
34 telephone,network and coaxial(cable)wiring and connecting blockslacks,plants,mirrors,floor coverings,intercom systems,buih-
35 in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories), garage door openers
36. (including my remote controls).If checked,the following are owned by the Seller and included(]eased items should be listed under
37 Due Diligence Documents): [J— None [3 Solar Panels El Water Softeners ❑ Security Systems ❑ Satellite Systems
38 (including satellite dishes).If any additional items are attached to the Property after the date of this Contract,such additional items
39 are also included in the Purchase Price.
40 2.51. Inclusions—Not Attached. If on the Property, whether attached or not,on the date of this Contract,the
41 following items are included unless excluded under Exclusions:storm windows,storm doors,window and porch shades,awnings,
42 blinds, screens,window coverings and treatments, curtain rods,drapery rods, fireplace inserts, fireplace screens, fireplace grates,
43 heating stoves,storage.sheds,carbon monoxide alarms,smoke(fire detectors and all keys. '
44 2.53- Personal Property—Conveyance. Any personal property must be conveyed at Closing by Seller fixe and
45 clear of all taxes(except personal property taxes for the year of Closing),liens and encumbrances,exceptNom. Conveyance of all
46 personal property will be by bill of sale or other applicable legal instrument.
47 2.5.4. Other Inclusions. The following items, whether fixtures or personal property, are also included in the
48 Purchase Price:Those aimurtenant to the Property including all owner/tentant improvements
49
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51 2.5.5. Parking and Storage Facilities. ❑Use Only ®Ownership of the following parking facilities:
52 those aoourtenant to the Property and ❑ Use Only ®Ownership of the following storage facilities: those aoourtenant to the
53 Pro elm.
54 2.6. Exclusions. The following items are excluded(Exclusions):Nonc
55
56
57 2.7. Water Rights,Well Rights,Water and Sewer Taps.
58 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights:N/A
59
60
61 Any deeded water rights will be conveyed by a good and sufficient deed at Closing.
62 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in§§2.7.1,2.7.3,2.7.4
63 and 2.7.5,will be transferred to Buyer at Closing:N/A
64
65
66 ❑ 2.73. Well Rights. Seller agrees to supply required information to Buyer about the well.Buyer understands that if
67 the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well,"used for ordinary household purposes,
68 Buyer must,prior to or at Closing,complete a Change in Ownership form for the well.If an existing well has not been registered
69 with the Colorado Division.of Water Resources in the Department of Natural Resources (Division), Buyer most complete a
70 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in
71 connection with the transaction,Buyer must file the form with the Division within sixty days after Closing. The Well Permit#is
72 N/A.
73 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows:N/A
74
75
76 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to§2.72(Other Rights Relating to Water),
77 §2.7.3(Well Rights),or§2.7.4(Water Stock Certificates),Seller agrees to convey such rights to Buyer by executing the applicable
78 legal instrument at Closing.
79 3. DATES AND DEADLINES.
Item Reference Event Date or Deadline
No.
1 $4.3 I Alternative Earnest Money Deadline 3 business days atter NEC
Title
2 $8.1 Record Title Deadline 7 days after NEC
3 $8.2 Record Title Objection Deadline 21 days after MEC
4 §83 Off-Record Title Deadline 7 days after MEC
5 §8.3 Off-Record Tide Objection Deadline 21 days after MEC
6 8.4 Title Resolution Deadline 25 days after NEC
7 8.6 Right of First Refusal Deadline N/A
Owners'Association =_ :;•_i:,j _'-_ - - -
8 §7.3 Association Documents Deadline
9 $7.4 1 Association Documents Objection Deadline
Seller's Property Disclosure
10 10.1 I Seller's Property Disclosure Deadline 7 days after NEC
Loan and Credit
11 $5.1 1 Loan Application Deadline N/A
12 5.2 I Loan Objection Deadline N/A
Buyer's Credit Information Deadline N/A
It, 53 Disapproval of Buyer's Credit Information Deadline NIA
15 $5.4 Existing Loan Documents Deadline N/A
16 1 $5.4 1 Existing Loan Documents Objection Deadline NIA
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Item Reference Event Date or Deadline
No.
17 5.4 Loan Transfer Approval Deadline - N/A
18 4.7 Seller or Private Financing Deadline N/A
plinisal
19 F 6.2 Appraisal Deadline N/A T - _
20 46.2 Appraisal Objection Deadline N/A
21 §6.2 Appraisal Resolution Deadline N/A
survey «tx.:y "n�7�•;:pu-1 (!k'n'`` ffya,{�,.r,
22 $9.1 New ILC or New Survey Deadline 14 days after MEC
23 $9.3 New ELC or New Survey Objection Deadline 21 days after NEC
24 49.4 New ILC or New Survey Resolution Deadline 25 days after MEC
Inspection and Due Diligence "_'- �;.•1,:: .1.,•2F;::",;'?.r
25 10.3. Inspection Objection Deadline 45 days after MEC
26 & 10-3 Inspection Resolution Deadline 50 days after NEC
27 § 10.5 Property Insurance Objection Deadline 45 davs after MEC
28 F 10.6 Due Diligence Documents Delivery Deadline 7 days after MEC
29 F 10.6 Due Diligence Documents Objection Deadline 45'da s after MEC
30 & 10.6 Due Diligence Documents Resolution Deadline 50 days after MEC
31 § 10.6 Environmental Inspection Objection Deadline N/A
32 .10.6 ADA Evaluation Objection Deadline N/A
33 § 10.7 Conditional Sale Deadline N/A
34 F 11.1 Tenant Estoppel Statements Deadline N/A
35 F 112 Tenant Estoppel Statements Objection Deadline N/A
I
Closing and Possession r•�s ��, "�. n•
36 § 12.3 Closing Date See Section�30
37 1 15 17 1 Possession Date Closing Date
38 17 Possession Time Upon delivery of deed
39 F 28 Acceptance Deadline Date 6/15/2018
40 428 Acce tance Deadline Time 5:00 PM MDT
80 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies.Any box,blank
81 or line in this Contract left blank or completed with the abbreviation"N/A",or the word"Deleted"means such provision,including
82 any deadline,is not applicable and the corresponding provision of this Contract to which reference is made is deleted.If no box is
83 checked in a provision that contains a selection of"None",such provision means that"None"applies.
84 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract.
85 4. PURCHASE PRICE AND TERMS.
86 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: ,
Item Reference Item Amount Amount
\o.
1 F4.1 Purchase Price I S 23,000,000.00 :
2 F 4.3 Earnest Money E 250000000
3 F4.5 New Loanrcrr*.r ;r_- ;. $
o:.;
4 F 4.6 Assumption Balance N l I'_i^.'>! *,?.�'•:�r';..F.%
5 F 4.7 I Private Financing S
6 4.7 1 Seller Financing`,r tw.7€* S
7
8
9 $4.4 Cash at Closing5'1Yf :E: ; ',`(•i"'Mt; x.:' S 20,500,000.00
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87 4.2. Seller Concession. At Closing;Seller will credit to Buyer S
88 he used fef any Buyef fee,east;AaW OF eWORdiRffe;a OW emen;the afneuBt is allowed by the BuyeF's lendef and is inall3apa
89 in !he Closing Stmemeat eF Glasing E)isejas�, ah Glosiag. Examples of allowable items to be paid fQF by the Selle
90 COOMSiOR inelude,but�e;191 iiif4ted i9i RayeF's 9109"Fig 88516, l8m diSeOtfflt Paints, leaR efigiaaiiea fees,p�paid itefas and
91
92 eFedit BuyeF elsewhere in this Gomm .
93 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of a Good Funds will be payable to
94 and held by the Title Insurance Companv in Section 1I.I.I (Earnest Money Holder), in its trust account on behalf of both
95 Seller and Buyer. One-half of the Earnest Money shall be paid by Buyer on the Alternative Earnest Money Deadline,and the
96 other one-half shall be paid by Buyer within two business days after the expiration of the Inspection Resolution Deadline. The
97 Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative
98 Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company
99 conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to
100 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to
101 Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with
102 the Earnest Money Holder in this transaction will be transferred to such fund.
103 43.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at
IN the time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline. See Section 4.3 above.
105 43.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled
106 to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in §25 and, except as
107 provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees
108 to execute and return to Buyer or Broker working with Buyer,written mutual instructions(e.g.,Earnest Money Release form),
109 within three days of Seller's receipt of such form.
110 4.4. Form of Funds;Time of Payment;Available Funds.
111 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at
112 Closing and closing costs,must be in funds that comply with all applicable Colorado laws, including electronic transfer funds,
113 certified check,savings and loan teller's check and cashier's check(Good Funds).
114 4.4.2. Time of Payment;Available Funds. All funds, including the Purchase Price to be paid by Buyer,must
115 be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company
116 at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this
117 Contract, ® Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the
118 amount stated as Cash at Closing in§4.1.
