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HomeMy WebLinkAboutresolution.council.061-21 RESOLUTION # 061 (Series of 2021) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING THE PURCHASE OF REAL PROPERTY KNOWN AS LOT RM, STAGE ROAD PLANNED UNIT DEVELOPMENT/SUBDIVISION AND AUTHORIZING THE CITY MANAGER TO EXECUTE ON BEHALF OF THE CITY OF ASPEN THE CONTRACT TO BUY AND SELL REAL EASTATE BETWEEN THE CITY OF ASPEN AND ROBERT RANDOLPH TURNER, OWNER OF SAID PROPERTY. WHEREAS, there has been submitted to the City Council a Contract to Buy and Sell Real Estate between the City of Aspen and Robert Randolph Turner, the owner of Lot RM, Stage Road Planned Unit Development/Subdivision, Aspen CO, a true and accurate copy of which is attached hereto as Exhibit "A"; and WHEREAS, the City of Aspen Open Space and Trails Board recommends the purchase of this property; and WHEREAS, after due deliberation and consideration the City Council has determined that it is in the best interest of the City of Aspen to approve said Contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves the purchase of Lot RM, Stage Road Planned Unit Development/Subdivision, and does hereby authorize the City Manager to execute on behalf of the City of Aspen the Contract to Buy and Sell Real Estate between the City of Aspen and Robert Randolph Turner, a true and correct copy of which is attached hereto; and, does hereby authorize the City Manager of the City of Aspen to execute such other documents as necessary at closing to complete the purchase of the property. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 22nd day of June 2021. / 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, June 22, 2021. Nicole Henning, City C106 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 1 Aspen/Pitkin County Housing Authority 2 Cindy Christensen 3 4 Ph: 9709205455 Fax: 9709205580 5 he printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate 6 ommission. CBS4-5-19 Mandato 7-19 7 8 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 9 10 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 11 12 CONTRACT TO BUY AND SELL REAL ESTATE 13 14 (LAND) 15 Q Property with No Residences) 16 (❑ Property with Residences-Residential Addendum Attached) 17 18 19 Date: 61312021 20 21 AGREEMENT 22 23 24 25 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the 26 27 terms and conditions set forth in this contract(Contract). 28 29 30 2. PARTIES AND PROPERTY. 31 2.1. Buyer. Buyer, City of Aspen (Buyer)will take title to the Property described below as 32 ❑ Joint Tenants ❑Tenants In Common ®Other n/a. 33 34 2.2. No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in 35 Additional Provisions. 36 2.3. Seller. Robert Randolph Turner(Seller) is the current owner of the Property described below. 37 38 2.4. Property.The Property is the following legally described real estate in the County of 39 Pitkin, Colorado: 40 LOT RM, STAGE ROAD PLANNED UNIT DEVELOPMENT/SUBDIVISION, according to the Plat 41 42 thereof recorded October 7. 2005, in Plat Book 75 at Page 32 as Reception No. 515869 and 43 First Supplemental Plat recorded October 15, 2009 in Plat Book 92 at Page 1 as Reception No. 44 45 563657 46 known as No. n/a n/a, Aspen, CO 81611, 47 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 48 t as herein excluded thereto and all interest of Seller in vacated streets and alleys adjacent thereto except 49 Y 1 P 50 (Property). 51 52 53 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 54 2.5.1. Inclusions.The following items,whether fixtures or personal property, are included in the 55 Purchase Price unless excluded under Exclusions: 56 Vacant Lot If an additional items are attached to the Property after the date of this Contract, such additional 57 Y P Y 58 items are also included in the Purchase Price. 59 2.5.2. Personal Property--Conveyance.Any personal property must be conveyed at Closing 61 b Seller free and clear of all taxes (except personal property taxes for the year of Closing), liens and 61 Y ( P P P P Y Y 9)� 62 encumbrances, except n/a. 63 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 64 65 2.6. Exclusions.The following items are excluded (Exclusions): n/a 66 67 2.7. Water Rights,Well Rights,Water and Sewer Taps. 68 69 ❑ 2.7.1. Deeded Water Rights.The following legally described water rights: 70 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 1 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 71 n/a 72 Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 73 _ 74 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in 75 §§2.7.1, 2.7.3, 2.7.4 and 2.7.5,will be transferred to Buyer at Closing: n/a 76 ❑ 2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. 77 9 9 PP Y q Y 78 Buyer understands that if the well to be transferred is a "Small Capacity Well"or a"Domestic Exempt Water 79 Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in 80 Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water 81 82 Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing 83 well form for the well and pay the cost of registration. If no person will be providing a closing service in 84 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The 85 86 Well Permit#is n/a. 87 ❑ 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing 88 are as follows: n/a 89 90 2.7.5. Water and Sewer Taps.The parties agree that water and sewer taps listed below for 91 the Property are being conveyed as part of the Purchase Price as follows: n/a 92 If an water or sewer taps are included in the sale, Buyer is advised to obtain from the , 93 Y p Y � 94 written confirmation of the amount remaining to be paid, if any,time and other restrictions for transfer 95 and use of the taps. 96 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to§ 2.7.2 (Other 97 98 Rights Relating to Water), §2.7.3 (Well Rights), §2.7.4 (Water Stock Certificates), or§2.7.5 (Water and Sewer 99 Taps), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 100 2.8. Growing Crops.With respect to growing crops, Seller and Buyer agree as follows: 101 102 n/a 103 104 3. DATES, DEADLINES AND APPLICABILITY. 105 106 3.1. Dates and Deadlines. 107 108 �Tl o. Reference Event Date or Deadline 109 110 §4.3 Alternative Earnest Money Deadline n/a i 1 i Title 112 113 2 §8.1, 8.4 Record Title Deadline 611812021 June 18, Friday 114 2021 116 6/22/2021 June 22, 117 3 §8.2, 8.4 Record Title Objection Deadline 2021 Tuesday 11 119 4 §8.3 Off-Record Title Deadline n/a 120 5 §8.3 Off-Record Title Objection Deadline n/a 121 6 §8.5 Title Resolution Deadline n/a 122 123 7 §8.6 Right of First Refusal Deadline n/a 124 Owners'Association 125 126 8 §7.2 Association Documents Deadline n/a 127 128 9 §7.4 Association Documents Termination Deadline n/a 129Seller's Disclosures 130 131 10 §10.1 Seller's Property Disclosure Deadline n/a 132 Lead-Based Paint Disclosure Deadline (if 133 11 §10.10 Residential Addendum attached) n/a 134 135 Loan and Credit 136 12 §5.1 New Loan Application Deadline n/a 137 138 13 §5.2 New Loan Termination Deadline n/a 139 14 §5.3 Buyer's Credit Information Deadline n/a 140 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 2 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 141 Disapproval of Buyer's Credit Information 142 15 §5.3 Deadline n/a 143 144 16 §5.4 Existing Loan Deadline n/a 145 17 §5.4 Existing Loan Termination Deadline n/a 146 147 18 §5.4 Loan Transfer Approval Deadline n/a 148 19 §4.7 Seller or Private Financing Deadline n/a 149 150 Appraisal 151 20 §6.2 Appraisal Deadline n/a 152 153 21 §6.2 Appraisal Objection Deadline n/a 154 22 §6.2 Appraisal Resolution Deadline n/a 155 156 Survey 157 23 §9.1 New ILC or New Survey Deadline n/a 158 159 24 §9.3 New ILC or New Survey Objection Deadline n/a 160 25 §9.3 New ILC or New Survey Resolution Deadline n/a 161 162 Inspection and Due Diligence 163 26 §10.3 Inspection Objection Deadline n/a 164 165 27 §10.3 Inspection Termination Deadline n/a 166 28 §10.3 Inspection Resolution Deadline n/a 167 168 29 §10.5 Property Insurance Termination Deadline n/a 169 30 §10.6 Due Diligence Documents Delivery Deadline n/a 170 171 31 §10.6 Due