This Addendum is executed as part of and is incorporated into that certain Contract to Buy and Sell Real Estate (Residential), dated _______________, 20___, by and between Buyer andSeller(“PurchaseContract”). Intheeventofanyconflictorinconsistencybetweentheterms and provisions of this Addendum and the terms and provisions of the Purchase Contract, the termsandprovisionsoftheAddendumwillcontrol.
1. Description of the Project. The Project, known as “Marble Hill Ventures,” is intendedto consist ofseven(7)work/liveunits and two (2)warehouseunits intwo(2)buildings on Lot 4, Marblehill Industrial Park and amenitiesand related CommonElements. The property underlying the Project is legally described as Lot 4, Marblehill Industrial Park, according to the recorded Plat filed December 29, 2017 at File No. 14318 and Reception No. 786383, County of Routt, State of Colorado. Notwithstanding the foregoing, Seller is not, in any way, obligated to constructtheProject,orany partthereof.
The “Property”thatthe Purchaserispurchasing,andtheSeller issellingisdescribedas:
SteamboatSprings,Colorado.
The residencelocatedontheProperty shallbe referredtohereinasthe“Residence.”
2. LegalDocumentation.
a. Documents. The Project shall be subject to the Declaration and Map and the Articles of Incorporation, Bylaws, and Rules and Regulations of the [NAME OF CAM ASSOCIATIONBUSINESSENTITYTBD],aColoradononprofitcorporation(the“CAMAssociation”) (collectively, the “CAM Association Documents”). By signing this Agreement, Purchaser acknowledges receipt, review and approval of drafts of the CAM Association Documents. PurchaserfurtheracknowledgesthatuponthepurchaseoftheResidence,Purchaserwillbecome a member in the applicable sub-association, Lot 4 at [NAME OF SUB-ASSOCIATION BUSINESS ENTITY TBD] (the “Association”), shall be bound by the Association and CAM Association Documents. The Declaration and Map and the Articles of Incorporation, Bylaws, and Rules and Regulations of the Association shall be referred to herein as the “Association Documents”. Purchaser agrees to abide by all of the recorded and unrecorded documents applicable to the Residence,includingtheAssociation,CAMAssociationDocumentsandthePermittedExceptions (defined below). The Associations have been established for the purpose of maintaining the Common Elements and for other purposes set forth in the Declarations and Articles of IncorporationandBylawsoftheAssociationandCAMAssociation,andanyamendmentsthereto. Each Purchaser, as a Member of both the CAM Association and the Association, is obligated to pay Assessments to meet the Common Expenses. In the event an Owner resells its Residence, the selling Owner may be subjectto aTransferAssessment asdescribed in the CAM Association
Documents. Failure of an Owner to pay Assessments will result in a lien being placed on the Residence and may subject the Owner to other remedies as described in the CAM Association Documentsandthe AssociationDocuments.
b. Statutory Disclosure –Common Interest Community. Pursuantto C.R.S.§ 38-35.7-102: THE PROPERTY IS LOCATED WITHIN COMMON INTEREST COMMUNITIES AND IS SUBJECT TO THE DECLARATIONS FOR SUCH COMMUNITIES. THE OWNER OF THE PROPERTY WILLBEREQUIREDTOBEAMEMBEROFTHEOWNER’SASSOCIATIONSFORTHECOMMUNITIES ANDWILLBESUBJECTTOTHEBYLAWSANDRULESANDREGULATIONSOFTHEASSOCIATIONS. THE DECLARATIONS, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATIONS. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THEASSOCIATIONSCOULDPLACEALIENONTHEPROPERTYANDPOSSIBLYSELLITTOPAYTHE DEBT. THE DECLARATIONS, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITIES MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURALREVIEWBYTHEASSOCIATIONS(ORACOMMITTEEOFTHEASSOCIATION)AND THE APPROVAL OF THE ASSOCIATIONS. PURCHASERS OF THE PROPERTY WITHIN THE COMMON INTEREST COMMUNITIES SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATIONS. PURCHASERS SHOULD CAREFULLY READ THE DECLARATIONS FORTHE COMMUNITIES ANDTHE BYLAWS AND RULES AND REGULATIONS OF THEASSOCIATIONS.
