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HomeMy WebLinkAboutresolution.council.046-12RESOLUTION # �j (Series of 2012) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO; APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ANDREW ERNEMANN OF BJ ADAMS FOR REAL ESTATE BROKER SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for Real Estate Broker Services, between the City of Aspen and Andrew Ernemann of BJ Adams, a true and accurate copy of which is attached hereto as Exhibit "A "; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for real estate broker services, between the City of Aspen and Andrew Ernemann of BJ Adams, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 14th day .of May 2012. Of, 3'b Michael C. Irel npMayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, May 14, 2012. ath G The Bin of Aspen CITY OF ASPEN STANDARD FORM OF AGREEMENT v2009 PROFESSIONAL SERVICES City of Aspen Project No.: 2011 -090. AGREEMENT made as of 14`x' day of May, in the year 2012. BETWEEN the City: C t t A t• The City of Aspen c/o Capital Asset Management 130 South Galena Street Aspen, Colorado 81611 Phone: (970) 920 -5055 And the Professional: Andrew Ernemann c/o BJ Adams 534 E. Hopkins Avenue Aspen, CO 81611 Phone: 922 -2170 For the Following Project: Zeal Estate Broker and Consulting Services on rac moun . Total: Services as needed If this Agreement requires the City to pay. an amount of money in excess of $25,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. City Council Approval: Date: Resolution No.: Exhibits appended and made a part of this Agreement: Exhibit A: Scope of Work. Exhibit B: Fee Schedule. Exhibit C: State approved forins for real estate transactions Agreement Professional Services Page 0 The City and Professional agree as set forth below... 1. Scope of Work. Professional shall perform in a competent and professional manner the Scope of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein. 2. Completion. Professional shall commence Work immediately upon receipt of a written Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is consistent with professional skill and care and the orderly progress of the Work in a timely manner. The parties anticipate that all Work pursuant to this Agreement shall be completed no later than May 14, 2013. Upon request of the City, Professional shall submit, for the City's approval, a schedule for the performance of 'Professional's services which shall be adjusted as required as the project proceeds, and which shall include allowances for periods of time required by the City's project engineer for review and approval of submissions and for approvals of authorities having jurisdiction over the project. This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the Professional. 3. PMMent. In consideration of the work performed, City shall pay Professional on a time and expense basis for all work performed. The hourly rates for work performed by Professional shall not exceed those hourly rates set forth at Exhibit B appended hereto. Except as otherwise mutually agreed to by the parties the payments made to Professional shall not initially exceed the amount set forth above. Professional shall submit, in timely fashion, invoices for work performed. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the matter with Professional within ten days from receipt of the Professional's bill. 4. Non - Assignability. Both parties recognize that this Agreement is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub - Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or obligations under this Agreement. Professional shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractors' officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due which may be due to any sub - contractor. 5. Termination of Procurement. The sale contemplated by this Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. 6. Termination of Professional Services. The Professional or the City may terminate the Professional Services component of this Agreement, without specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. No fees shall be earned after the effective date of the termination. Upon any termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Professional pursuant to this Agreement shall become the property of the City. Notwithstanding the above, Professional shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of Agreement Professional Services Page 1 this Agreement by the Professional, and the City may withhold any payments to the Professional for the purposes of set -off until such time as the exact amount of damages due the City from the Professional may be determined. 7. Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to use his or her best efforts to provide the said services on behalf -of the City. No agent, employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Professional. None of the benefits provided by City to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Professional. Professional shall be solely and entirely responsible for its acts and for the acts of Professional's agents, employees, servants and subcontractors during the performance of this contract. Professional shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Professional and/or Professional's employees engaged in the performance of the services agreed to herein. 8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self - insurance pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or -are in any manner connected with this contract, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the Professional, or which arises out of any workmen's compensation claim of any employee of the Professional or of any employee of any subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands at the sole expense of the Professional, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the Professional for the portion of the judgment attributable to such act, omission, or other fault of the City, its officers, or employees. 9. Professional's Insurance. (a) Professional agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Agreement Professional Services Page 2 Professional shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. (b) Professional shall procure and maintain, and shall cause any subcontractor of the Professional to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (i) Workers' Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each employee. Evidence of qualified self - insured status may be substituted for the Workers' Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1 ,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. (iii) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate with respect to each Professional's owned, hired and non - owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no owned automobiles, the requirements of this Section shall be met by each employee of the Professional providing services to the City under this contract. (iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000) aggregate. (c) The policy or policies required above shall be endorsed to include the City and the City's officers and employees as additiorial insureds. Every policy required above shall be Agreement Professional Services Page 3 primary insurance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by. Professional. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. (d) The certificate of insurance provided to the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. (e) Failure on the part of the Professional to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach. of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of the premiums against monies due to Professional from City. (f) City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. (g) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24 -10 -101 et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. 10. City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency ( CIRSA) and as such participates in the CIRSA Proper- ty /Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. 11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire undertaking of the parties relevant to the subject matter thereof and there are no verbal or written- representations, agreements, warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. Agreement Professional Services Page 4 12. Notice. Any written notices as called for herein may be hand delivered or mailed by certified mail return receipt requested to the respective persons and /or addresses listed above. 13. Non - Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Professional agrees to meet all of the requirements of City's municipal code, Section 13 -98, pertaining to non - discrimination in employment. 14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Professional to which the same may apply and, until complete performance by Professional of said term, covenant or condition, the City shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. 15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence) following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly authorized official in his absence) to execute the same. 16. Illegal Aliens — CRS 8- 17.5 -101 & 24- 76.5 -101. (a) Purpose. During the 2006 Colorado legislative session, the Legislature passed House Bills 06 -1343 (subsequently amended by HB 07 -1073) and 06 -1023 that added new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the City of Aspen, from knowingly hiring an illegal alien to perform work under a contract, or to knowingly contract with a subcontractor who knowingly hires with an illegal alien to perform work under the contract. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The following -terms and conditions have been designed to comply with the requirements of this new law. (b) Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the City of Aspen. "Basic Pilot Program" means the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is administered by the United States Department of Homeland Security. Agreement Professional Services Page 5 "Public Contract for - Services" means this Agreement. "Services" means the furnishing of labor, time, or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. (c) By signing this document, Professional certifies and represents that at this time: (i) Professional shall confirm the employment eligibility of all employees who are newly hired for employment in the United States; and (ii) Professional has participated or attempted to participate in the Basic Pilot Program in order to verify that new employees are not employ illegal aliens. (d) Professional hereby confirms that: (i) Professional shall not knowingly employ or contract new employees without confirming the employment eligibility of all such employees hired for employment in the United States under the Public Contract for Services. (ii) Professional shall not enter into a contract with a subcontractor that fails to confirm to the Professional that the subcontractor shall not knowingly hire new employees without confirming their employment eligibility for employment in the United States under the Public Contract for Services. (iii) Professional has verified or has attempted to verify through participation in the Federal Basic Pilot Program that Professional does not employ any new employees who are not eligible for employment in the United States; and if Professional has not been accepted into the Federal Basic Pilot Program prior to entering into the Public Contract for Services, Professional shall forthwith apply to participate in the Federal Basic Pilot Program and shall in writing verify such application within five (5) days of the date of the Public Contract. Professional shall continue to apply to participate in the Federal Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Professional is accepted or the public contract for services has been completed, whichever, is earlier. The requirements of this section shall not be required or effective if the Federal Basic Pilot Program is discontinued. (iv) Professional shall not use the Basic Pilot Program procedures to undertake pre - employment screening of job applicants while the Public Contract for Services is being performed. (v) If Professional obtains actual knowledge that a subcontractor performing work under the Public Contract for Services knowingly employs or contracts with a new employee who is an illegal alien, Professional shall: Agreement Professional Services Page 6 (1) Notify such subcontractor and the City of Aspen within three days that Professional has actual knowledge that the subcontractor has newly employed or contracted with an illegal alien; and (2) Terminate the, subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the new employee who is an illegal alien; except that Professional shall not terminate the Public Contract for Services with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (vi) Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado, Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8 -17.5 -102 (5), C.R.S. (vii) If Professional violates any provision of the Public. Contract for Services pertaining to the duties imposed by Subsection 8- 17.5 -102, C.R.S. the City of Aspen may terminate the Public Contract for Services. If the Public Contract for Services is so terminated, Contractor shall be liable for actual and consequential damages to the City of Aspen arising out of Professional's violation of Subsection 8 -17.5 -102, C.R.S. (ix) -If Professional operates as a sole proprietor, Professional hereby swears or affirms under penalty of perjury that the Professional (1) is a citizen of the United States or otherwise lawfully present in the United States pursuant to federal law, (2) shall comply with the provisions of CRS 24- 76.5 -101 et seq., and (3) shall produce one of the forms of identification required by CRS 24- 76.5 -103 prior to the effective date of this Agreement. 16. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest. (a) Professional warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Professional for the purpose of securing business. (b) Professional agrees not to give any employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for Agreement Professional Services Page 7 ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (c) Professional represents that no official, officer, employee or representative of the City during the term of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. (d) In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Purchase Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a- Professional contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Professional; and 4. Recover such value from the offending parties. 17. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 18. General Terms. (a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) If any of the provisions of this Agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time of the execution hereof and that after execution no alteration, change or modification shall be made except upon a writing signed by the parties. (d) This Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. Agreement Professional Services Page 8 • IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in three copies each of which shall be deemed an original on the date first written above. CIT OF ASPE/N, COLORADO:- PROFESSIONAL: r [Signature] [Signature t A .♦ ./.' A ' By: [N� e] [Name] I n' T=2L14(1 Title: tot, CL Date: 4-73c// Date: Co •5. I Z Approved as to form: City ttorney's Office Agreement Professional Services Page 9 EXHIBIT A: SCOPE OF WORK The real estate broker will act as the Owner's Agent for the City of Aspen. Duties and Services shall include but are not limited to: • Performing the terms of any written or oral agreement with buyer and /or seller • Presenting all offers to and from buyer and /or seller in a timely manner regardless of whether buyer and /or seller is already a party to a contract to purchase the property • Disclosing to buyer and /or seller adverse material facts actually known by Broker • Advising buyer and /or seller regarding the transaction and to obtain expert advice as to material matters about which Broker knows but the specifics of which are beyond the expertise of Broker • Accounting in a timely manner for all money and property received • Keeping City fully informed regarding the transaction. • Be able to offer expert advice on general market conditions and on specific properties whether the City is interested in buying or selling. • Evaluate proposals brought to the city by private entities. • Presenting opportunities to purchases and sales to City'Council • Answering questions about general market conditions and advising City Council on purchases, proposals, and selling City properties. • Use only 2011, or later revisions of, Colorado Real Estate Commission Approved Contracts and Forms • Under no circumstances shall the broker act as a transaction agent. The City may decide it is in our best interest to sell a property and the Broker may be expected to manage that transaction as well. There may also be circumstances where the City receives direct offers to buy or sell real property where the City may or may not determine to use the Broker's services. Specifically excluded is the Zupansis property which is currently in negotiations with a potential buyer. Affordable housing units for sale are listed and sold by the Aspen Pitkin Housing Authority, and are excluded from the Broker's responsibilities. Transactions between the City and non- profit institutions are excluded from the Broker's responsibilities. The Broker shall not disclose the following information without the informed consent of the City: • That the City is willing to pay more than the purchase price offered, or accept less than the listed price. • What the City's motivating factors are • That the City will agree to financing terms other than those offered • Any material information about the City unless disclosure is required by law or failure to disclose such information would constitute fraud or dishonest dealings • Any facts or suspicions regarding circumstances that could psychologically impact or stigmatize the property Agreement Professional Services Page 10 Contract Period The contract between the City and the successful Broker shall be for a period of one year with two (2) one year renewal options. The City of Aspen further reserves the right to hire another broker for consulting services in cases where cases of perceived conflict of interest could exist. Agreement Professional Services Page 11 EXHIBIT B: FEE SCHEDULE Commissions to be paid at the following rates • Under $5,000.000 pays 2% • $5,000,000 to $10,000,000 pays 1.5% • Greater than $10,000,000 pays 1% 3% would be added to the above structure for coop transactions with another broker, or if the City's broker handles. both selling and listing side of closed transactions. Consulting will be billed to the City at the rate of $100 per hour, including research in addition to the broker's normal research activities, written and presented reports, and Broker Value Opinion reports. Periodic briefing meetings with the City's real estate manager (the Capital Asset Direct or other assigned or included staffers) will be considered a normal part of business not subject to this fee. Agreement Professional Services Page 12 1 B] *ADAMS AND COMPANY 3 B7.tADAdLc ,.,, c0niNrNr 534 E. Hopkins Avenue Aspen, CO 81611 4 Andrew Ernemann 5 Ph: 970 - 922 -2111 Fax: 970 - 920 -2927 6 he printed portions of this form, except differentiated additions, have been approved by the Colorado 7 Real Estate Commission. (BC60 -8 -10) (Mandatory 1 -11) 8 9 I I THIS IS A BINDING CONTRACT. THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE 12 PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 13 14 Compensation charged by brokerage firms is not set bylaw. Such charges are established by each real ,5 16 estate brokerage firm. 11 18 DIFFERENT BROKERAGE RELATIONSHIPS ARE AVAILABLE WHICH INCLUDE BUYER AGENCY, 19 20 SELLER AGENCY OR TRANSACTION - BROKERAGE. 21 \ 22 23 EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT 24 25 26 ® BUYER AGENCY ❑ TRANSACTION - BROKERAGE 27 28 29 Date: 511012012 30 31. 32 1. AGREEMENT. Buyer and Brokerage Firm enter into this exclusive, irrevocable contract (Buyer Listing >4 Contract) as of the date set forth above. 35 36 37 2. BROKER AND BROKERAGE FIRM. 38 39 40 ® 2.1. Multiple- Person Firm. If this box is checked, the individual designated by Brokerage Firm to serve 41 as the broker of Buyer and to perform the services for Buyer required by this Buyer Listing Contract is called 42 43 Broker. If more than one individual is so designated, then references in this Buyer Listing Contract to Broker shall 44 include all persons so designated, including substitute or additional brokers. The brokerage relationship exists 45 only with Broker and does not extend to the employing broker, Brokerage Firm or to any other brokers employed 17 or engaged by Brokerage Firm who are not so designated. 48 49 ❑ 2.2. One Pei-son Firm. If this box is eheeked, Bre'tef is a real estate bfakeraga firm with anly one 50 57 eensed mattiral person. Referenees im this Buyer Listing Gentiaet to Brelter or Brokerage Firm meam bot 52 53 54 reelti red by this Btjyer Listing ' 55 57 3. DEFINED TERMS. 58 3.1. Buyer: City of Aspen 50 60 and any other person or entity on whose behalf the named party acts, directly or indirectly, to Purchase the 61 Property. s2 P Y• 63 65 3.2. Brokerage Firm: BJ *ADAMS AND COMPANY �s 66 67 6,13 3.3. Broker: Andrew Ernemann 69 70 71, 3.4. Property. Property means real estate that substantially meets the following requirements 72 73 or similar real estate acceptable to Buyer: 74 which is located in Pitkin County, Colorado. 75 3.5. Purchase. 76 3.5.1. Purchase means the acquisition of an Interest in the Property or the creation of the right to 77 q Y• P Y 9 78 acquire any interest in the Property (including a contract or lease). It also includes an agreement to acquire any 79 ownership interest in an entity that owns the Property. s0 81 ❑ 3.5.2. If this box is checked, Buyer authorizes Broker to negotiate a lease of the - Property. Lease of 82 the Property or Lease means any lease of an interest in the Property. 83 84 3.6. Term. The Term of this Buyer Listing Contract shall begin on 512812012 , and shall continue BC60 -8 -10. EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT Page I of 6 85 • through the earlier of (1) completion of the Purchase of the Property or Lease of the Property or (2) 513112013 86 87 Broker shall continue to assist in the completion of any purchase or lease for which compensation is payable to 88 Brokerage Firm under § 7 of this contract. 89 90 3.7. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The 91 abbreviation "N /A" or the word "Deleted" means not applicable. The abbreviation "MEC" (mutual execution of this 92 contract) means the date upon which both parties have signed this Buyer Listing Contract. 93 94 3.8. Day; Computation of Period of Days, Deadline. 95 3.8.1. Day. As used in this Buyer Listing Contract, the term day" shall mean the entire day ending at 96 11:59 p.m., United States Mountain Time (Standard or Daylight Savings as applicable). 97 98 3.8.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date 99 is not specified, the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline 100 falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline ®Shall ❑Shall Not be 101 .102 extended to the next day not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline shall 103 not be extended. 104 1.05 106 4. BROKERAGE RELATIONSHIP. 107 4.1. If the Buyer Agency box at the top of page 1 is checked, Broker shall represent Buyer as a Buyer's 108 limited agent (Buyer's Agent). If the Transaction - Brokerage box at the top of page 1 is checked, Broker shall act 109 1.10 as a Transaction-Broker, 11.1 4.2. In- Company Transaction — Different Brokers. When the seller and Buyer in a transaction are working 113 113 with different brokers, those brokers continue to conduct themselves consistent with the brokerage relationships 114 they have established. Buyer acknowledges that Brokerage Firm is allowed to offer and pay compensation to 115 brokers within Brokerage Firm working with a seller. 116 4.3. In- Company Transaction — One Broker. If the seller and Buyer are both working with the same .117 118 Broker, Broker shall function as: 119 4.3.1. Buyer's Agent. If the Buyer Agency box at the top of page 1 is checked, the parties agree the 1.21. 121. following applies: 1 22 4.3.1.1. Buyer Agency Only. Unless the box in § 4.3.1.2 (Buyer Agency Unless Brokerage 123 Relationship with Both) is checked, Broker shall represent Buyer as Buyer's Agent and shall treat the seller as 1125 a customer. A customer is a party to a transaction with whom Broker has no brokerage relationship. Broker shall 126 disclose to such customer Broker's relationship with Buyer. 127 ❑ 4.3.1.2. Buyer Agency Unless Brokerage Relationship with Both. If this box is checked, 128 Broker shall represent Buyer as Buyers €TM 1.29 s Agent and shall treat the seller as a customer, unless Broker 1.30 • currently has or enters into an agency or Transaction - Brokerage relationship with the seller, in which case Broker 131 shall act as a Transaction- Broker. 132 133 134 neither box is eheeked, B . relter she" werk with Buyer as a TrBmsaetiam Brakei. A Tramseetiam Bra! er shall perforr" 135 1.36 137 f the seller and Buyer are orking With the safne broker, Broker shall eamfinue to funetion as a Tramseetiom 138 Broker. 