Diligence Documents Objection Deadline n/a 172 32 §10.6 Due Diligence Documents Resolution Deadline n/a 173 174 33 §10.6 Environmental Inspection Termination n/a 175 Deadline 176 34 §10.6 ADA Evaluation Termination Deadline n/a 177 178 35 §10.7 Conditional Sale Deadline n/a 179 Lead-Based Paint Termination Deadline (if 180 36 §10.10 n/a Residential Addendum attached 181 lsl 182 37 § 11.1,11.2 Estoppel Statements Deadline n/a 183 38 §11.3 Estoppel Statements Termination Deadline 184 185 Closing and Possession 186 613012021 On or 187 188 39 §12.3 Closing Date before June 30, Wednesda 189 2021 19 191 613012021 On or 192 40 §17 Possession Date before June 30, Wednesda 193 2021 194 195 41 §17 Possession Time Upon funding 196 612512021 May 28, 197 42 §28 Acceptance Deadline Date Friday 198 2021 199 43 1 §28 Acceptance Deadline Time 3:00 p.m. MST 200 201 44 n/a n/a n/a 202 45 1 n/a Inla n/a 203 204 205 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision 206 applies. If any deadline blank in §3.1 (Dates and Deadlines) is left blank or completed with the abbreviation 207 "N/A", or the word "Deleted,"such deadline is not applicable and the corresponding provision containing the 208 209 deadline is deleted. If no box is checked in a provision that contains a selection of"None", such provision 210 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 3 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A303D4 211 means that"None"applies. 212 213 214 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have 215 signed this Contract. 216 218 4. PURCHASE PRICE AND TERMS. 219 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 220 follows: 221 222 223 Item No. Reference Item Amount Amount 224 1 § 4.1 Purchase Price $205,938.00 225 226 2 § 4.3 Earnest Money $2,000.00 227 3 § 4.5 New Loan 228 229 4 § 4.6 Assumption Balance 230 231 5 § 4.7 Private Financing 232 6 § 4.7 Seller Financing 233 234 7 n/a n/a 235 g n/a n1a 236 237 9 § 4.4 Cash at Closing $203,938.00 238 10 OTAL $205,938.00 $205,938.00 239 240 241 4.2. Seller Concession.At Closing, Seller will credit to Buyer$ n/a (Seller Concession).The 242 Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is 243 244 allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. 245 Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's 246 closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, 247 expense or expenditure. Seller Concession is in addition to an sum Seller has agreed to a or credit Buyer 248 P P Y 9 pay Y 249 elsewhere in this Contract. 250 4.3. Earnest Money.The Earnest Money set forth in this section, in the form of a wire ,will be 251 to and held b Land Title Earnest Money Holder), in its trust account, on behalf of both Seller and 252 payable Y ( Y ) 253 Buyer. The Earnest Money deposit must be tendered, by Buyer,with this Contract unless the parties mutually 254 agree to an Alternative Earnest Money Deadline for its payment.The parties authorize delivery of the 25 256 Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. 257 In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a 258 fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer 259 acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money 260 261 Holder in this transaction will be transferred to such fund. 262 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 263 Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money 264 265 Deadline. 266 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely 267 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is 268 terminated as set forth in 25 and, except as provided in 24 Earnest Money Dispute), if the Earnest Money 269 § P P § ( YY 27o has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to 271 Buyer or Broker working with Buyer,written mutual instructions (e.g., Earnest Money Release form),within 272 three days of Seller's receipt of such form. 273 274 4.4. Form of Funds; Time of Payment; Available Funds. 275 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan 276 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 277 278 including electronic transfer funds, certified check, savings and loan teller's check and cashier's check(Good 279 Funds). 280 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 4 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 281 4.4.2. Time of Payment; Available Funds.All funds, including the Purchase Price to be 282 paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 283 284 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer 285 represents that Buyer, as of the date of this Contract, ®Does ❑ Does Not have funds that are immediately 286 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 288 4.5. New Loan. (Omitted as inapplicable) 289 290 4.6. Assumption. (Omitted as inapplicable) 291 292 293 4.7. Seller or Private Financing. (Omitted as inapplicable) 294 29 296 TRANSACTION PROVISIONS 297 298 299 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 300 301 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 303 304 5.4. Existing Loan Review. (Omitted as inapplicable) 305 30 307 6. APPRAISAL PROVISIONS. 308 6.1. Appraisal Definition.An "Appraisal"is an opinion of value prepared by a licensed or certified 309 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 310 Value).The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 311 ) PP Y q P P 312 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 313 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective 314 loan type set forth in §4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 315 316 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value 317 is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 318 Buyer may, on or before Appraisal Objection Deadline, notwithstanding § 8.3 or§ 13: 319 320 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to§ 25.1, that this 321 Contract is terminated; or 322 6.2.1.2.Appraisal Objection. Deliver to Seller a written objection accompanied by 323 324 either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 325 Purchase Price (Lender Verification). 326 6.2.1.3.Appraisal Resolution. If an Appraisal Objection is received by Seller, on or 327 before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 328 329 thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 330 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, 331 i.e., on or before expiration of Appraisal Resolution Deadline. 332 333 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 334 removals or repairs, including any specified in the Appraisal (Lender Requirements)to be made to the Property 335 (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract 337 terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless 337 Y 9 P q g. 338 prior to termination: (1)the parties enter into a written agreement to satisfy the Lender Requirements; (2)the 339 Lender Requirements have been completed; or(3)the satisfaction of the Lender Requirements is waived in 340 writing by Buyer. 341 342 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 343 timely paid by❑Buyer ❑Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, 344 appraisal management company, lender's agent or all three. 345 346 347 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common 348 Interest Community and subject to the declaration (Association). 349 350 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 5 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 351 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 352 353 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 354 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 355 REGULATIONS OF THE ASSOCIATION.THE DECLARATION, BYLAWS AND RULES AND REGULATIONS 356 35 WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN 358 OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE 359 ASSESSMENTS,THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL 360 IT TO PAY THE DEBT.THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE 361 COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN 362 363 ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND 364 THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON 365 INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE 36 367 ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY 368 AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 369 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 370 p)(371 Documents defined below), at Seller's expense, on or before Association Documents Deadline. Seller 372 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense.Seller's 373 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, 374 regardless of who provides such documents. 