119 4.5. New Loan.(Omined as inapplicable)
120
121 4,6. Assumption. (Omitted as inapplicable)
122 4.7. Seller or Private Financing. (Omitted as inapplicable)
123
124 TRANSACTION PROVISIONS
125 5. FINANCING CONDITIONS AND OBLIGATIONS.(Omitted as inapplicable)
126 5.3. Credit Information. (Omitted as inapplicable)
127 5.4. Existing Loan Review. (Omitted as inapplicable)
128 6. APPRAISAL PROVISIONS. (Omitted as inapplicable)
129
130
131
132
133 INTEREST.COMMUNITY AND IC SUB E—Wr TO CV v FOR
V A
134 OF THE ODADDOTV lilrr r CC DCl11,IDCD To DO ♦ I IDCD
135
136
137
138
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135
136
137
138
139
140
141
142
143
144
145
146 AS69664Fi6Fi.
147
148 4-
epe
149 '
150
151
152 the dale
' nutes,ifany '
153 e '
154 ;24 AL,Mast Feeen!fifiefleial dDe-imeals...high eRnsist A(1)aanual and mes;Fesent balanee sheet;(33)matial
155
156
157 7J, Association Pseameats 0 Buyer.
158
159
160
161 pee .
162 74, GORditlesial an Buyer's Review. BuyeF has the Fight le pek-6 to
163 '
164
165
166
167
168
169 Temiante 'thin st,A time-Ruyei:aeaep4s;he pm,oisisFis of Shp Asweiatien peetiments as safisfaeiee�,,and Buyeic waives any Right
170 W4 i0fl,
. o
171 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE.
172 8.1. Evidence of Record Title.
173 ® 8:1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the tide insurance
174 company to furnish the owner's title insurance policy at Seller's expense.On or before Record Title Deadline,Seller must furnish
175 to Buyer,a current commitment for an owner's title insurance policy(Tide Commitment),in an amount equal to the Purchase Price,
176 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
177 and delivered to Buyer as soon as practicable at or after Closing.
178 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the tide insurance
179 company to famish the owner's title insunmoe policy at Buyer's expense.On or before Record Title Deadline,Buyer must famish to
180 Seller;a current commitment for owner's title insurance policy(Tale Commitment),in an amount equal to the Purchase Price.
181 If neither box in'§ 8.1.1 or§8.L2 is checked,§8.1.1 applies.
182 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will ❑ Will Not contain Owner's
183 Extended Coverage(OEC).If the Title Commitment is to contain OEC,it will commit to delete or insure over the standard exceptions
184 which relate to:(1)parties in possession, (2)unrecorded eaxments,(3)survey matters, (4)unrecorded mechanics' liens. (5)gap
185 period(period between the effective date and time of commitment to the date and time the deed is recorded),and(6)unpaid taxes,
186 assessments and unredeemed tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by ❑
187 Buyer ®Seller❑One-Half by Buyer and One-Half by Seller ❑Other
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188 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may'not provide OEC or delete or insure over
189 any or all of the standard exceptions for OEC.The Title Insurance Company may require a New Survey or New ILC,defined below,
190 among other requirements for OEC.If the Title Insurance Commitment is not satisfactory to Buyer,Buyer has a right to object under
191 §8.4(Right to Object to Title,Resolution).
192 8.1.4. Title Documents.Title Documents consist of the following:(I)copies of any plats,declarations,covenants,
193 conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of such
194 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title
195 Documents).
196 S.I.S. Copies of Title Documents. Buyer must receive,on or before Record Title Deadline, copies of all Title
197 Documents.This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county
198 where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense of the
199 parry or parties obligated to pay for the owner's title insurance policy.
200
201 PeRien 89theProperty(%bsu;a _rrtle)i
202 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the
203 Title Documents as set forth in§8.4(Right to Object to Title,Resolution)on or before Record Title Objection Deadline.Buyer's
204 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title,notwithstanding§ 13,or
205 any other unsatisfactory tide condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title
206 Documents are not received by Buyer,on or before the Record Title Deadline,or ifthere is an endorsement to the Title Commitment
207 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to
208 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
209 required Title Document not timely received by Buyer,(2)my change to the Abstract of Tide,Title Commitment orTitle Documents,
210 or(3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection,
211 pursuant to this§8.2(Record Title),any title objection by Buyer is governed by the provisions set forth in§8.4(Right to Object to
212 Title,Resolution).If Seller has fulfilled all Seller's obligations,if my,to deliver to Buyer all documents required by-§8.1 (Evidence
213 of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline
214 specified above,Buyer accepts the condition of title as disclosed by the Abstract of Title,Title Commitment and Title Documents
215 as satisfactory.
216 83. Off-Record Title. Seller must deliver to Buyer,on or before Off-Record Tide Deadline,true copies of all existing
217 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements,liens(including,without limitation.
218 governmental improvements approved,but not yet installed)or other title matters(including,without limitation,rights of fust refusal
219 and options)not shown by public records,of which Seller has actual knowledge(Off-Record Matters).Buyer has the right to inspect
220 the Property to investigate if any third parry has any right in the Property not shown by public records(e.g., unrecorded easement,
221 boundary line discrepancy or water rights).Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition
222 (whether disclosed by Seller or revealed by such inspection,notwithstanding§82 and§ 13),in Buyer's sole subjective discretion,
223 must be received by Seller on or before Off-Record Title Objection Deadline.If an Off-Record Matter is received by Buyer after the
224 Off-Record Title Deadline,Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such
225 Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§8.3(Off-Record
226 Title), any title objection by Buyer and this Contract are governed by the provisions set forth in § 8.4(Right to Object to Title,
227 Resolution).If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified
228 above,Buyer accepts title subject to such rights,if any,of third parties of which Buyer has actual knowledge.
229 8.4. Right to Object to Title,Resolution. Buyer's right to object to any title matters includes,but is not limited to those
230 matters set forth in§§8.2(Record Title),8.3(Off-Record Title)and 13(Transfer of Title),in Buyer's sole subjective discretion.If
231 Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following options:
232 8.4.1. Title Objection,Resolution, If Seller receives Buyer's written notice objecting to any title matter(Notice of
233 Title Objection)on or before the applicable deadline,and if Buyer and Seller have not agreed to a written settlement thereof on or
234 before Title Resolution Deadline,this Contract will terminate on the expiration of Title Resolution Deadline,unless Sellerreceives
235 Buyer's written withdrawal of Buyer's Notice of Title Objection(i.e.,Buyer's written notice to waive objection to such items and
236 waives the Right to Terminate for that reason),on or before expiration of Title Resolution Deadline. If either the Record Title
237 Deadline or the Off-Record Title Deadline,or both,are extended to the earlier of Closing or ten days after receipt of the applicable
238 documents by Buyer, pursuant to §8.2 (Record Title) or §8.3 (Off-Record Title), the Title Resolution Deadline also will be
239 automatically mended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents;or
240 8.4.2. Title Objection,Right to Terminate. Buyer may exercise the Right to Terminate under§25.1,on or before
241 the applicable deadline,based on any unsatisfactory title matter;in Buyer's sole subjective discretion.
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242 B.S. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION
243 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE
244 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
245 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
246 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH
247 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE
248 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY 1S LOCATED BY CONTACTING THE COUNTY
249 TREASURER, By REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING
250 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND
251 RECORDER,OR THE COUNTY ASSESSOR
252 Buyer has the Right to Terminate under §25.1, on or before Ott-Record Title Objection Deadline, based on any
253 unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole subjective discretion.
254 8.6. Right of First Refusal or Contract Approval. (Omitted as inapplicable)
255 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
256 carefully. Additionally,other matters not reflected in the Title Documents may affect the title,ownership and use of the Property,
257 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations,
258 unrecorded easements and claims of easements,leases and other unrecorded agreements,water on or under the Property,and various
259 laws and governmental regulations concerning land use,development and environmental matters.
260 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE
261 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE,AND TRANSFER OF
262 THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER
263 RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL,GAS,OTHER MINERALS,GEOTHERMAL
264 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY,WHICH INTERESTS MAY GIVE THEM
265 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL,
266 GAS OR WATER
267 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY
268 TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A
269 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND
270 RECORDER
271 8.73. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT
272 ' TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING,WELL COMPLETION
273 OPERATIONS, STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING
274 OF CURRENT WELLS,AND GAS GATHERING AND PROCESSING FACILITIES.
275 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL
276 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING
277 DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL
278 AND GAS CONSERVATION COMMISSION.
279 8.7.5. Title Insurance Exclusions. Matters set forth in this Section,and others,may be excepted,excluded from,
280 or not covered by the owner's title insurance policy.