139 140 141 5. BROKERAGE DUTIES. Brokerage Firm, acting through Broker, as either a Transaction - Broker or a Buyer's 142 Agent, shall perform the following Uniform Duties when working with Buyer: 143 5.1. Broker shall exercise reasonable skill and care for Buyer, including but not limited to the following: 1.44 1.45 5.1.1. Performing the terms of any written or oral agreement with Buyer; 1.46 5.1.2. Presenting all offers to and from Buyer in a timely manner regardless of whether Buyer is already 147 a party to a contract to Purchase the Property; 148 149 5.1.3. Disclosing to Buyer adverse material facts actually known by Broker; 1.50 5.1.4. Advising Buyer regarding the transaction and advising Buyer to obtain expert advice as to material 151 matters about which Broker knows but the specifics of which are beyond the expertise of Broker; 152 153 5.1.5. Accounting in a timely manner for all money and property received; and '154 5.1.6. Keeping Buyer fully informed regarding the transaction. 155 5.2. Broker shall not disclose the following information without the informed consent of Buyer: 156 157 5.2.1. That Buyer is willing to pay more than the purchase price offered for the Property; 1.58 5.2.2. What Buyer's motivating factors are; 1.59 5.2.3. That Buyer will agree to financing terms other than those offered; 160 5.2.4. Any material information about Buyer-unless disclosure is required by law or failure to disclose 161. 1.62 such information would constitute fraud or dishonest dealing; or 163 5.2.5. Any facts or suspicions regarding circumstances that could psychologically impact or stigmatize 165 the Property. 166 5.3. Buyer consents to Broker's disclosure of Buyer's confidential information to the supervising broker or BC60 -8 -10. EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT Page 2 of 6 167 168 1.69 170 171, 1.72 113 174 175 176 177 1.78 179 180 181 182 183 184 1.85 186 187 1.88 189 190 191 192 193 194 1.95 196 197 198 199 200 201. 202 203 204 205 206 207 208 209 21.0 211 21.2 213 214 215 21.6 2.17 21.8 219 220 221 222 223 224 225 226 227 "2.28 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 designee for the purpose of proper supervision, provided such supervising broker or designee shall not further disclose such information without consent of Buyer, or use such information to the detriment of Buyer. 5.4. Broker may show properties in which the Buyer is interested to other prospective buyers without breaching any duty or obligation to such Buyer. Broker shall not be prohibited from showing competing buyers the same property and from assisting competing buyers in attempting to purchase. a particular property. 5.5. Broker shall not be obligated to seek other properties while Buyer is already a party to a contract to purchase property. 5.6. Broker has no duty to conduct an independent inspection of the Property for the benefit of Buyer and has no duty to independently verify the accuracy or completeness of statements made by a seller or independent inspectors. Broker has no duty to conduct an independent investigation of Buyers financial condition or to verify the accuracy or completeness of any statement made by Buyer. 5.7. Broker shall disclose to any prospective seller all adverse material facts actually known by Broker, including but not limited to adverse material facts concerning Buyer's financial ability to perform the terms of the transaction and whether Buyer intends to occupy the Property as a principal residence. 5.8. Buyer understands that Buyer shall not be liable for Broker's acts or omissions that have not been approved, directed, or ratified by Buyer. 6. ADDITIONAL DUTIES OF BUYER'S AGENT. If the Buyer Agency box at the top of page 1 is checked, Broker is Buyer's Agent, with the following additional duties: 6.1. Promoting the interests of Buyer with the utmost good faith, loyalty and fidelity; 6.2. Seeking a price and terms that are acceptable to Buyer; and 6.3. Counseling Buyer as to any material benefits or risks of a transaction that are actually known by Broker. 7. COMPENSATION TO BROKERAGE FIRM. In consideration of the services to be performed by Broker, Brokerage Firm shall be paid as set forth in this section, with no discount or allowance for any efforts made by Buyer or any other person. Brokerage Firm shall be entitled to receive additional compensation, bonuses, and incentives paid by listing brokerage firm or seller. Broker shall inform Buyer of the fee to be paid to Brokerage Firm and, if there is a written agreement, Broker shall supply a copy to Buyer, upon written request of Buyer. Check Compensation Arrangement: ® 7.1. Listing Brokerage Firm or Seller May Pay. Buyer IS Obligated to Pay. Broker is authorized and instructed to request payment of the Brokerage Firm's fee from the listing brokerage firm or seller. Buyer shall be obligated to pay any portion of Brokerage Firm's fee as described in § 7.2 which is not paid by the listing brokerage firm or seller. ® 7.2. Buyer Will Pay. Buyer shall be obligated to pay the Brokerage Firma €TMs fee as described in § 7.2.1 (Success Fee) unless the box in A§ 7.3 (Listing Brokerage Firm or Seller May Pay. Buyer is NOT Obligated to Pay s checked. Y6 i 7.2.1. Success Fee. Brokerage Firm shall be paid by Buyer as follows: 7.2.1.1. Amount. A fee equal to % of the purchase price, but not less than $ except as provided in subsection § 7.2.1.2. 7.2.1.2. Adjusted Amount. ❑ Section 18. Additional Provisions or ® Other Section 7.2.4 below 7.2.1.3. When Earned. The Success Fee is earned by the Brokerage Firm upon the Purchase of the Property and is payable upon closing of the transaction. If any transaction fails to close as a result of the seller's default, with no fault on the part of Buyer, the Success Fee shall be waived. If any transaction fails to close as a result of Buyers default, in whole or in part, the Success Fee shall not be waived; such fee shall be payable upon Buyer's default, but in any event not later than the date that the closing of the transaction was to have occurred. ❑ 7.2.2. Hourly Fee. Brokerage Firm shall pay Brokerage Firm $ n/a per hour for time spent by Broker pursuant to this Buyer Listing Contract,up to a maximum total fee of $ n/a . This hourly fee shall be paid to Brokerage Firm upon receipt of an invoice from Brokerage Firm. ❑ 7.2.3. Retainer Fee. Buyer shall pay Brokerage Firm a nonrefundable retainer fee of $ n/a due and payable upon signing of this Buyer Listing Contract. This amount ❑Shall ❑Shall Not be credited against other fees payable to Brokerage Firm under this section. ® 7.2.4. Other Compensation. The Success Fee shall be commensurate with the Contract executed between the City of Aspen and Andrew Ernemann for real estate broker'services. 1:1 7.3. Listing Brokerage Firm or Seller May Pay. Buyer *9 d to Pay. Brokei is atitherized to obtain payment of the BrokeFage Firm's fee frafn the listing brokerage firfn or seller. Provided Buyer has fulfilled BC60 -8 -10. EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT Page 3 of 6 250 Buyer's obligations in this Buyer Listing Gantfoet, Buyer shall not be obligated to pay Brokerage Form's fee. If no 251 252 box is eheeked above, then § 7.2 (Buyer Will Pay) sha I apply. 253 ❑ 7.4. Lease Fee. If the box in § 3.5.2 is checked and if Brokerage Firm is unable to obtain payment of 254 255 Brokerage Firm a €TMs entire fee from listing brokerage firm or landlord, Buyer shall pay the Brokerage Firm a fee as 256 follows, less any amounts paid by the listing brokerage firm or landlord: 251 25£3 7.4.1. Amount. $ Per Square Foot per up to a maximum of 259 or % of the ❑ Net ❑ Gross amount of rent payable under the lease up to a maximum of 260 7.4.2. Adjusted Amount. ❑ See Section 18. Additional Provisions or ❑ Other 26.1 267 7.4.3. Other. 263 7.4.4. When Earned. This lease fee is earned upon the execution of the Lease. One -half of this 264 lease fee shall be paid upon mutual execution of the Lease and one -half upon possession of the premises by 265 266 tenant or as follows: If the Lease, executed after the date of this Buyer Listing 267 Contract, contains an option to extend or renew, Brokerage Firm ❑Shall ❑Shall Not be paid a fee upon 269 269 exercise of such extension or renewal option. If Brokerage Firm is to be paid a fee for such extension or renewal, 270 the amount of such fee and its payment shall be as follows: 271 7.5. Holdover Period. Brokerage Firm5ETMS fee shall apply to Property contracted for (or leased if A§ 272 273 3 3.5.2 is checked) during the Term of this Buyer Listing Contract or any extensions and shall also apply to Property 274 contracted for or leased within 180 calendar days after this Buyer Listing Contract expires or is terminated 275 (Holdover Period) (1) if the Property is one on which Broker negotiated and (2) if Broker submitted its address or 276 ®Shall 277 other description in writing to Buyer during the Term, (Submitted Property). Provided, however, Buyer 278 ❑Shall Not owe the compensation to Broker under A §A§ 7.2.1, 7.2.2, 7.2.4 and 7.4 as indicated, if a 279 commission is earned by another real estate brokerage firm acting pursuant to an exclusive agreement with Buyer 280 281 entered into during the Holdover Period, and a Sale or Lease of the Submitted Property is consummated. If no box 292 is checked above in this A§ 7.5, then Buyer shall not owe the commission to Brokerage Firm. 293 284 245 8. LIMITATION ON THIRD -PARTY COMPENSATION. Neither Broker nor Brokerage Firm, except as set forth in 286 § 7, shall accept compensation from any other person or entity in connection with the Property without the written 287 consent of Buyer. Additionally, neither Broker nor Brokerage Firm shall be permitted to assess and receive mark - 288 289 ups or other compensation for services performed by any third party or affiliated business entity unless Buyer 290 signs a separate written consent for such services. "291. 292 293 9. BUYER'S OBLIGATIONS TO BROKER. Buyer agrees to conduct all negotiations for the Property only 294 through Broker, and to refer to Broker all communications received in any form from real estate, brokers, 295 prospective sellers, or any other source during the Term of this Buyer Listing Contract. Buyer represents that 296 297 Buyer Ells ®Is Not currently a party to any agreement with any other broker to represent or assist. Buyer in the 298 location or purchase of property. 299 300 301 10. COST OF SERVICES OR PRODUCTS OBTAINED FROM OUTSIDE SOURCES. Broker will not obtain or 302 order products or services from outside sources unless Buyer has agreed to pay for them promptly when due 303 (examples: surveys, radon tests, soil tests, title reports, engineering studies, property inspections). Neither Broker 304 305 nor Brokerage Firm shall be obligated to advance funds for Buyer. Buyer shall reimburse Brokerage Firm for 306 payments made by Brokerage Firm for other products or services authorized by Buyer. 307 308 309 11. BROKERAGE SERVICES: SHOWING PREMISES. 31.0 11.1 Brokerage Services. The Broker shall provide brokerage services to Buyer. The following additional 311 312 tasks shall be performed by Broker: as required in order to meet responsibilities fore fully described 313 in Section 3.4. 314 11.2 Showing Properties. Buyer acknowledges that Broker has explained the possible methods used by 316 316 listing brokers and sellers to show properties, and the limitations (if any) on Buyer and Broker being able to 31.7 access properties due to such methods. Broker5€T4s limitations on accessing premises are as follows: 31.8 availability of the Property . Broker, through Brokerage Firm, has access to the following 319 multi le.listin services and property information services: 32a P 9 P P Y 321 Aspen /Glenwood Springs Board of Realtors 322 323 324 12. DISCLOSURE OF BUYER'S IDENTITY. Broker ❑Does ❑Does Not have Buyer's permission to disclose 32S Buyer's identity to third parties.without prior written consent of Buyer. 326 327 328 13. DISCLOSURE OF SETTLEMENT SERVICE COSTS. Buyer acknowledges that costs, quality, and extent of 329 service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 330 331 companies). 332 BC60 -8 -10. EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT Page 4 of 6 333 14. NONDISCRIMINATION. The parties agree not to discriminate unlawfully against any prospective seller :3:34 335 because of the race, creed, color, sex, sexual orientation, marital status, familial status, physical or mental 336 disability, handicap, religion, national origin or ancestry of such person. 337 338 15. RECOMMENDATION OF LEGAL AND TAX COUNSEL. B signing this document, Buyer acknowledges 339 Y 9 9 Y 9 340 that Broker has advised that this document has important legal consequences and has recommended consultation 341 with legal and tax or other counsel, before signing this Buyer Listing Contract. 342 343 344 16. MEDIATION. If a dispute arises relating to this Buyer Listing Contract, prior to or after closing, and is not 345 resolved, the parties shall first proceed in good faith to submit the matter to mediation. Mediation is a process in 346 347 which the parties meet with an impartial person who helps to resolve the dispute informally and confidentially. 348 Mediators cannot impose binding decisions. The parties to the dispute must agree, in writing, before any 349 settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of 350 35.1 such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not 352 resolved within 30 calendar days of the date written notice requesting mediation is sent by one party to the other 353 at the party's last known address. 354 355 356 17. ATTORNEY FEES. In the event of any arbitration or litigation relating to this Buyer Listing Contract, the 357 arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney and 358 3S9 legal fees. 360 36 362 2 18. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by 363 the Colorado Real Estate Commission.) 364 365 1. Regarding §20.2, NOTICE, DELIVERY AND CHOICE OF LAW /Electronic Delivery: If Notice is 366 delivered via E -mail, Party delivering said Notice shall call other party to confirm receipt of same. 367 368 2. Regarding Paragraph 7.2.1: If a seller fails to close with no fault on the part of Buyer, the 369 370 success fee provided in Section 7.2.1 above shall be waived unless Buyer and /or Listing Broker 371 recover damages from Seller, in which case Broker, along with Listing Broker, shall receive 50% 372 of such funds, not to exceed the commission agreed upon herein. If Buyer is at fault, and Seller 373 374 retains earnest money as liquidated damages, Broker, along with Listing Broker, shall receive 50% 375 of such funds, not to exceed the commission agreed upon herein. 376 377 378 19. ATTACHMENTS. The following are a part of this Buyer Listing Contract: 379 none. 380 381 382 20. NOTICE, DELIVERY AND CHOICE OF LAW. 383 20.1. Physical Delivery. All notices must be in writing, except as provided in § 20.2. Any document, 384 385 including a signed document or notice, delivered to the other party to this Buyer Listing Contract, is effective upon 386 physical receipt. Delivery to Buyer shall be effective when physically received by Buyer, any signator on behalf of 387 Buyer, any named individual of Buyer or representative of Buyer. 388 389 20.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed 390 document or written notice may be delivered in electronic form only by the following indicated methods: .', :3991 2 ® Facsimile ® E -mail ❑ Internet ❑ No Electronic Delivery. Documents with original signatures 393 shall be provided upon request of any party. 304 395 20.3. Choice of Law. This Buyer Listing Contract and all disputes arising hereunder shall be governed by 396 and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents 397 who sign a contract in this state for property located in Colorado. 398 399 400 21. MODIFICATION OF THIS CONTRACT. No subsequent modification of any of the terms of this Buyer Listing 401 Contract shall be valid, binding upon the parties, or enforceable unless in writing and signed by the parties. 402 403 404 22. COUNTERPARTS. If more than one person is named as a Buyer herein, this Buyer Listing Contract may be 405 executed by each Buyer, separately, and when so executed, such copies taken together with one executed by 406 407 Broker on behalf of Brokerage Firm shall be deemed to be a full and complete contract between the parties. 408 409 23. ENTIRE AGREEMENT. This agreement constitutes the entire contract between the parties and any prior 411 g 411 agreements, whether oral or written, have been merged and integrated into this Buyer Listing Contract. 412 413 24. COPY OF CONTRACT. Buyer acknowledges receipt of a copy of this Buyer Listing Contract signed by 41.4 41.5 Broker, including all attachments. 416 BC60 -8 -10. EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT Page 5 of 6 41-1 25. MEGAN'S LAW. If the presence of a registered sex offender is a matter of concern to Buyer, Buyer 418 understands that Buyer must contact local law enforcement officials regarding obtaining such information. 419 Y 9 9 9 420 421. Brokerage Firm authorizes Broker to execute this Buyer Listing Contract on behalf of Brokerage Firm. 422 423 424 425 Buyer: Date: City of Aspen By Address: Phone: Electronic Address: Fax: Date: 511012012 Broker: Andrew Ernemann Brokerage Firm's Name: BJ *ADAMS AND COMPANY Address: 534 E. Hopkins Avenue Aspen, CO 81611 Ph: 970 - 922 -2111 Fax: 970 - 920 -2927 Electronic Address: andrew@bjac.net BC60 -8 -10 EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT CTM eContracts - i�)2011 CTM Software Corp. BC60 -8 -10. EXCLUSIVE RIGHT -TO -BUY LISTING CONTRACT Page 6 of 6 1 BJ *ADAMS AND COMPANY z , 3 ,�,�,,,�.,,_w,,,,, ,_,,,,,.,�,,. 534 E. Hopkins Avenue Aspen, CO 81611 4 ` " Andrew Ernemann 5 Ph: 970 - 922 -2111 Fax: 970 - 920 -2927 6 he printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate — 7 Commission. (CBS3- 10 -11) (Mandatory 1 -12) 8 9 10. THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 11 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 13 14 CONTRACT TO BUY AND SELL REAL ESTATE 15 (COMMERCIAL) 16 (❑ Property with No Residences) 18 (❑ Property with Residences - Residential Addendum Attached) 19 20 21 Date: 411812012 22 23 24 AGREEMENT 25 26 27 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the 28 Property described below on the terms and conditions set forth in this contract (Contract). 29 30 31 2. PARTIES AND PROPERTY. 32 33 2.1 Buyer. Buyer, , will take title to the Property described below as ❑ Joint Tenants ❑ Tenants In 34 Common ❑ Other 35 36 2.2. Assignability nabilit and Inurement. This Contract LJ Shall g y y Shall Not be assignable b Buyer 37 without Seller's prior written consent. Except as so restricted, this Contract shall inure to the benefit of and be 38 binding upon the heirs, personal representatives, successors and assigns of the parties. 39 2.3. Seller. Seller, , is the current owner of the Property described below. 40 R Y 41 2.4. Property. The Property is the following legally described real estate in the County of 42 Colorado: 43 44 45 known as No. CO, 47 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, 48 and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 49 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 50 sl 2:5.1. Fixtures. If attached to the Property on the date of this Contract: lighting, heating, plumbing, 52 ventilating and air conditioning fixtures, inside telephone, network and coaxial (cable) wiring and connecting 53 blocks /jacks, floor coverings, intercom systems, sprinkler systems and controls, garage door openers including 54 55 remote controls. 56 Other Fixtures: 57 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included 58 59 in the Purchase Price. 60 2.5.2. Personal Property. If on the Property whether attached or hot on the date of this Contract: 61 storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, 62 63 drapery rods, heating stoves, storage sheds, and all keys. If checked, the following are included: ❑ Water 64 Softeners ❑ Smoke /Fire Detectors ❑ Security Systems ❑ Satellite Systems (including satellite 65 66 dishes). 67 Other Personal Property:. 68 69 70 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all 71 taxes (except personal property taxes for'the year of Closing), liens and encumbrances, except 72 73 Conveyance shall be by bill of sale,or other applicable legal instrument. 74 2.5.3. Trade Fixtures: With respect to trade fixtures, Seller and Buyer agree as follows: 75 76 77 The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes 78 79 (except personal property taxes for the year of Closing), liens and encumbrances, except 80 81 82 Conveyance shall be by bill of sale or other applicable legal instrument. 83 2.5.4. Parking and Storage Facilities. ❑ Use Only ❑ Ownership of the following parking CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 1 of 15 s CTMeContracts.com - ©2012 CTM Software Corp. 84. 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133. 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 facilities: " ; and ❑ Use Only ❑ Ownership of the following storage facilities: 2.5.5. Water Rights, Water and Sewer Taps. Rights. The following legally described water rights: 2.5.5.1. Deeded Water Any water rights shall be conveyed by LJ Deed 0 Other applicable legal instrument. 2.5.4.2. Well Rights. If any water well is to be transferred to Buyer, Seller agrees to supply required information about such well to Buyer. Buyer understands that if the well to be transferred is a Small Capacity Well or a Domestic Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer shall complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer shall file the .form with the Division within sixty days after Closing. The Well Permit # is 2.5.5.3. ❑ Water Stock Certificates: 2.5.5.4. El Water Tap 0 Sewer Tap Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time and other restrictions for transfer and use of the tap. 2.5.5.5. Other Rights 2.6. Exclusions. The following items are excluded (Exclusions): 3. DATES AND DEADLINES. Item No. I Reference Event Date or Deadline 11 1§ 4.2 Alternative Earnest Money Deadline Title and Association 2 § 7.1 Record Title Deadline 3 § 7.2 Exceptions Request Deadline 4 § 8.1 Record Title Objection Deadline 5 § 8.2 Off - Record Title Deadline 6 § 8.2 Off - Record Title Objection Deadline 7 § 8.3 Title Resolution Deadline 8 § 7.3 Association Documents Deadline 19 § 7.3 Association Documents Objection Deadline �10 § 8.5 Right of First Refusal Deadline Seller's Property Disclosure 111 T, 0 Seller's Property Disclosure Deadline Loan and Credit 12 § 5.1 Loan Application Deadline 13 § 5.2 Loan Conditions Deadline 114 § 5.3 Buyer's Credit Information Deadline 15 § 5.3 Disapproval of Buyer's Credit Information Deadline 116 § 5.4 Existing Loan Documents Deadline fl § 5.4 Existing Loan Documents Objection Deadline 18 1§ 5.4 Loan Transfer Approval Deadline Appraisal 19 1§ 6.2 Appraisal Deadline 220 1§ 6.2 Appraisal Objection Deadline I Survey 121 1§ 9.1 Current Survey Deadline 122 1§ 9.2 Current Survey Objection Deadline Inspection and Due Diligence CBS3 -10 -1 1. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 2 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190, 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 123 § 10.2 Inspection Objection Deadline Amount 124 § 10.3 Inspection Resolution Deadline Purchase Price 125 § 10.5 Property Insurance Objection Deadline § 4.2 126 § 10.6 Due Diligence Documents Delivery Deadline 3 127 § 10.7 Due Diligence Documents Objection Deadline j28 § 10.8 Environmental Inspection Objection Deadline 129 § 10.8 ADA Evaluation Objection Deadline Seller or Private Financing 130 § 11.1 Tenant Estoppel Statements Deadline 131 § 11.2 Tenant Estoppel Statements Objection Deadline 17 Closing and Possession 32 § 12.3 Closing Date Cash at Closing 133 § 17 Possession Date 34 § 17 Possession Time 1,35 §28 Acceptance Deadline Date 136 §28 Acceptance Deadline,Time 137 38 Note: Applicability of Terms. Any box, blank or line in this Contract left blank or completed with the abbreviation "N /A ", or the word "Deleted" means such provision in Dates and Deadlines (§ 3), including any deadline, is not applicable and the corresponding provision of this Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 4. PURCHASE PRICE AND TERMS. 4.1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: Item No. _ Reference Item Amount Amount 1 § 4.1 Purchase Price 2 § 4.2 Earnest Money 3 § 4.5 New Loan 4 § 4.6 Assumption Balance 5 § 4.7 Seller or Private Financing 16 17 8 § 4.3 Cash at Closing 9 TOTAL 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of , shall be payable to and held by ' (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline (§ 3) for its payment. If Earnest Money Holder is other than the Brokerage Firm identified in § 33 or § 34, Closing Instructions signed by Buyer, Seller and Earnest Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money Holder. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract is as set forth as the Alternative Earnest Money Deadline (§ 3). 4.2.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer shall be entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in § 24, if the Earnest Money has not already been returned following CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 3 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 250 receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, 252 written mutual instructions, i.e., Earnest Money Release form, within three days of Seller's receipt of such form. 253 4.3. Form of Funds; Time of Payment; Funds Available. 254 4.3.1. Good Funds. All amounts payable by the parties at Closing, including any loan 255 256 proceeds, Cash at Closing and closing costs, shall be in funds that comply with all applicable Colorado laws, 2t7 including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good 258 Funds). 259 260 4.3.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in 261 writing between the parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH 262 PARTY SHALL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, ❑ Does ❑ Does 263 264 Not have funds that are immediately verifiable and available in an amount not less than the amount stated as 265 Cash at Closing in § 4.1. 