375 376 7.3. Association Documents.Association documents (Association Documents)consist of the 377 following: 378 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of 379 380 organization, operating agreements, rules and regulations, party wall agreements and the Association's 381 responsible governance policies adopted under§ 38-33.3-209.5, C.R.S.; 382 7.3.2. Minutes of: (1)the annual owners'or members' meeting and (2)any executive 384 boards'or managers' meetings; such minutes include those provided under the most current annual disclosure 384 g 9 ' 385 required under§38-33.3-209.4, C.R.S. (Annual Disclosure)and minutes of meetings, if any, subsequent to the 386 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 387 minutes, if any(§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 388 389 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 390 Disclosure, including, but not limited to, property, general liability, association director and officer professional 391 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 392 393 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 394 7.3.4. A list by unit type of the Association's assessments, including both regular and 395 special assessments as disclosed in the Association's last Annual Disclosure; 397 7.3.5. The Association's most recent financial documents which consist of: 1 the 397 ( ) 398 Association's operating budget for the current fiscal year, (2)the Association's most recent annual financial 399 statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's 400 last Annual Disclosure, (3)the results of the Association's most recent available financial audit or review, (4) list 401 402 of the fees and charges (regardless of name of title of such fees or charges)that the Association's community 403 association manager or Association will charge in connection with the Closing including, but not limited to, any 404 fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update 405 406 fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record Change 407 Fee), fees to access documents, (5)list of all assessments required to be paid in advance, reserves or working 408 capital due at Closing and (6) reserve study, if any(§§ 7.3.4 and 7.3.5, collectively, Financial Documents); 409 410 y 7.3.6. An written notice from the Association to Seller of a"construction defect action" 411 under§ 38-33.3-303.5, C.R.S.within the past six months and the result of whether the Association approved or 412 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation 413 to disclose adverse material facts as required under§ 10.2 (Disclosure of Adverse Material Facts; Subsequent 414 415 Disclosure; Present Condition) including any problems or defects in the common elements or limited common 416 elements of the Association property. 417 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 419 Buyer has the Right to Terminate under§25.1, on or before Association Documents Termination Deadline, 420 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 6 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 421 based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective 422 discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, 423 424 at Buyer's option, has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller on 425 or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the 426 Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller 428 after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does 429 not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association 430 Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the 431 provisions of§ 8.6 (Right of First Refusal or Contract Approval). 432 433 434 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 435 8.1. Evidence of Record Title. 436 437 ❑ 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 438 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 439 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy(Title 44 441 q Commitment), In an amount equal to the Purchase Price, or if this box is checked, ❑an Abstract of Title 442 certified to a current date. Seller will cause the,title insurance policy to be issued and delivered to Buyer as 443 soon as practicable at or after Closing. 444 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 445 446 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 447 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy(Title 448 Commitment), in an amount equal to the Purchase Price. 449 450 If neither box in § 8.1.1 or§ 8.1.2 is checked, § 8.1.1 applies. 451 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment[]Will ®Will Not 452 contain Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete 453 or insure over the standard exceptions which relate to: 1 parties in possession, 2 unrecorded easements, 454 p ( ) p p ( ) 455 (3)survey matters, (4) unrecorded mechanics' liens, (5)gap period (period between the effective date and time 456 of commitment to the date and time the deed is recorded)and (6)unpaid taxes, assessments and unredeemed 457 tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by❑Buyer 458 459 ❑ Seller❑ One-Half by Buyer and One-Half by Seller❑ Other n/a. 460 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or 461 delete or insure over any or all of the standard exceptions for OEC.The Title Insurance Company may require 462 463 a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 464 Commitment is not satisfactory to Buyer, Buyer has a right to object under§8.5 (Right to Object to Title, 465 Resolution). 466 467 8.1.4. Title Documents.Title Documents consist of the following: (1)copies of any plats, 468 declarations, covenants, conditions and restrictions burdening the Property and (2)copies of any other 469 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 471 the Title Commitment furnished to Buyer(collectively,, Title Documents 47 Y Y )• 472 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 473 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 474 the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the 475 476 documents required in this Section will be at the expense of the party or parties obligated to pay for the 477 owner's title insurance policy. 478 fiver to Buyer copies of an 479 8.1.6. Existing Abstracts of Tale.Seller must del y p y abstracts of title 480 covering all or any portion of the Property(Abstract of Title)in Seller's possession on or before Record Title 481 Deadline. 482 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 484 Commitment and an of the Title Documents as set forth in 8.5 (Right to Object to Title, Resolution on or 484 Y § ( 9 1 ) 485 before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or 486 content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title 487 condition, in Buyer's sole subjective discretion. If the Abstract of Title,Title Commitment or Title Documents are 488 489 not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 490 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 7 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 491 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 492 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 493 494 documents by Buyer to review and object to: (1)any required Title Document not timely received by Buyer, (2) 495 any change to the Abstract of Title, Title Commitment or Title Documents, or(3)any endorsement to the Title 496 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this§ 8.2 497 Record Title), an title objection b Buyer is governed b the provisions set forth in 8.5 (Right to Object to 498 ( ) Y j Y Y 9 Y P § ( 9 1 499 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required 500 by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title 501 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the 502 503 Abstract of Title, Title Commitment and Title Documents as satisfactory. 