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HomeMy WebLinkAboutresolution.council.173-23RESOLUTION # 173 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT TO PURCHASE PROPERTY LOCATED AT 209 AABC #R, ASPEN, COLORADO AND AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS AS NECESSARY TO COMPLETE THE PURCHASE WHEREAS, there has been submitted to the City Council a contract to purchase property located at 209 AABC #R, Aspen, Colorado, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, TITREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLOR ADO That the City Council of the City of Aspen hereby approves that Contract to Buy and Sell Real Estate by and between the City of Aspen and Steven L Sand, for the property located 209 AABC #R, Aspen, Colorado, a copy of which is annexed hereto and incorporated herein and does hereby authorize the City Manager to execute such documents as necessary to complete the purchase. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 14th day of November 2023. 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, November 14th, 2023. Nicole Henning, City Clerk 1 2_ 3 4 5 6 7 a 9 14 11 2 2`5 2$ 7 Aspen Snowmass Sotheby s International Realty .Ashen SothebY S Lex Tarumianz Snowmass I INTERNATIONAL REALTY Ph: 970-925-6060 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-6-23) (Available 8-23, Mandatory 1-24) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Date: 10/26/2023 AGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 2. PARTIES AND PROPERTY. 2.1. Buyer. City of Aspen (Buyer) will take title to the Property described below as ❑ Joint Tenants ❑ Tenants In Common ® Other TBD, 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in ?� Additional Provisions. 30 3'1 32 33 3s 36 2.3. Seller. Ventnor 209 Owners LLC (Seller) is the current owner of the Property described below. 2.4. Property, The Property is the following legally described real estate in the County of Pitkin, Colorado (insert legal description): Subdivision: LOFTS AT DEER HILL Unit: R known as: 209 AABC, UNIT R Aspen, CO 81011 37 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded 39 (Property). 40 2.5. Inclusions, The Purchase Price includes the following items (Inclusions): 41 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the 42 following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and 44 air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting 4� blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 4E and controls, built-in vacuum systems (including accessories) and garage door openers (including any 47 remote controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels 4E, ❑ Water Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items 49 should be listed under § 2.5.7. (Leased Items). If any additional items are attached to the Property after the 50 date of this Contract, such additional items are also included in the Purchase Price. t 2.5.2. Inclusions — Not Attached. If on the Property, whether attached or not, on the date of this 52 Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, 5211 window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery 5c rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide SE alarms, smoke/fire detectors and all keys. _; 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also CBSI-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 1 of 23 Sellers) Initial�� s: 3-8 included in the Purchase Price: 59 Seller will provide a List of Inclusions and Exclusions within 7 days of MEC. 30 ❑ If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for i2 additional personal property outside of this Contract. ss i7 68 ! 59 70 Ti 72 7 ►' 74 7C 75. 77 (a 79 30 131 33' s3. 36 37 tGG 10'1 102 103 1 D4 105: 2.5.4. Encumbered Inclusions, Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and encumbrances, except: 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: those appurtenant to said Property; and the use or ownership of the following storage facilities: those appurtenant to said property Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate. 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer at Closing (Leased Items): 2.6. Exclusions. The following items are excluded (Exclusions): 2.7. Water Rights/VUell Rights. :12.7.1. Deeded Water Rights. The following legally described water rights: none Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is n/a. ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.7.6. Water Rights Review. Buyer ElDoes ® Does Not have a Right to Terminate if examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 3. DATES, DEADLINES AND APPLICABILITY. :3.1. Dates and Deadlines. �a'e 1aP 1 a` 11� Iti 1-12 �1ow, 11y 11� Reference CBSl-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 2 of 23 Sellers) Initial��% s: l ii 117 1 1 S. 41 •f 9. 120 1121 122 123: 124 125 12G 127. 128, 129 13� 12� 1 132. 133 134 135 136 137 138. 139 140 1 -1 144 14` 146 147 14U �170 17T1 17 17� CBS - 1-6-23, CONTRACT TO BUY AND SELL REAL ESTATE Residential Page 3 of 23 4 § 8 Record Title Objection Deadline 14 Days After MEC 5 § 8 Off -Record Title Deadline 7 Days After MEC 6 § 8 Off -Record Title Objection Deadline 14 Days After MEC 7 § 8 Title Resolution Deadline 16 Days After MEC 8 § 8 Third Party Right to Purchase/Approve Deadline Owners' Association 9 § 7 Association Documents Deadline 7 Days After MEC 10 § 7 Association Documents Termination Deadline 14 Days After MEC Seller's Disclosures 11 § 10 Seller's Property Disclosure Deadline 7 Days After MEC 12 § 10 Lead -Based Paint Disclosure Deadline Loan and Credit 13 § 5 New Loan Application Deadline 14 § 5 New Loan Terms Deadline 15 § 5 New Loan Availability Deadline 16 § 5 Buyer's Credit Information Deadline 17 § 5 Disapproval of Buyer's Credit Information Deadline 18 § 5 Existing Loan Deadline 19 § 5 Existing Loan Termination Deadline 20 § 5 Loan Transfer Approval Deadline 21 § 4 Seller or Private Financing Deadline Appraisal 22 § 6 Appraisal Deadline 23 § 6 Appraisal Objection Deadline 24 § 6 Appraisal Resolution Deadline Survey 25 § 9 New ILC or New Survey Deadline 26 § 9 New ILC or New Survey Objection Deadline 27 § 9 New ILC or New Survey Resolution Deadline Inspection and Due diligence 28 § 2 Water Rights Examination Deadline 29 § 8 Mineral Rights Examination Deadline 30 § 10 Inspection Termination Deadline 14 Days After MEC 31 § 10 Inspection Objection Deadline 14 Days After MEC 32 § 10 Inspection Resolution Deadline 16 Days After MEC 33 § 10 Property Insurance Termination Deadline 14 Days After MEC 34 § 10 Due Diligence Documents Delivery Deadline 7 Days After MEC 35 § 10 Due Diligence Documents Objection Deadline 14 Days After MEC 36 § 10 Due Diligence Documents Resolution Deadline 16 Days After MEC 37 § 10 Conditional Sale Deadline Sellers) Initials: �� ,175 176: '177 17& 179 180 181 '182 I 184 185 1W 187 '188 '189 190 191 192 - 6194 194 195 119E 197. 