266 4.4. Seller Concession. Seller, at Closing, shall credit, as directed by Buyer, an 267 268 amount of $ to assist with Buyer's closing costs (Seller Concession). Seller Concession is in 269 addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession shall 270 be reduced to the extent it exceeds the amount allowed by Buyer's lender as set forth in the Closing Statement, 271 272 at Closing. - 273 274 4.5. New Loan. " 275 4.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 4.4, if applicable, shall timely pay 276 Buyer's loan costs, loan discount points, prepaid items and loan origination fees, as required by lender. 277 278 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and 279 acceptable to Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 or § 30, 280 (Additional Provisions). 281 282 4.5.3. Loan Limitations. Buyer may P urchase the Property using either of the following types of 283 loan: ❑ Conventional ❑ Other 284. 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of 285 286 the Assumption Balance set forth in § 4. 1, presently payable at $ per including 287 principal and interest presently at the rate of % per annum, and also including escrow for the following as 288 289 p y El indicated: ❑ea axes El ro ert Rl Estate T P Insurance Premium and 290 291 Buyer agrees to pay a loan transfer fee not to exceed $ At the time of assumption, 292 293 the new interest rate shall not exceed % per annum and the new payment shall not exceed $ 294 per principal and interest, plus escrow, if any. If the actual principal balance of the existing loan at 295 Closing is less than the Assumption Balance, which causes the amount of cash required from Buyer at Closing to 296 9� P� q Y 9 297 be increased by more than $ then Buyer shall have the Right to Terminate under § 25.1, on or before 298 Closing Date (§ 3), based on the reduced amount of the actual principal balance. 299 300 Seller []Shall ❑Shall Not be released from liability on said loan. If applicable, compliance with the 301 requirements for release from liability shall be evidenced by delivery ❑ on or before Loan Transfer Approval 302 Deadline 3 ❑ at Closing of an appropriate letter of commitment from lender. An cost payable for release of 303 (§ ) 9 Y P Y 304 liability shall be paid by in an amount not to exceed $ 305 4.7. Seller or Private Financing. Buyer agrees to execute a promissory note payableto: 306 307 as ❑ Joint Tenants ❑ Tenants in Common ❑ Other 308 on the note form as indicated: ❑ (Default Rate) NTD81 -10 -06 309 310 Other secure Y a ( ) d b Ist, 2nd, etc. deed of trust 311 encumbering the Property, using the form as indicated: 312 ❑ Due on TransferA,A - Strict (TD72 -8 -10) ❑ Due on Transfer - Creditworthy (TD73 -8 -10) ❑ Assumable 313 314 Not Due on Transfer (TD74 -8 -10) ❑ Other . 315 The promissory note shall be amortized on the basis of ❑ Years ❑Months , payable at $ 316 per including principal and interest at the rate of % per annum. Payments shall 317 P 9P P P Y 318 commence and shall be due on the day of each succeeding If not sooner 319 paid, the balance of principal and accrued interest shall be due and payable after Closing. 320 321 Payments ❑Shall ❑Shall Not be increased by of estimated annual real estate taxes, and 322 ❑ Shall []Shall Not be increased by of estimated annual property insurance premium. The loan shall 323 324 also contain the following terms: (1) if any payment is not received within days after its due date, a late 325 charge of % of such payment shall be due; (2) interest on lender disbursements under the deed of 327 trust shall be % per annum; (3) default interest rate shall be % per annum; (4) Buyer may 328 prepay without a penalty except ; and (5) Buyer ❑Shall 329 ❑Shall Not execute and deliver, at Closing, a Security Agreement and UCC -1 Financing Statement granting the 330 331 holder of the promissory note a (1st, 2nd, etc.) lien on the personal property included in this sale. 332 Buyer ❑Shall ❑Shall Not provide a mortgagee's title insurance policy, at Buyer's expense. 333 CBS3 -10 -1 1. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 4 of 15 CTMeContracts.com - C2012 CTM Software Corp. 334 335 TRANSACTION PROVISIONS 336 337 338 5. FINANCING CONDITIONS AND OBLIGATIONS. 339 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new 340 loans (New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, shall 341 342 make an application verifiable by such lender, on or before Loan Application Deadline (§ 3) and exercise 343 reasonable efforts to obtain such loan or approval. 344 5.2. Loan Conditions. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract 345 346 is conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory 347 to Buyer, including its availability, payments, interest rate, terms, conditions, and cost of such New Loan. This 348 condition is for the benefit of Buyer. Buyer shall have.the Right to Terminate under § 25.1, on or before Loan 349 350 Conditions Deadline (§ 3), if the New Loan is not satisfactory to Buyer, in Buyer's sole subjective discretion. IF 351 SELLER DOES NOT TIMELY RECEIVE WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY 352 SHALL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey). 353 354, 5.3. Credit Information and Buyer's New Senior Loan. If Buyer is to pay all or part of the Purchase 355 Price by executing a promissory note in favor of Seller, or if an existing loan is not to be released at Closing, this 356 Contract is conditional (for the benefit of Seller) upon Seller's approval of Buyer's financial ability and 357 358 creditworthiness, which approval shall be at Seller's sole subjective discretion. In such case: (1) Buyer shall 359 supply to Seller by Buyer's Credit Information Deadline (§ 3), at Buyer's expense, information and documents 360 (including a current credit report) concerning. Buyer's financial, employment and credit condition and Buyer's New 361 362 Senior Loan, defined below, if any; (2) Buyer consents that Seller may verify Buyer's financial ability and 363 creditworthiness; (3) any such information and documents received by Seller shall be held by Seller in confidence, 364 and not released to others except to protect Seller's interest in this transaction; and (4) in the event Buyer is to 365 366 execute a promissory note secured by a deed of trust in favor of Seller, this Contract is conditional (for the benefit 367 of Seller) upon Seller's approval of the terms and conditions of any New Loan to be obtained by Buyer if the deed 368 of trust to Seller is to be subordinate to Buyer's New Loan (Buyer's New Senior Loan). If the Cash at Closing is 369 370 less than as set forth in § 4.1 of this Contract or Buyer's New Senior Loan changes from that approved by Seller, 371 Seller shall have the Right to Terminate under § 25.1, at or before Closing. If Seller disapproves of Buyer's financial 372 ability, creditworthiness or Buyer's New Senior Loan, in Seller's sole subjective discretion, Seller shall have the 374 Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline (§ 3). 375 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller shall deliver copies 376 of the loan documents .(including note, deed of trust, and any modifications) to Buyer by Existing Loan 377 37$ Documents Deadline (§ 3). For the benefit of Buyer,-this Contract is conditional upon Buyer's review and 379 approval of the provisions of such loan documents. Buyer shall have the Right to terminate under § 25.1, on or 380 before Existing Loan Documents Objection Deadline (§ 3), based on any unsatisfactory provision of such loan 381 382 documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the Property is required, 383 this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, except 384 as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline (§ 3), this Contract 385 386 shall terminate on such deadline. Seller shall have the Right to Terminate under § 25.1, on or before Closing, in 387 Seller's sole subjective discretion, if Seller is to be released from liability under such existing loan and Buyer does 388 not obtain such compliance as set forth in § 4.6. 389 390 391 6. APPRAISAL PROVISIONS. 392 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs (Requirements) to 393 . be made to the Property e. roof repair, repainting), be and those matters already agreed to b Seller in this 394 P Y( 9•. Y Y 9 Y 395 Contract, Seller may terminate this Contract (notwithstanding § 10 of this Contract). Seller shall have the Right to 396 Terminate under § 25.1, on or before three days following Seller's receipt of the Requirements, based on any 397 unsatisfactory Requirements, in Seller's sole subjective discretion. Seller's right to terminate in this 6.1 shall not 398 rY q 1 9 § 399 apply if on or before any termination by Seller pursuant to this § 6.1: (1) the parties enter into a written agreement 400 regarding the Requirements; or (2) the Requirements have been completed; or (3) the satisfaction of the 401 402 Requirements is waived in writing by Buyer. 403 6.2. Appraisal Condition. The applicable Appraisal provision set forth below shall apply to the 404 respective loan type set forth in § 4.5.3, or if a cash transaction, i.e. no financing, § 6.2.1 shall apply. 405 406 6.2.1. Conventional /Other. Buyer shall have the sole option and election to terminate this 407 Contract if the Property's valuation is less than the Purchase Price determined by an appraiser engaged on behalf 408 of . The appraisal shall be received by Buyer or Buyer's lender on or before Appraisal 409 Deadline 3 Buyer shall have the Right to Terminate under 25.1, on or before Appraisal Objection 410 (§ )• Y 9 § Pp j 411 Deadline (§ 3), if the Property's valuation is less than the Purchase Price and Seller's receipt of either a copy of 412 such appraisal or written notice from lender that confirms the Property's valuation is less than the Purchase Price. 414 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be 415 timely paid by E]Buyer E]Seller . 416 417 CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 5 of 15- CTMeContracts.com - 02012 CTM Software Corp. 418 7. EVIDENCE OF TITLE AND CICASSOCIATION DOCUMENTS. 419 7.1. Evidence of Title. On or before Record Title Deadline (§ 3), Seller shall cause to be 421 furnished to Buyer, at Seller's expense, a current commitment for owner's title insurance policy Title 421. Y p P Y ( 422 Commitment) in anamount equal to the Purchase Price, or if this box is checked, ❑ An Abstract of title certified 423 to a current date. If. title insurance is furnished, Seller shall also deliver to Buyer copies of any abstracts of title 424 425 covering all or any portion of the Property (Abstract) in Seller's possession. At Seller's expense, Seller shall cause 426 the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. The title 427 42$ insurance commitment ❑Shall El Shall Not commit to delete or insure over the standard exceptions which 429 relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanics' 430 liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments 431 432 and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional 433 coverage shall be paid by ❑ Buyer ❑ Seller . 434 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 436 Buyer shall have the right to review the Title Commitment, its provisions and Title Documents (defined in § 7.2), 437 and if not satisfactory to Buyer, Buyer may exercise Buyer's rights pursuant to § 8.1. 438 7,2 Copies of Exceptions. On or before Record Title Deadline ( §3), Seller, at Seller's expense, 440 shall furnish to Buyer and (1) copies of any \ 441 plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment is 442 443 required to be furnished, and if this box is checked El Copies of any Other Documents (or, if illegible, 444 summaries of such documents) listed in the schedule of exceptions (Exceptions). Even if the box is not checked, 445 Seller shall have the obligation to furnish these documents pursuant to this section if requested by Buyer any time 446 447 on or before Exceptions Request Deadline (§ 3). This requirement shall pertain only to documents as shown of 448 record in the office of the clerk and recorder in the county where the Property is located. The abstract or Title 449 Commitment, together with any copies or summaries of such documents furnished pursuant to this section, 451 451 constitute the title documents (collectively, Title Documents). 452 7.3 Homeowners' Association Documents. The term Association Documents consists of all 453 owners' associations (Association) declarations, bylaws, operating agreements, rules and regulations, party wall 454 455 agreements, minutes of most recent annual owners' meeting and minutes of any directors' or managers' meetings 456 during the six -month period immediately preceding the date of this Contract, if any (Governing Documents), most 457 recent financial documents consisting of (1) annual balance sheet, (2) annual income and expenditures statement, 458 459 and (3) annual budget (Financial Documents), if any (collectively, Association Documents). 460 7.3.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 461 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE 463 OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER'S ASSOCIATION FOR 464 THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 465 ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 466 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 468 ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE 469 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. 471 471 THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 472 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 473 ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. 475 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 476 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 477 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 479 THE ASSOCIATION. 480 7.3.2. Association Documents to Buyer 481 ❑ 4$2 7.3.2.1. Seller to Provide Association Documents. Seller shall cause the Association 483 Documents to be provided to Buyer, at Seller's expense, on or before Association Documents Deadline (§ 3). 484 ❑ 7.3.2.2. Seller Authorizes Association. Seller authorizes the Association to provide the 485 486 Association Documents to Buyer, at Seller's expense. 487 7.3.2.3. Seller's Obligation. Seller's obligation to provide the Association Documents 488 shall be fulfilled upon Buyer's receipt of the Association Documents, regardless of who provides such documents. 489 490 Note: If neither box in this § 7.3.2 is checked, the provisions of § 7.3.2.1 shall apply. 491 7.3.3. Conditional on Buyer's Review. If the box in either § 7.3.2.1 or § 7.3.2.2 is checked, 492 the provisions of this § 7.3.3 shall apply. Buyer shall have the Right to Terminate under § 25.1, on or before 493 494 Association Documents Objection Deadline (§ 3), based on any unsatisfactory provision in any of the 495 Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents 496 after Association Documents Deadline (§ 3), Buyer, at Buyer's option, shall have the Right to Terminate under § Ogg25.1 by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's receipt of the 499 Association Documents. if Buyer does not receive the Association Documents, or if Buyer's Notice to Terminate CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 6 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 500 would otherwise be required to be received by Seller after Closing Date (§ 3), Buyer's Notice to Terminate shall be 501 received b Seller on or before three days prior to Closing Date 3 If Seller does not receive Buyer's Notice to 502 Y Y P� 9 (§ )� Y 503 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory, and 504 Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.5. 505 506 507 8. RECORD TITLE AND OFF - RECORD TITLE MATTERS. 508 8,1. Record Title Matters. Buyer has the right to review and object to any of the Title Documents (Right 509 to Object, Resolution as set forth in 8.3. Buyer's objection may be based on an unsatisfactory form or content 510 1 ) § Y 1 Y Y ry 511 of Title Commitment, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective 512 discretion. If Buyer objects to any of the Title Documents, Buyer shall cause Seller'to receive Buyer's Notice to 513 Terminate or Notice of Title Ob ection.on or before Record Title Objection Deadline 3 If Title Documents are 514 1 1 (§ )• 515 not received by Buyer, on or before the Record Title Deadline (§ 3), or if there is an endorsement to the Title 516 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 517 Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate or Notice 518 Y Y Y 519 of Title Objection on or before ten days after receipt by Buyer of the following documents: (1) any required Title 520 Document not timely received by Buyer, (2) any change to the Title Documents, or (3) endorsement to the Title 521 522 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.1 523 (Record Title Matters), any title objection by Buyer, and this Contract shall be governed by the provisions set forth 524 in § 8.3 (Right to Object, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title 525 526 Ob j ection by the applicable deadlinespecified above, Buyer accepts the condition of title as disclosed by the Title 527 Documents as satisfactory. 528 8,2, Off - Record Title Matters. Seller shall deliver to Buyer, on or before Off - Record Title Deadline (§ 529 530 3), true copies of all existing surveys in Seller's possession pertaining to the Property and shall disclose to Buyer 531 all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or 532 other title matters (including, without limitation, rights of first refusal and options) not shown by public records, of 533 which Seller has actual knowledge. Buyer shall have the right to inspect the Property to investigate if an third s34 9 Y 9 P P Y 9 Y 535 party has any right in the Property not shown by public records (such as an unrecorded easement, unrecorded 536 lease, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any 537 538 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 13), in 539 Buyer's sole subjective discretion, shall be received by Seller on or before Off - Record Title Objection Deadline 540 (§ 3). If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.2 (Off- Record 541 Title Matters), title objection b Buyer, and this Contract shall be governed b the provisions set forth in 8.3 542 )� Y 1 Y Y 9 Y P § 543 (Right to Object, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection, on 544 or before Off - Record Title Objection Deadline (§ 3), Buyer accepts title subject to such rights, if any, of third 545 546 P arties of which Buyer has actual knowledge. 547 8.3. Right to Object, Resolution. Buyer's right to object to any title matters shall include, but not be 549 limited to those matters set forth in §§ 8.1 (Record Title Matters), 8.2 (Off- Record Title Matters) and 13 (Transfer of 550 Title), in Buyer's sole subjective discretion (collectively, Notice of Title Objection). If Buyer objects to any title 551 matter, on or before the applicable deadline, Buyer shall have the choice to either (1) object to the condition of 553 title, or (2) terminate this Contract. 554 8.3.1. Title Resolution. If Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 555 (Record Title Matters) or § 8.2 (Off- Record Title Matters), on or before the applicable deadline, and if Buyer and 556 Seller have not agreed to a written settlement thereof on or before Title Resolution Deadline (§ 3), this Contract 557 558 shall terminate on the expiration of Title Resolution Deadline (§ 3), unless Seller receives Buyer's written 559 withdrawal of Buyer's Notice of Title Objection, (i.e., Buyer's written notice to waive objection to such items and 560 Waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline (§ 3). 562 8.3.2. Right to Terminate — Title Objection. Buyer shall have the Right to Terminate under § 563 25.1, on or before the applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective 564 discretion. 565 566 p g 8,4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 567 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON 569 THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE 570 PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT 571 WHERE CIRCUMSTANCES ARISE: RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE 573 SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE 574 THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 575 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY 176 OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY 578 CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 579 Buyer shall have the Right to Terminate under § 25.1, on or before Off - Record Title Objection Deadline 580 (§ 3), based on any unsatisfactory effect of the Property being located within a special taxing district, in Buyer's 581 582 sole subjective discretion. 583 8.5. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 7 of 15 CTMeContracts.co n - ©2012 CTM Software Corp. 584 right to approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of 586 such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve 587 disapproves this Contract, this Contract shall terminate. If the right of first refusal is waived explicitly or expires, or 588 the Contract is approved, this Contract shall remain in full force and effect. Seller shall promptly notify Buyer in 589 writing of the foregoing. If expiration or waiver of the right of first refusal or Contract approval has not occurred on or 590 9 9 9• P� 9 PP 591 before Right of First Refusal Deadline (§ 3), this Contract shall then terminate. 592 8.6. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be 593 reviewed careful) Additionally, matters not reflected in the Title Documents may affect the title, ownership 594 Y• Y. Y P 595 and use of the Property, including, without limitation, boundary lines and encroachments, area, zoning, unrecorded 596 easements and claims of easements, leases and other unrecorded agreements, and various laws and 597 governmental regulations concerning land use, development and environmental matters. The surface estate may 598 9 9 9 P Y 599 be owned separately from the underlying mineral estate, and transfer of the surface estate does not 600 necessarily include transfer of the mineral rights or water rights. Third parties may, hold interests in oil, 601 602 gas, other minerals, geothermal energy or water on or under the Property, which interests may give 603 them rights to enter and use the Property. Such matters may be excluded from or not covered by the title 604 insurance policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there are 605 606 strict time limits provided in this Contract [e.g., Record Title Objection Deadline (§ 3) and Off - Record Matters 607 Objection Deadline (§ 3)]. 608 6010 9. CURRENT SURVEY REVIEW. 611 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title 612 Commitment or the provider of the opinion of title if an abstract, and 613 614 shall receive a Current Survey, i.e., Improvement Location Certificate, Improvement Survey Plat or other form of 615 survey set forth in § 9.1.2 (collectively, Current Survey), on or before Current Survey Deadline (§ 3). The Current 616 Survey shall be certified by the surveyor to all those who are to receive the Current Survey. 617 618 ❑ 9.1.1. Improvement Location Certificate. If the box in this § 9.1.1 is checked, ❑Seller ❑Buyer 619 shall order or provide, and pay, on or before Closing, the cost of an Improvement Location Certificate. 620 ❑ 621 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an 622 Improvement Location Certificate, shall be an ❑ Improvement Survey Plat ❑ . The '623 parties agree that payment of the cost of the Current Survey and obligation to order or provide the Current Survey 624 625 shall be as follows: 626 9.2. Survey Objection. Buyer shall have the right to review and object to the Current Survey. Buyer shall 627 have the Right to Terminate under § 25.1, on or before the Current Survey Objection Deadline (§ 3), if the 628 629 Current Survey is not timely received by Buyer or based on any unsatisfactory matter with the Current Survey, 630 notwithstanding § 8.2 or § 13. 631 632 633 DISCLOSURE, INSPECTION AND DUE DILIGENCE 634 636 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, BUYER 637 DISCLOSURE AND SOURCE OF WATER. 639 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 640 3), Seller agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 641 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge, current as of the date of this 642 Contract. 643 644 10.2. Inspection Objection Deadline. Unless otherwise provided in this Contract, Buyer acknowledges 645 that Seller is conveying the Property to Buyer in an "as is" condition, "where is" and "with all faults'. Seller shall 646 disclose to Buyer, in writing, any latent defects actually known by Seller. Buyer, acting in good faith, shall have 647 648 the right to have inspections (by one or more third parties, personally or both) of the Property and Inclusions 649 (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not limited to, the roof, 650 walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of the 651 652 Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and 653 communication services), systems and components of the Property, e.g. heating and plumbing, (4) any proposed 654 or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off 655 656 the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole 657 subjective discretion, Buyer shall, on or before Inspection Objection Deadline (§ 3): 658 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 659 660 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical 661 condition that Buyer requires Seller to correct. 