504 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true 505 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 506 507 easements, liens (including,without limitation, governmental improvements approved, but not yet installed)or 508 other title matters (including, without limitation, rights of first refusal and options) not shown by public records, 509 of which Seller has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New 511 Survey governed under 9 New ILC, New Survey). Buyer has the right to inspect the Property to investigate 511 Y 9 § ( Y)• Y 9 P P Y 9 512 if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, 513 boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any 514 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding §8.2 515 516 (Record Title)and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on 517 or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the 518 Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review 520 and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 521 pursuant to this § 8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in§ 522 523 8.5 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title 524 Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters 525 and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 526 8.4. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAYBE SUBJECT TO GENERAL 527 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 528 529 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 530 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF 531 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 532 533 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS 534 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY 535 CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE 537 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 538 COMMISSIONERS,THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 539 A tax certificate from the respective county treasurer listing any special taxing districts that effect the 540 Property(Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is 541 542 located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective 543 discretion, Buyer may object, on or before Record Title Objection Deadline. If the Tax Certificate shows that 544 the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, 545 546 Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 547 inclusion in a special taxing district as unsatisfactory to Buyer. 548 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective 549 550 discretion, to any title matters includes those matters set forth in §8.2 (Record Title), § 8.3 (Off-Record Title), § 551 8.4 (Special Taxing District)and § 13 (Transfer of Title). If Buyer objects to any title matter, on or before the 552 applicable deadline, Buyer has the following options: 553 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 554 555 title matter(Notice of Title Objection)on or before the applicable deadline and if Buyer and Seller have not 556 agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 557 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 558 559 Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 560 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 8 of 20 DocuSign Envelope ID:9897687C-0433-4360-AFSC-9D0250A3D3D4 561 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 562 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to§8.2 (Record Title), §8.3 563 564 (Off-Record Title)or§8.4 (Special Taxing Districts),the Title Resolution Deadline also will be automatically 565 extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 566 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under 568 25.1, on or before the applicable deadline, based on an title matter unsatisfactory to Buyer, in Buyer's sole 56s § pp Y rY Y Y 569 subjective discretion. 570 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property 571 or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and 572 573 conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to 574 approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or 575 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 576 577 notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 578 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 579 8.7. Title Advisory.The Title Documents affect the title, ownership and use of the Property and 581 should be reviewed careful) Additionally, other matters not reflected in the Title Documents may affect the 581 Y• Y Y 582 title, ownership and use of the Property, including,without limitation, boundary lines and encroachments, 583 set-back requirements, area, zoning, building code violations, unrecorded easements and claims of 584 easements, leases and other unrecorded agreements,water on or under the Property, and various laws and 585 586 governmental regulations concerning land use, development and environmental matters. 587 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 588 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 589 590 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 591 MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, 5192 93 OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 594 PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 595 PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 596 8.7.2. SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE 597 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 598 599, AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 600 COUNTY CLERK AND RECORDER. 601 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 602 603 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 604 WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, 605 PRODUCING WELLS, REWORKING OF CURRENT WELLS,AND GAS GATHERING AND PROCESSING 607 FACILITIES. 608 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 609 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 610 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE 611 612 COLORADO OIL AND GAS CONSERVATION COMMISSION. 613 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 614 excepted, excluded from, or not covered by the owner's title insurance policy. 615 616 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such 617 matters as there are strict time limits provided in this Contract(e.g., Record Title Objection Deadline and 618 Off-Record Title Objection Deadline). 620 621 9. NEW ILC, NEW SURVEY. 622 9.1. New ILC or New Survey. If the box is checked, a: 1) ❑ New Improvement Location Certificate 623 (New ILC); or, 2) ❑ New Survey in the form of n/a; is required and the following will apply: 624 625 9.1.1. Ordering of New ILC or New Survey. ❑Seller ❑Buyer will order the New ILC or New 626 Survey.The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, 627 certified and updated as of a date after the date of this Contract. 628 629 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be 630 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 9 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 631 paid, on or before Closing, by: ❑Seller ❑Buyer or n/a 632 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment(or 633 634 the provider of the opinion of title if an Abstract of Title)and n/a will receive a New ILC or New Survey on or 635 before New ILC or New Survey Deadline. 636 9.1.4. Certification of New ILC or New Survey.The New ILC or New Survey will be certified by 637 638 the surveyor to all those who are to receive the New ILC or New Survey. 