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HomeMy WebLinkAboutresolution.council.044-21 RESOLUTION# 044 (Series of 2021) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING THE ENTRY INTO A CONTRACT FOR RESIDENTIAL REAL ESTATE FOR THE SALE OF 312 W HYMAN AVENUE BY AND BETWEEN THE CITY OF ASPEN (Seller) AND POWDERDAYSKIING, LLC (Buyer), AND AUTHORIZING THE CITY MANAGER TO EXECUTE A FINAL CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS,there has been submitted to the City Council a Contract for Real Estate for the sale of 312 W Hopkins Avenue, between the City of Aspen as Seller and Powderdayskiing, LLC as Buyer, a true and accurate copy of which is attached hereto as Exhibit"A"; NOW,THEREFORE,BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves the entry into that real estate contract between the City of Aspen and Powderdayskiing, LLC, 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, and to execute such other documents as necessary at closing to complete the sale of the property, subject to final approval of the City Manager and City Attorney. INTRODUCED,READ AND ADOPTED by the City Council of the City of Aspen on the 27th day of April 2021. MWIL= Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held on the day hereinabove sta DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 1 3 SDOUglaSEllimanDouglas Elliman Brittanie Rockhill 4 Ph: 970.366.0891 Fax: 970.925.8821 5 6 he printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate 7 Commission. CBS1-5-19 (Mandatory 7-19 8 9 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 11 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 12 13 CONTRACT TO BUY AND SELL REAL ESTATE 14 15 (RESIDENTIAL) 16 17 Date: 1113012020 18 19 20 AGREEMENT 21 22 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the 23 24 terms and conditions set forth in this contract(Contract). 25 26 2. PARTIES AND PROPERTY. 27 2.1. Buyer. Powderdayskiing, LLC(Buyer)will take title to the Property described below as 28 29 ❑ Joint Tenants ❑Tenants In Common ❑ Other n/a. 30 2.2. No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in 31 Additional Provisions. 32 2.3. Seller. City of Aspen(Seller)is the current owner of the Property described below. 33 34 2.4. Property.The Property is the following legally described real estate in the County of 35 Pitkin, Colorado: 36 Subdivision: CITY AND TOWNSITE OF ASPEN Block:46 Lot:P AND:-Lot: Q 37 38 known as No. 312 W Hyman Avenue,Aspen, CO 81611, 39 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 40 thereto and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded 41 (Property). 42 43 44 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 45 2.5.1. Inclusions-Attached. If attached to the Property on the date of this Contract, the 46 following items are included unless excluded under Exclusions: lighting, heating, plumbing,ventilating and air 47 48 conditioning units,TV antennas, inside telephone, network and coaxial (cable)wiring and connecting 49 blocks/jacks, plants, mirrors,floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 50 and controls, built-in vacuum systems(including accessories)and garage door openers(including n/a remote 51 controls). If checked, the following are owned by the Seller and included (leased items should be listed under 52 53 Due Diligence Documents): ❑ None ❑Solar Panels ❑Water Softeners ❑Security Systems ❑ 54 Satellite Systems(including satellite dishes). If any additional items are attached to the Property after the date 55 of this Contract, such additional items are also included in the Purchase Price. 56 2.5.2. Inclusions-Not Attached. If on the Property,whether attached or not, on the date of 57 58 this Contract,the following items are included unless excluded under Exclusions: storm windows, storm 59 doors,window and porch shades, awnings, blinds, screens,window coverings and treatments, curtain rods, 60 drapery rods,fireplace inserts,fireplace screens,fireplace grates, heating stoves, storage sheds, carbon 61 monoxide alarms, smoke/fire detectors and all keys. 62 63 2.5.3. Personal Property-Conveyance.Any personal property must be conveyed at Closing by 64 Seller free and clear of all taxes (except personal property taxes for the year of Closing), liens and 65 encumbrances, except n/a. 66 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 67 2.5.4. Other Inclusions. The following items,whether fixtures or personal property, are also 68 included in the Purchase Price: n/a 69 — 70 If the box is checked, Buyer and Seller have concurrently entered into a separate 71 agreement for additional personal property outside of this Contract. 72 2.5.5. Parking and Storage Facilities.The use or ownership of the following parking 73 74 facilities: those appurtenant to Property, and the use or ownership of the following storage facilities: 75 those appurtenant to Property. 76 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 77 78 investigate. 2.6. Exclusions.The following items are excluded (Exclusions):n/a 79 80 2.7. Water Rights/Well Rights. 81 ❑ 2.7.1. Deeded Water Rights.The following legally described water rights: 82 83 None. 84 Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 85 ❑ 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in 86 2.7.1, 2.7.3 and 2.7.4,will be transferred to Buyer at Closin 87 §§ Y 9: n/a— 88 ❑ 2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. 89 Buyer understands that if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water 90 Well"used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in 91 92 Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water 93 Resources in the Department of Natural Resources(Division), Buyer must complete a registration of existing 94 well form for the well and pay the cost of registration. If no person will be providing a closing service in 95 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The 96 Well Permit#is n/a. 98 ❑ 2.7.4.Water Stock Certificates.The water stock certificates to be transferred at Closing are 99 as follows: n/a 100 — 2.7.5.Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2 (Other 101 102 Rights Relating to Water), §2.7.3(Well Rights), or§2.7.4 (Water Stock Certificates), Seller agrees to convey 103 such rights to Buyer by executing the applicable legal instrument at Closing. 104 105 3. DATES, DEADLINES AND APPLICABILITY. 106 107 3.1 Dates and Deadlines. 108 109 Item No. Reference Event Date or Deadline 110 3 Business Days 111 1 §4.3 Alternative Earnest Money Deadline 112 from MEC 113 Title 114 115 2 §8 Recordea y 1, §8.4 Title Deadline 7 Days from MEC 116 3 §8.2, §8.4 Record Title Objection Deadline 28 Days from MEC 117 4 §8.3 Off-Record Title Deadline 7 Days from MEC 118 119 5 §8.3 Off-Record Title Objection Deadline 28 Days from MEC 120 6 §8.5 Title Resolution Deadline 31 Days from MEC 1— 122 7 §8.6 Right of First Refusal Deadline n/a 123 Owners'Association 124 8 §7.2 Association Documents Deadline n/a 125 126 9 §7.4 Association Documents Termination Deadline n/a 127 Seller's Disclosures 128 10 §10.1 Seller's Property Disclosure Deadline 7 Days from MEC 129 130 11 §10.10 Lead-Based Paint Disclosure Deadline 7 Days from MEC 131 Loan and Credit 132 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 2 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 133 12 §5.1 New Loan Application Deadline n/a 134 135 13 §5.2 New Loan Termination Deadline n/a 136 14 §5.3 Buyer's Credit Information Deadline n/a 137 Disapproval of Buyer's Credit Information 138 15 §5.3 n/a 139 Deadline 140 16 §5.4 Existing Loan Deadline n/a 141 17 §5.4 Existing Loan Termination Deadline n/a 142 143 18 §5.4 Loan Transfer Approval Deadline n/a 144 19 §4.7 Seller or Private Financing Deadline n/a 145 Appraisal 146 147 20 §6.2 Appraisal Deadline n/a 148 21 §6.2 Appraisal Objection Deadline n/a 149 150 22 §6.2 Appraisal Resolution Deadline n/a 151 Survey 152 23 §9.1 New ILC or New Survey Deadline 24 Days from MEC 153 154 24 §9.3 New ILC or New Survey Objection Deadline 28 Days from MEC 155 25 §9.3 New ILC or New Survey Resolution Deadline 31 Days from MEC 15 157 Inspection and Due Diligence 158 26 §10.3 Inspection Objection Deadline 26 Days from MEC 159 27 §10.3 Inspection Termination Deadline 28 Days from MEC 160 161 28 §10.3 Inspection Resolution Deadline 28 Da s from MEC 162 29 §10.5 Property Insurance Termination Deadline 28 Days from MEC 163 30 §10.6 Due Diligence Documents Delivery Deadline 7 Days from MEC 164 165 31 §10.6 Due Dili ence Documents Objection Deadline 28 Days from MEC 166 32 §10.6 Due Diligence Documents Resolution Deadline 31 Days from MEC 167 168 33 §10.7 Conditional Sale Deadline n/a 169 34 §10.10 Lead-Based Paint Termination Deadline 28 Days from MEC 170 Closina and Possession 171 172 35 §12.3 Closing Date 75 Days from MEC 173 upon closing and 174 36 §17 Possession Date funding 175 176 37 §17 Possession Time upon closing and funding 178 179 38 §28 Acceptance Deadline Date 121112020 Tuesda 180 39 §28 Acceptance Deadline Time 5:00 PM MST 18 182 40 n/a n/a n/a 183 41 n/a n/a n/a 184 185 Note: If FHA or VA loan boxes are checked in §4.5.3(Loan Limitations), the Appraisal deadlines DO NOT 186 187 apply to FHA insured or VA guaranteed loans. 