662 Buyer shall have the Right to Terminate under § 25.1, on or before Inspection Objection Deadline (§ 3), 663 664 based on any unsatisfactory physical condition of the Property or Inclusions, in Buyer's sole subjective discretion. 665 10.3. Inspection Resolution Deadline. If an Inspection Objection is received by Seller, on or before 666 Inspection Objection Deadline (§ 3),and if Buyer and Seller have not agreed in writing to a settlement thereof on 667 CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 8 of 15 CTMeContracts.com - 02012 CTM Software Corp. 668 or before Inspection Resolution Deadline (§ 3), this Contract shall terminate on Inspection Resolution 669 Deadline (§ 3), unless Seller receives Buyer's written withdrawal of the Inspection Objection before such 670 termination, i.e., on or before expiration of Inspection Resolution Deadline (§ 3): 671 672 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 673 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering 674 reports, or any other work performed at,Buyer's request (Work) and shall pay for any damage that occurs to the 675 676 Property and Inclusions as a result of such Work. Buyer shall not permit claims or liens of any kind against the 677 Property for Work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold 678 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 679 680 such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 681 Seller to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's 682 reasonable attorney fees, legal fees and expenses. The provisions of this section shall survive the termination of 683 684 this Contract. 685 10.5. Insurability. Buyer shall have the right to review and object to the availability, terms and conditions 686 of and premium for property insurance (Property Insurance). Buyer shall have the Right to Terminate under § 25.1, 687 688 on or before Property Insurance Objection Deadline (§ 3), based on any unsatisfactory provision of the 689 Property Insurance, in Buyer's sole subjective discretion. 690 10.6. Due Diligence Documents. Seller agrees to deliver copies of the following documents and. 692 information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 693 Documents Delivery Deadline(§ 3) to the extent such Due Diligence Documents exist and are in Seller's 695 Possession: 696 10.6.1. All current leases, including any amendments or other occupancy agreements, pertaining 697 to the Property (Leases). 698 10.6.2. Property tax bills for the last _years; 699 700 10.6.3. As -built construction plans to the Property and the tenant improvements, including 701 architectural, electrical, mechanical, and structural systems; engineering reports; and permanent Certificates of 702 Occupancy, to the extent now available; 703 704 10.6.4. A list of all Inclusions to be conveyed to Buyer; 705 10.6.5. Operating statements for the past _years; 706 707 10.6.6. A rent roll accurate and correct to the date of this Contract; 708 10.6.7. All current leases, including'any amendments or other occupancy agreements, pertaining 709 to the Property (Leases); 710 711 10.6.8. A schedule of any tenant improvement work Seller is obligated to complete but has not 712 yet completed and capital improvement work either scheduled or in process on the date of this Contract; 713 10.6.9. All insurance policies pertaining to the Property and copies of any claims which have 714 715 been made for the past _years; 716 10.6.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not 718 delivered earlier under § 8.2); 719 10.6.11. Any and all existing documentation and reports regarding Phase I and II environmental 720 reports, letters, test results, advisories, and similar documents respective to the existence or nonexistence of 721 asbestos, PCB transformers, or other toxic hazardous or contaminated substances, and /or underground storage 722 tanks and /or radon as. If no reports are in Seller's possession or known to Seller; Seller shall warrant that no 7z3 9 P P 724 such reports are in Seller's possession or known to Seller; 725 10.6.12. 'Any Americans with Disabilities Act reports, studies or surveys concerning the 726 compliance of the Property with said Act; 728 10.6.13. All permits, licenses and other building or use authorizations issued by any 729 governmental authority with jurisdiction over the Property and written notice of any violations of any such permits, 730 731 licenses or use authorizations, if any; and 732 10.6.14. Other Documents: 733 734 735 10.7. Due Diligence Documents Conditions. Buyer shall have the right to review and object to Due 7,36 Diligence Documents,zoning and any use restrictions imposed by any governmental agency with jurisdiction over 737 the Property (Zoning). in Buyer's sole subjective discretion, or Seller's failure to deliver to Buyer all Due Diligence 738 739 Documents. Buyer shall also have the unilateral right to waive any condition herein. 740 10.7.1. Due Diligence Documents Objection. Buyer shall have the Right to Terminate under § 741 25.1, on or before Due Diligence Documents Objection Deadline (§ 3), based on any unsatisfactory matter 742 743 with the Due Diligence Documents, in Buyer's sole subjective discretion. If, however, Due Diligence Documents 744 are not timely delivered under § 10.6, or if Seller fails to deliver all Due Diligence Documents to Buyer, then Buyer 745 shall have the Right to Terminate under § 25.1 on or before the earlier of ten days after Due Diligence 746 747 Documents Objection Deadline (§ 3) or Closing. 748 10.7.2. Zoning. Buyer shall have the Right to Terminate under § 25.1, on or before Due 749 Diligence Documents Objection Deadline (§ 3), based.on any unsatisfactory zoning, in Buyer's sole subjective 750 '7r;, discretion. CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 9 of 15 CTMeContracts.com - 02012 CTM Software Corp. 752 10.8. Due Diligence — Environmental, ADA. Buyer shall have theaight to obtain environmental 753 inspections of the Property including Phase I and Phase II Environmental Site Assessments, as applicable. 754 755 ❑Seller ❑Buyer shall order or provide ❑ Phase I Environmental Site Assessment ❑ Phase II 756 Environmental Site Assessment (compliant with ASTM E1527 -05 standard practices for Environmental Site 757 Assessments and /or ❑ at the expense of ❑Seller ❑Bu er Environmental Inspection). In 758 ) P Y ( P )• 1 759 addition, Buyer may also conduct an evaluation whether the Property complies with the Americans with 760 Disabilities Act (ADA Evaluation). All such inspections and evaluations shall be conducted at such times as are 762 mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, 763 if any. 764 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site 765 Assessment, the Environmental Inspection Objection Deadline 3 shall be extended b Extended 766 P 1 (§ ) Y —days ( 767 Environmental Inspection Objection Deadline) and if such Extended Environmental Inspection Objection Deadline 768 extends beyond the Closing Date (§ 3), the Closing Date (§ 3) shall be extended a like period of time. 760 Buyer shall have the Right to Terminate under § 25.1, on or before Environmental Inspection Objection 771 Deadline (§ 3), or if applicable the Extended Environmental Inspection Objection Deadline, based on any 772 unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. Buyer shall have 773 the Right to Terminate under 25.1, on or before ADA Evaluation Objection Deadline 3 based on an 774 9 § J (§ ), Y 775 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 776 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of 777 778 the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions or 779 rent abatements except as disclosed in the Lease or other writing received by Buyer. Seller shall not amend alter, 780 modify, extend or cancel any of the Leases nor shall Seller enter into any new leases affecting the Property 782 without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. 783 785 11. TENANT ESTOPPEL STATEMENTS. 786 11.1. Tenant Estoppel Statements Conditions. Buyer shall have the right to review and object to any 787 Estoppel Statements. Seller shall obtain and deliver to Buyer on or before Tenant Estoppel Statements 788 Deadline (§ 3), statements in a form and substance reasonably acceptable to Buyer, from each occupant or 789 tenant at the Property (Estoppel Statement attached to a co of such occupant's or tenant's lease and an 790 P Y ( PP ) PY P Y 791 amendments (Lease) stating: 792 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 793 subsequent 11.1.2. That said Lease is in full force and effect and that there have been no subse 79a q 795 modifications or amendments; 796 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to 797 798 Seller; 799 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 800 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 801 11,1,6. That the Lease to which the Estoppel is attached is a true, correct and complete co 802 PP P PY of 803 the Lease demising the premises it describes. 804 11.2. Tenant Estoppel Statements Objection. Buyer shall have the Right to Terminate under § 25.1, 805 on or before Tenant Estoppel Statements Objection Deadline 3 based on an unsatisfactory Estoppel 806 PP J (§ )� Y rY PP 807 Statement, in Buyer's sole subjective discretion or if Seller fails to deliver the Estoppel Statements on or before 808 Tenant Estoppel Statements Deadline (§ 3). Buyer shall also have the unilateral right to waive any 809 rY PP el Statement. unsatisfactory Esto 810 811 812 CLOSING PROVISIONS 813 814 816 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 817 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing 818 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 819 820 Seller and their designees. If Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges 821 Buyer's lender shall be required to provide the Closing Company in a timely manner all required loan documents 822 and financial information concerning Buyer's new loan. Buyer and Seller will furnish any additional information and 823 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 824 825 shall sign and complete all customary or reasonably required documents at or before Closing. 826 12.2. Closing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's 827 828 Closing Instructions. Such Closing Instructions ❑Are ❑Are Not executed with this Contract. Upon mutual 829 execution, ❑Seller ❑Buyer shall deliver such Closing Instructions to the Closing Company. 830 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the 831 832 date specified as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing 833. shall be as designated by 834 835 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of CBS3 -10 -1 1. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 10 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 836 837 838 839 840 13. TRANSFER OF TITLE. Subject to tender or. payment at Closing as required herein and compliance by 841 Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient 842 deed to Buyer, at Closing, in the Property free and clear of all taxes except 843 Y 9, conveying P Y P 844 the general, taxes for the year of Closing. Except as provided herein, title shall be conveyed free and clear of all 845 liens, including any governmental liens for special improvements installed as of the date of Buyer's signature 846 hereon, whether assessed or not. Title shall be conveyed subject to: 847 Y 1 848 13.1. Thoserspecific Exceptions described by reference to recorded documents as reflected in the 849 Title Documents accepted by Buyer in accordance with Record Title Matters (§ 8. 1), 850 851 13.2. Distribution utility easements (including cable TV), 852 13.3. Those 'specifically described rights of third parties not shown by the public records of which 853 Buyer has actual knowledge and which were accepted b Buyer in accordance with Off - Record Title Matters 854 Y 9 P Y Y 855 (§ 8.2) and Current Survey Review (§ 9), 856 13.4. Inclusion of the Property within any special taxing district, and 857 858 13.5. Other 859 860 14. PAYMENT OF ENCUMBRANCES. An encumbrance required to be aid shall be aid at or before 861 Y q P P 862 Closing from the proceeds of this transaction or from any other source. 863 864 865 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 866 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and 67 668 all other items required to be paid at Closing, except as otherwise provided herein. 8 869 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by 870 ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller 871 872 ❑ Other 873 15.3. Status Letter and Transfer Fees. Any fees incident to the issuance of Association's 874." 875 statement of assessments (Status Letter) shall be paid by ❑Buyer ❑Seller ❑One -Half by Buyer and One- 876 Half by Seller. ❑None. Any transfer fees assessed by the Association including, but not limited to, any record 877 change fee, regardless of name or title of such fee (Association's Transfer Fee) shall be paid by ❑ Buyer ❑ 879. Seller ❑ One -Half by Buyer and One -Half by Seller []None. 880 15.4. Local Transfer Tax. El The Local Transfer Tax of % of the Purchase Price 882 shall be paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller. ❑None. 883 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 884 payable at Closing, such as community association fees, developer fees and foundation fees, shall be paid at 885 886 Closing by ❑Buyer ❑Seller ❑One -Half by Buyer and One -Half by Seller ❑None. 887 15.6. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 888 889 shall be paid when due by El Buyer El Seller El One-Half by Buyer and One -Half by Seller El None. 890 891 16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided: 892 893 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general 894 real estate taxes for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding 895 Closing ❑ Most Recent Mill Lev and Most Recent Assessed Valuation, adjusted b an applicable 896 g Y 1 Y Y PP� 897 qualifying seniors property tax exemption, or ❑ Other 898 16.2. Rents. Rents based on ❑ Rents Actually Received Accrued. At Closing, Seller shall 899 goo transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, 901 and notify all tenants in writing of such transfer and of the transferee's name and address. Seller shall assign to 902 Buyer all Leases in effect at Closing and Buyer shall assume Seller's obligations under such Leases. 903 904 16.3. Association Assessments. Current regular Association assessments and dues (Association 905 Assessments) paid in advance shall be credited to Seller at Closing. Cash reserves held out of the regular 906 Association Assessments for deferred maintenance by the. Association shall riot be credited to Seller except as 907 908 may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay 909 the Association, at Closing, an amount for reserves or working capital. Any special assessment assessed prior to 910 Closing Date (§ 3) by the Association shall be the obligation of ❑Buyer ❑Seller . Except however, any 911 912 special assessment by the Association for improvements that have been installed as of the date of Buyer's 913 signature hereon, whether assessed prior to or after Closing, shall be the obligation of Seller. Seller represents 914 that the Association Assessments are currently payable at $ per and that there are no 915 916 unpaid regular or special assessments against the Property except the current regular assessments and . Such 917 assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request 918 gig the Association to deliver to Buyer before Closing Date (§ 3) a current Status Letter. service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 1 I of 15 CTMeContracts.com - ©2012 CTM Software Corp. 920 16.4. Other Prorations. Water and sewer charges, interest on continuing loan, and . 921 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 922 923 924 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date (§ 3) at 925 Possession Time (§ 3), subject to the following Leases or tenancies: 926 927 928 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be 929 additional) liable to Buyer for payment of $ per day or an art of a day notwithstanding 930 Y Y P Y P Y( YP Y 9 931 § 18.1) from Possession Date and Possession Time (§ 3) until possession is delivered. 932 933 934 GENERAL PROVISIONS 935 936 937 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 938 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United 939 States Mountain Time (Standard or Daylight Savings as applicable). 940 941 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date 942 is not specified, the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline 943 944 falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline El Shall 1-1 Shall Not 945 be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the 946 deadline shall not be extended. 947 948 949 19. CAUSES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND 950 WALK- THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be 951 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 952 953 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 954 perils or causes of loss prior to Closing in an amount of not more than ten percent of the total Purchase Price 955 956 (Property Damage), Seller shall be obligated to repair the same before Closing Date (§ 3). In the event such 957 damage is not repaired within said time or if the damage exceeds such sum, this Contract may be terminated at 958 the option of Buyer. Buyer shall have the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based 959 960 on any Property Damage not repaired before Closing Date (§ 3). Should Buyer elect to carry out this Contract 961 despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that were 962 received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus 963 964 the amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase 965 Price. In the event Seller has not received such insurance proceeds prior to Closing, the parties may agree to 966 extend the Closing Date (§ 3) or, at the option of Buyer, Seller shall assign such proceeds at Closing, plus credit 967 968 Buyer the amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase 969 Price. 970 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 971 communication services), systems and components of the Property, e. heatin or plumbing, or be damaged 97z ) Y P 9•, 9 P 9. 9 973 between the date of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable . 974 for the repair or replacement of such Inclusion, service, system, component or fixture of the Property with a unit of 975 976 similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 977 such Inclusion, service, system, component or fixture is not the responsibility of the Association, if any, less any 978 insurance proceeds received by Buyer covering such repair or replacement. Seller and Buyer are aware of the 979 980 existence of pre -owned home warranty programs that may be purchased and may cover the repair or replacement 981 of such Inclusions. 982 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 983 984 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify 985 Buyer, in writing, of such condemnation action. Buyer shall have the Right to Terminate under § 25.1, on or before 986 Closing Date (§ 3), based on such condemnation action in Buyer's sole subjective discretion. Should Buyer elect 987 988 to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer shall be 989 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the 990 Property or Inclusions but such credit shall not include relocation benefits, or expenses, or exceed the Purchase 991 992 Price. 993 19.4. Walk- Through and Verification of Condition. Buyer, upon reasonable notice, shall have the 994 right to walk through the Property prior to Closing to verify that the physical condition of the Property and 995 996 Inclusions complies with this Contract. 997 998 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller 999 1000 acknowledge that the respective broker has advised that this document has important legal consequences and 10o1 has recommended the examination of title and consultation with legal and tax or other counsel before signing this 1002 Contract. 1003 CBS3 -10 -1 1. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 12 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 1004 1005 .21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check 1006 received as Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when 1007 loos due, or if any obligation hereunder is not performed or waived as herein provided, there shall be the following 1009 remedies: 1010 21.1. If Buyer is in Default: loll El 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which 1012 1013 case all Earnest Money (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller 1014 may recover such damages as may be proper; or Seller may elect to treat this Contract as being in full force and 1015 1016 effect and Seller shall have the right to specific performance or damages, or both. 1017 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 shall apply unless the box in § 21.1.1. 1018 is checked. All Earnest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both 1020 Parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money specified in 1021 § 4.1 is LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree is fair and reasonable and 1022 (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money shall be SELLER'S SOLE AND 1023 1024 ONLY REMEDY for Buyer's failure to perform the obligations. of this Contract. Seller expressly waives the . 1025 remedies of specific performance and additional damages. 1026 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1027 Earnest Money received hereunder shall be returned and Buyer may recover such damages as may be proper, or 1028 Y Y Y 9 Y P P 1029 Buyer may elect to treat this Contract as being in full. force and effect and Buyer shall have the right to specific 1030 performance or damages, or both. 1031 1032 1033 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of - 1034 any arbitration or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall 1035 1036 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses. 1037 1038 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the 1039 parties shall first proceed in ood faith to submit the matter to mediation. Mediation is a process in which the loco p p g p 1041 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 1042 cannot impose binding decisions. The parties to the dispute must agree, in writing, before any settlement is 1043 binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such 1044 9 P 1 Y PP P q Y 1045 mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved 1046 within thirty days of the date written notice requesting mediation is delivered by one party to the other at the 1047 last known address. This section shall not alter an date in this Contract, unless otherwise agreed. 1048 party's Y 9 .1049 1050 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release 1051 1052 the Earnest Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any 1053 controversy regarding the Earnest Money (notwithstanding any termination of this Contract), Earnest Money 1054 Holder shall not be required to take any action. Earnest Money Holder, at its option and sole subjective discretion, 1055 may 1 await an proceeding, 2 inter lead.all parties and deposit Earnest Money into a court of competent 1056 Y() YP 9.( )� P P P Y� P 1057 jurisdiction and shall recover court costs and reasonable attorney and legal fees, or (3) provide notice to Buyer and 1058 Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer 1059 and Seller containing the case number of the lawsuit Lawsuit within one hundred twenty days of Earnest Money 1060 ) 9 (Lawsuit) Y Y Y 1061 Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In 1062 the event Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time 1063 of any Order, Earnest Money Holder shall disburse the Earnest Money. pursuant to the Order of the Court. The 1065 parties reaffirm the obligation of Mediation (§ 23). The provisions of this § 24 apply only if the Earnest Money 1066 Holder is one of the Brokerage Firms named in § 33 or § 34. 1067 1068 1069 25. TERMINATION. > 1070 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to 1071 Terminate the termination shall be effective u on the other party's recei t of a written notice to terminate Notice 1072 )� P P ( 1073 to Terminate), provided such written notice was received on or before the applicable deadline specified in this 1074 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to 1075 1076 Terminate shall have accepted the specified matter, document or condition as satisfactory and waived the Right to 1077 Terminate under such provision. 1078 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1079 1080 hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 1081 and 24. 1082 1083 1084 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and. specified addenda, 1085 constitute the entire agreement between the parties relating to the subject hereof, and any prior agreements CBS3 -10 -1 1. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 13 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 1086 pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent 1087 modification of an of the terms of this Contract shall be valid, binding upon the parties, or enforceable unless 1088 Y 9 P P 1089 made in writing and signed by the parties. Any obligation in this Contract that, by its terms, is intended to be 1090 performed after termination or Closing shall survive the same. 1091 1092 1093 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 1094 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, 1095 in a signed document or notice, from or on behalf of Seller, and delivered to Buyer shall be effective when 1096 g Y 1097 physically received by Buyer, any signatory on behalf of Buyer, any named individual of Buyer, any representative 1098 of Buyer, or Brokerage Firm of Broker working with Buyer (except for delivery, after Closing, of the notice 1099 requesting mediation described in 23 and except as provided in 27.2 . An document, including a signed 1100 q 9 §) P P § Y 9 9 11o1 document or notice, from or on behalf of Buyer, and delivered to Seller shall be effective when physically received 1102 by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative of Seller, or 1103 Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation 1104 9 9 ( P rY, 9, q 9 1105 described in § 23) and except as provided in § 27.2. 1106 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed 1107 document or written notice ma be delivered in electronic form only b the following indicated methods: 1108 Y Y Y 9 1109 ❑ Facsimile ❑ E -mail ❑ Internet ❑ No Electronic Delivery. If the box "No Electronic Delivery" is 1110 checked, this § 27.2 shall not be applicable and § 27.1 shall govern notice and delivery. Documents with original 1111 i 1112 signatures shall be provided upon request of any party. 1113 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed 1114 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1115 1116 contract in Colorado for property located in Colorado. 1117 1118 28 NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by 1119 1120 Buyer and Seller, as evidenced by their signatures below, and the offering party receives notice of such 1121 acceptance pursuant to,§ 27 on or before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 1122 3). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may 1123 1124 be executed b each party, separately, and when each party has executed a copy thereof, such copies taken 1125 together shall be deemed to be a full and complete contract between the parties. 1126 1127 29. GOOD FAITH. Buyer and Seller acknowledge that each art has an obligation to act in good faith, including 1128 Y 9 party 9 9 9 1129 but not limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and 1130 Obligations (§ 5), Record Title and Off - Record Title Matters (§ 8), Current Survey Review (§ 9) and 1131 1132 Property Disclosure, Inspection, Indemnity, Insurability and Due Diligence (§ 10). 1133 1134 1135 ADDITIONAL PROVISIONS AND ATTACHMENTS 1136 1137 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado 1138 1139 Real Estate Commission.) 1140 31. ATTACHMENTS. The following are a part of this Contract: 1141 1142 1143 Note: The following disclosure forms are attached but are not a part of this Contract: 1144 1145 1146 SIGNATURES 1147 1148 1149 Buyer: Date: 1150 115.1 1152 Address: 1153 Phone: Fax: 1154 Electronic Address: 1155 1156 1157 1158 1159 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 31] 1160 1161 1162 Seller: Date: 1163 1164 1165 Address: 1166 Phone: Fax: 1167 1168 Electronic Address: 1169 CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 14 of 15 CTMeContracts.com - 02012 CTM Software Corp. 1170 1171 32.- COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected. 1172 Initials only of party (Buyer or Seller) who countered or rejected offer 1173 1174 JEND OF CONTRACT TO BUY AND SELL REAL ESTATE 1175 1176 1177 1178 1179 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. 1180 (To be completed by Broker working with Buyer) 1181 1182 1183 Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the 1184 Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if 1186 Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not 1187 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 1188 Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of 1190 Earnest Money shall be made within five days of Earnest Money Holder's receipt of the executed written mutual 1191 instructions, provided the Earnest Money check has cleared. Broker agrees that if Earnest.Money Holder is other 1192 than the Brokerage Firm identified in § 33 or § 34, Closing Instructions signed by Buyer, Seller, and Earnest 1194 Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money Holder. 1195 1196 1197 Broker is working with Buyer as a ❑ Buyer's Agent E3 Seller's Agent El Transaction - Broker in this 1198 transaction. ❑ This is a Change of Status. 1199 1200 1201 Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm 1202 ❑ Buyer ❑ Other CBS3 -10 -11 Brokerage Firm's Name: BJ *ADAMS AND COMPANY Date: 411812012 Broker's Name: Andrew Ernemann Address: 534 E. Hopkins Avenue Aspen, CO 81611 Ph: 970422 -2111 Fax: 970- 920 -2927 Email: andrew@bjac.net 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit specified in § 4.1 and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holders receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker agrees that if Earnest Money Holder is other than the Brokerage Firm identified in § 32 or § 33, Closing Instructions signed by Buyer, Seller, and Earnest Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money Holder. Broker is working with the Seller as a ❑ Seller's Agent ❑ Buyer's Agent ❑ Transaction - Broker in this transaction. ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other Brokerage Firm's Name: Broker Date: Address: , Ph: Fax: email: CBS3- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE (COMMIERCIAL) CTM eContracts - Cs?2011 CTM Software Corp. ' CONTRACT TO BUY AND SELL REAL ESTATE - Commercial Page 15 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 1 2 3 BJ *ADAMS AND COMPANY 5 5 C ,,PANY 534 E. Hopkins Avenue Aspen, CO 81611 0 Andrew Ernemann 7 Ph: 970 - 922 -2111 Fax: 970 - 920 -2927 8 he printed portions of this form, except differentiated additions, have been approved by the Colorado 9 Real Estate Commission. (LC50 -8 -10) (Mandatory 1 -11) 10 11 12 THIS IS A BINDING CONTRACT. THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE 14 PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 15 16 . Compensation charged by real estate brokerage firms is not set by law. Such charges are established 17 b each real estate brokerage firm. 18 Y g 19 20 DIFFERENT BROKERAGE RELATIONSHIPS ARE AVAILABLE WHICH INCLUDE BUYER AGENCY, 21 a 22 SELLER AGENCY OR TRANSACTION - BROKERAGE. 23 24 25 EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT 26 27 28 ® SELLER AGENCY ❑ TRANSACTION - BROKERAGE 29 30 31 Date: 411812092 32 33 34 1. AGREEMENT. Seller and Brokerage Firm enter into this exclusive, irrevocable contract (Seller. Listing 35 Contract) as of the date set forth above. 36 37 39 2. BROKER AND BROKERAGE FIRM. 40 ® 2.1. Multiple- Person Firm. If this box is checked, the individual designated by Brokerage Firm to serve as 41 the broker of Seller and to perform the services for Seller required by this Seller Listing Contract is called Broker. If 42 43 more than one individual is so designated, then references in this Seller Listing Contract to Broker shall include all 44 persons so designated, including substitute or additional brokers. The brokerage relationship exists only with 45 Broker and does not extend to the employing broker, Brokerage Firm or to any other brokers employed or engaged 46 47 by Brokerage Firm who are not so designated. 48 49 so ❑ 2.2• One - Person Firm. If this box is checked, Broker is a real estate brokerage firm with only one licensed 51 natural person. References in this Seller Listing Contract to Broker or Brokerage Firm mean both the licensed 52 natural person and brokerage firm who shall serve as the broker of Seller and perform the services for Seller 53 54 required by this Seller Listing Contract. 55 56 57 3. DEFINED TERMS. 58 59 3.1. Seller: 60 61 62 3.2. Brokerage Firm: BJ *ADAMS AND COMPANY 63 64 65 3.3. Broker: Andrew Ernemann 66 67 68 3.4. Property. The Property is the following legally described real estate in the County of ,Colorado: 69 70 71 known as No. CO . 72 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, 73 74 and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded. 75 3.5. Sale. 76 3.5.1. A Sale is the voluntary transfer or exchange of any interest in the Property or the voluntary creation 77 78 of the obligation to convey any interest in the Property, including a contract or lease. It also includes an agreement 79 to transfer any ownership interest in an entity which owns the Property. 8o ❑ 3.5.2. If this box is checked, Seller authorizes Broker to negotiate leasing the Property. Lease of the 81 82 Property or Lease means any lease of an interest in the Property. 83 3.6. Listing Period. The Listing Period of this Seller Listing Contract shall begin on 84 LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page 1 of 8 CTMeContracts.com - ©2012 CTM Software Corp. 85 and shall continue through the earlier of (1) completion of the Sale of the Property or (2) 86 Broker shall continue to assist in the completion of any sale or lease for which compensation is payable to 87 Brokerage Firm under 7 of this Seller Listing Contract. 88 9 § 9 89 90 3.7. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The 91 abbreviation "N /A" or the word "Deleted" means not applicable. The abbreviation "MEC" (mutual execution of this 92 contract) means the date upon which both parties have signed this Seller Listing Contract. 93 Y� P 3.8. Da Computation of Period of Days, Deadline. 94 Y 95 3.8.1. Day. As used in this Seller Listing Contract, the term "day" shall mean the entire day ending at 96 11:59 p.m., United States Mountain Time (Standard or Daylight Savings as applicable). 97 98 3.8.2. Computation of Period of Days, Deadline. In computing.a period of days, when the ending date 99 is not specified, the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline 100 falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline ❑ Shall ❑ Shall Not 102 be extended to the next day not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline 103 shall not be extended. 104 106 4. BROKERAGE RELATIONSHIP. 107 4.1. If the Seller Agency box at the top of page 1 is checked, Broker shall represent Seller as a Seller's 108 limited agent (Seller's Agent). If the Transaction - Brokerage box at the top of page 1 is checked, Broker shall act 109 110 as a Transaction - Broker. 111 4.2. In- Company Transaction — Different Brokers. When Seller and buyer in a transaction are working 112 with different brokers, those brokers continue to conduct themselves consistent with the brokerage relationships 114 they have established. Seller acknowledges that Brokerage Firm is allowed to offer and pay compensation to 115 brokers within Brokerage Firm working with a buyer. 116 4.3. In- Company Transaction — One Broker. If Seller and buyer are both working with the same broker, 117 118 Broker shall function as: 119 4.3.1. Seller's Agent. If the Seller Agency box at the top of page 1 is checked, the parties agree the 120 following applies: 121 4.3.1.1. Seller Agency Only. Unless the box in 4.3.1.2 Seller Agency Unless Brokerage 122 9 Y Y• § � 9 Y 9 123 Relationship with Both) is checked, Broker shall represent Seller as Seller's Agent and shall treat the buyer as 124 a customer. A customer is a party to a transaction with whom Broker has no brokerage relationship. Broker shall 125 disclose to such customer Broker's relationship P with Seller. 127 ❑ 4.3.1.2. Seller Agency Unless Brokerage Relationship with Both. If this box is checked, 128 Broker shall represent Seller as Seller's Agent and shall treat the buyer as a customer, unless Broker currently 129 130 has or enters into an agency or Transaction - Brokerage relationship with the buyer, in which case Broker shall act 131 as a Transaction - Broker. 132 4.3.2. Transaction - Broker. If the Transaction - Brokerage box at the top of page 1 is checked, or in the 133 134 event neither box is checked, Broker shall work with Seller as a Transaction - Broker. A Transaction - Broker shall 135 perform the duties described in § 5 and facilitate sales transactions without being an advocate or agent for either 136 party. If Seller and buyer are working with the same broker, Broker shall continue to function as a Transaction - 137 138 Broker. 139 140 5. BROKERAGE DUTIES. Brokerage Firm, acting through Broker, as either a Transaction- Broker or a Seller's 141 142 Agent, shall perform the following Uniform Duties when working with Seller: 143 5.1. Broker shall exercise reasonable skill and care for Seller, including, but not limited to the following: 144 5.1.1. Performing the terms of any written or oral agreement with Seller; 145 146 5.1.2. Presenting all offers to and from Seller in a timely manner regardless of whether the Property is 147 subject to a contract for Sale; 148 5.1.3. Disclosing to Seller adverse material facts actually known by Broker; 149 150 5.1.4. Advising Seller regarding the transaction and advising Seller to obtain expert advice as to 151 material matters about which Broker knows but the specifics of which are beyond the expertise of Broker; 152 5.1.5. Accounting in a timely manner for all money and property received; and 153 154 5.1.6. Keeping Seller fully informed regarding the transaction. 155 5.2. Broker shall not disclose the following information without the informed consent of Seller: 156 5.2.1. That Seller is willing to accept less than the asking price for the Property; 157 158 5.2.2. What the motivating factors are for Seller to sell the Property; 159 5.2.3. That Seller will agree to financing terms other than those offered; 160 5.2.4. Any material information about Seller unless disclosure is required by law or failure to disclose 161 162 such information would constitute fraud or dishonest dealing; or 163 5.2.5. Any facts or suspicions regarding circumstances that could psychologically impact or stigmatize 164 the Property. 165 166 5.3. Seller consents to Broker's disclosure of Seller's confidential information to the supervising broker or 167 desiqnee for the purpose of proper supervision, provided such supervisinq broker or designee shall not further LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page 2 of 8 CfMeContracts.com - C2012 CTM Software Corp. 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 disclose such information without consent of Seller, or use such information to the detriment of Seller. 5.4. Brokerage Firm may have agreements with other sellers to market and sell their property. Broker may show alternative properties not owned by Seller to other prospective buyers and list competing properties for sale. 5.5. Broker shall not be obligated to seek additional offers to purchase the Property while the Property is subject to a contract for Sale. 5.6. Broker has no duty to conduct an independent inspection of the Property for the benefit of a buyer and has no duty to independently verify the accuracy or completeness of statements made by Seller or independent inspectors. Broker has no duty to conduct an independent investigation of a buyer's financial condition or to verify the accuracy or completeness of any statement made by a buyer. 5.7. Seller understands that Seller shall not be liable for Broker's acts or omissions that have not been approved, directed, or ratified by Seller. 5.8. When asked, Broker ❑ Shall ❑ Shall Not disclose to prospective buyers and cooperating brokers the existence of offers on the Property and whether the offers were obtained by Broker, a broker within Brokerage Firm or by another broker. 6. ADDITIONAL DUTIES OF SELLER'S AGENT.. If the Seller Agency box at the top of page 1 is checked, Broker is Seller's Agent, with the following additional duties: 6.1. Promoting the interests of Seller with the utmost good faith, loyalty and fidelity; 6.2. Seeking a price and terms that are set forth in this Seller Listing Contract; and 6.3. Counseling Seller as to any material benefits or risks of a transaction that are actually known by Broker. 7. COMPENSATION TO BROKERAGE FIRM; COMPENSATION TO COOPERATIVE BROKER. Seller agrees that. any Brokerage Firm compensation that is conditioned upon the Sale of the Property shall be earned by Brokerage Firm as set forth herein without any discount or allowance for any efforts made by Seller or by any other person in connection with the Sale of the Property. 7.1. Amount. In consideration of the services to be performed by Broker, Seller agrees to pay Brokerage Firm as follows: 7.1.1. Sale Commission. (1) % of the gross purchase price or (2) in U.S. dollars. 7.1.2. Lease Commission. If the box in § 3.5.2 is checked, Brokerage Firm shall be paid a fee equal to (1) % of the gross rent under the lease, or (2) , in U.S. dollars, payable as follows: 7.2. When Earned. Such commission shall be earned upon the occurrence of any of the following: 7.2.1. Any Sale of the Property within the Listing Period by Seller, by Broker or by any other person; 7.2.2. Broker finding a buyer who is ready, willing and able to complete the sale or lease as specified in this Seller Listing Contract; or 7.2.3. Any Sale (or Lease if § 3.5.2 is checked) of the Property within calendar days subsequent to the expiration of the Listing Period (Holdover Period) (1) to anyone with whom Broker negotiated and (2) whose name was submitted, in writing, to Seller by Broker during the Listing Period including any extensions thereof, (Submitted Prospect). Provided, however, Seller ❑ Shall ❑ Shall Not owe the commission to Brokerage Firm under this § 7.2.3 if a commission is earned by another licensed real estate brokerage firm acting pursuant to an exclusive agreement entered into during the Holdover Period and a Sale or Lease to a Submitted Prospect is consummated. If no box is checked above in this § 7.2.3, then Seller shall not owe the commission to Brokerage Firm. 7.3. When Applicable and Payable. The commission obligation shall apply to a Sale made during the Listing Period or any extension of such original or extended term. The commission described in § 7.1.1 shall be payable at the time of the closing of the Sale, or, if there is no closing (due to the refusal or neglect of Seller) then on the contracted date of closing, as contemplated by § 7.2.1 or § 7.2.3, or upon fulfillment of § 7.2.2 where the offer made by such buyer is not accepted by Seller. 7.4 Other Compensation. 7.5. Cooperative Broker Compensation. Broker shall seek assistance from, and Brokerage Firm offers compensation to, outside brokerage firms, whose brokers are acting as: ❑ Buyer Agents: % of the gross sales price or in U.S. dollars. ❑ Transaction - Brokers: % of the gross sales price or in U.S. dollars. 8. LIMITATION ON THIRD -PARTY COMPENSATION. Neither Broker nor the Brokerage Firm, except as set forth in § 7, shall accept compensation from any other person or entity in connection with the Property without the written consent of Seller. Additionally, neither Broker nor Brokerage Firm shall assess or receive mark -ups or other compensation for services performed by any third party or affiliated business entity unless Seller signs a separate written consent. 9. OTHER BROKERS' ASSISTANCE, MULTIPLE LISTING SERVICES AND MARKETING. Seller has been . LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page 3 of 8 CTMeContracts.com - ©2012 CTM Software Corp. 252 advised by Broker of the advantages and disadvantages of various marketing methods, including advertising and 253 the use of multiple listing services (MLS) and various methods of making the Property accessible by other 254 255 brokerage firms (e.g., using lock boxes, by- appointment -only showings, etc.), and whether some methods may 256 limit the ability of another broker to show the Property. After having been so advised, Seller has chosen the 257 following (check all that apply): 258 259 9.1. MLS /Information Exchange. 260 9.1.1. The Property ❑ Shall ❑ Shall Not be submitted to one or more MLS and ❑ Shall ❑ Shall 261 262 Not be submitted to one or more property information exchanges. If submitted, Seller authorizes Broker to provide 263 timely notice of any status change to such MLS and information exchanges. Upon transfer of deed from Seller to 264 buyer, Seller authorizes Broker to provide sales information to such MLS and information exchanges. 265 266 9.1.2. Seller authorizes the use of electronic and all other marketing methods except: 267 268 9.1.3. Seller further authorizes use of the data by MLS and property information exchanges, if any. 269 9.1.4. The Property Address ❑ Shall ❑ Shall Not be displayed on the Internet. 27o P Y 271 9.1.5. The Property Listing ❑ Shall ❑ Shall Not be.displayed on the Internet. 272 9.2. Property Access. Access to the Property may be by: 273 274 ❑ Lock Box 275 ❑ 276 277 Other instructions: 278 9.3. Brokerage Marketing.The following specific marketing tasks shall be performed by Broker: 279 9.4. Brokerage Services. The Broker shall provide brokerage services to Seller. 280 281 282 10. SELLER'S OBLIGATIONS TO BROKER; DISCLOSURES AND CONSENT. 283 10.1. Negotiations and Communication. Seller agrees to conduct all negotiations for the Sale of the 284 285 Property only through Broker, and to refer to Broker all communications received in any form from real estate 286 brokers, prospective buyers, tenants or any other source during the Listing Period of this Seller Listing Contract. 287 10.2. Advertising. Seller agrees that any advertising of the Property by Seller (e.g., Internet, print and 288 289 signage) shall first be approved by Broker. 290 10.3. No Existing Listing Agreement. Seller represents that Seller ❑ Is ❑ Is Not currently a party to 291 any listing agreement with any other broker to sell the Property. 292 293 10.4. Ownership of Materials and Consent. Seller represents that all materials (including all 294 photographs, renderings, images or other creative items) supplied to Broker by or on behalf of Seller are owned by 295 Seller, except as Seller has disclosed in writing to Broker. Seller is authorized to and grants to Broker, Brokerage 296 Firm and an MLS that Broker submits the Property to a nonexclusive irrevocable, royalty-free license to use 297 Y ( P y ) 298 such material for marketing of the Property, reporting as required and the publishing, display and reproduction of 299 such material, compilation and data. This license shall survive the termination of this Seller Listing Contract. 300 301 10.5. Colorado Foreclosure Protection Act. The Colorado Foreclosure Protection Act (Act) generally 302 applies if (1) the Property is residential (2) Seller resides in the Property as Seller's principal residence (3) Buyer's 303 purpose in purchase of the Property is not to use the Property as Buyer's personal residence and (4) the Property 304 305 is in foreclosure or Buyer has notice that any loan secured by the Property is at least thirty days delinquent or in 306 default. If all requirements 1, 2, 3 and 4 are met and the Act otherwise applies, then a contract, between Buyer 307 and Seller for the sale of the Property, that complies with the provisions of the Act is required. If the transaction is 308 a Short Sale transaction and a Short Sale Addendum is part of the Contract between Seller and Buyer, the Act 310 does not apply. It is recommended that Seller consult with an attorney. 311 312 11. PRICE AND TERMS. The following Price and Terms are acceptable to Seller: 313 g P 314 11.1 Price. U.S. $ 315 11.2. Terms. ❑ Cash ❑ Conventional ❑ FHA ❑ VA 316 317 ❑ Other: 318 319 11.3. Loan Discount Points. 320 321 11.4. Buyer's Closing Costs (FHA/VA). Seller shall pay closing costs and fees, not to exceed 322 $ that Buyer is not allowed a . 323 b law to Y Y pay, for tax service and 324 11.5. Earnest Money. Minimum amount of earnest money deposit U.S. $ in the form of 325 326 327 11.6. Seller Proceeds. Seller will receive net proceeds of closing as indicated: 328 329 ❑ Cashier's Check at Seller's expense; ❑ Funds Electronically Transferred (Wire Transfer) to 330 an account specified by Seller, at Seller's expense; or ❑ Closing Company's Trust Account Check 331 11.7. Advisor Tax Withholding. The Internal Revenue Service and the Colorado Department of Revenue 332 Y� 9• P 333 may require closing company to withhold a substantial portion of the proceeds of this Sale when Seller either (1) is LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page 4 of 8 CTMeContracts.com - 02012 CTM Software Corp. 334 a foreign person or (2) will not be a Colorado resident after closing. Seller should inquire of Seller's tax advisor to 33.5 9 PP exemption exists. determine if withholding applies or if an exem 335 P 337 338 12. DEPOSITS. Brokerage Firm is authorized to accept earnest money deposits received by Broker pursuant to 339 a proposed Sale contract. Brokerage Firm is authorized to deliver the earnest money deposit to the closing agent, 34o P P 9 Y P 9 9 .341 if any, at or before the closing of the Sale contract. 342 344 13. INCLUSIONS AND EXCLUSIONS. 345 13.1. Inclusions. The Purchase Price includes the following items (Inclusions): 346 13.1.1. Fixtures. If attached to the Property on the date of this Seller Listing Contract, lighting, . 347 348 heating, plumbing, ventilating, and air conditioning fixtures, TV antennas, inside telephone, network and coaxial 349 (cable) wiring and connecting blocks /jacks, plants, mirrors, floor coverings, intercom systems, built -in kitchen 350 appliances, sprinkler systems and controls, built -in vacuum systems (including accessories), garage door openers 351 352 including remote controls; and 353 13.1.2. Personal Property. If on the Property whether attached or not on the date of this Seller 354 Listing Contract: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window 355 coverings, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace rates, heating stoves, storage 356 9 P rY P P P 9 9 9 357 sheds, and all keys. If checked, the following are included: ❑ Water Softeners ❑ Smoke /Fire Detectors ❑ 358 359 Security Systems ❑ Satellite Systems (including satellite dishes); and 360 361 The Personal Property to be conveyed at closing shall be conveyed by Seller free and clear of all taxes 362 (except personal property taxes for the year of closing), liens and encumbrances, except . Conveyance shall be by 363 364 bill of sale or other applicable legal instrument. 