281 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are
282 strict time limits provided in this Contract(e.g.,Record Title Objection Deadline and Off-Record Title Objection Deadline).
283 9. NEW ILC,NEW SURVEY.
284 9.1. New ILC or New Survey. If the box is checked, a ❑ New Improvement Location Certificate (New TLC)
285 ®New Survey in the form of an Improvement Survey Plat is required and the following will apply: '
286 9.1.1. Ordering of New TLC or New Survey. ® Seller ❑ Buyer will order the New ILC or New Survey.The
287 New ILC or New Survey may also be a previous LLC or survey that is in the above-required forth,certified and updated as of a date
288 after the date of this Contract. '
289 9.1.2. . Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid,on or before
290 Closing,by: E Seller ❑Buyer or:
291
292
293 9.13. Delivery of New ILC or New Survey. Buyer,Seller,the issuer of the Title Commitment(or the provider of
294 the opinion of title if an Abstract of Title),and Buyer's attomev will receive a New ILC or New Survey on or before New ILC or -
295 New Survey Deadline.
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296 9.1.4. Certification of New ILC or New Survey, The New ILC or New Survey%viH be certified by the surveyor
297 to all those who are to receive the New ILC or New Survey.
298 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New
299 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New
300 Survey Objection Deadline.Buyer may, in Buyer's sole subjective discretion,waive a New ILC or New Survey if done prior to
301 Seller incurring any cost for the same.
302 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey.If the
303 New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer
304 may,on or before New ILC or New Survey Objection Deadline,notwithstanding§8.3 or§13:.
305 93.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or
306 93.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be
307 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct.
308 933. New ILC or New Survey Resolution. If New ILC or New Survey Objection is received by Seller,on or
309 before New ILC or New Survey Objection Deadline,and if Buyer and Seller have not agreed in writing to a settlement thereof on
310 or before New ILC or New Survey Resolution Deadline,this Contract will terminate on expiration of the New ILC or New Survey
311 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such
312 termination,i.e.,on or before expiration of New ILC or New Survey Resolution Deadline.
313 1 DISCLOSURE,INSPECTION AND DUE DILIGENCE
314 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY,INSURABILITY AND DUE DILIGENCE.
315 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline,Seller agrees In deliver to Buyer
316 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller
317 to Seller's actual knowledge,current as of the date of this Contract.
318 10.2. Disclosure of Latent Defects; Present Condition. Seller must disclose to Buyer any latent defects actually known
319 by Seller. Seller agrees that disclosure of latent defects will be in writing. Except as otherwise provided in this Contract, Buyer
320 acknowledges that Seller is conveying the Property to Buyer in an"As IS"condition,"Where Is"and"With All Faults."
321 103. Inspection. Unless otherwise provided in this Contract,.Buyer,acting in good faith,has the fight to have inspections
322 (by one or more third parties,personally or both)of the Property and Inclusions(Inspection),at Buyer's expense.If(1)the physical
323 condition of the Property,including,but not limited to,the roof,walls,structural integrity of the Property,the electrical,plumbing,
324 HVAC and other mechanical systems of the Property, (2) the physical condition of the inclusions, (3) service to the Property
325 (including utilities and communication services), systems and components of the Property(e.g., heating and plumbing), (4) any
326 proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or noise(whether on or off the
327 Property)and its effect or expected effect on the Property or its occupants is unsatisfactory,in Buyer's sole subjective discretion,
328 Buyer may,on or before Inspection Objection Deadline:
329 103.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or
330 103.2. luspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that
331 Buyer requires Seller to correct.
332 1033. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection Objection
333 Deadline,and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,
334 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection
335 Objection before such termination,i.e.,on or before expiration of Inspection Resolution Deadline.
336 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement
337 between the parties,is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at
338 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer
339 must not permit claims or liens of any kind against the Property for Work performed on the Property.Buyer agrees to indemnify,
340 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such
341 Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against
342 any such liability, damage; cost or expense,or to enforce this section, including Seller's reasonable attorney fees, legal fees and
343 expenses. The provisions of this section survive the termination of this Contract. This § 10.4 does not apply to items performed
344 pursuant to an Inspection Resolution.
345 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for
346 property insurance(Property Insurance).Buyer has the Right to Terminate under§25.1,on or before Property Insurance Objection
347 Deadline,based on any unsatisfactory provision of the Property Insurance,in Buyer's sole subjective discretion.
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348 10.6. Due Diligence.
349 10.6.1. Due Diligence Documents. If the respective box is checked,Seller agrees to deliver copies of the following
350 documents and information pertaining to the Property(Due Diligence Document's)to Buyer on or before Due Diligence Documents
351 Delivery Deadline:
352 ❑ 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property;
353 ❑ 10.6.1.2. Property tax bills for the last n/a years;
354 ❑ 10.6.13. As-built construction plans to the Property and the tenant improvements, including architectural,
355 electrical, mechanical, and structural systems; engineering reports; and permanent Certificates of Occupancy,to the extent now
356 available;
357 ® 10.6.1.4. A list of all Inclusions to be conveyed to Buyer;
358 ❑ 10.6.1.5. Operating statements for the past years;
359 ❑- 10.6.1.6. A rent roll accurate and correct to the date of this Contract,
360 ❑ 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the
361 Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases):The
362 Property will be delivered to Buyer at Closing free and clear of any tenants or occupants.
363 ® 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet
364 completedand capital improvement work either scheduled or in process on the date of this Contract;
365 ® 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made
366 for the past 5 years;
367 ® 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the Property(if not delivered
368 earlier under§83);
369 ® 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports,
370 letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or
371 other toxic,hazardous or contaminated substances,and/or underground storage tanks and/or radon gas.If no reports are in Seller's
372 possession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller,
373 ❑ 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of the
374 Property with said Act; -
375 ® 10.6.1.13. All permits,licenses and other building or use authorizations issued by any governmental authority
376 with jurisdiction over the Property and written notice of any violation of any such permits,licenses on use authorizations,if any;and
377 ❑ 10.6.1.14. Other documents and infonnation:
378
379 Seller's obligation to deliver the Due Diligence Documents set forth above shall be limited to those documents in existence as of the
380 MEC Date hereof,and which are in the possession of Seller.
381
382 10.62. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due Diligence
383 Documents.If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective discretion,
384 Buyer may,on or before Due Diligence Documents Objection Deadline:
395 10.62.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or
386 10.62.2. Due Diligence.Document Objection. Deliver to Seller a written description of any unsatisfactory '
387 Due Diligence Documents that Buyer requires Seller to correct.
388 10.623. Due Diligence Document Resolution. If a Due Diligence Document Objection is received by
389 Seller,on or before Due Diligence Document Objection Deadline,and if Buyer and Seller have not agreed in writing to a settlement
390 thereof on or before Due Diligence Document Resolution Deadline,this Contract will terminate on Due Diligence Document
391 Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Document Objection before such
392 .termination,i.e.,on or before expiration of Due Diligence Document Resolution Deadline.
393 10.63. Zoning. Buyer has the Right to Terminate under§25.1,on or before Due Diligence Documents Objection
394 Deadline,based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over
395 the Property,in Buyer's sole subjective discretion.
396 10.6.4. Due Diligence— Environmental, ADA. Buyer has the right to obtain environmental inspections of the
397 Property including Phase I and Phase 11 Environmental Site Assessments,as applicable. ❑Seller 0 Buyer will order or provide
398 ❑Phase 1 Environmental Site Assessment,❑Phase 11 Environmental Site Assessment(compliant with most current version
399 of the applicable ASTM E1527 standard practices for Environmental Site Assessments)and/or❑
400 at the expense of ❑Seller ® Buyer(Environmental Inspection).In addition,Buyer,at Buyer's expense,may also conduct an
401 evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and
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402 evaluations must be conducted at such times as arc mutually agreeable to minimize the interruption of Seller's and any Seller's
403 tenants'business uses of the Property,if any.
409 lfauye0sllhase 1 EAviFeameRtal Site Assessment Feeammends a Phase 11 EnviFeamental Site Assessmem;&he Environmental
405 IaspeetienObjeetion Deadline-bill be emended by days—(Cvaeaded gnvimaFneatal inspeetion
406 GbjestioR Deadline) afid if sugh RMAHOlk -Aa-a FanmenW inspeetien ()bjemiea Deadline eieteAds beyond the
Closing Date, the
407 Closing h Phar_ nn
408
409 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.5,Buyer has the
410 Right to Terminate under § 25.1, on or before Environmental Inspection Objection Deadlin , OF if applisable, the E?"Rded
411 , based on any unsatisfactory results of Environmental Inspection, in Buyer's sole
412 subjective discretion.
