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HomeMy WebLinkAboutresolution.council.028-19 RESOLUTION#028 (Series of 2019) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING AND RATIFYING THE CONTRACT TO BUY AND SELL REAL ESTATE BY AND BETWEEN THE CITY OF ASPEN (SELLER) AND SOPRIS CENTER LLC (BUYER). WHEREAS, there has been submitted to the City Council a Contract to Buy and Sell Real Estate for the sale of 312 W Hopkins Avenue, by and between the City of Aspen, as Seller, and Sopris Center LLC, as Buyer, a true and accurate copy of which is attached hereto as Exhibit"A"(Contract); and, WHEREAS, the Contract was executed by the City Manager upon the express condition that City Council approved and ratified the Contract and notice of such approval was provided to the Buyer on or before March 1, 2019, or the Contract would be considered terminated. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN,COLORADO: That the City Council of the City of Aspen hereby approves and ratifies the Contract to Buy and Sell Real Estate by and between the City of Aspen and Sopris Center LLC, a copy of which is annexed hereto and incorporated herein, and does hereby authorize and direct the City Manager to provide written notice of such approval to Buyer on or before March 1, 2019. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 25th day of February 2019. Steven Ska on,Mayor I, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen,Colorado, at a meeting held on the day befbjnabov state . Linda Manning,City Clerk 1 2COMPASS Compass Colorado, LLC d/b/a Compass 3 Doug Leibinger 4 Ph: 970-925-6063 5 6 he printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate 7Commission. CBS1-6-18 Mandato 1-19 8 9 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 11 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 12 13 CONTRACT TO BUY AND SELL REAL ESTATE 14 15 (RESIDENTIAL) 16 17 Date: 1/1412019 1s 19 20 AGREEMENT 21 22 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the 23 24 terms and conditions set forth in this contract (Contract). 25 26 2. PARTIES AND PROPERTY. 27 2.1. Buyer. Sopris Center LLC, A Louisiana Limited Liability Company(Buyer) will take title 28 29 to the Property described below as 30 ❑ Joint Tenants ❑ Tenants In Common ©Other TBD prior to closing. 31 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in 32 Additional Provisions. 33 34 2.3. Seller. City of Aspen (Seller) is the current owner of the Property described below. 35 2.4. Property. The Property is the following legally described real estate in the County of 36 Pitkin, Colorado: 37 Subdivision: CITY AND TOWNSITE OF ASPEN Block: 46 Lot: P AND:- Lot: Q 38 39 known as No. 312 W Hyman Street, Aspen, CO 81611, 40 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 41 thereto, and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded 42 43 (Property). 44 45 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 46 2.5.1. Inclusions -Attached. If attached to the Property on the date of this Contract, the 47 48 following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air 49 conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting 5C' blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 51 and controls, built-in vacuum systems (including accessories) and garage door openers (including remote 52 5-1 controls). If checked, the following are owned by the Seller and included (leased items should be listed under 54 Due Diligence Documents): 0 None ❑ Solar Panels ❑ Water Softeners ❑ Security Systems ❑ 55 Satellite Systems (including satellite dishes). If any additional items are attached to the Property after the date 5t of this Contract, such additional items are also included in the Purchase Price. 57 58 2.5.2. Inclusions - Not Attached. If on the Property, whether attached or not, on the date of 59 this Contract, the following items are included unless excluded under Exclusions: storm windows, storm 60 doors, window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, 61 drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon 6 63 monoxide alarms, smoke/fire detectors and all keys. 64 2.5.3. Personal Property -Conveyance. Any personal property must be conveyed at Closing by 65 Seller free and clear of all taxes (except personal property taxes for the year of Closing), liens and 6t encumbrances, except None other. CBSI-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Pa,,e I of 22 Initials 67 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 68 2.5.4. Other Inclusions. The following items, whether fixtures or personal property, are also 69 69 included in the Purchase Price: 70 71 If the box is checked, Buyer and Seller have concurrently entered into a separate 72 73 agreement for additional personal property outside of this Contract. 74 2.5.5. Parking and Storage Facilities. The use or ownership of the following parking 75 facilities: Those appurtenant to said Property.; and the use or ownership of the following storage 76 facilities: 77 Those appurtenant to said Property.. 7g PP P Y•• 79 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 80 investigate. 2.6. Exclusions. The following items are excluded (Exclusions):None 81 82 83 2.7. Water Rights[Well Rights. 84 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 85 n/a 86 Any deeded water rights will be conveyed by a good and sufficient n1a deed at Closing. 87 _ 88 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in 89 §§ 2.7.1, 2.7.3 and 2.7.4, will be transferred to Buyer at Closing: n/a 90 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. 91 92 Buyer understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water 93 Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in 94 Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water 95 Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing 96 97 well form for the well and pay the cost of registration. If no person will be providing a closing service in 98 connection with the transaction. Buyer must file the form with the Division within sixty days after Closing. The 99 Well Permit# is n/a. 100 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are 101 102 as follows: 103 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other 104 Rights Relating to Water), § 2.7.3 (Well Rights), or§ 2.7.4 (Water Stock Certificates), Seller agrees to convey 105 such rights to Buyer by executing the applicable legal instrument at Closing. 106 107 108 3. DATES, DEADLINES AND APPLICABILITY. 109 3.1 Dates and Deadlines. 110 111 112 Item No. Reference Event Date or Deadline 113 1 §4.3 Alternative Earnest Money Deadline 3 Days After MEC 114 Title 115 116 2 §s 8.1, § 8.4 Record Title Deadline 7 Days After MEC 117 120 Days After 118 3 §8.2, § 8.4 Record Title Objection Deadline MEC 119 120 4 §8.3 Off-Record Title Deadline 7 Days After MEC 121 120 Days After 122 5 §8.3 Off-Record Title Objection Deadline MEC 123 124 130 Days After 125 6 §8.5 Title Resolution Deadline MEC 126 127 7 §8.6 Right of First Refusal Deadline 128Owners' Association 129 8 §7.2 Association Documents Deadline 7 Days After MEC 130 131 120 Days After 132 9 §7.4 Association Documents Termination Deadline MEC CBS1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 2 of 22 Initials 133 Seller's Disclosures 134 10 10.1 Seller's Property Disclosure Deadline 7 Days After MEC 135 136 11 §10.10 Lead-Based Paint Disclosure Deadline 137 Loan and Credit 138 12 °5.1 New Loan Application Deadline 139 140 13 §5.2 New Loan Termination Deadline 141 14 5.3 Buyer's Credit Information Deadline 142 Disapproval of Buyer's Credit Information 143 15 §5.3 144 Deadline 145 16 §5.4 Existing Loan Deadline 146 17 §5.4 ExistingLoan Termination Deadline 14_ 18 §5.4 Loan Transfer Approval Deadline 148 149 19 §4.7 Seller or Private Financing Deadline 150 Appraisal 151 20 §6.2 Appraisal Deadline 152 153 21 §6.2 Appraisal Objection Deadline 154 22 §6.2 Appraisal Resolution Deadline 155 Surve 156 157 23 §9.1 New ILC or New Survey Deadline 21 Days After MEC 158 120 Days After 159 24 §9.3 New ILC or New Survey Objection Deadline MEC 160 161 25 4 9.3 New ILC or New Survey Resolution Deadline 130 Days After 162 MEC 163 Inspection and Due Diligence 164 165 120 Days After 166 26 § 10.3 Inspection Objection Deadline MEC 167 168 27 §10.3 Inspection Termination Deadline 169 130 Days After 170 28 1610.3 Inspection Resolution Deadline MEC 171 172120 Days After 173 29 t' 10.5 Property Insurance Termination Deadline MEC 174 30 F- 175 10.6 Due Diligence Documents Delivery Deadline 7 Days After MEC 176 120 Days After 177 31 &10.6 Due Diligence Documents Objection Deadline MEC 178 130 Days After 179 32 § 10.6 Due Diligence Documents Resolution DeadlineMEC EC 181 33 Conditional Sale Deadline 182 183 34 § 10.10 Lead-Based Paint Termination Deadline 184 Closing and Possession 185 140 Days After 186 35 §12.3 Closing Date MEC 187 188 36 §17 1 Possession Date At Closing 189 37 §17 Possession Time At Closing 190 191 38 §28 Acceptance Deadline Date 111612019 Wednesday 192 39 §28 Acceptance Deadline Time 5:00 PM MT 193 40 194 195 41 196 197 198 CBSl-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 3 of 22 Initials 199 Note: If FHA or VA loan boxes are checked in § 4.5.3 (Loan Limitations), the Appraisal deadlines DO NOT 200 apply to FHA insured or VA guaranteed loans. 201 202 203 3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision 204 applies. If any deadline blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation 205 "N/A", or the word "Deleted," such deadline is not applicable and the corresponding provision containing the 206 deadline is deleted. If no box is checked in a provision that contains a selection of"None", such provision 207 208 means that"None" applies. 209 210 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have 211 signed this Contract. 212 213 214 4. PURCHASE PRICE AND TERMS. 215 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 216 follows: 217 218 _ 219 Item No. Reference Item Amount Amount 220 1 4.1 Purchase Price $3,600,000.00 221 2 3 4.3 Earnest Money Y $180,000.00 223 3 § 4.5 New Loan 224 4 § 4.6 Assumption Balance 225 226 5 § 4.7 Private Financing 227 6 § 4.7 Seller Financing 228 229 7 230 8 231 9 § 4.4 Cash at Closing $3,420,000.00 232 233 10 TOTAL $3,600,000.00 $3,600,000.00 234 235 4.2. Seller Concession. At Closing, Seller will credit to Buyer$ n/a (Seller Concession). The 236 237 Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is 238 allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. 