3. Warranties.
a. Limited Warranty by Seller. The following limited warranty (the “Limited Warranty”) is the only warranty made by Seller regarding labor and materials used in the constructionoftheResidence,andtheLimitedWarrantyshallnotbeeffectiveuntilClosing. The Limited Warranty is personal to Purchaser and may not be assigned by Purchaser upon the sale of the Residence. Based on the warranties in favor of Seller from its Contractor and suppliers, Seller warrants that the foundation and all materials incorporated in and made a part of the structure of the Residence shall be new as of the date of installation and shall remain free from defects in workmanship or material for a period of one (1) year from the date of Closing. Seller represents that Seller will cause to be remedied, by repair or replacement, any defects in the Residencewhichappearwithinone(1)yearfromthedateofClosingandwhichresultfromfaulty materialorworkmanship,provided that Purchaser givesSellerwrittennotice of anysuch defect withinten(10)daysafterPurchaser’sdiscoveryofthedefect. Anysuchnoticeshallbeaddressed to Seller at the address following Seller’s signature below, or such other address for notice furnishedtoPurchaserinaccordancewithParagraph12hereof. Purchaser’ssoleremedy(inlieu of all remedies implied by law or otherwise) against Seller in connection with such defects shall be torequireSellertocausethedefectsin materialorworkmanshiptobecorrected.
b. Appliance Warranty. The Limited Warranty in Subparagraph (a) above does not extend or relate to any items of tangible personal property in the Residence (whether or not such property is attached to or installed in the Residence) including, without limitation,
anyrange,oven,rangehoodandfan,trashcompactor,microwave,garbagedisposal,dishwasher, refrigerator, washer, dryer, hot water heater, steam showers, hot tubs, fireplace inserts, componentsofthetelecommunications,heating,ventilationorothersystems,andanyfirealarm or other life-safety or security system installed in or servicing the Residence (collectively, the “Appliances”). Seller will assign to Purchaser at Closing any unexpired warranties Seller has receivedfromthemanufacturersofsuchAppliancestotheextentsuchwarrantiesareassignable. Purchaser shall pursue any warranty matters directly with the manufacturer. Seller shall not be responsiblefortheperformanceofanysuchmanufacturerunderthemanufacturer’swarranties and Seller shall not be required to intervene or otherwise act in connection with warranty matters or complaints. With respect to the Appliances, whether or not warranted by manufacturers, all implied warranties are expressly disclaimed and do not apply, including, withoutlimitation,theimpliedwarrantiesofmerchantabilityandfitnessforaparticularpurpose, if createdandrecognizedunderColoradolaw.
c. Restrictions on Warranties. EXCEPT AS SPECIFICALLY STATED IN SUBPARAGRAPH (a) ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF WORKMANLIKE CONSTRUCTION, HABITABILITY, DESIGN, CONDITION, OR QUALITY AS TO THE PROPERTY UNDERLYING THE PROJECT, THE RESIDENCE, OR THE OTHER IMPROVEMENTS CONSTITUTING THE PROJECT, AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES. SELLER SPECIFICALLY DISCLAIMS, AND PURCHASER SPECIFICALLY RELEASES SELLER FROM, ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO ANY PERSON OR THE RESIDENCE OR ANY OTHER REAL OR PERSONAL PROPERTY RESULTING FROM A DEFECT. WITHREGARDTOTHEAPPLIANCESAND ANYOTHERITEMS OFTANGIBLEPERSONALPROPERTY, SELLER DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITYORFITNESSFORAPARTICULARPURPOSE.