413 Buyerhas the Right to Terminate under§25.I,on or before ADA Evaluation Objection Deadline,based on my unsatisfactory
414 ADA Evaluation,in Buyer's sole subjective discretion.
415 10.7. Conditional Upon Sale of Property.(Omitted as inapplicable)
416 10.8. Existing Leases;Modification of Existing Leases;New Leases. (Omitted as inapplicable
417
418 BS diS81850d in the 6ease op ethef"!in&Roeik-Od 165-8U5'AF-S6IIeF VAII HSI affiMd,al!SF,Modify,NAME!BF GaReel"'Of thS 1.0aseS
419 "_�:.,,•",Seller will not enter into any new leases affecting the Property which shall be in effect as of the Closing Date.
420 .
421 !1-!- -T-enant Estoppel Statements GenditiaHs. RwyeF has the Fight to�eviewamnd ebjeet;e any As4eppei lisatements.Sellef
422
423
424 ;11 1 The___________.date_r.h_r _ase_
425 H.W. TMS .,4d I-Pas, k 'A. fi-1, fame and effies4 and that then have beea no subsequent Faedifleatoefts—w
426 amendments;
427 111.11:3. The�em!afany adl%�ae FORMIS Paid,F810 68BBeSSiORS-�WOH,and deposits paid;a GelieF
428 11.1.4. The___ ._.SfMeRthly y(___.h_____,:_.,t_____d)___._,__:d._Sellep
429 _s_o__:d Lease b..I__„__d_____..___..__ '
430 13 3-6U24 the I_..._40 which the r..___ol:__..,,ghed is_tFue _ _ d___ ,_
r .ory-ef the Lease n
431 the premises it deseFibes.
432 s Objee.,__ o.. _ 4_. the Right is TeRfAnaia andef
433 Estoppel Sweisents Objeefian Deadline,based an,aRy iinsatistaoiefy Estoppel Statement,in litkyeF's sole subjeeiiYe dissFetie",
434
433
436 CLOSING PROVISIONS
437 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING.
438 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable
439 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is
440 obtaining a new loan to purchase the Property,Buyer acknowledges Buyer's tender is required to provide the Closing Company,in
441 a timely manner,all required loan documents and financial information concerning Buyer's new loan.Buyer and Seller will furnish
442 any additional information and documents required by Closing Company that will be necessary to complete this transaction.Buyer
443 and Seller will sign and complete all customary or reasonably required documents at or before Closing.
444 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ® Are Not executed with
445 this Contract.
446 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the date specified as
447 the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by
448 Pitkin County Title.Inc.(herein.the"Title Comoanv").
449 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs,quality,and extent of service vary between
450 different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies).
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451 13. TRANSFER OF TITLE. Subjectto tender of payment at Closing as required herein and compliance by Buyer with the other
452 terms and provisions hereof, Seller must execute and deliver a good and sufficient Special Warranty deed to Buyer, at Closing,
453 conveying the Property free and clear of all taxes except the general taxes for the year of Closing.Except as provided herein,title
454 will be conveyed free and clear of all liens,including any governmental liens for special improvements installed as of the date of
455 Buyer's signature hereon,whether assessed or not.Title will be conveyed subject to:
456 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted
457 by Buyer in accordance with Record Title,
458 13.2. Distribution utility easements(including cable TV),
459 133. Those specifically described rights of third parties not shown by the public records of which Buyer has actual
460 knowledge and which were accepted by Buyer in accordance with Off-Record Title and New ILC or New Survey,
461 13.4. Inclusion of the Property within any special taxing district,and
462 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon, whether
463 assessed prior to or after Closing,and
464 13.6. Other
465 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the
466 proceeds of this transaction or from any other source.
467 IS. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES.
468 15.1. Closing Costs. Buyer.and Seller must pay,in Good Funds,their respective closing costs and all other items required
469 to be paid at Closing,except as otherwise provided herein.
470 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller
471 ®One-Halt by Buyer and One-Half by Seller ❑ Other
472 153. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of assessments'
473 (Status Letter)must be paid by ®None ❑Buyer E]Seller ❑One-Half by Buyer and One-Half by Seller.Any record change
474 fee assessed by the Associationincluding,but not limited to,ownership record transfer fees regardless of name or title of such fee
475 (Association's Record Change Fee)must be paid by ® None ❑ Buyer ❑ Seller ❑ One,Half by Buyer and One-Half by
416 Seller.
477 15.4. Local Transfer Tax. ® The Local Transfer Tax of Sea Section 30.A. Additional Provisions% of the Purchase
478 Price must be paid at Closing by ❑None ®Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller.
479 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing,such
480 as community association fees, developer fees and foundation fees, must be paid at Closing by ® None ❑ Buyer ❑ Seller
481 ❑One-Half by Buyer and One-Half by Seller.The Private Transfer fee,whether one or more,is for the following association(s):
482 - in the total amount of %of the Purchase Price or E_
483 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees,as of the date of this Contract,do not exceed
484 S for:
485 ❑Water Stock/Certificates ❑'Water District
486 ❑Augmentation Membership ❑ Small Domestic Water Company ❑
487 and must be paid at Closing by ®None ❑Buyer E]Seller C]One-Half by Buyer and One-Half by Seller.
488 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by
489 ®None ❑Buyer ❑Seller ❑One-Half byBuyer andOne•Half by Seller.
490 16. PRORATIONS. The following will be prorated to the Closing Date,except as otherwise provided:
491 16.1. Taxes. Personal property taxes,if any,special taxing district assessments,if any,and general real estate takes for the
492 year of Closing, based on ❑Taxes for the Calendar Year Immediately Preceding Closing [R Most Recent Mill Levy and
493 Most Recent Assessed Valuation,adjusted by any applicable qualifying seniors property tax exemption,qualifying disabled veteran
494 exemption or ❑ Other_
495 163. Rents. (Omitted as inapplicable)
496 163. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in
497 advance will be credited to Seller at Closing.Cash reserves held out of the regular Association Assessments for deferred maintenance
498 by the Association will not be credited to Seller exceptas may be otherwise provided by the Governing Documents. Buyer
499 acknowledges that Buyer may be obligated to pay the Association,at Closing,an amount for reserves or working capital.Any special
500 assessment assessed prior to Closing Date by the Association will be the obligation of ❑Buyer ®Seller:Except however,any
501 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon,whether
502 assessed prior to or after Closing,will be the obligation of Seller.Seller represents that the Assesiatien Assessrnews-�
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503 ' °T 2ff Bad tha;there are no unpaid regular or special assessments against the Property
504 "ssmentsand Such assessments are subject to change as provided in the Governing Documents.Seller agrees to promptly
505 request the Association to deliver to Buyer before Closing Date a current Scotus Letter.
506 16.4. Other Proretions. Water and sewer charges,propane,interest on continuing loan,and any onaoina services or
507tila ities.
508 ' 165. Final Settlement. Unless otherwise agreed in writing,these proration are final.
509 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time,subject to the
510 Leases as set forth in§ 10.6.1.7.
511 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable
512 to Buyer for payment of S 1.000.00 per day(or any part of a day notwithstanding § I$A) from Possession Date and Possession
513 Time until possession is delivered. Seller's performance of punch-list work after Closing shall not constitute Seller's failure to
514 deliver possession.
515 GENERAL PROVISIONS
516 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE.
517 18.1. Day. As used in this Contract,the term"day"means the entire day ending at 11:59 p.m.,United States Mountain Time
518 (Standard or Daylight Savings as applicable).
519 18.2. Computation of Period of Days,Deadline. In computing a period of days,when the ending date is not specified,the
520 first day is excluded and the last day is included(e.g.,three days after MEC).If any deadline falls on a Saturday,Sunday or federal
521 or Colorado state holiday(Holiday),such deadline ®Will ❑Will Not be extended to the next day,that is nota Saturday,Sunday
522 or Holiday.Should neither box be checked,the deadline will not be extended.
323 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS-AND SERVICES; CONDEMNATION; AND
524 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be' delivered in the
525 condition existing as of the date of this Contract,ordinary wear and tear excepted.
526 19.1. Causes of Loss,Insurance. In the event the Property or Inclusions are damaged by fire,other perils or muses of loss
527 priorto Closing in an amount of not more than ten percent ofthe total Purchase Price(Property Damage),and if the repair of the damage
528 will be paid by insurance(other than the deductible to be paid by Seller),then Seller,upon receipt of the insurance proceeds,will use
529 Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under§25.1,on or before
530 Closing Date if the Property is trot repaired before Closing Date or if the damage exceeds such sum.Should Buyer elect to carry out
531 this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all insurance proceeds that were received by
532 Seller(but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any deductible
533 provided for in the insurance policy.This credit may not exceed the Purchase Price.In the event Seller has not received the insurance
534 proceeds prior to Closing,the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or,at the
535 option of Buyer,(1)Seller must assign to Buyer the right to the proceeds at Closing,if acceptable to Seller's insurance company and
536 Buyer's lender.or(2)the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to
537 escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such damage,not exceeding
538 the total Purchase Price,plus the amount of any deductible that applies to the insurance claim.