239 Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's 240 241 closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, 242 expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 243 elsewhere in this Contract. 244 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a check or 245 246 wire transfer, will be payable to and held by Attorneys Title Insurance Agency(Earnest Money 247 Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, 248 by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for 249 its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the 250 251 Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 252 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing 253 affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing 254 on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such 255 256 fund. 257 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest 258 Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money 259 Deadline. 260 261 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely 262 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is 263 terminated as set forth in § 25 and, except as provided in § 24 (Earnest Money Dispute), if the Earnest Money 26`1' has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to CBS1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 4 of 22 Initials 26� Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within 266 three days of Seller's receipt of such form. 267 4.4. Form of Funds; Time of Payment; Available Funds. 268 269 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan 270 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 271 including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good 272 Funds). 273 274 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be 275 paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 276 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer 277 represents that Buyer, as of the date of this Contract, ® Does ❑ Does Not have funds that are immediately 278 279 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 280 4.5. New Loan. (Omitted as inapplicable) 281 282 4.6. Assumption. (Omitted as inapplicable) 283 284 285 4.7. Seller or Private Financing. (Omitted as inapplicable) 286 287 TRANSACTION PROVISIONS 288 289 5. FINANCING CONDITIONS AND OBLIGATIONS. 290 291 5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or 292 more new loans (New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such 293 lender, must make an application verifiable by such lender, on or before New Loan Application Deadline and 294 exercise reasonable efforts to obtain such loan or approval. 295 295 5.2. New Loan Review. If Buyer is to pay all or part of the Purchase Price with a New Loan, this 297 Contract is conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is 298 satisfactory to Buyer, including its availability, payments, interest rate, terms, conditions and cost. This 299 condition is for the sole benefit of Buyer. Buyer has the Right to Terminate under § 25.1, on or before New 300 Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer's sole subjective discretion. 301 302 Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised 303 Value (defined below) or the Lender Requirements (defined below). IF SELLER IS NOT IN DEFAULT AND 304 DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY 305 WILL BE NONREFUNDABLE, except as otherwise Provided in this Contract (e.9 Appraisal, Title, Survey). 306 307 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 308 309 5.4. Existing Loan Review. (Omitted as inapplicable) 310 311 312 6. APPRAISAL PROVISIONS. 313 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified 314 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 315 Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 316 317 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 318 6.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective 319 loan type set forth in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 320 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value 321 322 is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 323 Buyer may, on or before Appraisal Objection Deadline: 324 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this 325 Contract is terminated; or 326 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by 327 328 either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 329 Purchase Price (Lender Verification). 330 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or CBS 1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 5 of 22 Initials 331 before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 332 thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 333 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, 334 335 i.e., on or before expiration of Appraisal Resolution Deadline. 336 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 337 the purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to 338 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has been 339 340 given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing 341 Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised 342 value of the Property of not less than $ . The purchaser (Buyer) shall have the privilege and option of 343 proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. 344 345 The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and 346 Urban Development will insure. HUD does not warrant the value nor the condition of the Property. The 347 purchaser (Buyer) should satisfy himself/herself that the price and condition of the Property are acceptable. 348 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 349 350 the purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 351 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 352 reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) 353 shall, however, have the privilege and option of proceeding with the consummation of this Contract without 354 355 regard to the amount of the reasonable value established by the Department of Veterans Affairs. 356 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 357 removals or repairs, including any specified in the Appraisal (Lender Requirements) to be made to the Property 358 (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract 359 360 terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless 361 prior to termination: (1) the parties enter into a written agreement to satisfy the Lender Requirements; (2) the 362 Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is waived in 363 writing by Buyer. 364 365 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 366 timely paid by ❑Buyer ❑Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, 367 appraisal management company, lender's agent or all three. 368 369 7 OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common 370 371 Interest Community and subject to the declaration (Association). 372 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 373 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 374 375 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 376 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 377 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS 378 WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN 379 OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE 380 381 ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL 382 IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE 383 COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN 384 ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND 385 386 THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON 387 INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE 388 ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY 389 AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 390 391 7.2• Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 392 Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller 393 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 394 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, 395 regardless of who provides such documents. 39E, CBSl-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 6 of 22 Initials 39i 7.3. Association Documents. Association documents (Association Documents) consist of the 398 following: 399 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of 400 401 organization, operating agreements, rules and regulations, party wall agreements and the Association's 402 responsible governance policies adopted under§ 38-33.3-209.5, C.R.S.; 403 7.3.2. Minutes of: (1)the annual owners' or members' meeting and (2) any executive 404 boards'or managers' meetings; such minutes include those provided under the most current annual disclosure 405 406 required under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the 407 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 408 minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 409 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 410 411 Disclosure, including, but not limited to, property, general liability, association director and officer professional 412 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 413 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 414 7.3.4. A list by unit type of the Association's assessments, including both regular and 415 416 special assessments as disclosed in the Association's last Annual Disclosure; 417 7.3.5. The Association's most recent financial documents which consist of: (1)the 418 Association's operating budget for the current fiscal year, (2) the Association's most recent annual financial 419 statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's 420 421 last Annual Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list 422 of the fees and charges (regardless of name of title of such fees or charges)that the Association's community 423 association manager or Association will charge in connection with the Closing including, but not limited to, any 424 fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update 425 fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record Change 426 427 Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves or working 428 capital due at Closing and (6) reserve study, if any (§§ 7.3.4 and 7.3.5, collectively, Financial Documents); 429 7.3.6. Any written notice from the Association to Seller of a "construction defect action" 430 under§ 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or 431 432 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation 433 to disclose adverse material facts as required under§ 10.2 (Disclosure of Adverse Material Facts; Subsequent 434 Disclosure; Present Condition) including any problems or defects in the common elements or limited common 435 elements of the Association property. 