639 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 640 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 641 642 change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, 643 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 644 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or 645 New Survey. If the New ILC or New Survey is not time) received b Buyer or is unsatisfactory to Buyer, in 646 y y y y y ry y 647 Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, 648 notwithstanding §8.3 or§ 13: 649 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to§ 25.1, that this Contract is 650 651 terminated; or 652 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that 653 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires 654 655 Seller to correct. 656 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 657 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed 658 in writingto a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will 659 y 660 terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's 661 written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before 662 expiration of New ILC or New Survey Resolution Deadline. 663 664 665 DISCLOSURE, INSPECTION AND DUE DILIGENCE 666 667 668 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE,AND 669 S_SOURCE OF WATER. 67° 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline , Seller 672 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 673 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of 674 this Contract. 675 676 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 677 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 678 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 679 adverse material fact after the date of this Contract, Seller must time) disclose such adverse fact to Buyer. 680 y y 681 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 682 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges 683 that Seller is conveying the Property to Buyer in an "As Is"condition, "Where Is"and"With All Faults.' 684 685 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 686 to have inspections (by one or more third parties, personally or both)of the Property and Inclusions 687 (Inspection), at Buyer's expense. If(1)the physical condition of the Property, including, but not limited to, the 689 roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of 69D the Property, (2)the physical condition of the Inclusions, (3)service to the Property(including utilities and 691 communication services), systems and components of the Property(e.g., heating and plumbing), (4)any 692 proposed or existing transportation project, road, street or highway, or(5)any other activity, odor or noise 693 694 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is 695 unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 696 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 697 698 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 699 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, 700 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 10 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 701 pursuant to §25.1, that this Contract is terminated due to any unsatisfactory condition. Inspection 702 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in § 703 704 3.1 for Inspection Termination Deadline. 705 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 706 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 707or before Inspection Resolution Deadline, this Contract will terminate on Ins ection Resolution Deadline 708 P P 709 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on or 710 before expiration of Inspection Resolution Deadline. 711 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 712 713 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 714 engineering reports, or other reports performed at Buyer's request(Work)and must pay for any damage that 715 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 716 717 kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 718 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 719 such Work, claim, or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by 721 Seller to defend against an such liability, damage, cost or expense, or to enforce this Section, including 721 g Y Y 9 P 9 722 Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 723 termination of this Contract. This§ 10.4 does not apply to items performed pursuant to an Inspection 724 Resolution. 725 726 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of 727 and premium for property insurance (Property Insurance). Buyer has the Right to Terminate under§25.1, on or 728 before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property 729 730 Insurance, in Buyer's sole subjective discretion. 731 10.6. Due Diligence. 732 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 733 copies of the following documents and information pertaining to the Property Due Diligence Documents to 734 P 9 P 9 P Y( 9 ) 735 Buyer on or before Due Diligence Documents Delivery Deadline: 736 ❑ 10.6.1.1. All contracts relating to the operation, maintenance and management of the 737 Property; 738 739 ❑ 10.6.1.2. Property tax bills for the last n/years; 740 ❑ 10.6.1.3. As-built construction plans to The Property and the tenant improvements, 741 including architectural, electrical, mechanical, and structural systems, engineering reports, and permanent 742 743 Certificates of Occupancy, to the extent now available; 744 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 745 ❑ 10.6.1.5. Operating statements for the past n/a years; 746 747 ❑ 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 74s ❑ 10.6.1.7. All current leases, including any amendments or other occupancy 749 agreements, pertaining to the Property.Those leases or other occupancy agreements pertaining to the 750 751 Property that survive Closing are as follows (Leases): n/a 752 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete 753 but has not yet been completed and capital improvement work either scheduled or in process on the date of 754 755 this Contract; 756 ❑ 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims 757 which have been made for the past n/a years; 758 759 ❑ 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the 760 Property(if not delivered earlier under§ 8.3); 761 ❑ 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II 762 763 environmental reports, letters, test results, advisories and similar documents respective to the existence or 764 nonexistence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances, and/or 765 underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seller, Seller 766 warrants that no such reports are in Seller's possession or known to Seller; 767 768 ❑ 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning 769 the compliance of the Property with said Act; 770 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 11 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 771 ❑ 10.6.1.13. All permits, licenses and other building or use authorizations issued by any 772 governmental authority with jurisdiction over the Property and written notice of any violation of any such 773 774 permits, licenses or use authorizations, if any; and 775 ❑ 10.6.1.14. Other documents and information: 776 n/a 777 778 779 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 780 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 782 unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 782 rY� Y j Y Y. 9 783 Objection Deadline: 784 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1, that this 785 Contract is terminated; or 786 787 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description 788 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 789 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents 790 791 Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and 792 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 793 794 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 795 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e., on 796 or before expiration of Due Diligence Documents Resolution Deadline. 