539 19.2. Damage,Inclusions and Services Should any Inclusion or service(including utilities and communication services),
540 system,component or fixture of the Property(collectively Service)(e.g.,heating or plumbing),fail or be damaged between the date
541 of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement of such Inclusion
542 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or
543 replacement of such Inclusion or Service is not the responsibility of the Association,if any,less any insurance proceeds received by
544 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before
545 Closing or possession,whichever is earlier, Buyer has the Right to Terminate under§25.1,on or before Closing Date,or,a the
546 option of Buyer,Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must
547 not exceed the Purchase Price.If Buyer receives such a credit,Seller's right for any claim against the Association,if any,will survive
548 Closing.Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be purchased and may cover
549 the repair or replacement of such Inclusions.
550
551
552 25.1,OR BF befefe Closing Date,based an sueh eendemeaAes aeiien,in Buyer2s
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553 sole subjective distuatien. 9118HId BU5'eF elect to eansumenais this C-eatFaG1 despite soah diuiiRwien ef value !a the PielreFty aa
554'
a
555
556 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the
557 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
558 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract,Buyer and Seller acknowledge that
559 the respective broker has advised that this Contract has important legal consequences and has recommended the examination of tide
560 . and consultation with legal and tax or other counsel before signing this Contract.
561 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract.
562 This means that all dazes and deadlines are strict and absolute. If any payment due,including Earnest Money,is not paid,honored
563 or tendered when due,or if any obligation.is not performed timely as provided in this Contract or waived,the non-defaulting parry
564 has the following remedies:
565 21.1. If Buyer is in Default: -
566 ❑.
567
568
569 this Gearmat as
p
570 21.1.2.Liquidated Damages,Applicable. This§21.1.2 applies unless the box in S 21.1.1 is checked.Seller may
571 cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to Seller, and retainedby Seller.Itis agreed
572 that the Earnest Money specified in§4.1 is LIQUIDATED DAMAGES,and not a penalty,which amount the parties agree is fair
573 and reasonable and(except as provided in§§ 10.4,22,23 and 24),said payment of Earnest Money is SELLER'S ONLY REMEDY
574 for Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and
575 additional damages. In addition to the foregoing and notwithstanding anything herein to the contrary,upon such a default by Buyer,
576 all amounts paid by Buyer hereunder(including, without limitation,all Buyer Costs(as hereinafter defined)and other sums paid
577 pursuant to Section 30.0 hereof)shall be forfeited by Buyer.
578 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,in which case all Earnest Money received
579 hereunder will be returned and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to treat this
580 Contract as being in full force and effect and Buyer has the right to specific performance or damages,or both.
581 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration
582 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all
583 reasonable costs and expenses,including attorney fees,legal fees and expenses.
584 23. MEDIATION. (Omitted as inapplicable)
585 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest
586 Money following receipt of written mutual instructions,signed by both Buyer and Seller.In the event of any controversy regarding
587 the Earnest Money,Earnest Money Holder is not required to release the Earnest Money.Earnest Money Holder,in its sole subjective
588 discretion,has several options:(1)wait for any proceeding between Buyer and Seller,(2)interplead all parties and deposit Earnest
589 Money into a court of competent jurisdiction,(Earnest Money Holder is entitled to recover court costs and reasonable attorney and
590 legal fees incurred with such action);or(3)provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of
591 the Summons and Complaint or Claim(between Buyer and Seller)containing the case,number of the lawsuit(Lawsuit)within one
592 hundred twenty days of Earnest Money Holder's notice to the panics, Earnest Money Holder is authorized to return the Earnest
593 Money to Buyer.In the event Eamest Money Holder does receive a copy of the Lawsuit,and has not interpled the monies at the time
594 of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The paiqies FeaffiFffl-the
595 elriigaties efAlledinikin.This Section will survive cancellation or termination of this Contract.
596 25. TERMINATION.
597 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contracr (Right to Terminate), the
598 termination is effective upon the other party's receipt of a wrinen notice to terminate(Notice to Terminate),provided such written
599 notice wasreceived on or before the applicable deadline specified in this Contract.If the Notice to Terminate is not received on or
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600 before the specified deadline,the party with the Right to Terminate accepts the specified matter,document or condition as satisfactory
601 and waives the Right to Terminate under such provision.
602 25.2. Effect of Termination. In the event this Contract is terminated,all Earnest Money received hereunder will be returned
603 and the parties are relieved of all obligations hereunder,subject to§§ 10.4,22,2—'&and 24.
604 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS This Contract, its exhibits and specified
605 addenda, constitute the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining
606 thereto,whetheroral or written,have been merged and integrated into this Contract No subsequent modification of any of the terms
607 of this Contract is valid binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or
608 obligation in this Contract that, by its terms,exists or is intended to be performed after termination or Closing survives the same.
609 Any successor to a Party receives the predecessor's benefits and obligations of this Contract.
610 27. NOTICE,DELIVERY,AND CHOICE OF LAW.
611 27.1. Physical Delivery and Notice. Any document,or notice to Buyer or Seller must be in writing,except as provided in
612 § 27.2, and is effective when physically received by such party, any individual named in this Contract to receive documents or
613 notices for such party,the Broker,or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing
614 must be received by the party,not Broker or Brokerage Firm).
615 273. Electronic Notice. As an alternative to physical delivery,any notice,may be delivered in electronic form to Buyer or
616 Seller,any individual named in this Contract to receive documents or notices for such parry,the Broker-or Brokerage Firm of Broker
617 working with such parry(except any notice or delivery after Closing must be received by the party;not Broker or Brokerage Firm)
618 at,the electronic address of the recipient by facsimile,email er sse .
619 273. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by:(1)email at the email address
620 of the recipient, (2)a link or access to a website or server provided the recipient receives the information necessary to access the
621 documents,or(3)facsimile at the Fax No.of the recipient.
622 27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with
623 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property
624 located in Colorado.
625 28. NOTICE OF ACCEPTANCE,COUNTERPARTS This proposal will expire unless accepted in writing,by Buyer and
626 Seller,as evidenced by their signatures below,and the offering party receives notice of such acceptance pursuant to§27 on or before
627 Acceptance Deadline Date and Acceptance Deadline Time.If accepted,this document will become a contract between Seller and
628 - Buyer.A copy of this Contract may be executed by each party,separately,and when each party has executed a copy thereof,such
629 copies taken together are deemed to be a full and complete contract between the parties.
630 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including,but not limited
631 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations,Title Insurance,
632 Record Title and Off-Record Title,New ILC,New Survey and Property Disclosure,Inspection,Indemnity,Insurability and
633 Due Diligence.
634 ADDITIONAL PROVISIONS AND ATTACHMENTS
635 30. ADDITIONAL PROVISIONS (The following additional provisions have not been approved by the Colorado Real Estate
636 Commission.)
637 A. Buyers purchase of the Property may be subject t to the provisions of:(1)Ordinance No.13,Series 1990 of
638 the City of Aspen,providing for a Housing Real Estate Transfer Tax(HRETT)in the amount of 1%of the Purchase Price
639 exceeding$100,000;and(2)Ordinance No.20,Series 1979 of the City of Aspen, providing for a Real Estate Transfer
640 Tax(WRETT)in the amount of one-half of one percent(.5%)of the Purchase Price shall be payable by Buyer at
641 Closing. To the extent that either or both of such taxes shall be applicable to Buyer's purchase of the Property
642 pursuant to this Contract,Buyer shall be solely responsible for the payment of such taxes.
643 B. Regarding Paragraph 2.2,No Assignabillty:This Contract shall be assignable by Buyer to an entity controlled
644 by the City of Aspen,Colorado without prior agreement of Seller;provided,however,that no such assignment shall
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645 release Buyer from its obligations or liabilities hereunder,and Buyer shall deliver written notice of such assignment
646 to Seller not later than seven(7)days prior to the Closing Date.
647 C. Regarding Paragraph 9.1,NEW SURVEY:On or before the New Survey Deadline,Seller shall provide to Buyer,
648 at Seller's expense,four(4)copies of a current Boundary and Improvement Survey prepared by a licensed surveyor
649 (the"New Survey)within six(6)months of the date of this Contract.The New Survey shall be certified to Seller,
650 Buyer,the Title Company,and any lender designated by Buyer as reasonably requested by Buyer.The corners of the
651 Property shall be staked and flagged on the day the New Survey is undertaken. Buyer shall have until the New Survey
652 Objection Deadline to review and approve the matters revealed by the New Survey pursuant to the terms and
653 conditions of Section 9.3 hereof.