436 437 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 438 Buyer has the Right to Terminate under§ 25.1, on or before Association Documents Termination Deadline, 439 based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective 440 discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, 441 442 at Buyer's option, has the Right to Terminate under§ 25.1 by Buyer's Notice to Terminate received by Seller on 443 or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the 444 Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller 445 after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does 446 447 not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association 448 Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the 449 provisions of§ 8.6 (Right of First Refusal or Contract Approval). 450 451 8 TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 452 453 8.1. Evidence of Record Title. 454 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 455 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 456 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title 457 458 Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 459 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 460 soon as practicable at or after Closing. 461 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 462 CBSl-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 7 of 22 Initials 463 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 464 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title 465 465 Commitment), in an amount equal to the Purchase Price. 467 If neither box in § 8.1.1 or§ 8.1.2 is checked, § 8.1.1 applies. 468 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment OWill ❑Will Not 469 contain Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete 470 or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, 471 472 (3) survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 473 of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed 474 tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by ❑Buyer 475 ©Seller ❑ One-Half by Buyer and One-Half by Seller ❑ Other . 476 477 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 478 delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require 479 a New Survey or New ILC. defined below, among other requirements for OEC. If the Title Insurance 480 Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.5 (Right to Object to Title, 481 482 Resolution). 483 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, 484 declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other 485 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 486 487 the Title Commitment furnished to Buyer(collectively, Title Documents). 488 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 489 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 490 the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the 491 492 documents required in this Section will be at the expense of the party or parties obligated to pay for the 493 owner's title insurance policy. 494 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 495 covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title 496 497 Deadline. 498 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 499 Commitment and any of the Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or 500 before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or 501 content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title 502 503 condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are 504 not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 505 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 506 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 507 508 documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, (2) 509 any change to the Abstract of Title, Title Commitment or Title Documents, or(3) any endorsement to the Title 510 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.2 511 Record Title), an title objection b Buyer is governed b the provisions set forth in 8.5 (Right to Object to 512 ( ) Y 1 Y Y 9 Y P § ( 9 1 513 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required 514 by § 8.1 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title 515 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the 516 Abstract of Title, Title Commitment and Title Documents as satisfactory. 517 518 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true 519 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 520 easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or 521 other title matters (including, without limitation, rights of first refusal and options) not shown by public records, 522 523 of which Seller has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New 524 Survey governed under§ 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate 525 if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, 526 boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any 527 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 528 CBS 1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 8 of 22 Initials 529 (Record Title) and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on 530 or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the 531 Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review 532 533 and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 534 pursuant to this § 8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 535 8.5 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title 536 Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters 537 538 and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 539 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 540 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 541 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 542 543 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF 544 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 545 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS 546 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY 547 548 CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE 549 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 550 COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 551 A tax certificate from the respective county treasurer listing any special taxing districts that effect the 552 553 Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is 554 located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective 555 discretion, Buyer may object, on or before Record Title Objection Deadline. If the Tax Certificate shows that 556 the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, 557 Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 558 559 inclusion in a special taxing district as unsatisfactory to Buyer. 560 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective 561 discretion, to any title matters includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off-Record Title), § 562 8.4 (Special Taxing District) and § 13 (Transfer of Title). If Buyer objects to any title matter, on or before the 563 564 applicable deadline, Buyer has the following options: 565 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 566 title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not 567 agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 568 569 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 570 Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 571 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 572 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 573 574 (Off-Record Title) or§ 8.4 (Special Taxing Districts), the Title Resolution Deadline also will be automatically 575 extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 576 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under 577 § 25.1, on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 578 579 subjective discretion. 580 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property 581 or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and 582 conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to 583 approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or 584 585 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 586 notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 587 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 588 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 589 590 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the 591 title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, 592 set-back requirements, area, zoning, building code violations, unrecorded easements and claims of 593 easements, leases and other unrecorded agreements, water on or under the Property, and various laws and 594 CBSI-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 9 of 22 Initials 595 governmental regulations concerning land use, development and environmental matters. 596 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 597 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 598 599 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 600 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, 601 OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 602 PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 603 604 PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 605 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE 606 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 607 AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 608 609 COUNTY CLERK AND RECORDER. 610 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 611 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 612 WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, 613 614 PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 615 FACILITIES. 