797 10.6.3. Zoning. Buyer has the Right to Terminate under§25.1, on or before Due Diligence 798 Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any 799 800 governmental agency with jurisdiction over the Property, in Buyer's sole subjective discretion. 801 10.6.4. Due Diligence—Environmental, ADA. Buyer has the right to obtain environmental 802 inspections of the Property including Phase I and Phase II Environmental Site Assessments, as applicable. ❑ 803 804 Seller❑Buyer will order or provide ❑ Phase I Environmental Site Assessment, ❑ Phase II 805 Environmental Site Assessment (compliant with most current version of the applicable ASTM E1527 806 standard practices for Environmental Site Assessments)and/or❑ n/a, at the expense of❑Seller❑Buyer 807 808 (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an evaluation whether 809 the Property complies with the Americans with Disabilities Act(ADA Evaluation). All such inspections and 810 evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's 812 and an Seller's tenants' business uses of the Property, if an 812 YY• 813 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site 814 Assessment, the Environmental Inspection Termination Deadline will be extended by n_/days (Extended 81 816 onen p ea ) P Environmental Inspection Termination Deadline)and if such Extended Environmental Inspection Termination 817 Deadline extends beyond the Closing Date, the Closing Date will be extended a like period of time. In such 818 event, ❑Seller❑Buyer must pay the cost for such Phase II Environmental Site Assessment. 819 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this820 § 821 10.6.4, Buyer has the Right to Terminate under§25.1, on or before Environmental Inspection Termination 822 Deadline, or if applicable, the Extended Environmental Inspection Termination Deadline, based on any 823 unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. 824 825 Buyer has the Right to Terminate under§25.1, on or before ADA Evaluation Termination Deadline, 826 based on any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 827 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of 829 that certain property owned b Buyer and common) known as n/a. Buyer has the Right to Terminate under 829 P P Y Y Y Y _ Y 9 § 830 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 831 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 832 833 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right 834 to Terminate under this provision. 835 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). 836 Buyer❑Does ❑Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 837 838 Water Addendum disclosing the source of potable water for the Property. ❑There is No Well. Buyer❑Does 839 ❑Does Not acknowledge receipt of a copy of the current well permit. 840 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 12 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 841 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 842 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED 843 844 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 845 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of 846 the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions or 848 rent abatements except as disclosed in the Lease or other writing received b Buyer. Seller will not amend, 848 P 9 Y Y 849 alter, modify, extend or cancel any of the Leases nor will Seller enter into any new leases affecting the Property 850 without the prior written consent of Buyer,which consent will not be unreasonably withheld or delayed. 851 852 853 11. ESTOPPEL STATEMENTS. 854 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel 855 Statements. Seller must request from all tenants of the Property and if received by Seller, deliver to Buyer on 856 857 or before Estoppel Statements Deadline, statements in a form and substance reasonably acceptable to 858 Buyer, from each occupant or tenant at the Property(Estoppel Statement)attached to a copy of the Lease 859 stating: 86 861 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 862 11.1.2. That said Lease is in full force and effect and that there have been no subsequent 863 modifications or amendments; 864 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to 865 866 Seller; 867 11.1.4. The amount of monthly (or other applicable period)rental paid to Seller; 868 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and $p 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and 871 complete copy of the Lease demising the premises it describes. 872 11.2. Seller Estoppel Statements. In the event Seller does not receive from all tenants of the 873 874 Property a completed signed Estoppel Statement, Seller agrees to complete and execute an Estoppel 875 Statement setting forth the information and documents required §11.1 above and deliver the same to Buyer on 876 or before Estoppel Statements Deadline. 877 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under§25.1, on or 878 879 before Estoppel Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in 880 Buyer's sole subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Estoppel 881 Statements Deadline. Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. 882 883 884 CLOSING PROVISIONS 885 886 887 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 888 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing 889 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 890 891 Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's 892 lender is required to provide the Closing Company, in a timely manner, all required loan documents and 893 financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and 894 895 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 896 will sign and complete all customary or reasonably-required documents at or before Closing. 897 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions E]Are ElAre 898 899 Not executed with this Contract. 900 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 901 date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing 902 903 will be as designated by n/a. 904 2 4 D' s Buyer n Seller acknowledge that costs quality and extent of 1 Disclosure of Settlement Cost uye and S g , q y 905 service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 906 907 companies). 908 909 910 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 13 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 911 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 912 including the tender of any payment due at Closing, Seller must execute and deliver the following good and 913 914 sufficient deed to Buyer, at Closing: 915 916 ❑special warranty deed ❑general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal 917 918 representative's deed ❑ n/a deed. Seller, provided another deed is not selected, must execute and deliver a 919 good and sufficient special warranty deed to Buyer, at Closing. 920 Unless otherwise specified in §30 (Additional Provisions), if title will be conveyed using a special 922 warrant deed or a general warrant deed, title will be conveyed "subject to statutory exceptions"as defined in 922 Y 9 Y Y 1 rY P 923 §38-30-113(5)(a), C.R.S. 924 925 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 926 927 owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental 928 liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not 929 and previous years'taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or 930 931 from any other source. 932 933 15. CLOSING COSTS, CLOSING FEE,ASSOCIATION FEES AND TAXES. 934 935 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs 936 and all other items required to be paid at Closing, except as otherwise provided herein. 937 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 938 El Buyer El Seller One-Half by Buyer and One-Half by Seller 939 940 ❑ Other n/a 941 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, 942 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter. Any fees incident 943 944 to the issuance of Association's Status Letter must be paid by []None []Buyer❑Seller[]One-Half by 945 Buyer and One-Half by Seller. Any Record Change Fee must be paid by❑ None ❑ Buyer ❑ Seller 946 ❑ One-Half by Buyer and One-Half by Seller . 