d. Magnuson-Moss Warranty Act Compliance. The Limited Warranty set forth above has been prepared to comply with the disclosure requirements of the federal Magnuson-Moss Warranty - Federal Trade Commission Improvements Act (15 U.S.C. §§ 23012312, as amended). With respect to any Appliances finally determined by a court to be within theLimitedWarrantydescribedabove,allimpliedwarrantiesarelimitedindurationtotheperiod of the Limited Warranty. This includes, without limitation, the implied warranties of merchantability and fitness for a particular purpose if created or recognized in Colorado. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages so the above limitation may not apply to Purchaser. The Limited Warranty gives specific legal rights, and Purchaser may also have other rightswhichvaryfrom state to state.
e. Acknowledgment;SurvivalofCovenants. Purchaserherebyacknowledges andacceptstheforegoingdisclaimersandagreestowaiveanyandallrightsPurchasermayhave by virtue of the representations and warranties disclaimed. Except as otherwise expressly provided in the Limited Warranty, Purchaser assumes all risk of damage occurring in the
ResidenceaftertheClosingregardlessofthecause. TheprovisionsofthisParagraphshallsurvive Closing.
4. Closing
a. Working Capital. In order to provide the CAM Association with working capital funds, Purchaser shall pay at Closing an amount equal to three (3) months’ worth of annualAssessmentsbasedontheCAMAssociation’sBudgetineffectatthetimeofClosing. This payment shall not be considered a deposit or an advance payment of Assessments and the Purchaser’s obligation to make this payment at Closing shall be in addition to Purchaser’s obligationstopayAssessmentscommencingonthe dateofClosing. Thepaymentshallbe made either to the CAM Association or to Seller as reimbursement if Seller has previously paid any amountasworking capitalforthe Residenceto theCAM Association.
b. Common Expenses. Assessments pursuant to the Declaration are paid quarterly in advance and Assessments for the quarter of Closing shall be prorated as of the Closing Date. If the Closing is held within thirty (30) days of the end of a calendar quarter, Purchaser shall also pay, at Closing, Assessments on the Residence for the following quarter. Seller has delivered a copy of the Budget to Purchaser prior to Closing. Following Closing, Assessmentsmay beincreased asprovided inthe CAM AssociationDocuments.
5. Possession. Seller shall deliver possession of the Residence to Purchaser upon Closing. Afterdeliveryofpossession,portionsorphasesoftheProjectmayremainuncompleted. Selleranditsemployees,agents,affiliates,contractors,andsubcontractors(the“SellerParties”) will have the right to enter on the Project as necessary to complete the Project and Purchaser acknowledgesthatconstructionactivitiesmaytakeplaceonthe siteafterdeliveryofpossession oftheResidence. SellerandtheSellerPartieswilltakereasonablemeasuresrelativetothesafety of Purchaser and Purchaser’s lessees, family, guests, and invitees (the “Purchaser Parties”). Purchaser acknowledges that possession of the Residence will constitute agreement that Purchaser and the Purchaser Parties will remain outside of any fenced or posted construction areas and any other areas in which work is being performed pending completion of the Project and that Purchaser, for itself and the Purchaser Parties, will indemnify and hold harmless Seller and the Seller Parties from and against any and all loss or liability on account of such entry by Purchaser or such other persons. Neither Purchaser nor any Owner may assert or claim any violation of this Agreement or the CAM Association Documents based on the existence or occurrence of construction activities, or impacts and disturbances generated by them. Purchaser, for itself and for the Purchaser Parties, forever waives and releases any actions or claimssuchpartiesmayhaveagainsttheCAMAssociation,Seller,andtheSellerPartieswhichin any way arise out of the impact and disturbances generated from construction activities. In addition, in order to avoid damage to the Project or disruption to other Owners or their Occupants,alldecorators,consultants,contractors,orotherpartiesthatPurchasermayhireafter ClosingmustcomplyatalltimeswiththeProjectDocumentsandsuchotherguidelinesandrules established by Seller or the CAM Association covering such issues as keys, hours, trash removal, sink drains,and maintenanceof Common Elements.