616 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 617 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 618 INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE 619 620 COLORADO OIL AND GAS CONSERVATION COMMISSION. 621 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 622 excepted, excluded from, or not covered by the owner's title insurance policy. 623 8,8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such 624 625 matters as there are strict time limits provided in this Contract (e.g , Record Title Objection Deadline and 626 Off-Record Title Objection Deadline). 627 628 9. NEW ILC, NEW SURVEY. 629 630 9.1. New ILC or New Survey. If the box is checked, a: 1) ❑ New Improvement Location Certificate 631 (New ILC); or, 2) ❑ New Survey in the form of ; is required and the following will apply: 632 9.1.1. Ordering of New ILC or New Survey. OSeller ❑Buyer will order the New ILC or New 633 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, 634 635 certified and updated as of a date after the date of this Contract. 636 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be 637 paid, on or before Closing, by: ©Seller ❑Buyer or: 638 639 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or 640 the provider of the opinion of title if an Abstract of Title) and buyers broker and attorney will receive a New 641 ILC or New Survey on or before New ILC or New Survey Deadline. 642 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by 643 644 the surveyor to all those who are to receive the New ILC or New Survey. 645 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 646 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 647 change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, 648 649 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 650 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or 651 New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in 652 Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, 653 notwithstanding § 8.3 or§ 13: 654 655 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is 656 terminated; or 657 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that 658 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires 659 660 Seller to correct. CBS1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Paac 10 of 22 Initials 661 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 662 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed 663 in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will 664 665 terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's 666 written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before 667 expiration of New ILC or New Survey Resolution Deadline. 668 669 670 DISCLOSURE, INSPECTION AND DUE DILIGENCE 671 672 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, AND 673 674 SOURCE OF WATER. 675 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline , Seller 676 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 677 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of 678 this Contract. 679 680 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 681 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 682 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 683 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 684 685 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 686 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges 687 that Seller is conveying the Property to Buyer in an "As Is" condition, " Where Is"and"With All Faults" 688 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 689 690 to have inspections (by one or more third parties, personally or both) of the Property and Inclusions 691 (Inspection), at Buyer's expense. If(1) the physical condition of the Property, including, but not limited to, the 692 roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of 693 the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and 694 695 communication services), systems and components of the Property (e.g., heating and plumbing), (4) any 696 proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise 697 (whether on or off the Property) and its effect or expected effect on the Property or its occupants is 698 unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 699 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 700 701 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 702 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, 703 pursuant to § 25.1, that this Contract is terminated due to any unsatisfactory condition. Inspection 704 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in § 705 706 3.1 for Inspection Termination Deadline. 707 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 708 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 709 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 710 711 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on or 712 before expiration of Inspection Resolution Deadline. 713 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 714 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 715 716 engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that 717 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 718 kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 719 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 720 721 such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 722 Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 723 Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 724 termination of this Contract. This § 10.4 does not apply to items performed pursuant to an Inspection 725 725 Resolution. CBSI-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 I of_'2 Initials 727 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of 728 and premium for property insurance (Property Insurance). Buyer has the Right to Terminate under§ 25.1, on or 729 before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property 730 731 Insurance, in Buyer's sole subjective discretion. 732 10.6. Due Diligence. 733 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 734 copies of the following documents and information pertaining to the Property (Due Diligence Documents)to 735 736 Buyer on or before Due Diligence Documents Delivery Deadline: 737 ❑ 10.6.1.1. All current leases, including any amendments or other occupancy 738 agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the 739 Property that survive Closing are as follows (Leases): 740 741 © 10.6.1.2. Other documents and information: 742 Copies of any of the following, to the extent the following exist and are in Seller's possession: 743 utility bills relating to the Property for the last 12 months; any architectural drawings, 744 745 blueprints or other plans or specifications regarding any improvements on or to the Property 746 (including but not limited to any as-built construction plans therefor); any warranties, 747 manuals, instructional brochures or similar materials relating to the Property or Inclusions, or 748 749 their use, operation or maintenance. 750 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 751 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 752 unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 753 754 Objection Deadline: 755 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this 756 Contract is terminated; or 757 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description 758 759 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 760 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents 761 Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and 762 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 763 764 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 765 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e., on 766 or before expiration of Due Diligence Documents Resolution Deadline. 767 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 768 that certain property owned by Buyer and commonly known as n/a. Buyer has the Right to Terminate under§ 769 770 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 771 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 772 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right 773 774 to Terminate under this provision. 775 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer 776 ❑Does ©Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 777 Water Addendum disclosing the source of potable water for the Property. ®There is No Well. Buyer ❑Does 778 ❑ 779 Does Not acknowledge receipt of a copy of the current well permit. 780 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 781 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED 782 SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 783 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 784 785 10.10. Lead-Based Paint 786 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or 787 more residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit 788 of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based 789 790 Paint Disclosure (Sales)form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not 791 timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the Lead-Based 792 Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under§ 25.1 by Seller's receipt of Buyer's CBS1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Paae 12 of22 Initials 7913 Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 794 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk 795 assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, 796 797 Buyer has a Right to Terminate under§ 25.1 by Seller's receipt of Buyer's Notice to Terminate on or before the 798 expiration of the Lead-Based Paint Termination Deadline. If Buyer's Notice to Terminate would otherwise be 799 required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller 800 on or before Closing. Buyer may elect to waive Buyer's right to conduct or obtain a risk assessment or 801 802 inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does 803 not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition of the Property relative to 804 any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 805 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired 806 80- heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for Bos sleeping purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the 809 Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each 810 Bedroom or in a location as required by the applicable building code. 811 812 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 813 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 814 such fact. No disclosure is required if the Property was remediated in accordance with state standards and 815 other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has 816 817 the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used 818 as a methamphetamine laboratory. Buyer has the Right to Terminate under§ 25.1, upon Seller's receipt of 819 Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test 820 results that indicate the Property has been contaminated with methamphetamine, but has not been remediated 821 to meet the standards established by rules of the State Board of Health promulgated pursuant to § 822 823 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 824 825 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 826 827 828 CLOSING PROVISIONS 829 830 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 831 832 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing 833 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 834 Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's 835 lender is required to provide the Closing Company, in a timely manner, all required loan documents and 836 financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and 837 838 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 839 will sign and complete all customary or reasonably-required documents at or before Closing. 