365 13.1.3. Trade Fixtures.. The following trade fixtures: . 366 The Trade Fixtures to be conveyed at closing shall be conveyed b Seller, free and clear of all taxes 367 Y 9 Y Y 368 (except personal property taxes for the year of closing), liens and encumbrances, except . Conveyance shall be by 369 bill of sale or other applicable legal instrument. 370 371 13.1.4. Parking and Storage Facilities. ❑ Use Only ❑ Ownership of the following parking facilities: 372 373 374 and ❑ Use Only ❑ Ownership -of the following storage facilities: 375 376 377 13.1.5. Water Rights. The following legally described water rights: . 378 Any water rights shall be conveyed by deed or other applicable legal 379 380 instrument. The Well Permit # is 381 13.1.6. Growing Crops. The following growing crops:. 382 13.2. Exclusions. The following are excluded (Exclusions): 383 384 385 387 3$7 .14. TITLE AND ENCUMBRANCES. Seller represents to Broker that title to the Property is solely in Seller's 388 name. Seller shall deliver to Broker true copies of all relevant title materials, leases, improvement location 389 certificates and surveys in Seller's possession and shall disclose to Broker all easements, liens and other 390 encumbrances, if any, on the Property, of which Seller has knowledge. Seller authorizes the holder of any 391 392 obligation secured by an encumbrance on the Property to disclose to Broker the amount owing on said 393 encumbrance and the terms thereof. In case of Sale, Seller agrees to convey, by a 394 395 deed, only that title Seller has in the Property. Property shall be conveyed 396 free and clear of all taxes, except the general.taxes for the year of closing. 397 All monetary encumbrances (such as mortgages, deeds of trust, liens, financing statements) shall be paid 398 b Seller and released except as Seller and buyer may otherwise agree. Existing monetary encumbrances are as 399 Y P Y Y 9 9 rY 400 follows: 401 The Property is subject to the following leases and tenancies: . 402 403 If the Property has been or will be subject to any governmental liens for special improvements installed at 404 the time of signing a Sale contract, Seller shall be responsible for payment of same, unless otherwise agreed. 405 Brokerage Firm may terminate this Seller Listing Contract upon written notice to Seller that title is not satisfactory 406 g 407 to Brokerage Firm. 408 409 15. EVIDENCE OF TITLE. Seller agrees to-furnish buyer, at Seller's expense, a current commitment and an 410 411 owner's title insurance policy in an amount equal to the Purchase Price in the form specified in the Sale contract, 412 or if this box is checked, ❑ An Abstract of Title certified to a current date. 413 414 415 16. ASSOCIATION ASSESSMENTS. Seller represents that the amount of the regular owners' association LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page 5 of 8 CTMeContracts.com - 02012 CTM Software Corp. 416 assessment is currently payable at per and that there are no unpaid 417 418 regular or special assessments against the Property except the current regular assessments and except 419 Seller 420 agrees to promptly request the owners' association to deliver to buyer before date of closing a current statement of 421 assessments against the Property. 4zz 9 P Y• 423 424 17. POSSESSION. Possession of the Property shall be delivered to buyer as follows: , subject to leases and 425 d in ib d i enances as described 426 t § 14. 427 429 18. MATERIAL DEFECTS, DISCLOSURES AND INSPECTION. 430 18.1. Broker's Obligations. Colorado law requires a broker to disclose to any prospective buyer all adverse 431 material facts actually known by such broker including but not limited to adverse material facts pertaining to the 432 title to the Property and the physical condition of the Property, any material defects in the Property, and any 433 434 environmental hazards affecting the Property which are required by law to be disclosed. These types of 435 disclosures may include such matters as structural defects, soil conditions, violations of health, zoning or building 436 laws, and nonconforming uses and zoning variances. Seller agrees that any buyer may have the Property and 437 Inclusions inspected and authorizes Broker to disclose an facts actual) known b Broker about the Property. 438 P Y Y Y P Y• 439 18.2. Seller's Obligations. 440 18.2.1. Seller's Property Disclosure Form. A seller is not required by law to provide a written 441 disclosure of adverse matters regarding the Property. However, disclosure of known material latent not obvious 442 9 9 P Y• ( ) 443 defects is required by law. Seller ❑ Agrees ❑ Does Not Agree to provide a Seller's Property Disclosure form 444 completed to Seller's current, actual knowledge. 445 18.2.2. Lead -Based Paint. Unless exempt, if the improvements on the Property include one or more 446 P . P P Y 447 residential dwellings for which a building permit was issued prior to January 1, 1978, a completed Lead -Based 448 Paint Disclosure (Sales) form must be signed by Seller and the real estate licensees, and given to any potential 449 450 buyer in a timely manner. 451 18.2.3. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired 452 heater or appliance, a fireplace, or an attached garage and one or more rooms lawfully used for sleeping purposes 454 (Bedroom), Seller understands that Colorado law requires that Seller assure the Property has an operational 455 carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by 456 the applicable building code, prior to offering the Property for sale or lease. 457 458 459 18.3. Right of Broker to Terminate. Although Broker has no obligation to investigate or inspect the 460 Property, and no duty to verify statements made, Broker shall have the right to terminate this Seller Listing 461 462 Contract if the physical condition of the Property, Inclusions, any proposed or existing transportation project, road, 463 street or highway, or any other activity, odor or noise (whether on or off the Property) and its effect or expected 464 effect on the Property or its occupants, or if any facts or suspicions regarding circumstances that could 465 466 psychologically impact or stigmatize the Property are unsatisfactory to Broker. 467 468 19. FORFEITURE OF PAYMENTS. In the event of a forfeiture of payments made by a buyer, the sums.received 469 470 shall be divided between Brokerage Firm and Seller, one -half thereof to Brokerage Firm but not to exceed the 471 Brokerage Firm compensation agreed upon herein, and the balance to Seller. Any forfeiture of payment under this 472 section shall not reduce any Brokerage Firm compensation owed, earned and payable under § 7. 473 474 475 20. COST OF SERVICES AND REIMBURSEMENT. Unless otherwise agreed upon in writing, Brokerage Firm 476 shall bear all expenses incurred by Brokerage Firm, if any, to market the Property and to compensate cooperating 477 478 brokerage firms, if any.. Neither Broker nor Brokerage Firm shall obtain or order any other products or services 479 unless Seller agrees in writing to pay for them promptly when due (examples: surveys, radon tests, soil tests, title 480 reports, engineering studies). Unless otherwise agreed, neither Broker nor Brokerage Firm shall be obligated to 481 advance funds for the benefit of Seller in order to complete a closing. Seller shall reimburse Brokerage Firm for 482 P . 9� 9 483 payments made by Brokerage Firm for such products or services authorized by Seller. 484 486 21. DISCLOSURE OF SETTLEMENT COSTS. Seller acknowledges that costs, quality, and extent of service 487 vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 488 489 490 22. MAINTENANCE OF THE PROPERTY. Neither Broker nor Brokerage Firm shall be responsible for 491 maintenance of the Property nor shall they be liable for damage of any kind occurring to the Property, unless such 492 damage shall be caused by their negligence or intentional misconduct. 493 494 495 23. NONDISCRIMINATION. The parties agree not to discriminate unlawfully against any prospective buyer 496 because of the race, creed, color, sex, sexual orientation, marital status, familial status, physical or mental - 497 498 disability, handicap, religion, national origin or ancestry of such person. 499 LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page 6 of 8 CTMeContracts.com - ©2012 CTM Software Corp. 500 24. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Seller acknowledges 501 that Broker has advised that this document has important legal consequences and has recommended consultation soz p g q 503 with legal and tax or other counsel before signing this Seller Listing Contract. 504 505 25. MEDIATION. If a dispute arises relating to this Seller Listing Contract, prior to or after closing, and is not 506 p g g p g. 507 resolved, the parties shall first proceed in good faith to submit the matter to mediation. Mediation is a process in 508 which the parties meet with an impartial person who helps to resolve the dispute informally and confidentially. 509 Mediators cannot impose binding decisions. The parties to the dispute must agree, in writing, an 510 P 9 P P 9 9. Y 511 settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of 512 such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not 514 resolved within 30 calendar days of the date written notice requesting mediation is delivered by one party to the 515 other at the party's last known address. 516 517 26. ATTORNEY FEES.. In the event of an arbitration or litigation relating to this Seller Listing Contract, the 518 Y 9 9 9 519 arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney and 520 legalfees. 522 523 27. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado 525 Real Estate Commission.) 526 527 28. ATTACHMENTS. The following are a part of this Seller Listing Contract: 528 529 530 29. NO OTHER PARTY OR INTENDED BENEFICIARIES. Nothing in this Seller Listing Contract shall be 531 deemed to inure to the benefit of any person other than Seller, Broker and Brokerage Firm. 532 533 534 30. NOTICE, DELIVERY AND CHOICE OF LAW. 535 30.1. Physical Delivery. All notices must be in writing, except as provided in § 30.2. Any document, 536 537 including a signed document or notice, delivered to the other party to this Seller Listing Contract, is effective upon 538 physical receipt. Delivery to Seller shall be effective when physically received by Seller, any signator on behalf of 539 Seller, any named individual of Seller or representative of Seller. 540 541 30.2. Electronic Dtelivery. As an alternative to physical delivery, any document, including any signed 542 document or written notice may be delivered in electronic form only by the following indicated methods: 543 ❑ Facsimile ❑ E -mail ❑ Internet ❑ No Electronic Delivery. Documents with original signatures 544 545 shall be provided upon request of any party. 546 30.3. Choice of Law. This Seller Listing Contract and all disputes arising hereunder shall be governed by 547 548 and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado.residents 549 who sign a contract in this state for property located in Colorado. 550 551 31. MODIFICATION OF THIS SELLER LISTING CONTRACT. No subsequent modification of any of the terms 552 553 of this Seller Listing Contract shall be valid, binding upon the parties, or enforceable unless made in writing and 554 signed by the parties. 555 556 557 32. COUNTERPARTS. If more than one person is named as a Seller herein, this Seller Listing Contract may be 558 executed by each Seller, separately, and when so executed, such copies taken together with one executed by 559 560 Broker on behalf of Brokerage Firm shall be deemed to be a full and complete contract between the parties. 561 562 33. ENTIRE AGREEMENT. This agreement constitutes the entire contract between the parties, and any prior 563 564 agreements, whether oral or written, have been merged and integrated into this Seller Listing Contract. 565 566 34. COPY OF CONTRACT. Seller acknowledges receipt of a copy of this Seller Listing Contract signed by 567 Broker, including all attachments. 568 569 570 Brokerage Firm authorizes Broker to execute this Seller Listing Contract on behalf of Brokerage Firm. 571 572 573 574 575 Seller: Date: 576 577 S78 Address: 579 Phone: Fax: 580 Electronic Address: 581 582 583 LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page .7 of 8 CTMeContmcts.com - 02012 CTM Software Corp. 584 Broker: Date 585 Andrew Ernemann 586 587 Brokerage Firm's Name: BJ *ADAMS AND COMPANY 588 p 589 p Address: 534 E. Hopkins Avenue Aspen, CO 81611 590 Ph: 970 - 922 -2111 Fax: 970 - 920 -2927 Electronic Address: andrew@bjac.net 591 592 593 LCSO -8 -10 EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT 594 CTM eContracts - ((x`2011 CTM Software Corp, 595 596 597 LC50 -8 -10. EXCLUSIVE RIGHT -TO -SELL LISTING CONTRACT Page 8 of 8 CTMeContracts.com - 02012 CTM Software Corp. 1 BJ *ADAMS AND COMPANY 2 3 ,70.11 .,,,• 534 E. Hopkins Avenue Aspen, CO 81611 4 _ Andrew Ernemann 5 Ph: 970-922-2111 Fax: 970 - 920 -2927 6 he printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate 7 Commission. (CBS1- 10 -11) (Mandatory 1 -12) 8 9 to THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL. 11 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 13 14 CONTRACT TO BUY AND SELL REAL ESTATE 15 (RESIDENTIAL) 16 17 18 Date: 411812012 19 20 21 AGREEMENT 22 23 24 1. AGREEMENT. Buyer,identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the 25 Property described below on the terms and conditions set forth in this contract (Contract). 26 27 29 2. PARTIES AND PROPERTY. 30 2.1. Buyer. Buyer, , will take title to the Property described below as ❑ Joint Tenants ❑ Tenants 32' In Common El Other 33 2.2. Assignability and Inurement. This Contract 0 Shall El Shall. Not be assignable by Buyer 34 without Seller's prior written consent. Except as so restricted, this Contract shall inure to the benefit of and be 35 binding upon the heirs, personal representatives, successors and assigns of the parties. 36 37 2.3. Seller. Seller, , is the current owner of the Property described below. 38 2.4. Property. The Property is the following legally described real estate in the County of 39 40 Colorado: 41 42 known as No. CO, 43 44 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, 45 and all interest of.Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 46 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 47 48 2.5.1. Fixtures. If attached to the Property on the date of this Contract: lighting, heating, plumbing, 49 ventilating and air conditioning fixtures, TV antennas, inside telephone, network and coaxial (cable) wiring and 50 connecting blocks /jacks, plants, mirrors, floor coverings, intercom systems, built —in kitchen appliances, sprinkler 51 52 systems and controls, built —in vacuum systems (including accessories), garage door openers including 53 'remote controls. 54 Other Fixtures: 55 ' 56 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included 57 in the Purchase Price. 58 59 2.5.2. Personal Property. If on the Property whether attached or not on the date of this Contract: 60 storm windows, storm doors; window and porch shades, awnings, blinds, screens, window coverings, curtain rods, 61 drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, and all keys. If 62 63 checked, the following are included: ❑ Water Softeners ❑ Smoke /Fire Detectors ❑ Security Systems 64 ❑ Satellite Systems (including satellite dishes). 65 Other Personal Property: 66 P Y: 67 68 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clearof all 69 70 taxes (except personal property taxes for the year of Closing), liens and encumbrances, except 71 Conveyance shall. be by bill of sale or other applicable legal instrument. 72 73 2.5.3. Parking and Storage Facilities. ❑ Use Only,❑ Ownership of the following parking 74 facilities: ; and ❑ Use Only ❑ Ownership 75 g 76 of the following storage facilities: 77 78 2.5.4. Water Rights, Water and Sewer Taps. 79 80 2.5.4.1. Deeded Water Rights. The following legally described water rights: 81 82 83 Any water rights shall be conveyed byEl Deed. El Other applicable legal 84 . instrument. CBS]- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 1 of 15 CTMeContracts. coin - ©2012 CTM Software Corp. 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166. ❑ 2.5.4.2. Well Rights. If any water well is to be transferred to Buyer, Seller agrees to supply required information about such well to Buyer. Buyer understands that if the well to be transferred is a Small Capacity Well or a Domestic Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer shall complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer shall file the form with the Division within sixty days after Closing. The Well Permit # is 2.5.4.3. ❑ Water Stock Certificates: 2.5.4.4. El Water Tap Sewer Tap Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time and other restrictions for transfer and use of the tap. , 2.5.4.5. Other Rights: 2.6. Exclusions. The following items are excluded (Exclusions): 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline 1 § 4.2 Alternative Earnest Money Deadline Title and Association 2 § 7.1 Record Title Deadline 13 § 7.2 Exceptions Request Deadline 4 § 8.1 Record Title Objection Deadline 15 § 8.2 Off - Record Title Deadline 6 § 8.2 Off - Record Title Objection Deadline 17 § 8.3 Title Resolution Deadline 18 § 7.3 Association Documents Deadline 19 § 7.3 Association Documents Objection Deadline (10 § 8.5 Right of First Refusal Deadline Seller's Property Disclosure i11 § 10.1 Seller's Property Disclosure Deadline Loan and Credit 12 § 5.1 Loan Application Deadline 13 § 5.2 Loan Conditions Deadline 14 § 5.3 Buyer's Credit Information Deadline 15 § 5.3 Disapproval of Buyer's Credit Information Deadline X16 § 5.4 Existing Loan Documents Deadline X17 § 5.4 Existing Loan Documents Objection Deadline 18 § 5.4 Loan Transfer Approval Deadline Appraisal 19 1§ 6.2 Appraisal Deadline 120 1§ 6.2 Appraisal Objection Deadline Survey 21 § 9.1 Current Survey Deadline Current Survey Objection Deadline Inspection and Due Diligence !23 § 10.2 Inspection Objection Deadline 24 § 10.3 Inspection Resolution Deadline 25 § 10.5 Property Insurance Objection Deadline 26 § 10.6 Due Diligence Documents Delivery Deadline 27 § 10.7 Due Diligence Documents Objection Deadline Closing and Possession CBS1- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 2 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 28 § 12.3 Closing Date Amount 129 § 17 Possession Date Purchase Price 130 § 17 Possession Time § 4.2 131 §28 Acceptance Deadline Date. 3 �32 § 28 Acceptance Deadline Time 133 § 4.6 Assumption Balance 34 5 § 4.7 Seller or Private Financing Note: Applicability of Terms. Any box, blank or line in this Contract left blank or completed with the abbreviation "N /A ", or the word "Deleted" means such provision in Dates and Deadlines (§ 3), including any deadline, is not applicable and the corresponding provision of this Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. Note: If FHA or VA loan boxes are checked in § 4.5.3 (Loan Limitations), the Appraisal Deadline (§ 3) does Not apply to FHA. insured or VA guaranteed loans. 4. PURCHASE PRICE AND TERMS.. 4:1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: Item No. Reference Item Amount Amount 1 § 4.1 Purchase Price 2 § 4.2 Earnest Money 3 § 4.5 New Loan 14 § 4.6 Assumption Balance 5 § 4.7 Seller or Private Financing 6 17 8 § 4.3 Cash at Closing 9 1 JTOTAL 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of , shall be payable to and held by (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline (§ 3) for its payment. If Earnest Money Holder is other than the Brokerage Firm identified in § 33 or § 34, Closing Instructions signed by Buyer, Seller and Earnest Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money Holder. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract is as set forth as the Alternative Earnest Money Deadline (§ 3). 4.2.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer shall be entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in § 24, if.the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions, i.e., Earnest Money Release form, within three days of Seller's receipt of such form. 4.3. Form of Funds; Time of Payment; Funds Available. 4.3.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 4.3.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH CBS 1- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 3 of 15 CTMeContracts.com - 02012 CTM Software Corp. 250 PARTY SHALL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, ❑ Does ❑ Does 251 252 Not have funds that are immediately verifiable and available in an amount not less than the amount stated as 253 Cash at Closing in § 4.1. 254 255 4.4. Seller Concession. Seller, at Closing, shall credit, as directed by Buyer, an 256 amount of $ to assist with Buyer's closing costs, loan discount points, loan origination fees, 257 prepaid items (including any amounts that Seller agrees to pay because Buyer is not allowed to pay due to FHA, 258 CHFA, VA, etc. and an other fee, cost, charge, expense or expenditure related to Buyer's New Loan or other 259 )� Y 9 P P Y 26o allowable Seller concession (collectively, Seller Concession). Seller Concession is in addition to any sum Seller 261 has agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession shall be reduced to the extent it 262 263 exceeds the amount allowed by Buyer's lender as set forth in the Closing Statement or HUD -1, at Closing. 264 4.5. New Loan. 265 266 4.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 4.4, if applicable, shall timely pay 267 Buyer's loan costs, loan discount points, prepaid items and loan origination fees, as required by lender. 268 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and 269 270 acceptable to Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 or § 30 271 (Additional Provisions). 272 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of 273 274 loan: ❑ Conventional ❑ FHA ❑ VA ❑ Bond ❑ Other 275 4.5.4. Good Faith Estimate — Monthly Payment and Loan Costs. Buyer is advised to review the 276 terms, conditions and costs of Buyer's New Loan carefully. If Buyer is applying for a residential loan, the lender 277 278 generally must provide Buyer with a good faith estimate of Buyer's closing costs within three days after Buyer 279 completes a loan application. Buyer should also obtain an estimate of the amount of Buyer's monthly mortgage 28opayment. If the New Loan is unsatisfactory to Buyer, Buyer shall have. the Right to Terminate under § 25. 1, on or 282 before Loan Conditions Deadline (§ 3). 283 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of 284 285 the Assumption Balance set forth in § 4.1, presently payable at $ per including 286 principal and interest presently at the rate of % per annum, and also including escrow for the following as 287 288 indicated: ❑Real Estate Taxes 11 Property Insurance Premium ❑Mortgage Insurance Premium and ❑ 289 290 Buyer agrees to pay a loan transfer fee not to exceed $ At the time of assumption, 291 292 the new interest rate shall not exceed % per annum and the new payment shall not exceed $ 293 per principal and interest, plus escrow, if any. If the actual principal balance of the existing loan at 294 Closing is less than the Assumption Balance, which causes the amount of cash required from Buyer at Closing to z95 9� P� q Y 9 296 be increased by more than $ , then Buyer shall have the Right to Terminate under § 25.1 on or before 297 Closing Date (§ 3), based on the reduced amount of the actual principal balance. 298 299 Seller ❑Shall ❑Shall Not be released from liability on said loan. If applicable, compliance with the 300 requirements for release from liability shall be evidenced by delivery ❑ on or before Loan Transfer Approval 301 Deadline 3 ❑ at Closing of an appropriate letter of commitment from lender. An cost payable for release of 302 (§ ) g Y P Y 303 liability shall be paid by in an amount not to exceed $ 304 4.7. Seller or Private Financing. Buyer agrees to execute a promissory note payable to: 305 306 as ❑ Joint Tenants ❑ Tenants in Common ❑ Other 307 on the note form as indicated: ❑ (Default Rate) NTD81 -10 -06 308 Y a Ist Other secured b , 2nd, etc. 309 ( ) deed of trust 310 encumbering the Property, using the form as indicated: 311 ❑ Due on Transfer - Strict (TD72 -8 -10) ❑ Due on Transfer - Creditworthy (TD73 -8 -10) ❑ Assumable - 313 Not Due on Transfer (TD74 -8 -10) ❑ Other . 314 The promissory note shall be amortized on the basis of ❑ Years ❑Months, payable at $ 315 per including principal and interest at the rate of % per annum. Payments shall 316 P 9P P P Y 317 commence and shall be due on the day of each succeeding . If not sooner 318 paid, the balance of principal and accrued interest shall be due and payable after Closing. 319 320 Payments ❑Shall ❑Shall Not be increased by of estimated annual real estate taxes, and 321 ❑ Shall ❑Shall Not be increased by of estimated annual property insurance premium. The loan shall 322 323 also contain the following terms: (1) if any payment is not received within days after its due date, a late 324 charge of % of such payment shall be due; (2) interest on lender disbursements under the deed of 326 trust shall be % per annum; (3) default interest rate shall be % per annum; (4) Buyer may 327 prepay without a penalty except ; and (5) Buyer ❑Shall 328 ❑Shall Not execute and deliver, at Closing, a Security Agreement and UCC -1 Financing Statement granting the 329 330 holder of the promissory note a (1st, 2nd, etc.) lien on the personal property included in this sale. 331 Buyer ❑Shall ❑Shall Not provide a mortgagee's title insurance policy, at Buyer's expense. 