6. Representations,Warranties, andAcknowledgmentsofPurchaser
a. No Investment Representations. Purchaser acknowledges that neither Seller nor any of the Seller Parties nor the Listing Broker or any of their respective agents, representativesoremployeeshavemadeanywarrantiesorrepresentationsofanykindornature concerning(i)theResidenceasaninvestmentopportunityforappreciationofvalueorasameans ofobtainingincomefromtherentalthereof,(ii)rentalorotherincomefromanyResidenceoras to any other economic benefit, including possible federal or state tax advantages from the ownership ofa Residence, or (iii)the abilityto use the Residenceforshort-termrentalpurposes oranyotherspecificpurpose. PurchaserispurchasingtheResidenceandtherightsandprivileges evidencedtherebyforPurchaser’sownpersonaluseand account andnotforanyotherpurpose and does not expect to profit from ownership of the Residence. SELLER HEREBY EXPRESSLY DISCLAIMS AND REPUDIATES ANY REPRESENTATION FROM ANY SOURCE AS TO ANY POSSIBLE ECONOMICBENEFITARISINGFROMOWNERSHIPOFA RESIDENCEINTHEPROJECT.
b. Acknowledgment. Purchaser acknowledges that it has reviewed and understandsalldocumentsreferencedinthisAgreement. Further,Purchaseracknowledgesthat Seller has advised Purchaser to obtain legal counsel to review all aspects of the transaction contemplatedbythis Agreement,andtorepresentPurchaserinconnection withthereviewand negotiation ofthisAgreement,the examinationoftitle,andtheClosing.
c. Steamboat Springs Airport Facilities. Purchaser acknowledges and understandsthattheProjectislocatedincloseproximitytotheSteamboatSpringsAirport/Bob Adams Field General Aviation Airport (the “Airport Facilities”), which area may generate frequentandanunpredictableamountofvisible,audible,andodorousimpactsanddisturbances fromactivitiesrelatingtotheoperation,use,andmaintenancethereof. Theactivitiesassociated withtheAirportFacilitiesinclude,withoutlimitation,(i)vehicularandpedestriantraffic,including without limitation vans, buses, shuttles, and automobiles, (ii) airplane and helicopter air traffic forprivate,recreational,training,corporate,business,medicalevacuation,andfirefightinguses, and (iii)activities related to the use, maintenance, and operation of the Airport Facilities, which may be operated frequently and at irregular hours. Purchaser further understands that the Project may also be impacted by ongoing commercial and industrial activities occurring in the immediate andsurrounding vicinity.
d. Incomplete Development. Purchaser acknowledges that the Project is located in an areathat issubjectto on-going construction activities relating to the development of Steamboat Springs in general (collectively, the “Construction Activities”). The Construction Activities are expected to generate an unpredictable amount of visible, audible, and odorous impacts and disturbances. The Construction Activities may include, without limitation, grading, excavation, clearing, site work, and construction of improvements relating to infrastructure and improvementsand developments.
e. Corporations, Partnerships, and Associations, and Liability. PLEASE NOTE THAT THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES TO PURCHASER, WHICH PURCHASER SHOULD DISCUSS WITH LEGAL AND TAX PROFESSIONALS. PurchaserrepresentsthatPurchaserhasfullauthorityand capacitytoenterintothisAgreement and to execute and deliver the documents to be executed and delivered by Purchaser pursuant to thetermsofthisAgreement.
f. Corporations. IfPurchaserisacorporation,PurchasershalldelivertoSeller at or prior to Closing a copy of a resolution of the shareholders and/or directors of Purchaser, duly adopted and certified by the secretary of Purchaser as required by the laws of the state of Purchaser’s incorporation, authorizing the purchaser of the Residence and the execution and delivery of this Agreement and all other documents to be executed and delivered by Purchaser pursuant to the terms of this Agreement, together with all trade name affidavits and other documentsrequiredbyColoradolawtoenablePurchasertoholdtitletotheResidenceorbythe TitleCompanyin ordertoeffectuateClosing. Purchaserrepresentsandwarrantsthat at Closing Purchaser will be in good standing and authorized, as necessary, to conduct its business in Colorado.