840 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑Are DAre 841 Not executed with this Contract. 842 843 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 844 date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing 845 will be as designated by title company. 846 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of 847 848 service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 849 companies). 850 851 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 852 853 including the tender of any payment due at Closing, Seller, provided another deed is not selected, must 854 execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. However, if the box is 855 checked, the parties agree to use the corresponding deed instead: 856 857 858 ❑ general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed CBSl-6-15. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 13 of 22 Initials 859 ❑ special warranty deed. 860 13.1. Special Warranty Deed and General Warranty Deed Exceptions. If title will be conveyed 861 862 using a special warranty deed or a general warranty deed, title will be conveyed subject to: 863 13.1.1. General taxes for the year of Closing, 864 13.1.2. Distribution utility easements (including cable TV), 865 13.1.3. Those specifically described rights of third parties not shown by the public records 866 867 of which Buyer has actual knowledge and which were accepted by Buyer in accordance with with § 8.3 868 (Off-Record Title) and § 9 (New ILC or New Survey), 869 13.1.4. Inclusion of the Property within any special taxing district, 870 13.1.5. Any special assessment if the improvements were not installed as of the date of 871 Buyer's signature hereon, whether assessed prior to or after Closing and 872 873 13.1.6. Other . 874 13.2. Special Warranty Deed. In addition to the requirements of§ 13.1, if title will be conveyed by 875 a special warranty deed, Seller will warrant title against all persons claiming by, through or under Seller subject 876 877 to those specific recorded exceptions, if any, created during Seller's ownership of the Property and described 878 by reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer 879 in accordance with § 8.2 (Record Title) and described in the deed by reference to the specific recording 880 information for each recorded document. 881 13.3. General Warranty Deed. In addition to the requirements of§ 13.1, if title will be conveyed by 882 883 a general warranty deed, Seller will warrant the title subject to those specific recorded exceptions described by 884 reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer in 885 accordance with § 8.2 (Record Title) and described in the deed by reference to the specific recording 886 information for each recorded document. 887 888 889 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 890 owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental 891 liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not 892 893 and previous years' taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or 894 from any other source. 895 896 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 897 898 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs 899 and all other items required to be paid at Closing, except as otherwise provided herein. 900 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 901 ❑ Buyer ❑ Seller 0 One-Half by Buyer and One-Half by Seller 902 ❑ Other 903 904 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, 905 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter. Any fees incident 906 to the issuance of Association's Status Letter must be paid by ®None ❑Buyer ❑Seller ❑One-Half by 907 908 Buyer and One-Half by Seller. Any Record Change Fee must be paid by ❑ None ❑ Buyer ® Seller 9o9 ❑ One-Half by Buyer and One-Half bSeller . 910 15.4. Local Transfer Tax. h The Local Transfer Tax of 1.5 % of the Purchase Price must 911 be paid at Closing by ❑ None® Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller. 912 913 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 914 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 915 Closing by ❑None ❑Buyer ❑Seller ®One-Half by Buyer and One-Half by Seller. The Private Transfer 917 91fee, whether one or more, is for the following association(s): in the total amount of% of the Purchase Price or 918 $ 919 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of 920 this Contract, do not exceed $ for: 921 922 ❑ Water Stock/Certificates ❑ Water District 923 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ and must be paid at Closing by 024 None ❑Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller CBS 1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 14 of 22 Initials 92_� 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 926 must be paid when due by®None ❑Buyer ❑Seller ❑ One-Half by Buyer and One-Half by Seller. 927 15.8. FIRPTA and Colorado Withholding. 928 929 15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of 930 the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 931 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this 932 933 Section is checked, Seller represents that Seller ❑IS a foreign person for purposes of U.S. income taxation. If 934 the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. 935 income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 936 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes 937 Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax 938 939 advisor to determine if withholding applies or if an exemption exists. 940 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a 941 portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after 942 Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 943 944 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 945 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 946 determine if withholding applies or if an exemption exists. 947 948 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing 949 950 Date, except as otherwise provided: 951 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and 952 general real estate taxes for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately 953 preceding Closing y j y y 954 ® Most Recent Mill Lev and Most Recent Assessed Valuation, adjusted b an 955 applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption or ❑ Other . 956 16.2. Rents. Rents based on ❑ Rents Actually Received ❑Accrued. At Closing, Seller will 957 transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful 958 959 deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller 960 must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such 961 Leases. 962 16.3. Association Assessments. Current regular Association assessments and dues 963 (Association Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the 964 965 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 966 except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be 967 obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 968 assessment assessed prior to Closing Date by the Association will be the obligation of ❑Buyer ❑Seller. 969 970 Except however, any special assessment by the Association for improvements that have been installed as of 971 the date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller. 972 Seller represents there are no unpaid regular or special assessments against the Property except the current 973 regular assessments and . Association Assessments are subject to change as provided in the Governing 974 975 Documents. 976 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan and . 977 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 978 979 980 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 981 Possession Time, subject to the Leases as set forth in § 10.6.1.1. 982 983 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and 984 985 will be additionally liable to Buyer for payment of$ 500 per day (or any part of a day notwithstanding § 18.1) 986 from Possession Date and Possession Time until possession is delivered. 987 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the 988 989 following box is checked, then Buyer ❑Does Not represent that Buyer will occupy the Property as Buyer's 990 principal residence. CBS I-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 15 of 22 Initials 991 992 ❑ If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. 993 994 99, GENERAL PROVISIONS 996 997 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 998 999 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United l000 States Mountain Time (Standard or Daylight Savings, as applicable). 1001 18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g., three days after 1002 MEC), when the ending date is not specified, the first day is excluded and the last day is included. If any 1003 1004 deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline ®Will ❑ 1005 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be 1006 checked, the deadline will not be extended. 