654 D. § 10.PROPERTY DISCLOSURE, INSPECTION, INDEMNITY,INSURABILITY,DUE DILIGENCE,BUYER DISCLOSURE AND
655 SOURCE OF WATER.Buyer's right to object and/or terminate under§10.3 and/or§10.6.2 is not limited to Buyer's
656 satisfaction with the physical condition of the Property and Inclusions orthe Due Diligence Documents,or any other
657 matters specified in clauses(1)through(5)of§10.3;rather,Buyer's right to object and/or terminate under each of§
658 10.3 and 10.6.2 includes Buyer investigating,reviewing and becoming satisfied with ANY feature of or matter relating
659 to the Property,the Inclusions or the Due Diligence Documents and ANY other factor deemed by Buyer to be relevant
660 to Buyer's acquisition of the Property and Inclusions, including,without limitation,the actual lot size,location and
661 square footage of improvements, building,zoning and allowed use regulations, septic,environmental(such as
662 presence on the Property of mold, radon gas,asbestos,petroleum products, methamphetamine and/or byproducts
663 from the production of methamphetamine-and the Buyer's right to object and terminate under this Contract
664 provision applies,inter alia,even if methamphetamine contamination has been remediated to meet the standards
665 established by rules of the State Board of Health promulgated pursuant to§2S-18.5-102,C.R.S.-or other hazardous
666 substances or materials)or soils matters,the presence or absence on or about the Property of radiant heating
667 systems(e.g. Entran II),electromagnetic fields{proximity to power lines),termites or other infestations,exterior .
668 insulation and finish systems(e.g.artificial stucco),polybutylene plumbing materials,roofing materials(e.g.Woodruf
669 shingles), proximity to a flood plain or hazardous waste site,the presence and location on the Property of carbon
670 monoxide alarms,the availability and quality of schools,the impact of air traffic,the dues,fees,taxes or similar
671 charges that are or may be assessed or levied by any applicable association or taxing authority,crime statistics(such
672 as"Megan's Law"which provides that information concerning the location of known sex offenders be available from
673 local law enforcement),and other similar matters.The phrase,"in Buyer's sole subjective discretion"is hereby
674 amended in each place it exists in§§10.3,10.5 and 10.6 to instead read,"in Buyer's subjective and absolute sole
675 discretion,"and such amended standard(Buyer's subjective and absolute sole discretion)will apply not only with
676 respect to the physical condition of the Property and Inclusions or the Due Diligence Documents,or other matters
677 specified in clauses(1)through (5)of§10.3,but also,as indicated above,with respect to ANY feature of or matter
678 relating to the Property,the Inclusions or the Due Diligence Documents and ANY other factor deemed by Buyer to be
679 relevant to Buyer's acquisition of the Property and Inclusions.Seller must promptly disclose,as they occur,any
680 material, latent changes in the condition of the Property or Inclusions,or any material,latent changes relating to the
681 Property, Inclusions, Due Diligence Documents or other items listed or described above of which Seller has actual
682 knowledge,but without duty of inquiry.
683 E. Seller shall be responsible for the change in use of the Property to eliminate any affordable housing and
684 residential use and Buyer shall cooperate with Seller in connection therewith.The Property shall be delivered to the
685 Buyer at Closing with all entitlements in place for commercial use only and Buyer shall cooperate with Seller in
686 connection therewith. Buyer shall be responsible for any fees related to affordable housing mitigation for the entire
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687 Project(as hereinafter defined)and the same shall be paid by Buyer when due to the City of Aspen per City ordinance
688 (i.e.upon issuance of the building permit). Buyer shall also pay when due all permit and impact fees and costs for the
689 entire Project.
690 F. The Contract and Purchase Price are for Buyer's purchase of a condominiumized portion of a building to be
691 constructed on the lands described in Section 2.4 hereof(herein;the"Property'),which Property shall include all of
692 such building,but excluding three condominiumized ground level retail spaces to be retained by Seller. For purposes
693 of this Contract,such to be constructed building and related improvements,including both the Property and the
694 portion of the building to be retained by Seller,shall be referred herein as the"Project".
695 G. On or before the Due Diligence Documents Delivery Deadline Seller shall provide Buyer with copies of all
696 printed information in Seller's possession relating to the Property and Project,including:existing government and
697 development approvals for the Property and Project,any current and future development application materials,the
698 construction schedule for the Property,the construction management plan for the Property,a full set of architectural
699 and construction documents for the Project including any specifications pertaining to structural,plumbing,
700 mechanical,electrical,HVAC. Buyer and Seller shall attempt to agree upon and execute a Design and Construction
701 Operating Agreement,prior to the Due Diligence Documents Resolution Deadline,that will address but is not limited
702 to,Change Order,billing,cost transparency,and collaboration between Seller and Buyer during the entire
703 development process. If the parties do not execute such Design and Construction Operating Agreement prior to the
704 Due Diligence Documents Resolution Deadline,either party may terminate this Agreement by delivering written .
705 notice of such termination to the other party not later than ten(10)days after the Due Diligence Documents
706 Resolution Deadline;provided however,that not later than three(3)days after the Due Diligence Documents
707 Resolution Deadline,such terminating party has first delivered to the non-terminating party a written description,
708 setting forth in reasonable detail,the reason(s)for such terminating party's dissatisfaction with the form,or terms
709 and conditions of,or any other matter relating to,the Design and Construction Operating Agreement.During the
710 period of time between the terminating party's delivery of the reason(s)for such terminating party's dissatisfaction
711 with the form,or terms and conditions of,or any other matter relating to,the Design and Construction Operating
712 Agreement and the expiration of the previously-described ten-day period,the terminating parry shall engage in
713 commercially reasonable,good faith negotiations with the other party to attempt to resolve such dissatisfaction.
714 H. Buyer and Seller contemplate that the Buyer's desired tenant improvements for the build-out of the Property
715 (beyond the base building work to be performed by Seller,which base building work shall be reflected in a Design
716 and Construction Operating Agreement to be agreed upon by the parties prior the Due Diligence Documents
717 Resolution Deadline)shall cost between$100 and$150 psf. Prior to the expiration of the Due Diligence Documents
718 Resolution Deadline,Buyer and Seller shall determine the scope and budget for Buyers desired tenant improvements
719 to the Property,which will be constructed by Seller at Buyer's cost. Notwithstanding the foregoing,Seller shall
720 provide to Buyer a build-out allowance of$100 per gross square foot of construction costs for Buyer's tenant
721 improvements,and any amount in excess of this amount shall be at Buyer's expense.
722 I. Closing Date:On or before May 31,2020 Seller shall use diligent efforts to achieve Substantial Completion of
723 the Property.Closing shall occur 30 days from the date when Seller provides Buyer with written notification of
724 Seller's achieving Substantial Completion of the Property. Buyer shall cooperate with Seller in connection with
725 Seller's achieving Substantial Completion of the Property. For purposes of this Contract, "Substantial Completion"of
726 the Project shall mean when Seller's architect has provided a written certification that,subject to the Punchlist work
727 provided for in Section 30.1 immediately below,the Property is sufficiently complete in accordance with the with the
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728 plans and specifications for the Project described in Section 30.G hereof(as the same may be revised pursuant to
729 Section 30.N hereof)such that the Buyer can commence beneficial use and occupancy of the Property as intended.
730 J. PUNCH LIST. After Substantial Completion of the Property,and not laterthan ten (10)business days prior to
731 Closing, Buyer and Seller shall make an inspection of the Property to determine the extent to which the Property has
732 been completed in accordance with the plans and specifications for the Project described in Section 30.G hereof(as
733 the same may be revised pursuant to Section 30.N hereof),and based on such inspection,shall prepare a "punch
734 list"as to any construction not so completed or as to any defects in workmanship or materials and provide copies
735 thereof to Seller. Buyer shall have the opportunity thereafter to make subsequent site visits to confirm the status of
736 Seller's progress in addressing the matters identified on the punch list.With respect to any"punch list"work not
737 completed five(5)business days prior to Closing,Buyer(or an architect or contractor selected by Buyer licensed in
738 Colorado having offices in Aspen,Colorado)shall identify such items and establish an amount of money to be
739 escrowed with Closing Company(acting as"Escrow Agent")at Closing for completion of the"punch list"work,which
740 amount shall be one hundred fifty percent(150%)of the estimated cost thereof and shall give Seller a copy thereof
741 not later than three(3)business days prior to Closing. In the event Seller shall disagree with the amount of money to
742 be escrowed,then prior to Closing,Seller shall give Buyer written notice of such disagreement,together with a
743 determination of the amount of money necessary to complete the work prepared by Seller's architect,in which case
744 the amount to be escrowed at Closing shall then be 150%of the average of the amounts determined by Buyer's
745 architect and Seller's architect.Seller shall,as promptly as possible after Closing but in no event later than 60 days
746 after Closing(unless due to strike, unavailability of materials or other force majeure event),complete all work
747 identified on the"punch list".Should Seller desire to utilize any of the escrow funds to pay for completed"punch list"
748 work,Seller shall submit invoices for such work to Escrow Agent with copies to Buyer and unless Buyer shall object
749 within three(3)days after receipt of such copies, Escrow Agent shall pay the invoices directly to the contractor
750 named thereon or the Project Contractor.Any objection to payment by Buyer shall be in writing specifying the
.751 reasons for such objection and shall be provided to Seller and Escrow Agent.Upon timely completion of all"punch
752 list"work,Seller shall give notice thereof to Buyer,and Seller shall be entitled to the payment of the remaining
753 escrow funds within three(3)business days after the notice of completion has been given to Buyer unless.Buyer
754 sooner objects. In the event Buyerso objects to the completion of any specific item or items on the"punch list,"all
755 escrow funds shall be paid to Seller except for an amount equal to one hundred fifty percent(150%)of the amount
756 associated with the objected to"punch list"hem or items. Buyer shall have all remedies under this Contract and at
757 law if Seller fails to timely complete the"punch list"work.At Closing,the Parties shall enter into mutually acceptable
758 escrow instructions to Escrow Agent to carry out the provisions hereof;provided however,that any failure to agree
759 as to such instructions shall not be grounds for termination of the.Contract and instead,the provisions hereof shall
760 be deemed to be such instructions and shall be interpreted in a commercially reasonable manner to carry out the
761 intent hereof.The parties also agree,if requested by Escrow Agent,to execute at Closing any standard form escrow
762 agreement customarily used by Escrow Agent to carry out the provisions of this paragraph.