i. Partnership or Limited Liability Association. If Purchaser is a partnership, joint venture, limited liability company or association, or other association, Purchaser shall deliverto SelleratorpriortoClosinga copyofanyapprovalorresolutions required by Purchaser’s organizational documents with respect to the purchase of the Residence and the execution and delivery ofthisAgreement and alldocuments to be executed and delivered by Purchaser pursuant to the terms of this Agreement, certified by the appropriaterepresentativeofPurchaser,togetherwithallregistrationforms,tradename affidavits,andotherdocumentsrequiredtobefiledintheofficeoftheColoradoSecretary of State, the Colorado Department of Revenue, the Routt County Clerk and Recorder, or otherwiserequiredunderColoradolawtoenablePurchasertoholdtitletotheResidence orbytheTitleCompanyinordertoeffectuateClosing. Purchaserrepresentsandwarrants thatatClosingPurchaserwillbeingoodstandingandauthorized,asnecessary,toconduct its businessinColorado.
ii. Trusts. IfPurchaserisatrust,PurchasershalldelivertoSellerator priortoClosingacopyoftheTrustAgreement,certifiedbytheappropriaterepresentative of Purchaser, together with an Affidavit of Trustees, as required by Colorado law, or, if theTrustisirrevocable,aTrustRegistrationStatementfiledwiththeDistrictCourtinthe appropriate county of Colorado, and any other documents required to be filed or otherwise required under Colorado law or by the Title Company to enable Purchaser to execute,deliver,andperformthisAgreement,andtopurchasetheResidenceandtohold titletothe ResidenceinaTrust.
iii. JointandSeveralLiability. IfPurchaseriscomprisedoftwoormore parties, each such party shall be jointly and severally obligated under this Agreement. If Purchaseriscomprisedoftwoormoreindividuals,theyshalldeliverwrittennoticetothe
Title Company and to Seller, at least ten (10) days prior to Closing, of whether they will taketitle tothe Residenceasjointtenantsortenantsin common.
g. Insulation of Premises. Seller and Purchaser hereby acknowledge, pursuant to 16 C.F.R. § 460.16 of the Federal Trade Commission Regulations regarding labeling and advertising of home insulation, that the types, thicknesses, and R-values of insulation presentlyinstalledintheResidenceat thetimeofClosing areassetforthbelow: Location
Ceiling BATT
49 Walls BATT
5
The “R-value” indicatesthe resistanceof insulationtoheatflow. The highertheR-value, thegreatertheinsulatingpower. Sellerhasnotmadeitsownindependentdetermination oftheR-valuedataprovidedtoSellerbytheinsulationmanufacturer.
h. NoticeRegardingSoilsConditions. SellerhasdeliveredtoPurchaserasoils analysis and site recommendation report (the “Soils Report”), or a summary thereof, on the Projectsitefromalicensedgeotechnicalengineeringfirm. IftheSoilsReportrevealsasignificant potential for expansive soils at the site, Seller also shall have delivered to Purchaser the publication required by C.R.S. § 6-6.5-101(1). The Project will be designed and constructed pursuant to the recommendations in the Soils Report. Purchaser hereby acknowledges that PurchaserunderstandsthatsoilswithintheStateofColoradomayconsistofbothexpansivesoils and low-density soils which may result in shifting or other movement of the foundation or otherwiseresultindamagetothestructuralorotherpartsoftheResidenceiftheResidenceand propertyuponwhichitsits arenotproperlymaintained.
i. StatutoryDisclosure-EnvironmentalConditions/Radon. PursuanttoC.R.S. § 38-35.7-112: The Colorado Department of Public Health and Environment strongly recommends that ALL home buyers have an indoor radon test performed before purchasing residentialrealpropertyandrecommendshavingtheradonlevels mitigatedifelevatedradon concentrationsarefound.Elevatedradonconcentrationscanbereducedbyaradonmitigation professional.
Residential real property may present exposure to dangerous levels of indoor radon gas that may place the occupants at risk of developing radon-induced lung cancer. Radon,a ClassAhumancarcinogen,isthe leadingcauseoflungcancerinnonsmokersandthe second leading cause of lung cancer overall. The seller of residential real property is required to provide the buyer with any known information on radon test results of the residential real property.