94 948 15.4. Local Transfer Tax. ❑The Local Transfer Tax of n/a % of the Purchase Price must _ 949 be paid at Closing by ❑ None ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller. 950 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 951 952 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 953 Closing by❑None ❑Buyer❑Seller ❑One-Half by Buyer and One-Half by Seller.The Private Transfer 954 955 fee,whether one or more, is for the following association(s): n/a in the total amount of n/a% of the Purchase 956 Price or$. 957 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees, as of the date of 958 this Contract, do not exceed $n/a for: 959 960 ❑Water Stock/Certificates ❑Water District 961 ❑Augmentation Membership ❑Small Domestic Water Company❑ n/a and must be paid at Closing by 962 ❑ None ❑Buyer []Seller❑One-Half by Buyer and One-Half by Seller 963 964 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 965 must be paid when due by ❑None ❑Buyer❑Seller❑ One-Half by Buyer and One-Half by Seller. 966 15.8. FIRPTA and Colorado Withholding. 967 968 15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of 969 the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 970 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this 971 972 Section is checked, Seller represents that Seller❑IS a foreign person for purposes of U.S. income taxation. If 973 the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. 974 income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 975 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes 976 977 Closing Company to withhold such amount from Seller's proceeds.Seller should inquire with Seller's tax 978 advisor to determine if withholding applies or if an exemption exists. 979 980 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 14 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 981 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a 982 portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after 983 984 Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 985 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 986 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 988 determine if withholding applies or if an exemption exists. 989 990 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing 991 Date, except as otherwise provided: 992 993 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and 994 general real estate taxes for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately 995 Preceding Closing ®Most Recent Mill Levy and Most Recent Assessed Valuation, ❑ Other n/a. 996 997 16.2. Rents. Rents based on ❑ Rents Actually Received ❑Accrued.At Closing, Seller will 998 transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful 999 deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller 1000 1001 must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such 1002 Leases. 1003 16.3. Association Assessments. Current regular Association assessments and dues 1004 Association Assessments aid in advance will be credited to Seller at Closing.loos ( ) P g• Cash reserves held out of the 1006 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 1007 except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be 1008 obligated to pay the Association, at Closing, an amount for reserves or working capital.Any special 1009 1010 assessment assessed prior to Closing Date by the Association will be the obligation of❑Buyer ❑Seller. loll Except however, any special assessment by the Association for improvements that have been installed as of 1012 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. 1013 1014 Seller represents there are no unpaid regular or special assessments against the Property except the current 1015 regular assessments and n/a. Association Assessments are subject to change as provided in the Governing 1016 Documents. 1017 1018 16.4. Other Prorations.Water and sewer charges, propane, interest on continuing loan and n/a. 1019 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 1020 1021 1022 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 1023 Possession Time subject to the Leases as set forth in 10.6.1.7. J § 1024 1026 If Seller, after Closing,fails to deliver possession as specified, Seller will be subject to eviction and 1026 9. P P J 1027 will be additionally liable to Buyer for payment of$ n/a per day (or any part of a day notwithstanding § 18.1) 1028 from Possession Date and Possession Time until possession is delivered. 1029 1030 1031 GENERAL PROVISIONS 1032 103 1034 18. DAY, COMPUTATION OF PERIOD OF DAYS, DEADLINE. 1035 18.1. Day. As used in this Contract, the term"day"means the entire day ending at 11:59 p.m., United 1036 States Mountain Time (Standard or Daylight Savings, as applicable). 1037 18.2. Computation of Period of Days, Deadline. In computing a period of days e. three days after 1038 P Y P 9 P Y ( 9 Y 1039 MEC), when the ending date is not specified, the first day is excluded and the last day is included. If any 1040 deadline falls on a Saturday, Sunday or federal or Colorado state holiday(Holiday), such deadline ❑Will ❑ 1041 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be 1042 1043 checked, the deadline will not be extended. 1044 1045 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 1046 1047 AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be 1048 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 1049 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 1050 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 15 of 20 DocuSign Envelope ID:9897687C-0433-4360-AFSC-9D0250A3D3D4 1051 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 1052 total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 1053 1054 paid by Seller), then Seller, upon receipt of the insurance proceeds,will use Seller's reasonable efforts to 1055 repair the Property before Closing Date. Buyer has the Right to Terminate under§25.1, on or before Closing 1056 Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer 1058 elect to car out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 1058 carry P P Y 9 Y 9 1059 insurance proceeds that were received by Seller(but not the Association, if any) resulting from damage to the 1060 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may 1061 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 1062 1063 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the 1064 option of Buyer, (1)Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 1065 insurance company and Buyer's lender; or(2)the parties may enter into a written agreement prepared by the 1066 1067 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller 1068 has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of 1069 any deductible that applies to the insurance claim. 1071 19.2. Damage, Inclusions and Services. Should an Inclusion or service (including utilities and 1071 g Y ( 9 1072 communication services), system, component or fixture of the Property(collectively Service)(e.g., heating or 1073 plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is 1074 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 1075 1076 age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such 1077 Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 1078 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 1079 1080 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under§ 1081 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 1082 or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives 1083 such a credit, Seller's right for an claim against the Association, if an will survive Closing. los4 g Y 9 Y, g• 1085 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1086 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 1087 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§ 25.1, on or 1088 1089 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer 1090 elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is 1091 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1092 1093 the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the 1094 Purchase Price. 