188 189 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision 190 applies. If any deadline blank in § 3.1 (Dates and Deadlines)is left blank or completed with the abbreviation 191 192 "N/A", or the word"Deleted,"such deadline is not applicable and the corresponding provision containing the 193 deadline is deleted. If no box is checked in a provision that contains a selection of"None",such provision 194 means that"None"applies. 195 196 197 The abbreviation"MEC" (mutual execution of this Contract)means the date upon which both parties have 198 signed this Contract. CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 3 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 199 200 4. PURCHASE PRICE AND TERMS. 201 4.1. Price and Terms.The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 202 203 follows: 204 205 Item No. Reference Item Amount Amount 20 207 1 § 4.1 Purchase Price $3,960,000.00 208 2 § 4.3 Earnest Money $198,000.00 209 3 § 4.5 New Loan 210 211 4 § 4.6 Assumption Balance 212 5 § 4.7 Private Financing 213 214 6 § 4.7 Seller Financing 215 7 n/a n/a 216 8 n/a n/a 217 218 9 § 4.4 Cash at Closing $3,762,000.00 219 10 TOTAL $3,960,000.00 $3,960,000.00 220 221 222 4.2. Seller Concession.At Closing, Seller will credit to Buyer$ n/a(Seller Concession). The 223 Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is 224 allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. 225 226 Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's 227 closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, 228 expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 229 elsewhere in this Contract. 230 231 4.3. Earnest Money.The Earnest Money set forth in this Section, in the form of a a personal 232 check or wire transfer,will be payable to and held by attorney's title company(Earnest Money Holder), 233 in its trust account, on behalf of both Seller and Buyer.The Earnest Money deposit must be tendered, by 234 Buyer,with this Contract unless the parties mutual) agree to an Alternative Earnest Money Deadline for its 235 y P Y 9 Y 236 payment.The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing 237 (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have 238 interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable 239 housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the 240 241 Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 242 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 243 Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money 244 Deadline. 245 246 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely 247 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is 248 terminated as set forth in§25 and, except as provided in §24(Earnest Money Dispute), if the Earnest Money 249 has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to 250 251 Buyer or Broker working with Buyer,written mutual instructions (e.g., Earnest Money Release form),within 252 three days of Seller's receipt of such form. 253 4.4. Form of Funds; Time of Payment;Available Funds. 254 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan 255 256 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 257 including electronic transfer funds, certified check,savings and loan teller's check and cashier's check(Good 258 Funds). 259 4.4.2. Time of Payment; Available Funds.All funds, including the Purchase Price to be 26 261 paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 262 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer 263 represents that Buyer, as of the date of this Contract,®Does❑ Does Not have funds that are immediately 264 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 4 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 265 4.5. New Loan. (Omitted as inapplicable) 266 267 4.6. Assumption. (Omitted as inapplicable) 268 269 270 4.7. Seller or Private Financing. (Omitted as inapplicable) 271 272 273 TRANSACTION PROVISIONS 274 275 276 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 277 278 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 279 280 281 5.4. Existing Loan Review.(Omitted as inapplicable) 282 283 6. APPRAISAL PROVISIONS. 284 6.1.Appraisal Definition.An"Appraisal"is an opinion of value prepared by a licensed or certified 285 286 appraiser, engaged on behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised 287 Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 288 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 289 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective 290 291 loan type set forth in §4.5.3, or if a cash transaction (i.e. no financing), §6.2.1 applies. 292 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value 293 is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 294 Buyer may, on or before Appraisal Objection Deadline: 295 296 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1,that this 297 Contract is terminated; or 298 6.2.1.2.Appraisal Objection. Deliver to Seller a written objection accompanied by 299 either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 300 Purchase Price (Lender Verification). 301 302 6.2.1.3.Appraisal Resolution. If an Appraisal Objection is received by Seller, on or 303 before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 304 thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 305 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, 306 307 i.e., on or before expiration of Appraisal Resolution Deadline. 308 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 309 the purchaser(Buyer)shall not be obligated to complete the purchase of the Property described herein or to 310 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser(Buyer) has been 311 312 given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing 313 Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised 314 value of the Property of not less than $ n/a. The purchaser(Buyer)shall have the privilege and option of 315 proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. 316 317 The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and 318 Urban Development will insure. HUD does not warrant the value nor the condition of the Property.The 319 e purchaser(Buyer)should satisfy himself/herself that the price and condition of the Property are acceptable. 2 3 0 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 321 322 the purchaser(Buyer)shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 323 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 324 reasonable value of the Property established by the Department of Veterans Affairs.The purchaser(Buyer) 325 shall, however, have the privilege and option of proceeding with the consummation of this Contract without 326 327 regard to the amount of the reasonable value established by the Department of Veterans Affairs. 328 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 329 removals or repairs, including any specified in the Appraisal (Lender Requirements)to be made to the Property 330 (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract,this Contract CBS I-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 5 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 331 terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless 332 prior to termination: (1)the parties enter into a written agreement to satisfy the Lender Requirements; (2)the 333 Lender Requirements have been completed; or(3)the satisfaction of the Lender Requirements is waived in 334 335 writing by Buyer. 336 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 337 timely paid by®Buyer []Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, 338 appraisal management company, lender's agent or all three. 339 340 341 7. OWNERS'ASSOCIATION. This Section is applicable if the Property is located within a Common 342 Interest Community and subject to the declaration (Association). 