332 333 CBS I- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 4 of 15 CTMeContracts.com - 02012 CTM Software Corp. 0 334 TRANSACTION PROVISIONS 335 336 337 5. FINANCING CONDITIONS AND OBLIGATIONS. 338 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new 339 loans (New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, shall 340 341 make an application verifiable by such lender, on or before Loan Application Deadline (§ 3) and exercise 342 reasonable efforts to obtain such loan or approval. 343 5.2. Loan Conditions. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract 345 345 is conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory 346 to Buyer, including its availability, payments, interest rate, terms, conditions, and cost of such New Loan. This 347 condition is for the benefit of Buyer. Buyer shall have the Right to Terminate under § 25.1, on or before Loan 348 349 Conditions Deadline (§ 3), if the New Loan is not satisfactory to Buyer, in Buyer's sole subjective discretion. IF 350 SELLER DOES NOT TIMELY RECEIVE WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY 351 SHALL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey). 353 5.3. Credit Information and Buyer's New Senior Loan. If Buyer is to pay all or part of the Purchase 354 Price by executing a promissory note in favor of Seller, or if an existing loan is not to be released at Closing, this 355 Contract is conditional (for the benefit of Seller) upon Seller's approval of Buyer's financial ability and 356 357 creditworthiness, which approval shall be at Seller's sole subjective discretion. In such case: (1) Buyer shall 358 supply to Seller by Buyer's Credit Information Deadline (§ 3), at Buyer's expense, information and documents 359 (including a current credit report) concerning Buyer's financial, employment and credit condition and Buyer's New 360 361 Senior Loan, defined below, if any; (2) Buyer consents that Seller may verify Buyer's financial ability and ' 362 creditworthiness; (3) any such information and documents received by Seller shall be held by Seller in confidence, 363 and not released to others except to protect Seller's interest in this transaction; and (4) in the event Buyer is to 364 365 execute a promissory note secured by a deed of trust in favor of Seller, this Contract is conditional (for the benefit 366 of Seller) upon Seller's approval of the terms and conditions of any New Loan to be obtained by Buyer if the deed 367 of trust to Seller is to be subordinate to Buyer's New Loan (Buyer's New Senior Loan). If the Cash at Closing is 368 369 less than as set forth in § 4.1 of this Contract or Buyer's New Senior Loan changes from that approved by Seller, 370 Seller shall have the Right to Terminate under § 25.1, at or before Closing. If Seller disapproves of Buyer's financial 371 ability, creditworthiness or Buyer's New Senior Loan, in Seller's sole subjective discretion, Seller shall have the 372 373 Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline (§ 3). 374 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller shall deliver copies 375 of the loan documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan 376 377 Documents Deadline (§ 3). For the benefit of Buyer, this Contract is conditional upon Buyer's review and 378 approval of the provisions of such loan documents. Buyer shall have the Right to terminate under § 25.1; on or 379 before Existing Loan Documents Objection Deadline (§ 3), based on any unsatisfactory provision of such loan 380 381 documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the Property is required, 382 this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, except 383 as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline (§ 3), this Contract 385 385 shall terminate on such deadline. Seller shall have the Right to Terminate under § 25.1, on or before Closing, in 386 Seller's sole subjective discretion, if Seller is to be released from liability under such existing loan and Buyer does 387 not obtain such compliance as set forth in § 4.6. 388 389 390 6. APPRAISAL PROVISIONS. 391 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs (Requirements). 392 393 to be made to the Property roof repair, repainting), beyond those matters already agreed to.b Y Seller in this 394 Contract, Seller shall have the Right to Terminate under § 25.1, (notwithstanding § 10 of this Contract), on or 395 before three days following Seller's receipt of the Requirements, based on any unsatisfactory Requirements, in 396 Seller's sole subjective discretion. Seller's Right to Terminate in this 6.1 shall not apply if, on or before an 397 1 9 § PP Y � . Y 398 termination by Seller pursuant to this § 6.1: (1) the parties enter into a written agreement regarding the 399 Requirements; or (2) the Requirements have been completed; or (3) the satisfaction of the Requirements is waived 400 9 Y Y in writing b Bu er. aol 402 6.2. Appraisal Condition. The applicable Appraisal provision set forth below shall apply to the 403 respective loan type set forth in § 4.5.3, or if a cash transaction, i.e. no financing, § 6.2.1 shall apply. 405 405 6.2.1. Conventional /Other. Buyer shall have the sole option and election to terminate this 406 Contract if the Property's valuation is less than the Purchase Price determined by an appraiser engaged on behalf 407 of . The appraisal shall be received by Buyer or Buyer's lender on or before Appraisal 409 Deadline (§ 3). Buyer shall have the Right to Terminate under § 25.1, on or before Appraisal Objection 410 Deadline (§ 3), if the Property's valuation is less than the Purchase Price and Seller's receipt of either a copy of 411 such appraisal or written notice from lender that confirms the Property's valuation is less than the Purchase Price. 412 6.2.2. FHA. It is expressly agreed that, notwithstanding an other provisions of this Contract, 4r3 P Y 9 9 Y P 414 the Purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to incur 415 any penalty by forfeiture of Earnest Money deposits or otherwise unless the Purchaser (Buyer) has been given in 416 accordance with HUD /FHA or VA requirements a written statement issued b the Federal Housing Commissioner, a17 q Y 9 CBS]- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 5 of 15 CTMeContracts.com - 02012 CTM Software Corp. 418 Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised value of the Property of 419 not less than $ The Purchaser (Buyer) shall have the privilege and option of proceeding with the 420 421 consummation of the Contract without regard to the amount of the appraised valuation. The appraised valuation is 422 arrived at to determine the maximum mortgage the Department of Housing and Urban Development will insure. 423 HUD does not warrant the value nor the condition of the Property. The Purchaser (Buyer) should satisfy 424 425 himself /herself that the price and condition of the Property are acceptable. 426 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 427 428 purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 429 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 430 reasonable value of the Property established by the Department of Veterans Affairs.The purchaser (Buyer) shall, 431 however, have the privilege and option of proceeding with the consummation of this Contract without regard to the 432 433 amount of the reasonable value established by the Department of Veterans Affairs. 434 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be 435 436 timely paid by ❑Buyer ❑Seller . 437 438 7. EVIDENCE OF TITLE AND ASSOCIATION DOCUMENTS. 439 440 7.1. Evidence of Title. On or before Record Title Deadline (§ 3), Seller shall cause to be 441 furnished to Buyer, at Seller's expense, a current commitment for owner's title insurance policy (Title 442 Commitment) in an amount equal to the Purchase Price, or if this box is checked, ❑ An Abstract of title 443 444 certified to a current date. If title insurance is furnished, Seller shall also deliver to Buyer copies of any abstracts of 445 title covering all or any portion of the Property (Abstract) in Seller's possession. At Seller's expense, Seller shall 446 447 cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. The 448 title insurance commitment ❑Shall El Shall Not commit to delete or insure over the standard exceptions which 449 relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' 451 liens, 5 a period effective date of commitment to date deed is recorded), 6 unpaid taxes, assessments a51 O9 PP ( ), O P 452 and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional 453 coverage shall be paid by ❑ Buyer ❑ Seller . 455 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 456 Buyer shall have the right to review the Title Commitment, its provisions and Title Documents (defined in § 7.2), 457 and if not satisfactory to Buyer, Buyer may exercise Buyer's rights pursuant to § 8.1. 458 459 7.2. Copies of Exceptions. On or before Record Title Deadline (§ 3), Seller, at Seller's expense, 460 shall furnish to Buyer and (1) copies of any 461 plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment is 462 463 required to be furnished, and if this box is checked ❑ Copies of any Other Documents (or, if illegible, 464 summaries of such documents) listed in the schedule of exceptions (Exceptions). Even if the box is not checked, 465 466 Seller shall have the obligation to furnish these documents pursuant to this section if requested by Buyer any time 467 on or before Exceptions Request Deadline (§ 3). This requirement shall pertain only to documents as shown of 468 record in the office of the clerk and recorder in the county where the Property is located. The Abstract or Title 469 470 Commitment, together with any copies or summaries of such documents furnished pursuant to this section, 471 constitute the title documents (collectively, Title Documents). 472 7.3. Homeowners' Association Documents. The term Association Documents consists of all 473 474 owners' associations (Association) declarations, bylaws, operating agreements, rules and regulations, party wall 475 agreements, minutes of most recent annual owners' meeting and minutes of any directors' or managers' meetings 476 during the six -month period immediately preceding the date of this Contract, if any (Governing Documents), most 477 478 recent financial documents consisting of (1) annual balance sheet, (2) annual income and expenditures statement, 479 and (3) annual budget (Financial Documents), if any (collectively, Association Documents). 480 7.3.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 481 482 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE 483 OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER'S ASSOCIATION FOR 484 THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 485 486 ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 487 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 488 ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE 489 490 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. 491 THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 492. OWNER FROM MAKMIG CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 493 494 ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. 495 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 496 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 497 498 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 499 THE ASSOCIATION. CBSl- 10 -11., CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 6 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 500 7,3.2. Association Documents to Buyer 501 502 7.3.2.1. Seller to Provide Association Documents. Seller shall cause the Association 503 Documents to be provided to Buyer, at Seller's expense, on or before Association Documents Deadline (§ 3). 504 505 7.3.2.2. Seller Authorizes Association. Seller authorizes the Association to provide the 506 Association Documents to Buyer, at Seller's expense. 508 7.3.2.3. Seller's Obligation. Seller's obligation to provide the Association Documents 509 shall be fulfilled upon Buyer's receipt of the Association Documents, regardless of who provides such documents. 510 Note: If neither box in this § 7.3.2 is checked, the provisions of ,§ 7.3.2.1 shall apply. 512 7.3.3. Conditional on Buyer's Review. If the box in either § 7.3.2.1 or § 7.3.2.2 is checked, 513 the provisions of this § 7.3.3 shall apply. Buyer shall have the Right to Terminate under § 25.1, on or before 514 Association Documents Objection Deadline (§ 3), based on any unsatisfactory provision in any of the 515 Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents - 516 after Association Documents Deadline 3 Buyer, at Buyer's option, shall have the Right to Terminate under 517 (§ ). Y Y P 9 § 518 25.1 by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's receipt of the 520 Association Documents. If Buyer does not receive the Association Documents, or if Buyer's Notice to Terminate 521 would otherwise be required to be received by Seller after Closing Date (§ 3), Buyer's Notice to Terminate shall be 522 received by Seller on or before three days prior to Closing Date (§ 3). If Seller does not receive Buyer's Notice to 523 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory, and 524 525 Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.5. 526 527 RECORD TITLE AND OFF — RECORD TITLE MATTERS. 529 8.1. Record Title Matters. Buyer has the right to review and object to any of the Title Documents (Right 530 to Object, Resolution) as set forth in § 8.3. Buyer's objection may be based on any unsatisfactory form or content 531 _of Title Commitment, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective 533 discretion. If Buyer objects to any.of the Title Documents, Buyer shall cause Seller to receive Buyer's Notice to 534 Terminate or Notice of Title Objection on or before Record Title Objection Deadline (§ 3). If Title Documents are 535 not received by Buyer, on or before the Record Title Deadline (§ 3), or if there is an endorsement to the Title 536 Commitment that adds a new Exception to title, a co of the new Exception to title and the modified Title 537 P � PY P • 538 Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate or Notice 539 of Title Objection on or before ten days after receipt by Buyer of the following documents: (1) any required Title 54, Document not timely received by Buyer, (2) any change to the Title Documents, or (3) endorsement to the Title 542 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.1 543 (Record Title Matters), any title objection by Buyer and this Contract shall be governed by the provisions set forth 544 in 8.3 (Right to Object, Resolution If Seller does not receive Buyer's Notice to Terminate or Notice of Title 545 § ( 9 1 )• Y 546 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Title 548 Documents as satisfactory. 549 8.2. Off — Record Title Matters. Seller shall deliver to Buyer, on or before Off — Record Title Deadline 550 ( §.3), true copies of all existing surveys in Seller's possession pertaining to the Property and shall disclose to 551 Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet 552 553 installed) or other title matters (including, without limitation, rights of first refusal and options) not shown by public 554 records, of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to investigate if 555 any third party has any right in the Property not shown by public records (such as an unrecorded easement, 556 unrecorded lease, bounds line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title 557 boundary � P Y 9 )• Y 558 Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, 559 notwithstanding § 13), in Buyer's sole subjective discretion, shall be received by Seller on or before Off — Record 560 561 Title Objection Deadline (§ 3). If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 562 pursuant to this § 8.2 (Off — Record Title Matters), any title objection by Buyer and this Contract shall be governed 563 by the provisions set forth in § 8.3 (Right to Object, Resolution). If Seller does not receive Buyer's Notice to 564 565 Terminate or Notice of Title Objection, on or before Off — Record Title Objection Deadline (§ 3), Buyer accepts 566 title subject to such rights, if any, of third parties of which Buyer has actual knowledge. 567 8,3. Right to Object, Resolution. Buyer's right to object to any title matters shall include, but not be 569 limited to those matters set forth in §§ 8.1 (Record Title Matters), 8.2 (Off— Record Title Matters) and 13 (Transfer 570 of Title), in Buyer's sole subjective discretion (collectively, Notice of Title Objection). If Buyer objects to any title 571 matter, on or before the applicable deadline, Buyer shall have the choice to either (1) object to the condition of 572 573 title, or (2) terminate this Contract. 574 8.3.1. Title Resolution. If Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 575 (Record Title Matters) or § 8.2 (Off— Record Title Matters), on or before the applicable deadline, and if Buyer and 5�7 Seller have not agreed to a written settlement thereof on or before Title Resolution Deadline (§ 3), this Contract 578 shall terminate on the expiration of Title Resolution Deadline (§ 3), unless Seller receives Buyer's written 579 withdrawal of Buyer's Notice of Title.Objection, (i.e., Buyer's written notice to waive objection to such items and 581 waives the right to terminate for that reason), or before expiration of Title Resolution Deadline 3 581 9 ), P� (§ )• 582 8.3.2. Right to Terminate — Title Objection. Buyer shall have the Right to Terminate under § CBS l - 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 7 of 15 CTMeContracts.com - 02012 CTM Sofhvare Corp. 583 25.1, on or before the applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective 584 585 discretion. 586 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 588 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON 589 THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE 590 PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT 591 WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE 593 SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE 594 THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 595 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY 597 OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY 598 CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 599 Buyer shall have the Right to Terminate under § 25.1, on or before Off — Record Title Objection 600 Deadline 3 based on an unsatisfactory effect of the Property being located within a special taxing district, in 601 (§ )� Y rY P Y 9 P 9 602 Buyer's sole subjective discretion. 603 8,5. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property; or a 604 right to approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of 605 9 PP P P Y 9 606 such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve 607 disapproves this Contract, this Contract shall terminate. If the right of first refusal is waived explicitly or expires, or 608 the Contract is approved, this Contract shall remain in full force and effect. Seller shall promptly notify Buyer in 609 PP P P Y fY Y 610 writing of the foregoing. If expiration or waiver of the right of first refusal or Contract approval has not occurred on or 611 before Right of First Refusal Deadline (§ 3), this Contract shall then terminate. 613 8.6. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be 614 reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership 615 and use of the Property, including, without limitation, boundary lines and encroachments, area, zoning, unrecorded 616 617 easements and claims of easements, leases and other unrecorded agreements, and various laws and 618 governmental regulations concerning land use, development and environmental matters. The surface estate may 619 be owned separately from the underlying mineral estate, and transfer of the surface estate does not 62, necessarily include transfer of the mineral rights or water rights. Third parties may hold interests in oil, 622 gas, other minerals, geothermal energy or water on or under the Property, which interests may give 623 them rights to enter and use the Property. Such matters may be excluded from or not covered by the title 624 625 insurance policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there are 626 strict time limits provided in this Contract [e.g., Record Title Objection Deadline (§ 3) and Off — Record Title 627 Objection Deadline (§ 3)]. 628 629 630 9. CURRENT SURVEY REVIEW. 631 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title 632 633 Commitment or the provider of the opinion of title if an abstract, and 634 shall receive a Current Survey, i.e., Improvement Location Certificate, Improvement Survey Plat or other form of 635 survey set forth in § 9.1.2 (collectively, Current Survey), on or before Current Survey Deadline (§ 3). The Current 636 637 Survey shall be certified by the surveyor to all those who are to receive the Current Survey. 638 ❑ 9.1.1. Improvement Location Certificate. If the box in this § 9.1.1 is checked, ❑Seller ❑Buyer 640 shall order or provide, and pay, on or before Closing, the cost of an Improvement Location Certificate. 641 ❑ 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an 643 Improvement Location Certificate, shall be an El Improvement Survey Plat ❑ The 644 parties agree that payment of the cost of the Current Survey and obligation to order or provide the Current Survey 645 shall be as follows: 646 9:2. Survey Objection. Buyer shall have the right to review and object to the Current Survey. Buyer shall 647 648 have the Right to Terminate under § 25.1, on or before the Current Survey Objection Deadline (§ 3), if the 649 Current Survey is not timely received by Buyer or based on any unsatisfactory matter with the Current Survey, 650 notwithstanding § 8.2 or § 13. 651 652' 653 DISCLOSURE, INSPECTION AND DUE DILIGENCE 654 655 656 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, BUYER 657 DISCLOSURE AND SOURCE OF WATER. 658 659 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 660 3), Seller agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 661 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge, current as of the date of this 662 663 Contract. 664 10.2. Inspection Objection Deadline. Unless otherwise provided in this Contract, Buyer acknowledges 665 that Seller is conveying the Property to Buyer in an "as is" condition, "where is" and "with all faults ". Seller shall 666 CBS1- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 8 of 15 CTMeContracts.com - 02012 CTM Software Corp. 667 disclose to Buyer, in writing, any latent defects actually known by Seller. Buyer, acting in good faith, shall have 668 the right to have inspections (by one or more third parties, personally or both) of the Property and Inclusions 669 (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including but not limited to, the roof, 670 671 walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of the 672 Property, (2) the physical condition of the Inclusions, (3) service to the Property (including. utilities and 673 communication services), systems and components of the Property, e.g. heating and plumbing, (4) any proposed 674 675 or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off 676 the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole 677 subjective discretion, Buyer shall, on or before Inspection Objection Deadline (§ 3): 678 679 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 680 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical 681 condition that Buyer requires Seller to correct. 682 683 Buyer shall have the Right to Terminate under § 25.1, on or before Inspection Objection Deadline (§ 3), 684 based on any unsatisfactory physical condition of the Property or Inclusions, in Buyer's sole subjective discretion. 685 10.3. Inspection Resolution Deadline. If an Inspection Objection is received by Seller, on or before 686 687 Inspection Objection Deadline (§ 3),and if Buyer and Seller have not agreed in writing to a settlement thereof on 688 or before Inspection Resolution Deadline (§ 3), this Contract shall terminate on Inspection Resolution 689 Deadline (§ 3), unless Seller receives Buyer's written withdrawal of the Inspection Objection before such 690 691 termination, i.e., on or before expiration of Inspection Resolution Deadline (§ 3). 692 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 693 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering 694 695 reports, or any other work performed at Buyer's request (Work) and shall pay for any damage that occurs to the 696 Property and Inclusions as a result of such Work. Buyer shall not permit claims or liens of any kind against the 697 Property for Work performed on the Property-at Buyer's request. Buyer agrees to indemnify, protect and hold 698 699 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 700 such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 701 Seller to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's 702 703 reasonable attorney fees, legal fees and expenses. The provisions of this section shall survive the termination of 704 this Contract. 705 10.5. Insurability. Buyer shall have the right to review and object to the availability, terms and conditions 706 707 of and premium for property insurance (Property Insurance). Buyer shall have the Right to Terminate under § 25.1, 708 on or before Property Insurance Objection Deadline (§ 3), based on any unsatisfactory provision of the 709 Property Insurance, in Buyer's sole subjective discretion. 710 711 10.6. Due Diligence Documents. Seller agrees to deliver copies of the following documents and 712 information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 713 Documents Delivery Deadline(§ 3) to the extent such Due Diligence Documents exist and are in Seller's 714 715 possession: 716 10.6.1. All current leases, including any amendments or other occupancy agreements, pertaining 717 to the Property (Leases). 