763 K. On or before the Due Diligence Documents Delivery Deadline Seller shall provide Buyer with the form of
764 construction warranty that will be provided to Buyer at Closing.The construction warranty shall cover a period of
765 two years after the date of Substantial Completion of the Property.
766 L. Seller agrees to follow all local and other applicable building codes, rules and regulations. Buyer shall assist
767 Seller with facilitating any possible acceleration of the building permit process and any change orders.
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768 M. Seller shall have the New Survey updated as an as-built survey once the construction of the Project is
769 complete.Seller shall deliver the as-built survey to Buyer on or before the date the Certificate of Occupancy is
770 delivered to Buyer.Seller shall cause to be corrected any encroachments or easements not shown on the Survey
771 delivered to Buyer under the"Current Survey Deadline"or which were otherwise approved by Buyer.
772 N. Seller shall keep Buyer reasonably apprised of the status of development of the Property and shall promptly
773 notify Buyer of any material changes to the construction plans or schedule. Buyer shall have access to the site for
774 construction observation upon reasonable prior notice to Seller.Seller is responsible for design coordination and any
775 design omissions to deliver a complete project that meets all applicable laws and ordinances.Buyer will be
776 responsible for the cost of any changes to the plans requested by Buyer as such costs are incurred,including the
777 costs and damages due to any delays in the schedule caused by such requested changes. In no event shall Seller be
778 required to implement any Buyer requested changes to the plans which adversely impact the portion of the property
779 to be retained by Seller or which materially delays the project schedule.
780 O. Notwithstanding anything herein to the contrary,in addition to the costs of all items specifically set forth
781 herein to be Buyer's cost,such as tenant Improvements in excess of$100 per square foot,permit fees,impact fees
782 and affordable housing mitigation costs("Buyer Costs"),Buyer shall also pay,as and when incurred(in accordance
783 with the mechanism set forth below),the costs of developing the Project(including,without limitation,all
784 architectural fees,engineering fees,development management fees and other soft costs,and hard costs of
785 construction)up to the sum of$10,000,000. All such costs in excess of$10,000,000 shall be paid by Seller after Buyer
786 has fully funded the initial$10,000,000 of such costs. At Closing,all development costs paid by Buyer pursuant to
787 this paragraph(excluding Buyer Costs)shall be credited against the Purchase Price. Buyer shall fund the foregoing
788 development costs In installments(not more than monthly)within 20 days after Seller delivers to Buyer(i).a sworn
789 owner's statement setting forth the development costs incurred by Seller during such period(together with invoices
790 or other materials verifying such costs),and(ii)if such draw includes construction costs,a sworn statement from
791 Seller's general contractor setting for the construction costs incurred during such period,and a certificate of payment
792 issued by Seller's architect certifying as to such work performed by such general contractor. Without limiting the
793 foregoing,in the event Buyer terminates the Contract prior to the expiration of the Due Diligence Documents
794 Resolution Deadline,Buyers obligation to pay for development costs incurred by Seller under this paragraph shall
795 Include all development costs incurred by Seller between MEC and such termination of this Contract by Buyer. Buyer
796 shall be responsible only for the costs Incurred that are approved by Buyer prior to the work being done.Seller shall
797 provide Buyer with a schedule of costs to be incurred prior to the work being performed.
798 P. Not later than twenty-one(21)days after the MEC Date,Seller shall deliver to Buyer:(a)copies of a proposed
799 declaration of protective covenants for the completed Project and Property(the"Declaration");(b)proposed articles
800 of incorporation and by-laws for a Colorado nonprofit corporation which shall act as a condominium association with
801 respect to the completed Project and Property;and(c)and any other condominium documents pertaining to the
802 Property and Project(collectively,the"Governance Documents"). The final Governance Documents shall be subject
803 to Buyer's right to object to such Governance Documents prior to the expiration of the Due Diligence Documents
804 Resolution Deadline. Not later than forty-five(4S)days prior to Closing,Seller shall also:provide for the preparation
805 and delivery to Buyer of a proposed form of"Condominium Map" providing an"as-built"depiction of the Project in a
806 three-dimensional format and depicting the boundaries of the Project's legally separate units,including the Property.
807 Prior to Closing, Seller will record the Declaration and the Condominium Map in the real property records of
808 Pitkin County,Colorado. The recorded Declaration shall be in aform substantially identical toversion of the Declaration
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809 reviewed and approved by Buyer, and the Condominium Map shall correctly depict the Property, and Buyer agrees
810 that Seller's recording of the Declaration and Condominium Map shall not give rise to a Record Tittle Objection under
811 Section 8.2 hereof.
812
813 Q. In the event of any inconsistency between a provision of this Section 30 and other portions of this Contract,
814 the terms and conditions of this Section 30 shall govern and control.
SI5 R. This Contract is specifically conditioned upon and subject to the approval by the Aspen City Council. If Buyer
816 does not obtain Aspen City Council approval of the Contract on or before July 3,2018,Buyer shall promptly notify
817 Seller in writing in which case either Buyer or Seller may terminate this Contract by delivering written notice of such
818 termination to the other party not later than ten(30)days after Buyer delivers notice to Seller of Buyer's failure to
819 obtain Aspen City Council's approval of this Contract and all Earnest Money shall be returned to Buyer.
820 S. The term MEC(mutual execution of this Contract)defined In paragraph 3.1,is hereby amended to be the
821 date of approval of this contract by City Council or July 3,2018,whichever occurs earlier.
822 T. . Future payments due under this contract are subject to and conditioned upon the appropriation of funds by
823 City Council for the year in which the payment is due.If City Council fails to appropriate such funds in any year prior
824 to Closing,Buyer shall immediately notify Seller of the same. In such event,either Buyer or Seller may elect to
825 terminate this Contract by delivering written notice of such termination to the other party not later than ten(10)
826 days after Buyer delivers notice to Seller of Buyers failure to obtain Aspen City Councirs appropriation of funds in
827 which event the Earnest Money shall be released to Seller and all other amounts paid by Buyer pursuant to this
828 Contract(including,without limitation, Buyers Costs and all development costs paid by Buyer pursuant to Section
829 30.0 above)shall be forfeited.
830 31. ATTACHMENTS.
831 31.1. The following attachments area part of this Contract:N/A.
832
833
834
835 31.2. The following disclosure forms are attached but are not a part of this Contract:N/A. _
836
837 SIGNATURES
838
Buyer's Name: CityofAspen Buyer's Name:
By:Steve Barwick City Manager
Bu 's Signature Date Buyer's Signature Date
Address: Address:
Phone No.: Phone No.:
Fax No.: Fax No.:
Email Address: Email Address:
839 (NOTE: If this otter is being countered or rejected,do not sign this document.Refer to§321
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ACINel48570070.1
Seller's Name: 517 East Hopkins en.LLC Seller's Name
Seller's Signature Date Seller's gignarure Date
Address: Address:
Phone No.: Phone No.:
Fax No.: Fax No.:
Email Address: Email Address:
840
841 32. COUNTER;REJECTION. This offer is ❑Countered ❑Rejected.