343 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A 344 345 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 346 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 347 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 348 REGULATIONS OF THE ASSOCIATION.THE DECLARATION, BYLAWS AND RULES AND REGULATIONS 349 350 WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN 351 OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE 352 ASSESSMENTS,THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL 353 IT TO PAY THE DEBT.THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE 354 355 COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN 356 ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND 357 THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON 358 INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE 359 360 ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY 361 AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 362 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 363 Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller 364 authorizes the Association to provide the Association Documents to Buyer,at Seller's expense.Seller's 365 366 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, 367 regardless of who provides such documents. 368 7.3. Association Documents.Association documents(Association Documents)consist of the 369 following: 370 371 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of 372 organization,operating agreements, rules and regulations, party wall agreements and the Association's 373 responsible governance policies adopted under§38-33.3-209.5, C.R.S.; 374 7.3.2. Minutes of: (1)the annual owners'or members'meeting and (2)any executive 375 376 boards'or managers' meetings;such minutes include those provided under the most current annual disclosure 377 required under§38-33.3-209.4, C.R.S. (Annual Disclosure)and minutes of meetings, if any, subsequent to the 378 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 379 minutes, if any(§§7.3.1 and 7.3.2, collectively, Governing Documents); and 38 381 p as 7.3.3. List of all Association i policies provided in the Association's last Annual ssoc insurance 382 Disclosure, including, but not limited to, property, general liability, association director and officer professional 383 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 384 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 385 7.3.4. A list by unit type of the Association's assessments, including both regular and 386 387 special assessments as disclosed in the Association's last Annual Disclosure; 388 7.3.5. The Association's most recent financial documents which consist of: (1)the 389 Association's operating budget for the current fiscal year, (2)the Association's most recent annual financial 39 391 . statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's 392 last Annual Disclosure, (3)the results of the Association's most recent available financial audit or review, (4)list 393 of the fees and charges(regardless of name of title of such fees or charges)that the Association's community 394 association manager or Association will charge in connection with the Closing including, but not limited to, any 395 fee incident to the issuance of the Association's statement of assessments(Status Letter), any rush or update 396 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 6 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 397 fee charged for the Status Letter, any record change fee or ownership record transfer fees(Record Change 398 Fee),fees to access documents, (5)list of all assessments required to be paid in advance, reserves or working 399 capital due at Closing and (6) reserve study, if any(§§7.3.4 and 7.3.5, collectively, Financial Documents); 400 401 7.3.6. Any written notice from the Association to Seller of a"construction defect action" 402 under§38-33.3-303.5, C.R.S.within the past six months and the result of whether the Association approved or 403 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation 404 to disclose adverse material facts as required under§ 10.2 (Disclosure of Adverse Material Facts; Subsequent 405 406 Disclosure; Present Condition)including any problems or defects in the common elements or limited common 407 elements of the Association property. 408 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 409 Buyer has the Right to Terminate under§25.1, on or before Association Documents Termination Deadline, 410 411 based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective 412 discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, 413 at Buyer's option, has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller on 414 or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the 415 416 Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller 417 after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does 418 not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association 419 Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the 420 provisions of 8.6 (Right of First Refusal or Contract Approval). 421 P § ( 9 PP )• 422 423 8, TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 424 8.1. Evidence of Record Title. 425 425 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 427 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 428 Title Deadline, Seller must furnish to Buyer,a current commitment for an owner's title insurance policy(Title 429 Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑an Abstract of Title 430 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 431 432 soon as practicable at or after Closing. 433 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 434 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 435 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy(Title 436 437 Commitment), in an amount equal to the Purchase Price. 438 If neither box in §8.1.1 or§8.1.2 is checked, §8.1.1 applies. 439 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment®Will ❑Will Not 440 contain Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete 441 442 or insure over the standard exceptions which relate to: (1)parties in possession, (2)unrecorded easements, 443 (3)survey matters, (4)unrecorded mechanics'liens, (5)gap period (period between the effective date and time 444 of commitment to the date and time the deed is recorded)and (6)unpaid taxes, assessments and unredeemed 445 tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by ❑Buyer 44 447 ®Seller❑ One-Half by Buyer and One-Half by Seller❑ Other n/a. 448 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or 449 delete or insure over any or all of the standard exceptions for OEC.The Title Insurance Company may require 450 a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 451 452 Commitment is not satisfactory to Buyer, Buyer has a right to object under§8.5(Right to Object to Title, 453 Resolution). 454 8.1.4. Title Documents.Title Documents consist of the following: (1)copies of any plats, 455 declarations, covenants, conditions and restrictions burdening the Property and (2)copies of any other 45 457 documents(or, if illegible, summaries of such documents) listed in the schedule of exceptions(Exceptions)in 458 the Title Commitment furnished to Buyer(collectively,Title Documents). 459 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 460 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 461 the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the 462 CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 7 of 20 Initials CTMeContracts.com-c02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 463 documents required in this Section will be at the expense of the party or parties obligated to pay for the 464 owner's title insurance policy. 465 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 466 467 covering all or any portion of the Property(Abstract of Title)in Seller's possession on or before Record Title 468 Deadline. 469 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 470 Commitment and any of the Title Documents as set forth in §8.5(Right to Object to Title, Resolution)on or 471 472 before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or 473 content of Title Commitment or Abstract of Title, notwithstanding§ 13, or any other unsatisfactory title 474 condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are 475 not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 476 477 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 478 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 479 documents by Buyer to review and object to: (1)any required Title Document not timely received by Buyer, (2) 480 any change to the Abstract of Title,Title Commitment or Title Documents, or(3)any endorsement to the Title 481 482 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this§8.2 483 (Record Title), any title objection by Buyer is governed by the provisions set forth in§8.5 (Right to Object to 484 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any,to deliver to Buyer all documents required 485 by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title 487 Objection b the applicable deadlines specified above, Buyer accepts the condition of title as disclosed b the 487 j Y PP� P Y P Y 488 Abstract of Title,Title Commitment and Title Documents as satisfactory. 