Ecological and environmental conditions, including but not limited to radon gas, may affect residences in Colorado. Purchaser acknowledges that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present healthriskstopersonswho areexposedtoit overtime. Levelsofradonthat exceedfederaland state guidelines have been found in buildings in Colorado. Additional information regarding radon and radon testing may be obtained from the county public health unit. Seller issues no warranty of any nature whatsoever with respect to the ecological and/or environmental conditions affecting the Residence, including but not limited to the existence of radon gas. The most recent brochure published bythe Colorado Department of Public Health and Environment that providesadvice about radon in residential real estate is available here atthe following link: https://oitco.hylandcloud.com/CDPHERMPop/docpop/docpop.aspx?clienttype=html&docid=31 27177.
j. StatutoryDisclosure-SpecialDistrictAcknowledgment. PursuanttoC.R.S. § 38-35.7-101: SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLEPROPERTYWITHINSUCHDISTRICTS. PROPERTYOWNERSINSUCHDISTRICTSMAYBE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGESUCHINDEBTEDNESSWITHOUTSUCHANINCREASEINMILLLEVIES. PURCHASERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BYCONTACTINGTHECOUNTYTREASURER,BYREVIEWINGTHECERTIFICATEOFTAXESDUEFOR THE PROPERTY, AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. PURCHASERS SHOULD ALSO INVESTIGATE THE DEBT FINANCING REQUIREMENT OF THE AUTHORIZEDGENERALOBLIGATIONINDEBTEDNESSOFSUCHDISTRICTS,EXISTINGMILLLEVIES OFSUCHDISTRICTSERVICINGSUCHINDEBTEDNESS,ANDTHEPOTENTIALFORANINCREASEIN SUCHMILLLEVIES. PurchaserherebyacknowledgesthatunderthelawsoftheStateofColorado any special district may impose property taxes without limit in the future to retire its general obligation debts,notwithstandingitscurrentlevel oftaxation.
k. Statutory Disclosure – Source of Potable Water. Pursuant to C.R.S. § 3835.7-104: The source of potable water for the Residence is: City of Steamboat Springs (Public Works Department), with aphysical address of 115 10th Street, Steamboat Springs, CO 80487, a website of https://steamboatsprings.net/156/Public-Works, and a telephone number of (970) 871-8200. Purchaser is advised to contact the provider to determine the long-term sufficiencyofthe provider’swatersupplies.
l. Statutory Disclosure – Severed Mineral Interests. Pursuant to C.R.S.§ 3835.7-108: THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND TRANSFER OF THE SURFACE ESTATE MAY NOT INCLUDE TRANSFER OF THE MINERAL ESTATE. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OR OTHER MINERALS UNDER THE SURFACE, AND THEY MAY ENTER AND USE THE
SURFACE ESTATE TO ACCESS THE MINERAL ESTATE. THE USE OF THE SURFACE ESTATE TO ACCESS THE MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM, OR OTHER NOTICE OF WHICHMAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. THE OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THIS PROPERTYMAY INCLUDE, BUTISNOTLIMITEDTO, SURVEYING,DRILLING, WELLCOMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS, AND GAS GATHERING AND PROCESSING FACILITIES. PURCHASER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THIS PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION.
m. Building Codes. Spaces such as attics, chase ways, areas above,below, or behind finished interior surfacesof the Residence, or plenums constructed within the Project or withinanindividualResidence,mayberestrictedfromanyalternativeusebybuildingcodes,fire codes, and other laws, ordinances, and regulations, and by the CAM Association Documents. TheseareasarenotavailableforanyOwner’saccess,improvement,oruse.