1007 1008 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 1009 1010 AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be 1011 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 1012 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 1013 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 1014 P P 9 ( P Y 9 ) 1015 total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 1016 paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to 1017 repair the Property before Closing Date. Buyer has the Right to Terminate under§ 25.1, on or before Closing 1018 Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer 1019 1020 elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 1021 insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the 1022 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may 1023 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 1024 1025 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the 1026 option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 1027 insurance company and Buyer's lender; or(2) the parties may enter into a written agreement prepared by the 1028 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller 1029 1030 has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of 1031 any deductible that applies to the insurance claim. 1032 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 1033 communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or 1034 plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is 1035 1036 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 1037 age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such 1038 Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 1039 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 1040 1041 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 1042 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 1043 or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives 1044 such a credit, Seller's right for any claim against the Association, if any, will survive Closing. 1045 1046 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1047 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 1048 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 25.1, on or 1049 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer 1050 1051 elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is 1052 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1053 the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the 1054 Purchase Price. 1055 1056 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to CBS1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residcniial Page 16 of 22 Initials 1057 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1058 complies with this Contract. 1059 19.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty 1060 1061 programs that may be purchased and may cover the repair or replacement of such Inclusions. 1062 1063 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1064 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1065 1066 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1067 this Contract. 1068 1069 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1070 1071 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including 1072 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1073 provided in this Contract or waived, the non-defaulting party has the following remedies: 1074 21.1. If Buyer is in Default: 1075 1076 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 1077 Money (whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest 1078 Money is not a penalty and the Parties agree the amount is fair and reasonable. Seller may recover such 1079 additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force 1080 1081 and effect and Seller has the right to specific performance or damages, or both. 1082 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. 1083 is checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to 1084 Seller and retained by Seller. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES 1085 and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 1086 1087 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform 1088 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 1089 damages. 1090 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1091 1092 Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be 1093 proper. Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the 1094 right to specific performance or damages, or both. 1095 1096 1097 22• LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 1098 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must 1099 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1100 expenses. 1101 1102 1103 23. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not 1104 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties 1105 meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot 1106 1107 impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must agree to 1108 the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the 1109 cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire dispute 1110 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1111 other at thatparty's last known address (physical or electronic as provided in 27 . Nothing in this Section 1112 (P Y P § ) 9 1113 prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, before or after the 1114 date of written notice requesting mediation. This Section will not alter any date in this Contract, unless 1115 otherwise agreed. 1116 1117 1118 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1119 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In 1120 the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the 1121 Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any 1122 CBS1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 17 of 22 Initials 1123 proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of 1124 competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 1125 1125 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money 1127 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the 1128 case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the 1129 parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money 1130 Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest 1131 1132 Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 1133 obligation of§ 23 (Mediation). This Section will survive cancellation or termination of this Contract. 1134 1135 25. TERMINATION. 1136 1137 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to 1138 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1139 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1140 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right 1141 1142 to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to 1143 Terminate under such provision. 1144 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1145 hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 1146 1147 22, 23 and 24. 1148 1149 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and 1150 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 1151 prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this 1152 1153 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 1154 enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by its 1155 terms, exists or is intended to be performed after termination or Closing survives the same. Any successor to a 1156 party receives the predecessor's benefits and obligations of this Contract. 1157 1158 1159 27. NOTICE, DELIVERY AND CHOICE OF LAW. 1160 27,1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing, 1161 except as provided in § 27.2 and is effective when physically received by such party, any individual named in 1162 1163 this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with 1164 such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage 1165 Firm). 1166 27.2, Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in 1167 1168 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 1169 such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 1170 Closing must be received by the party, not Broker or Brokerage Firm) at the electronic address of the recipient 1171 by facsimile, email or text. 1172 1173 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email 1174 at the email address of the recipient, (2) a link or access to a website or server provided the recipient receives 1175 the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax No.) of the 1176 recipient. 1177 1178 27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed 1179 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1180 contract in Colorado for real property located in Colorado. 1181 1182 1183 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, 1184 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 1185 acceptance pursuant to § 27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1186 accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be 1187 executed by each party, separately and when each party has executed a copy thereof, such copies taken1188 CBSl-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 18 of 22 Initials 1189 together are deemed to be a full and complete contract between the parties. 1190 1191 29 GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1192 1193 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1194 Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; 1195 and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. 1196 1197 1198 FADDITIONAL PROVISIONS AND ATTACHMENTS 1199 1200 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 1201 1202 Colorado Real Estate Commission.) 