489 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline,true 490 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 491 easements, liens(including,without limitation, governmental improvements approved, but not yet installed)or 492 493 other title matters (including,without limitation, rights of first refusal and options) not shown by public records, 494 of which Seller has actual knowledge (Off-Record Matters).This Section excludes any New ILC or New 495 Survey governed under§ 9(New ILC, New Survey). Buyer has the right to inspect the Property to investigate 496 if an third art has an right in the Property not shown b public records e. unrecorded easement, 497 Y party Y 9 P Y Y P ( 9 , 498 boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any 499 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding§8.2 500 (Record Title)and § 13(Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on 501 or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the 502 503 Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review 504 and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 505 pursuant to this§8.3(Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 506 8.5(Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title 507 508 Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters 509 and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 510 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 511 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 512 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 514 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF 515 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 516 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS 517 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY 518 519 CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE 520 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 521 COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 522 A tax certificate from the respective county treasurer listing any special taxing districts that effect the 523 524 Property(Tax Certificate)must be delivered to Buyer on or before Record Title Deadline. If the Property is 525 located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective 526 discretion, Buyer may object, on or before Record Title Objection Deadline. If the Tax Certificate shows that 527 the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, 528 CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 8 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 529 Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 530 inclusion in a special taxing district as unsatisfactory to Buyer. 531 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective 532 533 discretion, to any title matters includes those matters set forth in§8.2 (Record Title), §8.3(Off-Record Title), § 534 8.4 (Special Taxing District)and§ 13(Transfer of Title). If Buyer objects to any title matter, on or before the 535 applicable deadline, Buyer has the following options: 536 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 537 538 title matter(Notice of Title Objection)on or before the applicable deadline and if Buyer and Seller have not 539 agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 540 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 541 Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 542 543 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 544 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to§8.2 (Record Title), §8.3 545 (Off-Record Title)or§8.4 (Special Taxing Districts),the Title Resolution Deadline also will be automatically 546 extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 547 548 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under 549 §25.1, on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 550 subjective discretion. 551 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property 55 553 or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and 554 conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to 555 approve disapproves this Contract,this Contract will terminate. If the right of first refusal is waived explicitly or 556 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 557 notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 558 559 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 560 8.7. Title Advisory.The Title Documents affect the title, ownership and use of the Property and 561 should be reviewed carefully.Additionally, other matters not reflected in the Title Documents may affect the 562 title ownership and use of the Property, including,without limitation, boundary lines and encroachments, 563 ' 564 set-back requirements, area, zoning, building code violations, unrecorded easements and claims of 565 easements, leases and other unrecorded agreements,water on or under the Property, and various laws and 566 governmental regulations concerning land use, development and environmental matters. 567 8.7.1. OIL, GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 568 569 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 57o TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 571 MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, 572 OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 573 574 PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 575 PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 576 8.7.2. SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE 577 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 579 AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 580 COUNTY CLERK AND RECORDER. 581 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 582 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 583 WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, 584 585 PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 586 FACILITIES. 587 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 588 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 589 590 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE 591 CO LORADO OIL AND GAS CONSERVATION COMMISSION. 592 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, maybe 593 excepted, excluded from, or not covered by the owner's title insurance policy. 594 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 9 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 595 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such 596 matters as there are strict time limits provided in this Contract(e.g., Record Title Objection Deadline and 597 Off-Record Title Objection Deadline). 598 599 600 9. NEW ILC, NEW SURVEY. 601 9.1. New ILC or New Survey. If the box is checked, a: 1)❑ New Improvement Location Certificate 602 New ILC); or, 2 ®New Survey In the form of See 30.6.; is required and the following will apply: 603 ( ) ) Y q 9 PP Y 604 9.1.1. Ordering of New ILC or New Survey.Meller ❑Buyer will order the New ILC or New 605 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, 606 certified and updated as of a date after the date of this Contract. 607 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be 608 609 paid, on or before Closing, by:®Seller ❑Buyer or: n/a 610 .9.1.3. Delivery of New ILC or New Survey. Buyer, Seller,the issuer of the Title Commitment(or 611 the provider of the opinion of title if an Abstract of Title)and Buyers Broker&Attorney will receive a New 612 613 ILC or New Survey on or before New ILC or New Survey Deadline. 614 9.1.4. Certification of New ILC or New Survey.The New ILC or New Survey will be certified by 615 the surveyor to all those who are to receive the New ILC or New Survey. 616 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 618 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 619 change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, 620 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 621 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or 62 623 New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in 624 Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, 625 notwithstanding §8.3 or§ 13: 626 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1,that this Contract is 627 terminated; or 628 629 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that 630 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires 631 Seller to correct. 