718 719 10.6.2. Other documents and information: 720 721 722 10.7. Due Diligence Documents Conditions.. Buyer shall have the right to review and object to Due 723 Diligence Documents, in Buyer's sole subjective discretion, or Seller's failure to deliver to Buyer all Due Diligence 724 Documents. Buyer shall also have the unilateral right to waive any condition herein. 725 726 10.7.1. Due Diligence Documents Objection. Buyer shall have the Right to Terminate under § 727 25.1, on or before Due Diligence Documents Objection Deadline (§ 3), based on any unsatisfactory matter 728 with the Due Diligence Documents, in Buyer's sole subjective °discretion. If, however, Due Diligence Documents 729 730 are not timely delivered under § 10.6, or if Seller fails to deliver all Due Diligence Documents to Buyer, then Buyer 731 shall have the Right to Terminate under § 25.1, on or before the earlier of ten days after Due Diligence 732 Documents Objection Deadline (§ 3) or Closing. 733 734 10.8. Buyer Disclosure. Buyer represents that Buyer ❑Does ❑Does Not need to sell and close a 735 property to complete this transaction. 736 737 Note: Any property sale contingency should appear in Additional Provisions (§ 738 10.9. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer 739 ❑Does ❑Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 740 741 Water Addendum disclosing the source of potable water for the Property. Buyer ❑Does ❑Does Not 742 acknowledge receipt of a copy of the current well permit. ❑ There is No Well. Note to Buyer: SOME WATER 743 PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU MAY WISH TO 744 745 CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG - 746 TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 747 10.10. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel —fired 748 749 heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping CBS]- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 9 of 15 CTMeContractsx6ni - ©2012 CTM Software Corp. 750 purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has an 751 operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as 753 required by the applicable building code. 754 10.11. Lead —Based Paint. Unless exempt, if the improvements on the Property include one or 755 more residential dwellings for which a building permit was issued prior to January 1, 1978, this Contract shall be 756 757 void unless (1) a completed Lead —Based Paint Disclosure (Sales) form is signed by Seller, the required real 758 estate licensees and Buyer, and (2) Seller receives the completed and fully executed form prior to the time when 759 this Contract is signed by all parties. Buyer acknowledges timely receipt of a completed Lead —Based Paint 760 761 Disclosure (Sales) form signed by Seller and the real estate licensees. 762 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 763 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose such 764 765 fact. No disclosure is required if the Property was remediated in accordance with state standards and other 766 requirements are fulfilled pursuant to § 25- 18.5 -102, C.R.S. Buyer further acknowledges that Buyer has the 767 right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a 768 769 methamphetamine laboratory. Buyer shall have the Right to Terminate under § 25.1, upon Seller's receipt of 770 Buyer's written notice to terminate, notwithstanding any other provision of this Contract, based on Buyer's test 771 results that indicate the Property has been contaminated with methamphetamine, but has not been remediated to 772 773 meet the standards established by rules of the State Board of Health promulgated pursuant to § 25- 18.5 -102, 774 C.R.S. Buyer shall promptly give written notice to Seller of the results of the test. 775 776 777 11. COLORADO FORECLOSURE PROTECTION ACT. The Colorado Foreclosure Protection Act (Act) 778 generally applies if: (1) the Property is residential, (2) Seller resides in the Property as Seller's principal residence, 779 (3) Buyer's purpose in purchase of the Property is not to use the Property as Buyer's personal residence, and (4) 780 781 the Property is in foreclosure or Buyer has notice that any loan secured by the Property is at least thirty days 782 delinquent or in default. If the transaction is a Short Sale transaction and a Short Sale Addendum is part of this 783 Contract, the Act does not apply. Each party is further advised to consult an attorney. 784 785 786 CLOSING PROVISIONS 787 788 790 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 791 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing 792 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 793 Seller and their designees. If Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges 794 795 Buyer's lender shall be required to provide the Closing Company in a timely manner all required loan documents 796 and financial information concerning Buyer's new loan. Buyer and Seller will furnish any additional information and 797 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 798 799 shall sign and complete all customary or reasonably required documents at or before Closing. 800 12.2. Closing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's 801 Closing Instructions. Such Closing Instructions ❑Are ❑Are Not executed with this Contract. Upon mutual 802 803 execution, ❑Seller ❑Buyer shall deliver such Closing Instructions to the Closing Company. 804 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the 805 806 date specified as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing 807 shall be as designated by $08 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of 809 810 service vary between different settlement service providers ( e. 9•, attorneys, lenders, inspectors and title 811 companies). d 812 813 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance b 814 1 P Y 9 q P� Y 815 Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient 816 deed to Buyer, at Closing, conveying the Property free and clear of all taxes except 817 818 the general taxes for the year of Closing. Except as provided herein, title shall be conveyed free and clear of all 819 liens, including any governmental liens for special improvements installed as of the date of Buyer's signature 820 821 hereon, whether assessed or not. Title shall be conveyed subject to: 822 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the 823 Title Documents accepted -by Buyer in accordance with Record Title Matters ( §8.1), 824 825 13.2. Distribution utility easements (including cable TV), 826 13.3. Those specifically described rights of third parties not shown by the public records of which 827 Buyer has actual knowledge and which were accepted by Buyer in accordance with Off - Record Title Matters 828. 829 (§ 8.2) and Current Survey Review (§ 9), 830 13.4. Inclusion of the Property within any special taxing district, and 831 832 13.5. Other 833 CBS1- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 10 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 834 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before 835 836 Closing from the proceeds of this transaction or from any other source. 837 839 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 840 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and 841 all other items required to be paid at Closing, except as otherwise provided herein. 842 843 15.2. Closing Services Fee. The fee for real estate closing services be paid at Closing by 844 ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller 846 ❑ Other 847 15.3. Status Letter and Transfer Fees. Any fees incident to the issuance of Association's 849 849 statement of assessments (Status Letter) shall be paid by ❑Buyer ❑Seller ❑One -Half by Buyer and 850 One -Half by Seller. ❑None. Any transfer fees assessed by the Association including, but not limited to, any 851 record change fee, regardless of name or title of such fee (Association's Transfer Fee) shall be paid by ❑ 852 853 Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑None. 854 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of % of the Purchase Price 855 shall be aid at Closing b ❑ Buyer ❑ Seller ❑ One -Half b Buyer and One -Half b Seller. ❑None. 856 P 9 Y Y Y Y Y 857 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 858 payable at Closing, such as community association fees, developer fees and foundation fees, shall be paid at $60 Closing by ❑Buyer ❑Seller ❑One -Half by Buyer and One -Half by Seller ❑None. 861 15.6. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 863 863 shall be paid when due by 13 Buyer El Seller ❑ One -Half by Buyer and One -Half by Seiler. ❑.None. 864 865 16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided: 866 867 16.1. Taxes. Personal property taxes, if an Y. special taxing district assessments, if any, and general 868 real estate taxes for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding 869 870 Closing El Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable 871 qualifying seniors property tax exemption, or ❑ Other 872 16.2. Rents. Rents based on ❑ Rents Actually Received ElAccrued. At Closing, Seller shall 873 transfer or credit to Buyer the security deposits for all Leases assigned, or an remainder after lawful deductions, 97a Y Y P 9 Y 875 and notify all tenants in writing of such transfer and of the transferee's name and address. Seller shall assign to 876 Buyer all Leases in effect at Closing and Buyer shall assume Seller's obligations under such Leases. 877 9 $78 16.3. Association Assessments. Current regular Association assessments and dues Association 879 Assessments) paid in advance shall be credited to. Seller at Closing. Cash reserves held out of the regular 880 Association Assessments for deferred maintenance by the Association shall not be credited to Seller except as 882 may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay 883 the Association, at Closing, an amount for reserves or working capital. Any special assessment assessed prior to 884 Closing Date (§ 3)-by the Association shall be the obligation of ❑Buyer ❑Seller . Except however, any 885 886 special assessment by the Association for improvements that have been installed as of the date of Buyer's 887 signature hereon, whether assessed prior to or after Closing, shall be the obligation of Seller. Seller represents 888 that the Association Assessments are currently payable at $ per and that there are no 889 890 unpaid regular or special assessments against the Property except the current regular assessments and . Such 891 assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request 892 893 the Association to deliver to Buyer before Closing Date (§ 3) a current Status Letter. 894 16.4. Other Prorations. Water and sewer charges, interest on continuing loan, and . 895 16.5. Final Settlement. Unless otherwise agreed in writing, these'prorations shall be final. 896 897 898 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date (§ 3) at 899 Possession Time (§ 3), subject to the following Leases or tenancies: 900 901 902 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be - 903 additionally liable to Buyer for payment of $ per day (or any part of a day notwithstanding gp5§ 18.1) from Possession Date (§ 3) and Possession Time (§ 3) until possession is delivered. 906 Buyer ❑ Does ❑ Does Not represent that Buyer will occupy the Property as Buyer's principal residence. 907 908 909 GENERAL PROVISIONS 910 911 912 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 913 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United. 914 915 States Mountain Time (Standard or Daylight Savings as applicable). 916 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the endinq date CBS]- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 11 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 917 is not specified, the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline 918 919 falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline ❑ Shall ❑ Shall Not 920 be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the 921 922 deadline shall not be extended. 923 924 .19. CAUSES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND 925 926 WALK— THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be 927 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 928 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 929 930 perils or causes of loss prior to Closing, in an amount of not more than ten percent of the total Purchase Price 931 (Property Damage), Seller shall be obliated to repair the same before Closing Date (§ 3). In the event such 932 damage is not repaired within said time or if the damage exceeds such sum, this Contract may be terminated at 933 934 the option of Buyer. Buyer shall have the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based 935 on any Property Damage not repaired before Closing Date (§ 3). Should Buyer elect to carry out this Contract 936 despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that were 937 938 received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus 939 the amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase 940 Price. In the event Seller has not received such insurance proceeds prior to Closing, the parties may agree to 941 942 extend the Closing Date (§ 3) or, at the option of Buyer, Seller shall assign such proceeds at Closing, plus credit 943 Buyer the amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase 944 Price. 945 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 946 947 communication services), systems and components of the Property, e.g., heating or plumbing, fail or be damaged 948 between the date of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable 949 950 for the repair or replacement of such Inclusion, service, system, component or fixture of the Property with a unit of 951 similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 952 such Inclusion, service, system, component or fixture is not.the responsibility of the Association, if any, less any 953 954 insurance proceeds received by Buyer covering such repair or replacement. Seller and Buyer are aware of the 955 existence of pre —owned home warranty programs that may be purchased and may cover the repair or 956 replacement of such Inclusions. 957 958 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 959 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify 960 Buyer, in writing, of such condemnation action. Buyer shall have the Right to Terminate under § 25.1, on or before. 961 962 Closing Date (§ 3), based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer elect 963 to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer shall be 964 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the 965 966 Property or Inclusions but such credit shall not include relocation benefits or expenses, or exceed the Purchase 967 Price. 968 19.4. Walk— Through and Verification of Condition. Buyer, upon reasonable notice, shall have the 969 970 right to walk through the Property prior to Closing to verify.that the physical condition of the Property and 971 Inclusions complies with this Contract. 972 973 974 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller 975 acknowledge that the respective broker has advised that this document has important legal consequences and 976 has recommended the examination of title and consultation with legal and tax or other counsel before signing this 977 978 Contract. , 979 980 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check 981 982 received as Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when . 983 due, or if any obligation hereunder is not performed or waived as herein provided, there shall be the following 984 remedies: 985 986 21.1. If Buyer is in Default: 987 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which 988 case all Earnest Money (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller 989 may recover such damages as may be proper; or Seller may elect to treat this Contract as being in full force and 990 Y 9 Y P P Y 9 991 effect and Seller shall have the right to specific performance or damages, or both. 992 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 shall apply unless the box in § 21.1.1. 993 is checked. All Earnest Money whether or not aid b Buyer) shall be aid to Seller, and retained b Seller. Both 994 Y( P Y Y) P Y 995 parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money specified in 996 § 4.1 is LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree is fair and reasonable and 998 (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money shall be SELLER'S SOLE AND 999 ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly waives the CBS1- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 12 of 15 CTMeContracts.coin - ©2012 CTM Software Corp. 1000 remedies of specific performance and additional damages. 1001 1002 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1003 Earnest Money received hereunder shall be returned and Buyer may recover such damages as may be proper, or 1004 Buyer may elect to treat this Contract as being in full force and effect and Buyer shall have the right to specific 1005 performance or damages, or both. 1006 p g 1007 1008 22, LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of 1009 an arbitration or litigation relating to this Contract, prior to or after Closing Date 3 the arbitrator or court shall 1010 Y 9 9 P 9 (§ ), loll award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses. 1012 1013 1014 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the 1015 parties shall first proceed in good faith to submit the matter to mediation.. Mediation is a process in which the 1016 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 1017 cannot impose binding decisions. The parties to the dispute must agree, in writing, an settlement is 1018 P 9 P P 9 9, Y 1o19 binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such 1020 mediation, The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved 1021 within thirty days of the date written notice requesting mediation is delivered b one art to the other at the 1022 Y Y q 9 Y party low party's last known address. This section shall not alter any date in this Contract, unless otherwise agreed. 1024 1025 1026 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release 1027 the Earnest Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any 1028 controversy regarding the Earnest Money (notwithstanding any termination of this Contract), Earnest Money 1029 1030 Holder shall not be required to take any action. Earnest Money Holder, at its option and sole subjective discretion, 1031 may (1) await any proceeding, (2) interplead all parties and deposit Earnest Money into a court of competent 1032 jurisdiction and shall recover court costs and reasonable attorney and legal fees, or (3) provide notice to Buyer and 1033 Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer 1034 1035 and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money 1036 Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In 1037 the event Earnest Money Holder does receive a co of the Lawsuit, and has not inter led the monies at the time 1038 Y PY p 1039 of any Order, Earnest Money Holder shall disburse the Earnest Money pursuant to the Order of the Court. The 1040 parties reaffirm the obligation of Mediation (§ 23). The provisions of this § 24 apply only if the Earnest Money 1041 Holder is one of the Brokerage Firms named in 33 or 34. 1042 g § § 1043 1044 25. TERMINATION. 1045 25.1. Right to Terminate. If a art has a right to terminate, as provided in this Contract (Right to 1046 9 party g p ( g 1047 Terminate), the termination shall be effective upon the other party's receipt of a written notice to terminate (Notice 1048 to Terminate), provided such written notice was received on or before the applicable deadline specified in this 1049 1050 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to 1051 Terminate shall have accepted the specified matter, document or condition as satisfactory and waived the Right to 1052 Terminate under such provision. 1.053 1054 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1055 hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 1056 and 24. 1057 1058 1059 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, 1060 constitute the entire agreement between the parties relating to the subject hereof, and any prior agreements 1061 pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent 1062 P 9 9 9 q 1063 modification of any of the terms of this Contract shall be valid, binding upon the parties, or enforceable unless 1064 made in writing and signed by the parties. Any obligation in this Contract that, by its terms, is intended to be 1065 performed after termination or. Closing shall survive the same. 1066 p g 1067 1068 27, NOTICE, DELIVERY, AND CHOICE OF LAW. 1069 27.1. Physical Deliver All notices must be in writing, t as provided in 27.2. An document, 1070 Y Y• 9, P p § Y 1071 including a signed document or notice, from or on behalf of Seller, and delivered to Buyer shall be effective when 1072 physically received by Buyer, any signatory on behalf of Buyer, any named individual of Buyer, any representative 1073 1074 of Buyer, or Brokerage Firm of Broker working with Buyer (except for delivery, , after Closing, of the notice 1075 requesting mediation described in § 23) and except as provided in § 27.2. Any document, including a signed 1076 document or notice, from or on behalf of Buyer, and delivered to Seller shall be effective when physically received 1077 b Seller, an signatory on behalf of Seller, an named individual of Seller, an representative of Seller, or 1078 Y Y g ry Y y p 1079 Brokerage Firm of Broker working with Seller (except for delivery, after Closing,, of the notice requesting mediation 1080 described in § 23) and except as provided in § 27.2. 1081 1082 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed 1083 document or written notice, may be delivered in electronic form only by the, following indicated methods: CBS]-10-11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 13 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 1084 1085 1086 1087 1088 1089 1090 1091 1092 1093 1094 1095 1096 1097 1098 1099 1100 1101 1102 1103 1104 1105 1106 1107 1108 1109 1110 1111 1112 1113 1114 1115 1116 1117 1118 1119 1120 1121 1122 1123 1124 1125 1126 1127 1128 1129 1130 1131 1132 1133 1134 1135 1136 1137 1138 1139 1140 1141 1142 1143 1144 1145 1146 1147 1148 1149 1150 1151 1152 1153 1154 1155 1156 1157 1158 1159 1160 1161 1162 1163 1164 1165 ❑ Facsimile ❑ E -mail ❑ Internet ❑ No Electronic Delivery. If the box "No Electronic Delivery" is checked, this § 27.2 shall not be applicable and § 27.1 shall govern notice and delivery. Documents with original signatures shall be provided upon request of any party. 27.3. Choice of Law. This_Contract and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property located in Colorado. 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), Record Title and Off — Record Title Matters (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence, Buyer Disclosure and Source of Water (§ 10). ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 31. ATTACHMENTS. The following are a part of this Contract: Note: The following disclosure forms are attached. but are not a part of this Contract: Buyer: Address: Phone: Electronic Address: Fax: SIGNATURES Date: [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 32] Seller: Address: Phone: Electronic Address: Fax: Date: 32. COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected. Initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest -Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of CBS1- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 14 of 15 CTMeContracts.com - ©2012 CTM Software Corp. 1166 Earnest Money shall be made within five days of Earnest Money Holder's receipt of the executed written mutual 1168 instructions, provided the Earnest Money check has cleared. Broker agrees that if Earnest Money Holder is other 1169 than the Brokerage Firm identified in §'33 or § 34, Closing Instructions signed by Buyer, Seller, and Earnest 1170 Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money Holder. 1171 1172 1173 Broker is working with Buyer as a ❑ Buyer's Agent ❑ Seller's Agent ❑ Transaction- Broker in this 1174 1175 transaction. ❑ This is a Change of Status. 1176 1177 Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm 1178 1179 ❑ Buyer ❑ Other 1180 1182 Brokerage Firm's Name: BJ *ADAMS AND COMPANY 1183 1184 - 1185 1186 - 1187 1188 Date: 411812012 1189 Broker's Name: Andrew Ernemann 119, 1191 Address: Hopkins P Add 534 E. Ho kins A Aspen, CO 81611 1192 Ph: 970 - 922 -2111 Fax: 970 - 920 -2927 Email: andrew@bjac.net 1193 1194 1195 1197 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. 1198 (To be completed by Broker working with Seller) 1199 1201 1201 Broker El Does El Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the 1202 Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker agrees that if Earnest Money Holder is other than the Brokerage Firm identified in § 32 or § 33, Closing Instructions signed by Buyer, ' Seller,-and Earnest Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money Holder. Broker is working with the Seller as a ❑ Seller's Agent ❑ Buyer's Agent ❑ Transaction - Broker in this transaction. ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other Brokerage Firm's Name: Broker Date: Address: , Ph: Fax: Email: CBS1- 10 -11. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM econtracts - 02011 CTM Software Corp. CBS1 -10 -1 1. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 15 of 15 CTM eContracts. coin - 02012 CTM Software Corp.