1203 a. CITY OF ASPEN TRANSFER TAXES. Pursuant to Ordinance No. 20, Series 1979, of the City 1204 of Aspen, a Wheeler Real Estate Transfer Tax (WRETT) in the amount of one-half of one 1205 Percent (•005) of the purchase price shall be payable by Buyer at closing. Pursuant to Ordinance No. 13, Series 1990, of the City of Aspen, a Housing Real Estate Transfer Tax (HRETT) in the amount of one percent (.01) of the purchase price exceeding $100,000 shall be payable by Buyer at closing. (The first $100,000 is exempt from the tax). b. CLEANING: Seller agrees to deliver the subject properties in "Maid Clean" condition . "Maid Clean" shall be defined as "all personal property and trash removed, all appliances cleaned, all floors mopped/vacuumed, all carpets professionally cleaned, all bathroom fixtures, tubs, and showers cleaned, all walls and windows professionally cleaned and free of dirt." c. Buyer shall have the right, at Buyer's expense, to have Property inspected by professionals of Buyer's choice. The inspections shall include, although not be limited to, an examination of all existing improvements on the Property including having same tested for the existence of radon gas, the status of all land use approvals or the necessity for same, the completed construction, or any other matter of concern to Buyer, including without limitation, the actual lot size, location and square footage of improvements, building, zoning and allowed use regulations, irrigation water rights, well(flow rate, capacity, depth, recovery rate, suitability for Buyer's needs, exempt status such as household, domestic, etc., water quality, potability, location on Property), septic (useful life of the system, capacity and suitability for size of house, pumping needs, location on property), leach field(adequacy, location on Property, percolation rate), environmental(such as the presence on the Property of mold, radon gas, asbestos, petroleum products, methamphetamine and/or byproducts from the production of methamphetamine or other hazardous substances or materials) or soils matters, the presence or absence on or about the Property of radiant heating systems, electromagnetic fields, termites or other infestations, exterior insulation and finish systems, artificial stucco, polybutylene plumbing materials, roofing materials, proximity to a floodplain or hazardous waste site, the presence and location on the Property of carbon monoxide alarms, the availability and quality of schools, the impact of air traffic, the dues, fees, taxes or similar charges that are or may be assessed or levied by any applicable association or taxing authority, crime statistics, and other similar matters. Buyer shall have until the Inspection Objection Deadline ("Due Diligence Period") within which to approve the conditions reflected by such inspections and to determine if the Property is suitable for Buyer's intended use, in Buyer's sole and absolute discretion. If Buyer terminates this Contract during the Due Diligence Period or the Final Due Diligence Items Deadline, then Buyer shall have the right to receive the immediate refund of the earnest money deposit and all interest accrued thereon, and all obligations under the Contract shall terminate. CBS1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 19 of 22 Initials d. Buyer shall have the right to assign this Contract to a trust or other entity owned or controlled by Buyer or organized for the benefit of Buyer or the members of Buyer's family. e. The following shall be conditions to Buyer's obligation to close. The Closing Date shall be on the 10th business day following the satisfaction of all of these conditions, except to the extent waived by Buyer in writing in Buyer's sole discretion. Buyer also retains all inspection and due diligence rights provided for in this Contract and none of the following shall be construed as a waiver of any such rights (including without imitation Buyer's right to review the Current Survey and object to any matters revealed thereby). 1. Conceptual approval by Historic Preservation Commission to construct a two story addition on the rear of the existing building allowing access at both the first and second level (thereby avoiding the need for two stairs). 2. Approval of the Historic Preservation Commission and the City of Aspen of 434 Square Feet of"BONUS SQUAE FOOTAGE". (434 Square Feet is the area listed by the City Assessor as the size of the existing original garage to be maintained in the development. This simply replaces the typical parking garage exemption which is not permitted by the City since it is located in the front of the house.) 3. Removal of three of the five spruce trees at the rear of the property. (Removal of these trees allows construction access, foundation construction, and vehicular access to planned garage in addition with higher access for one taller cars. The existing historic garage in the front of the building is only 6'1"in height.) 4. Resolution to Buyer's satisfaction of the adjacent property "retaining wall"leaning and encroaching on the City of Aspen property at 312 W. Hyman. 5. Receipt of a survey, at Seller's expense, that meets city building permit application requirements. (This include topography, tree locations, utilities etc.). 31. OTHER DOCUMENTS. 31.1. The following documents are a part of this Contract: 31.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in § 17 the Post-Closing Occupancy Agreement is a part of this Contract. 31.2. The following documents have been provided but are not a part of this Contract: SIGNATURES Date: 1/15/2019 Buyer: Sopris Center LLC, A Louisiana Limited Liability Company By: Henry Lambert [NOTE: If this offer is being countered or rejected, do not sign this document. Date: Seller: City of Aspen By: City of Aspen CBS I-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 20 of 22 Initials END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does ❑ 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 of termination, 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 check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under§ 23. Broker is working with Buyer as a ❑ Buyer's Agent 0 Transaction-Broker in this transaction. ❑ This is a Change of Status. ❑ Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by 19 Listing Brokerage ❑ Buyer ❑ Other . Brokerage Firm's Name: Compass Colorado, LLC d/b/a Compass Brokerage Firm's License#: Date: 1/14/2019 Broker's Name: Doug Leibinger Broker's License#: FA 040009481 Address:403 Lewis Lane Basalt, CO 81621 Ph: 970-925-6063 Fax: Email Address: doug@compass.com;dannielle.gaines@compass.com 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does ❑ 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 of termination, 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 check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under§ 23. Broker is working with Seller as a ❑ Seller's Agent ❑ Transaction-Broker in this transaction. ❑ This is a Change of Status. CBS 1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 21 of 22 Initials ❑ Customer. Broker has no brokerage relationship with Seller. See § 32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other . Brokerage Firm's Name: Aspen Snowmass Sothebys International Realty Brokerage Firm's License#: Date: Broker's Name: Andrew Ernemann Broker's License#: Address:415 East Hyman Avenue Aspen, CO 81611 Ph: 970-925-6060 Fax: Email Address: andrew.ernemann@sothebysrealty.com CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) LlM eLontracts - 2016 Llivi Software Loi; CBS 1-6-15. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 22 of 22 Initials Aspen Snowmass Sotheby's International Realty Aspen Sothebys 415 East Hyman Avenue Aspen, CO 81611 Snowniass .4TERE 10HAI PEAU♦ Andrew Ernemann andrew.ernemann@sothebysrealty.com Ph: 970-379-8125 Fax: 888-550-2881 he printed portions of this form, except differentiated additions, have been approved by the Colorado Real 1 Estate Commission. (CP40-6-18) (Mandatory 1-19) 2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 3 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 4 5 COUNTERPROPOSAL 6 Date: 111712019 7 8 1. This Counterproposal supersedes and replaces any previous counterproposal. This 9 Counterproposal amends the proposed contract dated 1/14/2019 (Contract), between City of Aspen (Seller), and Sopris Center LLC, A Louisiana Limited Liability Company (Buyer), 10 relating to the sale and purchase of the following legally described real estate in the County of Pitkin, Colorado: 1 i Subdivision: CITY AND TOWNSITE OF ASPEN Block: 46 Lot: P AND:- Lot: Q 12 known as No. 312 W Hyman Avenue, Aspen, CO 81611 (Property). 13 NOTE: If the table is omitted, or if any item is left blank or is marked in the "No Change" column, it 14 means no change to the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 15 16 2. §3.1 Dates and Deadlines. [Note: This table may be omitted if inapplicable.] 17 18 IteReference Event Date or Deadline change No Deleted No.1 4.3 Alternative Earnest Money Deadline Title 2 §8.1,§8.4 Record Title Deadline 3 §8.2.§8.4 Record Title Objection Deadline 4 §8.3 Off-Record Title Deadline 5 48.3 Off-Record Title Objection Deadline 6 §8.5 Title Resolution Deadline 7 §8.6 Right of First Refusal Deadline Owners'Association 8 §7.2 Association Documents Deadline 9 §7.4 Association Documents Termination Deadline Seller's Disclosures 10 t?10.1 Seller's Property Disclosure Deadline 11 §10.10 Lead-Based Paint Disclosure Deadline CBS 1,2,F1 7 days afterMEC Loan and Credit 12 §5.1 Loan Application Deadline 13 §5.2 Loan Termination Deadline 14 §5.3 Buyer's Credit Information Deadline 15 §5.3 Disapproval of Buyer's Credit Information Deadline 16 §5.4 Existing Loan Documents Deadline 17 §5.4 Existing Loan Documents Termination Deadline 18 §5.4 Loan Transfer Approval Deadline 19 §4.7 Seller or Private Financing Deadline Appraisal 20 T-§62 Appraisal Deadline C'P40-6-18 COUNTERPROPOSAL Page 1 of 4 21 6.2 Appraisal Objection Deadline 22 F'6.2 Appraisal Resolution Deadline Survey 42523 §9.1 New ILC or New SurveyDeadline 24 §9.3 New ILC or New Survey Objection Deadline §9.3 New ILC or New Survey Resolution Deadline Inspection and Due Diligence 26 §10.3 Inspection Objection Deadline 0 27 §10.3 Inspection Termination Deadline Q 28 §10.3 Inspection Resolution Deadline 0 29 §10.5 Property Insurance Termination Deadline 0 30 §10.6 Due Diligence Documents Delivery Deadline 31 §10.6 Due Diligence Documents Objection Deadline 32 §10.6 Due Diligence Documents Resolution Deadline 33 §10.6 Environmental Inspection Objection Deadline CBS2,3,4 0 34 §10.6 ADA Evaluation Objection Deadline CBS2,3,4 Q 35 §10.7 Conditional Sale Deadline 36 §10.10 Lead-Based Paint Termination Deadline CBS 1,2,F1 _ 37 §11.1, 11.2 Estoppel Statements Deadline CBS2,3,4 0 38 §11.3 Estoppel Statements Termination Deadline CBS2,3,4 0 Closin and Possession 39 _Ci 12.3 Closing Date 0 40 §17 Possession Date At Closing 41 §17 Possession Time After Closing and Funding 42 43 19 20 3. §4. PURCHASE PRICE AND TERMS. [Note: This table may be deleted if inapplicable.] 