632 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 633 634 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed 635 in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline,this Contract will 636 terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's 637 written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before 638 639 expiration of New ILC or New Survey Resolution Deadline. 640 641 DISCLOSURE, INSPECTION AND DUE DILIGENCE 642 643 644 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE,AND 645 SOURCE OF WATER. 646 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 647 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 648 649 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of 650 this Contract. 651 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 652 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 653 654 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 655 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 656 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 657 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges 658 659 that Seller is conveying the Property to Buyer in an"As Is"condition,"Where Is"and"With All Faults.' 660 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 10 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 661 to have inspections(by one or more third parties, personally or both)of the Property and Inclusions 662 (Inspection), at Buyer's expense. If(1)the physical condition of the Property, including, but not limited to, the 663 roof,walls, structural integrity of the Property,the electrical, plumbing, HVAC and other mechanical systems of 664 ' 665 the Property, (2)the physical condition of the Inclusions, (3)service to the Property(including utilities and 666 communication services), systems and components of the Property(e.g., heating and plumbing), (4)any 667 proposed or existing transportation project, road, street or highway, or(5)any other activity, odor or noise 66S (whether on or off the Property)and its effect or expected effect on the Property or its occupants is 669 670 unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 671 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 672 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 673 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, 674 675 pursuant to§25.1,that this Contract is terminated due to any unsatisfactory condition. Inspection 676 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in§ 677 3.1 for Inspection Termination Deadline. 678 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 679 680 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 681 or before Inspection Resolution Deadline,this Contract will terminate on Inspection Resolution Deadline 682 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on or 683 before expiration of Inspection Resolution Deadline. 684 685 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contractor other 686 written agreement between the parties, is responsible for payment for all inspections,tests, surveys, 687 engineering reports,or other reports performed at Buyer's request(Work)and must pay for any damage that 688 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 689 kind against the Property for Work performed on the Property. Buyer a rees to indemnify, Protect and hold 690 691 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 692 such Work, claim, or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by 693 Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 694 Seller's reasonable attorney fees, legal fees and expenses.The provisions of this Section survive the 695 696 termination of this Contract.This§ 10.4 does not apply to items performed pursuant to an Inspection 697 Resolution. 698 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of 699 and premium for property insurance (Property Insurance). Buyer has the Right to Terminate under§25.1, on or 700 701 before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property 702 Insurance, in Buyer's sole subjective discretion. 703 10.6. Due Diligence. 704 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 705 706 copies of the following documents and information pertaining to the Property(Due Diligence Documents)to 707 Buyer on or before Due Diligence Documents Delivery Deadline: 708 ® 10.6.1.1. All current leases, including any amendments or other occupancy 709 agreements, pertaining to the Property.Those leases or other occupancy agreements pertaining to the 71 711 Property that survive Closing are as follows (Leases): Prior to the Due Diligence Documents Delivery 712 Deadline the Seller shall provide the Buyer with the current lease for the Property. The lease 713 term will be extended through December 31, 2021 and the lease shall be assigned to the Buyer 714 at Closing. g• 716 0 10.6.1.2. Other documents and information: 717 See 30.3. 718 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 719 720 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 721 unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 722 Objection Deadline: 723 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1,that this 724 725 Contract is terminated; or 726 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 11 of 20 Initials CTMeContracts.com-©2020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 727 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 728 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents 729 Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and 730 731 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 732 Deadline,this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 733 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e., on 734 or before expiration of Due Diligence Documents Resolution Deadline. 735 736 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of 7 n commonly known Buyer Right r 73 that certain property owned by Buyer and co mo y o n as n/a. uye has the ght to Terminate under§ 738 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 739 such property is not sold and closed by such deadline.This Section is for the sole benefit of Buyer. If Seller 740 � an Right Y does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline Buyer waives 741 Y Y 742 to Terminate under this provision. 743 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer 744 ❑Does ®Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 746 Water Addendum disclosing the source of potable water for the Property.®There is No Well. Buyer❑Does 747 ❑Does Not acknowledge receipt of a copy of the current well permit. 748 Note to Buyer: SOME WATER PROVIDERS RELY,TO VARYING DEGREES, ON NONRENEWABLE 749 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED 750 751 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 752 10.9. Existing Leases; Modification of Existing Leases; New Leases. [intentionally Deleted] 753 10.10. Lead-Based Paint 754 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or 755 756 more residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit 757 of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based 758 Paint Disclosure(Sales)form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not 759 timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the Lead-Based 761 Paint Disclosure,or Buyer may exercise Buyer's Right to Terminate under 25.1 b Seller's receipt of Buyer's 761 Y Y Y 9 § Y P Y 762 Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 763 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk 764 assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, 765 Buyer has a Right to Terminate under§25.1 by Seller's receipt of Buyer's Notice to Terminate on or before the 766 767 expiration of the Lead-Based Paint Termination Deadline. If Buyer's Notice to Terminate would otherwise be 768 required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller 769 on or before Closing. Buyer may elect to waive Buyer's right to conduct or obtain a risk assessment or 770 inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does 771 772 not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition of the Property relative to 773 any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 774 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired 775 heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for 776 777 sleeping purposes (Bedroom),the parties acknowledge that Colorado law requires that Seller assure the 778 Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each 779 Bedroom or in a location as required by the applicable building code. 780 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 781 782 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 783 such fact. No disclosure is required if the Property was remediated in accordance with state standards and 784 other requirements are fulfilled pursuant to§25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has 785 the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used 786 as a methamphetamine laboratory. Buyer has the Right to Terminate under 25.1, upon Seller's receipt of 787 P rY• Y 9 § P 788 Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test 789 results that indicate the Property has been contaminated with methamphetamine, but has not been remediated 790 to meet the standards established by rules of the State Board of Health promulgated pursuant to§ 791 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 792 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 12 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 793 794 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 795 796 797 CLOSING PROVISIONS 798 799 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 800 801 12.1. Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing 802 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 803 Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's 804 lender is required to provide the Closing Company, in a timely manner, all required loan documents and 805 806 financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and 807 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 808 will sign and complete all customary or reasonably-required documents at or before Closing. 809 12.2. Closing Instructions.Colorado Real Estate Commission's Closing Instructions ❑Are ®Are 810 Not executed with this Contract. 811 812 12.3.Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 813 date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing 814 will be as designated by Title Company. 81 816 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs,quality and extent of 817 service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 818 companies). 819 820 13. TRANSFER OF TITLE.Subject to Buyer's compliance with the terms and provisions of this Contract, 821 822 including the tender of any payment due at Closing, Seller must execute and deliver the following good and 823 sufficient deed to Buyer, at Closing: 824 ®special warranty deed ❑general warranty deed❑ bargain and sale deed ❑ quit claim deed ❑ personal 825 representative's deed ❑ n/a deed. Seller, provided another deed is not selected, must execute and deliver a 826 p 827 good and sufficient special warranty deed to Buyer, at Closing. 826 Unless otherwise specified in §30 (Additional Provisions), if title will be conveyed using a special 829 warranty deed or a general warranty deed,title will be conveyed"subject to statutory exceptions"as defined in 830 §38-30-113(5)(a), C.R.S. 832 833 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 834 owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental 835 liens for special improvements installed as of the date of Buyer's signature hereon,whether assessed or not 836 837 and previous years'taxes,will be paid at or before Closing by Seller from the proceeds of this transaction or 838 from any other source. 839 840 15. CLOSING COSTS, CLOSING FEE,ASSOCIATION FEES AND TAXES. 841 842 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs 843 and all other items required to be paid at Closing, except as otherwise provided herein. 844 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 845 ❑ Buyer El Seller One-Half by Buyer and One-Half by Seller 847 ❑Other n/a 848 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, 849 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter.Any fees incident 850 to the issuance of Association's Status Letter must be paid by ®None ❑Bu er❑Seller❑One-Half by 851 852 Buyer and One-Half by Seller.Any Record Change Fee must be paid by 0 None ❑ Buyer ❑ Seller 853 ❑One-Half by Buyer and One-Half b Seller. 854 15.4. Local Transfer Tax. b The Local Transfer Tax of 1.5%of the Purchase Price must 855 be paid at Closing by❑ None®Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller. 856 857 858 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 13 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 859 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, P Y. 860 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 861 Closing by®None ❑Buyer❑Seller ❑One-Half by Buyer and One-Half by Seller.The Private Transfer 862 863 fee,whether one or more, is for the following association(s): n/a in the total amount of% of the Purchase Price 864 or$. 865 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of 866 867 this Contract, do not exceed$n/a for: 868 ❑Water Stock/Certificates ❑Water District 869 ❑Augmentation Membership ❑ Small Domestic Water Company❑ n/a and must be paid at Closing by 870 — 871 ®None ❑Buyer❑Seller❑One-Half by Buyer and One-Half by Seller 872 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 873 must be paid when due by®None❑Buyer❑Seller❑ One-Half by Buyer and One-Half by Seller. 874 15.8. FIRPTA and Colorado Withholding. 875 15.8.1. FIRPTA. The Internal Revenue Service (IRS)may require a substantial portion of 876 877 the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 878 occur,the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this 879 Section is checked, Seller represents that Seller❑IS a foreign person for purposes of U.S. income taxation. If 880 the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. 881 882 income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 883 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes 884 Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax 885 advisor to determine if withholding applies or if an exemption exists. 886 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a 9 P s87 Y q 888 portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after 889 Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 890 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 891 892 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 893 determine if withholding applies or if an exemption exists. 894 895 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing 897 Date, except as otherwise provided: 897 P 898 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and 899 general real estate taxes for the year of Closing, based on ❑Taxes for the Calendar Year Immediately 900 Preceding Closing ®Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any 901 902 applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption or❑Other n/a. 903 16.2. Rents. Rents based on ❑ Rents Actually Received ®Accrued. At Closing, Seller will 904 transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful 905 deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller 90 907 must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such 908 Leases. 909 16.3. Association Assessments. Current regular Association assessments and dues 910 (Association Assessments)paid in advance will be credited to Seller at Closing. Cash reserves held out of the 911 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 912 913 except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be 914 obligated to pay the Association, at Closing, an amount for reserves or working capital.Any special 915 assessment assessed prior to Closing Date by the Association will be the obligation of❑Buyer ❑Seller. 916 Except however, any special assessment by the Association for improvements that have been installed as of 917 918 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. 919 Seller represents there are no unpaid regular or special assessments against the Property except the current 920 regular assessments and n/a.Association Assessments are subject to change as provided in the Governing 921 Documents. 922 923 924 CBS I-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 14 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 925 16.4. Other Prorations.Water and sewer charges, propane, interest on continuing loan and any 926 on-going services to the property.. 927 928 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 929 930 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 931 Possession Time, subject to the Leases as set forth in§ 10.6.1.1. 933 934 If Seller, after Closing,fails to deliver possession as specified, Seller will be subject to eviction and 935 will be additionally liable to Buyer for payment of$ 250 per day(or any part of a day notwithstanding§ 18.1) 936 from Possession Date and Possession Time until possession is delivered. 