n. Other Properties. By executing this Agreement, Purchaser acknowledges thatPurchaserhasnotrelieduponanystatements orrepresentationsregardingtheProject,the Residence, or the nature or development of any other properties in the vicinity of the Project, including without limitation any representations made by Seller or any agents or employees of Selleroranyotherrealestateagency,exceptforthosestatementsandrepresentationsexpressly set forth in this Agreement. Purchaser acknowledges and agrees that neither Seller nor any of its brokers, sales representatives, agents, or employees have made any representations regarding the existence, preservation, or permanence of any view from the Residence or the Project, nor have they given Purchaser any assurances whatsoever that Seller either can or will take action to restrict or control the development of any of the real property adjacent to or in the vicinity of the Residence or Project. Purchaser acknowledges that there are no express or implied easements for views or for the passage of light and air to Purchaser’s Residence. The provisionsofthisSubparagraphshallsurviveClosing.
o. Access. Purchaser acknowledges that Seller and/or the Association may grant certain easements to the public and/or adjacent property owners across certain portions of the Project. Such easements shallbe depicted on theMap orotherwise recorded againstthe Property. AllsucheasementsshallbecomePermitted Exceptionshereunder.
p. Mountain Conditions. Ownership of real property in mountain areas involves certain inherent inconveniences. These include, but are not limited to, (a) dripping water onto decks and porches from snow melt, (b) snow and ice build-up on roofs, decks, and porches during winter months, and the need to remove snow and ice to prevent leaking or damageto these structures, (c) the need to maintainthe internal temperature of the Residence ataminimumtemperatureofsixty(60)degreesFahrenheitinordertopreventbrokenpipes,(d)
limitations to, or disruptions or delays in, public or private access to the Project, and (e) other inconveniencesarisingfromthesometimesseverewinterconditionsinthemountains.
q. No Area or Amenity Representations. Purchaser hereby acknowledges that neither Seller nor the Seller Parties nor their respective representatives, agents, or employees have made any representation upon which Purchaser has relied regarding schools, churches, availability of ski, golf, or other recreational or community amenities, public facilities, orfuturedevelopmentofthe areainwhichthe Projectislocated.
r. NaturalMaterials. Purchaseracknowledgesandunderstandsthatlogand woodsidingandwoodfloorsmaybeplannedforcertainportionsoftheResidenceaspartofthe Plans and Specifications. Purchaser understands that the wood products that may be included aspartofthe Residencearenaturalmaterialssubjecttothelawsofnature,andtherefore,some warping, twisting, cracking, and splitting may occur. Purchaser acknowledges that noise transferenceisgreaterfor woodfloorsthanforcarpetedfloors.
s. TrademarksandTradeNames.
i. MarbleHillVenturesMarks. “MarbleHillVentures,”andthemarks associated therewith, are registered trademarks, service marks, or trade names of Seller (the “Marble Hill Ventures Marks”). The CAM Association does not own and, unless a separatecontractualarrangementexiststherefor,doesnothaveuserightsrelatedtothe MarbleHillVenturesMarks. TheCAMAssociationandthe Ownershavenoright,title,or interest in or to the Marble Hill Ventures Marks. However, for as long as Seller (or any affiliate of Seller with rightsto use the Marble Hill Ventures Marks) manages the Project oroperatesanyrentalmanagementorexchangeprogramfortheProject,theProjectmay be known and referred to using the Marble Hill Ventures Marks. Such usage shall be limited as set forth in the Declaration. Any other use of the Marble Hill Ventures Marks by the CAM Association or the Owners is strictly prohibited. Any use of the Marble Hill VenturesMarksbytheCAMAssociationortheOwners,oranyoneelsewithintheProject, which in the sole discretion of Seller is likely to cause confusion or to dilute or disparage theMarbleHillVenturesMarks,orharminanymannertheimageor reputationofSeller or of any affiliate of Seller, is strictly prohibited. In the event Seller or its affiliate ceases to manageoroperatetheProject orrentalorexchangeprogramsrelatingtotheProject, thenSellermayremove,atitssolecost,anysigns,materials,orotherindiciaoftheMarble HillVenturesMarks.
ii. Acknowledgment. Purchaser acknowledges that the Marble Hill VenturesMarksarenotpartoftheProjectandagreesthatneitherPurchasernortheCAM Association has any right, title, or interest in the Marble Hill Ventures Marks. Purchaser isnot athirdpartybeneficiaryoftheMarbleHillVenturesMarks,intendedorotherwise.