1095 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1097 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1097 9 P Y P 9 fY P Y • P Y 1o98 complies with this Contract. 1099 19.5. Home Warranty. [Intentionally Deleted] 1100 19.6. Risk of Loss——Growing Crops The risk of loss for damage to growing crops by fire or other 1101 1102 casualty will be borne by the party entitled to the growing crops as provided in § 2.8 and such party is entitled 1103 to such insurance proceeds or benefits for the growing crops. 1104 1105 1106 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1107 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1108 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1109 1110 this Contract. 1111 1112 21. TIME OF ESSENCE, DEFAULT AND REMEDIES.Time is of the essence for all dates and deadlines 1113 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including 1114 1115 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1116 provided in this Contract or waived, the non-defaulting party has the following remedies: 1117 21.1. If Buyer is in Default: 1118 1119 ❑ 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 1120 CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 16 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 1121 Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest 1122 Money is not a penalty and the Parties agree the amount is fair and reasonable. Seller may recover such 1123 1124 additional damages as may be proper.Alternatively, Seller may elect to treat this Contract as being in full force 1125 and effect and Seller has the right to specific performance or damages, or both. 1126 21.1.2. Liquidated Damages,Applicable.This §21.1.2 applies unless the box in§21.1.1. 1128 is checked. Seller may cancel this Contract.All Earnest Money whether or not aid b Buyer)will be aid to 1128 Y Y( P Y Y ) P 1129 Seller and retained by Seller. It is agreed that the Earnest Money specified in §4.1 is LIQUIDATED DAMAGES 1130 and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 1131 22 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform 1132 ' 1133 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 1134 damages. 1135 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1136 1137 Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be 1138 proper.Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the 1139 right to specific performance or damages, or both. 1140 1141 1142 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 1143 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must 1144 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1145 1146 expenses. 1147 1148 23. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not 1149 1150 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties 1151 meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot 1152 impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must agree to 1154 the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally In the 1154 9• P J Y PP P q Y 1155 cost of such mediation.The obligation to mediate, unless otherwise agreed,will terminate if the entire dispute 1156 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1157 other at that party's last known address (physical or electronic as provided in §27). Nothing in this Section 1158 1159 prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation.This Section will not alter any date in this Contract, unless otherwise agreed. 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees incurred with such action); or(3)provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court.The parties reaffirm the obligation of§23 (Mediation). This Section will survive cancellation or termination of this Contract. 25. TERMINATION. 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract(Right to Terminate),the termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate), provided such written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 17 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 Terminate under such provision. 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to§§ 10.4, 22, 23 and 24. 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS.This Contract, its exhibits and specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties.Any right or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.Any successor to a party receives the predecessor's benefits and obligations of this Contract. 27. NOTICE, DELIVERY AND CHOICE OF LAW. 27.1. Physical Delivery and Notice.Any document, or notice to Buyer or Seller must be in writing, except as provided in §27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm). 27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm)at the electronic address of the recipient by facsimile, email or n/a. 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1)email at the email address of the recipient, (2)a link or access to a website or server provided the recipient receives the information necessary to access the documents, or(3)facsimile at the facsimile number(Fax No.)of the recipient. 27.4. Choice of Law. This Contract and all disputes arising hereunder are 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 real property located in Colorado. 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will 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 and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and Buyer.A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such copies taken together are 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; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) a. Pursuant to C.R.S. 12.61.103 et sec., the APCHA, its officers and employees are not "real estate brokers"as defined by law and are not regulated by the Colorado Real Estate Commission. Accordingly, it is understood and agreed by and between all parties to this contract, listing or other agreements hereinafter entered into pertaining to this transaction, listing or agreement, that the term "broker".. while being used to reference APCHA, is not CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 18 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 meant to refer to APCHA as acting on behalf of either the Buyer or the Seller or as agent for either party, but rather as a governmental agency carrying out its governmental purpose in administering and enforcing its duties as a multi jurisdictional housing authority pursuant to Colorado Law. It should be further understood that all activities performed by the broker(s) are done as employees of APCHA. b. Per the deed restriction, there is a two percent(2%)sales fee due at the time of closing (from Seller's sales proceeds). Based on the decision to sell to the City of Aspen, a one percent(M) sales fee will be charged to the Seller at the time of closing. 31. OTHER DOCUMENTS. 31.1. The following documents are a part of this Contract: n/a 31.2. The following documents have been provided but are not a part of this Contract: n/a SIGNATURES D`ocuftned by: 0h� Date:6/23/2021 1 2:42:43 PM PDT Buyer: City of Aspen [NOTE: If this offer is being countered or rejected, do not sign this document. A9V&1*e Aoadoo! ra"etc / Date: 6/3/2029 Seller: Robert Randolph Turner 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. CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 19 of 20 DocuSign Envelope ID:9897687C-0433-4360-AF8C-9D0250A3D3D4 Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage ❑ Buyer❑ Other n/a. Brokerage Firm's Name: Aspen/Pitkin County Housing Authority Brokerage Firm's License#: E1001319982 t% Date: 6/3/2021 Broker's Name: Cindy Christensen Broker's License#: E1001319982 Address: 210 E Hyman, #202 Aspen, CO 81611 Ph: 9709205455 Fax: 9709205580 Email Address: Cindy.Christensen@cityofaspen.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: n/a Brokerage Firm's License#: Broker Date: Broker's License#: Address: n/a n/a, n/a n/a Ph: n/a Fax: n/a Email Address: CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) CTM eContracts - ©2020 MRI Software LLC -All Rights Reserved CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 20 of 20