937 938 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the 939 following box is checked, then Buyer®Does Not represent that Buyer will occupy the Property as Buyer's 940 principal residence. 941 942 943 ❑ If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. 944 945 GENERAL PROVISIONS 946 947 948 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 949 18.1. Day.As used in this Contract,the term"day"means the entire day ending at 11:59 p.m., United 950 States Mountain Time (Standard or Daylight Savings, as applicable). 951 18.2. Computation of Period of Days, Deadline. In computing a period of days e. three days after 952 p Y P 9 P Y ( 9 Y 953 MEC),when the ending date is not specified,the first day is excluded and the last day is included. If any 954 deadline falls on a Saturday, Sunday or federal or Colorado state holiday(Holiday), such deadline®Will ❑ 955 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be 956 checked,the deadline will not be extended. 957 958 959 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 960 AND WALK-THROUGH. Except as otherwise provided in this Contract,the Property, Inclusions or both will be 961 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 962 963 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 964 perils or causes of loss prior to Closing (Property Damage)in an amount of not more than ten percent of the 965 total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 966 paid by Seller), then Seller, upon receipt of the insurance proceeds,will use Seller's reasonable efforts to 967 repair the Property before Closing Date. Buyer has the Right to Terminate under 25.1, on or before Closing 968 P P Y g Y 9 § g 969 Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer 970 elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 971 insurance proceeds that were received by Seller(but not the Association, if any)resulting from damage to the 972 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may 973 974 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 975 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the 976 option of Buyer, (1)Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 977 insurance company and Buyer's lender; or(2)the parties may enter into a written agreement prepared by the 978 979 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller 980 has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of 981 any deductible that applies to the insurance claim. 982 19.2. Damage, Inclusions and Services. Should any Inclusion or service(including utilities and 983 984 communication services), system, component or fixture of the Property(collectively Service)(e.g., heating or 985 plumbing),fail or be damaged between the date of this Contract and Closing or possession,whichever is 986 earlier,then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 987 age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such 988 989 Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 990 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 15 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 991 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under§ 992 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 993 or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives 994 p Y 995 such a credit, Seller's right for any claim against the Association, if any, will survive Closing. 996 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 997 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 998 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§25.1, on or 999 1000 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer cool elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is 1002 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1003 the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the 1004 1005 Purchase Price. 1006 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1007 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1008 complies with this Contract. 1009 10 19.5. Home Warrant Seller and Buyer are aware of the existence of re-owned home warrant logo Y• Y P Y loll programs that may be purchased and may cover the repair or replacement of such Inclusions. 1012 1013 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1014 1015 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1016 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1017 this Contract. 1018 1019 21. TIME OF ESSENCE, DEFAULT AND REMEDIES.Time is of the essence for all dates and deadlines 1020 1021 in this Contract.This means that all dates and deadlines are strict and absolute. If any payment due, including 1022 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1023 provided in this Contract or waived, the non-defaulting party has the following remedies: 1024 21.1. If Buyer Is in Default: 1025 1026 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 1027 Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest 1028 Money is not a penalty and the Parties agree the amount is fair and reasonable. Seller may recover such 1029 additional damages as may be proper.Alternatively, Seller may elect to treat this Contract as being in full force 1030 1031 and effect and Seller has the right to specific performance or damages, or both. 1032 21.1.2. Liquidated Damages,Applicable.This§21.1.2 applies unless the box in§21.1.1. 1033 is checked. Seller may cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to 1034 Seller and retained by Seller. It is agreed that the Earnest Money specified in§4.1 is LIQUIDATED DAMAGES 1035 1036 and not a penalty,which amount the parties agree is fair and reasonable and (except as provided in§§ 10.4, 1037 22,23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform 1038 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 1039 damages. 104 1041 21.2. If Seller Is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1042 Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be 1043 proper. Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the 1044 right to specific performance or damages, or both. 1045 1046 1047 22• LEGAL FEES, COST AND EXPENSES.Anything to the contrary herein notwithstanding, in the event 1048 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must 1049 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1050 1051 expenses. 1052 1053 23. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not 1054 resolved,the parties must first proceed, in good faith,to mediation. Mediation is a process in which the parties 1055 meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot 1056 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 16 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 1057 impose binding decisions. Before any mediated settlement is binding,the parties to the dispute must agree to 1058 the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the 1059 cost of such mediation. The obligation to mediate, unless otherwise agreed,will terminate if the entire dispute 1060 1061 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1062 other at that party's last known address(physical or electronic as provided in§27). Nothing in this Section 1063 prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, before or after the 1064 date of written notice requesting mediation.This Section will not alter any date in this Contract, unless 1065 1066 otherwise agreed. 1067 1068 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1069 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In 1070 1071 the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the 1072 Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any 1073 proceeding between Buyer and Seller; (2)interplead all parties and deposit Earnest Money into a court of 1074 competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 1075 1076 legal fees incurred with such action); or(3)provide notice to Buyer and Seller that unless Earnest Money 1077 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller)containing the 1078 case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the 1079 parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money 1081 Holder does receive a co of the Lawsuit and has not inter led the monies at the time of an Order, Earnest 1os1 copy p y 1082 Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 1083 obligation of§23 (Mediation).This Section will survive cancellation or termination of this Contract. 1084 1085 25. TERMINATION. 