842 Initials only of party(Buyer or Seller)who countered or rejected offer
843 END OF CONTRACT TO BUY AND SELL REAL ESTATE
33. BROKER'S ACICOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Buyer)
Broker ❑ Does N Does Not acknowledge receipt of Earnest Money deposit
. Broker agrees that if Brokerage Firm is the Earnest Money
Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice oftermination,Earnest Money Holder will release the Earnest Money as directed by the written
mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the
executed written mutual instructions,provided the Earnest Money cheek has cleared.
Broker is working with Buyer as a N Buyer's Agent ❑Seller's Agent ❑Transaction-Broker in this transaction.
❑This is a Change of Status.
Brokerage Finn's compensation or commission is to be paid by ❑Listing Brokerage Firm N Buyer ❑Other
Brokerage Firm's Name: Aspen Snowmass Sotheby's Intemational Realty
Broker's Name: Andrew Ememann .
6/4/2018
Broker's Signature Date
Address: 415 East Hyman Avenue
Aspen:CO 81611
Phone No.: 970-379-8125
Fax No.: 888-550-2881
Email Address: Andrew.ememann(aisothebysrealty.com
34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Seller)
Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract,agrees to
cooperate upon request with any mediation concluded under§23. Broker agrees that if Brokerage Firm is the Earnest Money
Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination,Earnest Money Holder will release the Earnest Money as directed by the written
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mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the
executed written mutual instructions,provided the Earnest Money check has cleared.
Broker is working with Seller as a ❑Seller's Agent ❑Buyer's Agent ❑Transaction-Broker in this transaction.
❑This is a Change of Status.
Brokerage Firm's compensation or commission is to be paid by ❑Seller ❑Buyer ❑Other
Brokerage Firm's Name:
Broker's Name:
Broker's Signature Date
Address:
Phone No.:
Fax No.:
Email Address:
844
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Anivc(48570D70.1
Exhibit B
I The printed portions ofthis form.except dilPerentiated additions,have been approved by the Colorado Real Estate Commission.
2 (AE4 1-6-15)(Mandatory 1-16)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSEL BEFORE SIGNING.
6
7 AGREEMENT TO AMEND/EXTEND CONTRACT
8
9 Date:lune IS 2018
10
I I L This agreement amends the contract dated June 14,2018(Contract),between 517 East Hopkins Aspen. LLC(Seller),and
12 City of Aspen(Buyer),relating to the sale and purchase of the following legally described real estate in the County of Pitkin.
13 Colorado:
14
15 A condominiumized portion of Lots D. E and F, Block 94.City and Townsite of Aspen.County of Pitkin. Stale of Colorado,as
16 more faliv described in Section 30 of the Contract.
17
18 known as No. 517 East Hopkins Avenue Aspen CO 81611 (Property).
19 Street Address City State Zip
20
21 NOTE: If the table is omitted,or if any item is left blank or is marked in the"No Change"column, it means no change to
22 the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the
23 corresponding provision of the Contract to which reference is made is deleted.
24
25 2. §3. DATES AND DEADLINES. No change.
26 3. Other dates or deadlines set forth in the Contract are changed as follows:No change.
27 4. Additional amendments:
28
29 a. Amended and Restated Section 30.11 of the Contract. Section 30.R of the Contract is hereby amended and restated in its
30 entirely to provide as follows:
31
32 "R. This Contract is specifically conditioned upon and subject to the approval by the Aspen City Council. If Buyer
33 does not obtain Aspen City Council approval of the Contract on or before July 3, 2018, Buyer shall promptly notify
34 Seller in writing. Thereafter, either Buyer or Seller may terminate this Contract by delivering written notice of such
35 termination to the other party not later than ten (10) days after Buyer delivers notice to Seller of Buyer's failure to
36 obtain Aspen City Council's approval of this Contract. In the event that Buyer delivers a written notice of termination
37 during such ten-day period, then all Earnest Money shall immediately be returned to Buyer. In the event that Seller
38 delivers a written notice of termination during such ten-day period, Seller's written notice of termination shall only
39 be effective upon the completion of such ten-day period, unless during such ten-day period, both: (1) the Buyer
40 obtains Aspen City Council's approval of this Contract and (2) the Buyer delivers written notice of such approval to
41 Seller. Upon the occurrence of both items (1) and (2) during such ten-day period, then Seller's termination notice
42 shall be void ob initio, and of no legal effect. Upon the failure to occur of either item (1) or (2) during such ten-day
43 period, then upon the end of the ten-day period, Seller's termination notice shall be effective, this Contract shall
44 terminate, and all Earnest Money shall be returned to Buyer."
45
46 All other terns and conditions of the Contract remain the same.
47
48 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party
49 to this document receives notice of such acceptance on or before June 19.2018 7:00 PM. MDT
50 Date Time
51
Buyer's Name: Citv of Aspen Buyer's Name:
By: Steve Barwick. City Manager Date Buyer's Signature Date
Na,tE41-6-Ie„(CREEMt.N'I"i'O ANIENI)IEX'I F.NI)CON'I'RA(:1' Page l of 2
Acme/48587999.1
Seller's Name: 517 fast Hopkins Aspen. LLC Seller's Name:
By: Mark Hunt. as President of 517 East Dale Seller's Signature Date
Hopkins Aspen Manager. Inc.. a.Colerado
corporation, its Manager
52
No.,\I.41-6-I5. ,\GNCEAIIi\I"r0,\JIF.\I1Ir:S'1'h:\U Cl)YIR\CI' Page 2 ort
Aaivr/485879.79.1
I The printed ponimts of this fomt,except differentiated additions,have been approved by the Colorado Real Estate Commission.
2 (AE41-6.15)(Mandatory 1-16)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSF.I.BEFORE SIGNING.
6
7 AGREEMENT TO AMEND/EXTEND CONTRACT
8
9 Dale:June 18,2018
10 -
11 1. This agreement amends the contract dated June I4 2018(Contract),between 517 East Hopkins Ascent,LLC(Seller),and
12 City of Aspen(Buyer),relating to the sale and lauchase of the following legally described real estate in the County of Pilkin
13 Colorado:
14
15 A condominiumized portion of Lots D,E and F,Block 94,City and Townsite of Aspen,County of Pitkin,.Stale of Colorado,as
16 more fully described in Section 30 of the Contract,
17
18 known as No.517 East Hopkins Avenue,Aspen,CO 81611 (property).
19 Street Address City State Zip
20
21 NOTE: If the table is omitted,or if any item is left blank or Is marked in the"No Change"column,it means no change to
22 the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the
23 corresponding provision of.the Contract to which reference is made is deleted.
24
25 2. §3. DATES AND DEADLINES. Aro chmtge.
26 3. Other dates or deadlines set forth in the Contract are changed as follows:No change.
27 4. Additional amendments:
28
29 a.Arnended and Restated Section 30.R of the Contract. Section 30.R of the Contract is hereby amended and restated in its
30 entirety to provide as follows:
31
32 "R. This Contract is specifically conditioned upon and subject to the approval by the Aspen City Council. If Buyer
33 does not obtain Aspen City Council approval of the Contract on or before July 3, 2018, Buyer shall promptly notify
34 Seller in writing. Thereafter, either Buyer or Seller may terminate this Contract by delivering written notice of such
35 termination to the other party not later than ten (10) days after Buyer delivers notice to Seller of Buyer's failure to
36 obtain Aspen City Council's approval of this Contract. In the event that Buyer delivers a written notice of termination
37 during such ten-day period, then all Earnest Money shall immediately be returned to Buyer. In the event that Seller
38 delivers a written notice of termination during such ten-day period, Seller's written notice of termination shall only
39 be effective upon the completion of such ten-day period, unless during such ten-day period, both: (1) the Buyer
40 obtains Aspen City Council's approval of this Contract and (2) the Buyer delivers written notice of such approval to
41 Seller. Upon the occurrence of both items (1) and (2) during such ten-day period, then Seller's termination notice
42 shall be void ab initio, and of no legal effect. Upon the failure to occur of either item (1) or (2) during such ten-day
43 period, then upon the end of the ten-day period, Seller's termination notice shall be effective, this Contract shall
44 terminate,and all Earnest Money shall be returned to Buyer."
45
46 All other terms and conditions of the Contract remain the same.
47
48 . This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party
49 to this document receives notice of such acceptance on or before June 19,2018 7:00 PM MDT
50 Date Time
51
Buye'r's Name: City of Aspen Buyer's Name:
By:Steve Barwick,City Manager Date Buyer's Signature Date
No.AFAI-6-15. AGREEMENT TO AMEN11ESTEND CONTRACT Paget of
Activd48587999.1
Seller's Name: 17 F' t Ho kips As en,LLC Seller's Name:
By: rk Hunt, es President of 517 Fast Date Seller's Signature Date
Hopkins Aspen Manager, Inc., a Colorado
corporation,its Manager
52
Na AFAI-&IS AGREEAIENT7'OAAfENDiFYrENDCONTRACT Pop 2 oft
ActivC/43587999.1