t. Acknowledgment;SurvivalofCovenants. Purchaserherebyacknowledges andacceptstheforegoingdisclaimersandagreestowaiveanyandallrightsPurchasermayhave
by virtue of the representations and warranties disclaimed. Purchaser, for itself and for the Purchaser Parties, hereby agrees to indemnify, defend, and hold Seller and the Seller Parties harmless from and against any and all loss, threat of loss, suits, claims, actions, liabilities, damages, obligations, demands, costs, and expenses (including, but not limited to attorneys’ fees) arising out of or in connection with any matter warranty or representation disclaimed in this Paragraph 6 or any breach by Purchaser of any covenant, representation, or warranty containedinthisParagraph6. Theprovisions ofthis Paragraph shallsurviveClosing.
7. Miscellaneous.
a. Enforcement. AllcontroversiesanddisputesbetweenSellerandPurchaser and all claims by Seller or Purchaser against the other directly or indirectly arising out of, or related to, thisAgreement, if and to the extent the same survive Closing in accordance with the terms of this Agreement, must be brought no later than one (1) year following Closing. This provision shall not expand any rights of the parties or extend any limitations periods stated by law, but shall instead act only as a limitation of the parties’ enforcement rights. The provisions ofthisParagraphshallsurviveClosing.
b. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller and their respective heirs, personal representatives, successors, and permitted assigns.
c. ReportingofTransaction. TheTitleCompanydesignatedbySellerorSeller shall prepare promptly after the Closing a form 1099-B with the Internal Revenue Service, if applicable under Section 6045(e)(2) of the Internal Revenue Code, as amended. The Title Companywillalsopreparethe realpropertytransferdeclarationrequiredunderC.R.S.§39-14102,asamendedfromtimeto time.
d. FIRPTA Affidavit. At the Closing, Seller shall deliver to Purchaser a certificate that Seller is not a non-resident alien as defined in the Internal Revenue Code and Treasury Regulations promulgated thereunder as necessary to comply with Section 1445 of the TreasuryRegulations.
e. State of Colorado Withholding Requirements. Seller agrees to execute necessary documents and to comply with requirements of the State of Colorado relating to the withholdingofproceedsofthePurchasePrice.
f. Entire Agreement. This Agreement and the Purchase Contract, together with any exhibits, addenda, or documents referred to in or supplied pursuant to the terms thereof, contain the entire agreement between the parties and may not be modified in any mannerexceptbyaninstrumentinwritingsignedbyallparties.
g. Paragraph Headings. The paragraph headings are inserted only for convenientreferenceanddonot define,limit,orprescribethe scope ofthisAgreement.
h. Governing Law. This Agreement shall be construed under the provisions of Coloradolaw.
i. Number and Gender; Defined Terms. The term “Purchaser” in this Agreement, or any pronoun used in place of that term, shall include the masculine, feminine, singular,plural,individuals,partnerships,orcorporationswhereapplicable. Capitalizedtermsin thisAgreementnotdefinedherein aredefinedintheDeclaration.
j. Severability. Ifanyterms,covenants,orprovisionsofthisAgreementshall be illegal or unenforceable for any reason, the same shall not invalidate any other term, covenants, or provisions,and all of the remaining terms, covenants, and provisions shall remain in fullforceand effect.
k. Survival. Whereapplicable,eachprovisionshallsurvivethe closingof this Agreement and shall be binding upon and inure to the benefit of the parties, their heirs, successors, and assigns, including all of Purchaser’s indemnification obligations and those provisions expressly stated to survive Closing in Paragraphs 3(e), 6, and 7(a). However, upon payment of the Purchase Price by Purchaser, any representations or covenants made by Seller herein, other than the warranty and enforcement provisions, shall be deemed merged with the Deed.
EXECUTEDonthedatesshownbelow.
SELLER: MarbleHillVentures,LLC,aColorado limited liabilitycompany
_______________________
PURCHASER:
PrintName: _________________________
PrintName: _________________________