21 22 The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 23 24 Item No. Reference Item Amount Amount 1 § 4.1 Purchase Price $3,800,000.00 2 § 4.3 Earnest Money $190,000.00 3 § 4.5 New Loan 4 § 4.6 Assumption Balance 5 § 4.7 Private Financing 6 § 4.7 Seller Financing 7 8 9 § 4.4 Cash at Closing $3,610,000.00 10 OTAL 1 $3,800,000.001 $3,800,000.00 25 26 4. ATTACHMENTS. The following are a part of this Counterproposal: 27 None. 28 Note: The following documents have been provided but are not a part of this Counterproposal: 29 None. 30 31 5. OTHER CHANGES. CP40-6-18. COUNTERPROPOSAL Page 2 of 4 A. Section 9.1. Survey: The "New Survey" box shall be checked. B. Section 10.6.1.2 shall be stricken in its entirety. Seller shall provide Buyer with an accounting of utilities expense for the past twelve months. C. Section 15.3. Status Letter and Record Change Fees: The "Seller" box referencing the Record Change Fee shall be unchecked and the "None" box shall be checked. D. Section 15.5. Private Transfer Fee: The "One-Half by Buyer and One-Half by Seller" box shall be unchecked and the "None" box shall be checked. 32 E. Section 30.E (and subsections 1-5) shall be stricken in its entirety. F. Section 33. Brokers Acknowledgments and Compensation Disclosure: The "Does Not" box shall be checked, the "Seller's Agent" box shall be checked and the "Seller" box shall be checked. G. The Seller shall have until March 1st, 2019 to obtain Aspen City Council approval of the Contract. In the event the Contract is approved by the Aspen City Council then Seller shall provide written notice to Buyer on or before March 1st, 2019. If the Contract is not approved by Aspen City Council or Seller does not provide Buyer written notice of the approval on or before March 1st, 2019 then the Contract shall be considered terminated. 6. ACCEPTANCE DEADLINE. This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before Friday, January 18, 2019 at 5:00 PM MST. Date Time If accepted, the Contract, as amended by this Counterproposal, will become a contract between Seller and Buyer. All other terms and conditions of the Contract remain the same. Date: 1/17/2019 Seller: City of Aspen By: Sara Ott Address: Seller: Date: Address: #e,vy G.l(/ k./�t Date: 1/18/2019 Buyer: Sopris Center LLC, A Louisiana Limited Liability Company By: Henry Lambert CP40-6-1 K. COUNTERPROPOSAL Page 3 of 4 Address: 44 45 Buyer: Date: 46 Address: Note: When this Counterproposal form is used, the Contract is not to be signed by the party initiating this 47 Counterproposal. Brokers must complete and sign the Broker's Acknowledgments and Compensation Disclosure portion of the Contract. CP40-6-18. COUNTERPROPOSAL LI H eLCrltracts - .c,1016 L I Ili �Cfiwai c LCrp. CP40-6-18. COUNTERPROPOSAL Page 4 of 4 Aspen Snowmass Sotheby's International Realty Aspen Sothebys 415 East Hyman Avenue Aspen, CO 81611 Snowmass ..,,L,. Andrew Ernemann andrew.ernemann@sothebysrealty.com Ph: 970-379-8125 Fax: 888-550-2881 he printed portions of this form, except differentiated additions, have been approved by the Colorado Real 1 Estate Commission. (CP40-6-18) (Mandatory 1-19) 2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 3 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 4 5 COUNTERPROPOSAL 6 Date: 111712019 7 8 1. This Counterproposal supersedes and replaces any previous counterproposal. This 9 Counterproposal amends the proposed contract dated 111412019 (Contract), between City of Aspen (Seller), and Sopris Center LLC, A Louisiana Limited Liability Company(Buyer), 10 relating to the sale and purchase of the following legally described real estate in the County of Pitkin, Colorado: 11 Subdivision: CITY AND TOWNSITE OF ASPEN Block: 46 Lot: P AND:- Lot: Q 12 known as No. 312 W Hyman Avenue, Aspen, CO 81611 (Property). 13 NOTE: If the table is omitted, or if any item is left blank or is marked in the "No Change" column, it 14 means no change to the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 15 16 2. -3.1 Dates and Deadlines. [Note: This table may be omitted if inapplicable.] 17 is Item Reference Event Date or Deadline Chan a Deleted No.1 4.3 Alternative Earnest Money Deadline Title 2 8.1,§8.4 Record Title Deadline 3 8.2,§8.4 Record Title Objection Deadline 4 8.3 Off-Record Title Deadline 5 8.3 Off-Record Title Objection Deadline 6 8.5 Title Resolution Deadline 7 F?8.6 Right of First Refusal Deadline Owners'Association 8 7.2 Association Documents Deadline 9 §7.4 Association Documents Termination Deadline Seller's Disclosures 10 `_?10.1 Seller's Property Disclosure Deadline 11 10.10 Lead-Based Paint Disclosure Deadline CBS 1,2, F1 7 days after MEC Loan and Credit 12 §5.1 Loan Application Deadline 13 §5.2 Loan Termination Deadline 14 5.3 Buyer's Credit Information Deadline 15 §5.3 Disapproval of Buyer's Credit Information Deadline 16 §5.4 Existing Loan Documents Deadline 17 §5.4 Existing Loan Documents Termination Deadline 18 §5.4 Loan Transfer Approval Deadline 19 Fa 4.7 Seller or Private Financing Deadline �ppraisal 20 6.2 Appraisal Deadline CP40-6-18. COUNTERPROPOSAL Page I of4 21 §6.2 Appraisal Objection Deadline 22 §6.2 Appraisal Resolution Deadline Q Survey 23 9.1 New ILC or New Survey Deadline 0 24 §9.3 New ILC or New Survey Objection Deadline 0 25 9-3 New ILC or New Survey Resolution Deadline Q Ins ection and Due Diligence 26 ?10.3 Inspection Objection Deadline 27 §10.3 Inspection Termination Deadline 28 E;10.3 Inspection Resolution Deadline 0 29 10.5 Property Insurance Termination Deadline 30 F2 10.6 Due Diligence Documents Delivery Deadline 0 31 F;10.6 Due Diligence Documents Objection Deadline 0 32 10.6 Due Diligence Documents Resolution Deadline 0 33 10.6 Environmental Inspection Objection Deadline CBS2,3,4 0 34 §10.6 ADA Evaluation Objection Deadline CBS2,3,4 35 10.7 Conditional Sale Deadline 36 §10.10 Lead-Based Paint Termination Deadline CBS 1,2, F1 0 37 t,11.1, 11.2 Estoppel Statements Deadline CBS2,3,4 0 38 §11.3 Estoppel Statements Termination Deadline CBS2,3,4 Closing and Possession 39 §12.3 Closing Date 0 40 §17 Possession Date At Closing 41 §17 Possession Time After Closing and Funding 42 43 19 20 3. §4. PURCHASE PRICE AND TERMS. [Note: This table may be deleted if inapplicable.] 21 22 The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 23 24 Item No. Reference Item Amount Amount 1 § 4.1 Purchase Price $3,800,000.00 2 § 4.3 Earnest Money $190,000.00 3 § 4.5 New Loan 4 § 4.6 Assumption Balance 5 § 4.7 Private Financing 6 § 4.7 Seller Financing 7 8 9 § 4.4 Cash at Closing $3,610,000.00 10 TOTAL 1 $3,800,000.001 $3,800,000.001 25 26 4. ATTACHMENTS. The following are a part of this Counterproposal: 28 Note: The following documents have been provided but are not a part of this Counterproposal: 29 30 31 5. OTHER CHANGES. CP40-6-18. COUNTERPROPOSAL Page 2 of 4 A. Section 9.1. Survey: The "New Survey" box shall be checked. B. Section 10.6.1.2 shall be stricken in its entirety. Seller shall provide Buyer with an accounting of utilities expense for the past twelve months. C. Section 15.3. Status Letter and Record Change Fees: The "Seller" box referencing the Record Change Fee shall be unchecked and the "None" box shall be checked. D. Section 15.5. Private Transfer Fee: The "One-Half by Buyer and One-Half by Seller" box shall be unchecked and the "None" box shall be checked. 32 E. Section 30.E (and subsections 1-5) shall be stricken in its entirety. F. Section 33. Broker's Acknowledgments and Compensation Disclosure: The "Does Not" box shall be checked, the "Seller's Agent" box shall be checked and the "Seller" box shall be checked. G. The Seller shall have until March 1st, 2019 to obtain Aspen City Council approval of the Contract. In the event the Contract is approved by the Aspen City Council then Seller shall provide written notice to Buyer on or before March 1st, 2019. If the Contract is not approved by Aspen City Council or Seller does not provide Buyer written notice of the approval on or before March 1st, 2019 then the Contract shall be considered terminated. 6. ACCEPTANCE DEADLINE. This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before Friday, January 18, 2019 at 5:00 PM MST. Date Time If accepted, the Contract, as amended by this Counterproposal, will become a contract between Seller and Buyer. All other terms and conditions of the Contract remain the same. 38 Date: 1/17/2019 Seller: City of Aspen By: Sara Ott Address: 39 40 Seller: Date: Address: #ewy Zaxkee Date: 111812019 Buyer: Sopris Center LLC, A Louisiana Limited Liability Company By: Henry Lambert CP40-6-18. COUNTERPROPOSAL Page 3 of 4 Address: 44 45 Buyer: Date: 46 Address: Note: When this Counterproposal form is used, the Contract is not to be signed by the party initiating this 4i Counterproposal. Brokers must complete and sign the Broker's Acknowledgments and Compensation Disclosure portion of the Contract. CP40-6-18. COUNTERPROPOSAL Contracts - ©2016 CTM Software Corp. CP40-6-18. COUNTERPROPOSAL Page 4 of 4 Seller's Settlement Statement Attorneys Title Insurance Agency of Aspen, LLC 715 West Main Street Ste. 202 Aspen , CO 81611 Phone: (970)925-7328 Fax: (970) 925-7348 Settlement Date: 06/07/2019 Escrow officer/Closer: Nicole Lebby Order Number: 18003943 Buyer: Sopris Center LLC, a Louisiana Limited Liability Company Seller: City of Aspen Property location: 312 West Hyman Avenue Aspen, CO 81611 Seller Debit Credit Financial Consideration Sale Price of Property 3,800,000.00 Prorations/Adjustments Sewer proration - ESTIMATE to Aspen Consolidated Sanitation 147.25 04/01/19-06/30/19 Commissions Commission to Listing Broker to Aspen Snowmass Sotheby's International Realty 76,000.00 Commission to Selling Broker to Compass Colorado, LLC d/b/a Compass 114,000.00 EscrowMtle Charges Sale Closing fee to Attomeys Title Insurance Agency of Aspen, LLC 150.00 CO-110.1 (Delete 1,2, 3,4)to Attorneys Title Insurance Agency of Aspen, LLC 75.00 Owner's Title Insurance to Attorneys Title Insurance Agency of Aspen, LLC 6,960.00 Coverage: 3,800,000.00 Premium: 6,960.00 Version: ALTA Owners Policy(06/17/06) Miscellaneous Debits/Credits Water- ESTIMATE to Aspen Utility Billing 200.00 Subtotals 197,532.25 3,800,000.00 Balance Due TO Seller 3,602,467.75 TOTALS 3,800,000.00 3,800,000.00 Seller City of Aspen BY: Sara G. Ott Attorneys Title Insurance Agency of Aspen, LLC Settlement Agent Aspen Snowmass Sotheby's International Realty Listing Agent/Broker