1086 1087 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract(Right to 1088 Terminate),the termination is effective upon the other party's receipt of a written notice to terminate(Notice to 1089 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1090 Contract. If the Notice to Terminate is not received on or before the specified deadline,the party with the Right 1091 1092 to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to 1093 Terminate under such provision. 1094 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1095 hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to§§ 10.4, 1096 1097 22,23 and 24. 1098 1099 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS.This Contract, its exhibits and 1100 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 1101 1102 prior agreements pertaining thereto,whether oral or written, have been merged and integrated into this 1103 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 1104 enforceable unless made in writing and signed by the parties.Any right or obligation in this Contract that, by its 1105 terms, exists or is intended to be performed after termination or Closing survives the same.Any successor to a 1106 art receives the predecessor's benefits and obligations of this Contract. 1107 party P 9 1108 1109 27. NOTICE DELIVERY AND CHOICE OF LAW. 1110 27.1. Physical Delivery and Notice.Any document, or notice to Buyer or Seller must be in writing, 1111 except as provided in §27.2 and is effective when physically received by such party, any individual named in 1112 1113 this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with 1114 such party(except any notice or delivery after Closing must be received by the party, not Broker or Brokerage 1115 Firm). 1116 27.2. Electronic Notice.As an alternative to physical delivery, any notice, may be delivered in 1117 1118 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 1119 such party, Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after 1120 Closing must be received by the party, not Broker or Brokerage Firm)at the electronic address of the recipient 1121 b facsimile, email or n/a. 1122 y CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 17 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 1123 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1)email 1124 at the email address of the recipient, (2)a link or access to a website or server provided the recipient receives 1125 the information necessary to access the documents, or(3)facsimile at the facsimile number(Fax No.)of the 1126 1127 recipient. 1128 27.4. Choice of Law.This Contract and all disputes arising hereunder are governed by and construed 1129 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1130 contract in Colorado for real located in Colorado. 1131 property 1132 1133 28. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing, 1134 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 1135 acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1136 accepted,this document will become a contract between Seller and Buyer.A co of this Contract may be 1137 P � Y PY Y 113s executed by each party, separately and when each party has executed a copy thereof, such copies taken 1139 together are deemed to be a full and complete contract between the parties. 1140 1141 29. GOOD FAITH. Buyer and Seller acknowledge that each art has an obligation to act in good faith 1142 Y 9 party 9 1143 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1144 Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; 1145 and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. 1146 1147 1148 ADDITIONAL PROVISIONS AND ATTACHMENTS 1149 1150 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 1151 1152 Colorado Real Estate Commission.) 1153 1. §2.2. NO ASSIGNABILITY. Notwithstanding§ 2.2 or anything contained in this Contract to 1154 the contrary, Buyer has the right to assign this Contract to a trust, limited liability company or 1156 other entitythat controls, is controlled b or is under common control with Buyer 1156 Y, Y 1157 1158 2. § 10.6. DUE DILIGENCE DOCUMENTS. The Due Diligence Documents to be delivered by 1159 60 Seller to Buyer on or before the Due Diligence Documents Delivery Deadline pursuant to 10.6 1160 Y g ry P § 1161 shall include copies of any of the following, to the extent the following exist and are in Seller's 1162 possession or control: utility bills and property tax statements relating to the Property for the 1163 last 12 months;architectural drawings, blueprints, as-built construction or renovation plans 1164 g P 1165 and any other plans or specifications regarding any improvements on or to the Property;any 1166 FAR studies;any prior surveys of the Property,asbestos tests and/or remediation; 1168 certificates of occupancy, certificates of completion, or other governmental approval(s) 116s OO P g 1169 regarding any improvements on or to the Property;any property insurance claims submitted 1170 (whether paid or not); warranties, manuals, instructional brochures or similar materials 1171 relatingto the Property or Inclusions, or their use, operation or maintenance;inspection, soil, 1172 P Y P P 1173 drainage, percolation, environmental conditions and similar reports relating to the Property. 1174 The bill of sale shall be deemed to assign to Buyer all assignable warranties regarding the 117 1176 Propertyor Inclusions. 1177 1178 3. §9.1. NEW ILC/NEW SURVEY. Seller shall provide Buyer with a survey of the Property from 1179 80 2019 and an affidavit no changes have been made to the property that would affect the survey. llso g P P Y Y• 1181 Seller shall have the 2019 survey certified to the Buyer prior to Closing. Seller shall not be 1182 responsible to provide the Buyer with any other survey(s) for the Property. 1183 1184 1185 4. City Council Contingency. This Contract is contingent upon approval of the Contract by the 1186 Aspen City Council on or before January 20, 2021. In the event the Aspen City Council does 1188 not approve the Contract prior to January 20, 2021, then Buyer or Seller shall have the right to less PP P rY Y 9 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 18 of 20 Initials CTMeContracts.com-02020 CTM Software Corp. DocuSign Envelope ID:8DE2680A-280E-499E-893E-55D37494FA01 1189 terminate the Contract and all earnest money shall be returned to the Buyer. 1190 31. OTHER DOCUMENTS. 1191 31.1.The following documents are a part of this Contract: n/a 31.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in§ 17 the Post-Closing Occupancy Agreement is a part of this Contract. 31.2.The following documents have been provided but are not a part of this Contract: n/a SIGNATURES Date: 1113012020 Buyer:Powderdayskiing, LLC By. David Tarrab, Manager [NOTE: If this offer is beico�untered or rejected, do not sign this document. bar ngza Date:4/28/2021 1 2:21:23 PM PDT Seller: City of Aspen By., Sara Ott END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request,with any mediation requested under§23. Broker is working with Buyer as a® Buyer's Agent ❑ Transaction-Broker in this transaction. ❑This is a Change of Status ❑Customer. Broker has no brokerage relationship with Buyer. See§33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage®Buyer❑Other n/a. Brokerage Firm's Name: Douglas Elliman CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 19 of 20 Initials CTMeContracts.com-©2020 CTM Software Corp. DocuSign Envelope ID:BDE2680A-280E-499E-893E-55D37494FA01 Brokerage Firm's License#: EC 100053892 igt-lee&rle AMAMI Date: 11/30/2020 Broker's Name: Brittanie Rockhill Broker's License#: FA100019229 Address:520 E Durant Ave, Ste 103, Main Floor Aspen, CO 81611 Ph: 970.366.0891 Fax: 970.925.8821 Email Address: brittanie@brittanierockhill.com 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does ®Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in§24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request,with any mediation requested under§23. Broker is working with Seller as a ❑ Seller's Agent ❑ Transaction-Broker in this transaction. ❑This is a Change of Status. ❑Customer. Broker has no brokerage relationship with Seller. See§32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ®Seller❑ Buyer❑ Other n/a. Brokerage Firm's Name: Aspen Snowmass Sotheby's International Realty Brokerage Firm's License#: EC 100038598 Date: Broker's Name: Andrew Ernemann Broker's License#: 100028587 Address:415 East Hyman Avenue Aspen, CO 81611 Ph: 970-925-6060 Fax: n/a Email Address: andrew.ernemann@sothebysrealty.com CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eContracts - ©2020 MRI Software LLC-All Rights Reserved CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 20 of 20 Initials CTMeContmets.com-02020 CTM Software Corp.