38 § 10 Lead -Based Paint Termination Deadline Closing and Possession 39 § 12 Closing Date 40 Days After MEC 40 § 17 Possession Date At Delivery of Deed 41 § 17 Possession Time At Delivery of Deed 42 § 27 Acceptance Deadline Date A1013012023 Monday 43 § 27 Acceptance Deadline Time 2:00 PM MDT 44 City Council Approval Termination Deadline 30 days from MEC 45 Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA insured or VA guaranteed loans. 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with "N/A", or the word "Deleted," such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of "None", such provision means that "None" applies. 198 199 The abbreviation NEC (mutual execution of this Contract) means the date upon which both parties have 200, signed this Contract. The abbreviation "N/A" as used in this Contract means not applicable. 201 3.3. Day; Computation of Period of Days; Deadlines. 2132, 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., 203 United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of 2(?� 04 Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, 205 Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day 207 specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank 208: or "N/A" the deadlines will expire at 11:59 p.m., United States Mountain Time. 209 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after 210 MEC), when the ending date is not specified, the first day is excluded and the last day is included. 211 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday 212 (Holiday), such deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or 21' Holiday. Should neither box be checked, the deadline will not be extended. 214 2015 2.1F 4. PURCHASE PRICE AND TERMS. 21: 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 218 follows: 219 22 r, 2t� 22:=: 22 2`= 221 22 22` 231 231 K/ 2 Item No. Reference Item Amount Amount 1 § 4.1. Purchase Price $ 71 J00,W 0000 00 2 § 4.3. Earnest Money $ 65,000.U0 3 § 4.5. New Loan $ 4 § 4.6. Assumption Balance $ 5 § 4.7. Private Financing $ 6 § 4.7. Seller Financing $ 7 $ 8 $ BSI-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Seller(s) Initials: Residential Page 4 of 23 233 23.E 235 236. 237 238 239 240 2�1 242 243 244 247 248 249 250' 25�1 2�2 253 254. 256 257 % 25s: 4 264 265 266 267 2s� 269 2?0 271 272 ^7 274 r)�c 2'77�^�T 2 278 2�9 280 281 K 2Ko 2810 4 281E 287 286 289 290 9 § 4.4. Cash at Closing $ 1,235,000.00 10 Total $ 1, 300, 000. 00 $ 1, 300, 000.00 4.2. Seller Concession, At Closing, Seller will credit to Buyer $ (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any. other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Check or Wire, will be payable to and held by Title Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in "If Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default. 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 4.4. Form of Funds; Time of Payment; Available Funds. 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ® Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 4.5. New Loan. (Omitted as inapplicable) 4.6. Assumption. (Omitted as inapplicable) 4.7. Seller or Private Financing. (Omitted as inapplicable) CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 5 of 23 Seller(s) Initial : �� s� Z!1'1 292, 293 294- 2 L 296 297 29s 390 34�1. 302, 3Cr2, 3C4 3C6 307 308 3� 310 3.11. �.1 �r 314. 3'15. 316 3.17 318 349 320 32•1 322. 323: 324 325 326 328. 329 330 331 332. 333 334 335 33 33; 33�, 3K 341^, 341 TRANSACTION PROVISIONS 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 5.3. Credit Information. (Omitted as inapplicable) 5Am Existing Loan Review. (Omitted as inapplicable) 6. APPRAISAL PROVISIONS. 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline: 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised value of the Property of not less than $. The purchaser (Buyer) shall have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy himself/herself/themselves that the price and condition of the Property are acceptable. 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 3$2 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to 34Z the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, WE this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property '34t Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the `' satisfaction of the Lender Property Requirements is waived in writing by Buyer. CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 6 of 23 Seller(s) Initial�� s: 350 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 351 timely paid by ® Buyer ❑ Seller. The cost of the Appraisal may include any and all fees paid to the 352 appraiser, appraisal management company, lender's agent or all three. 35PJ 35.4 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more 355 Common Interest Communities and subject to one or more declarations (Association). 35& 357. 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 358: COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 355. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 36o ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 361 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND 362 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, 363 INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES '364 NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY 36%JAND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND 366 REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE 367 PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF 368 THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION, PURCHASERS OF PROPERTY 370 WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 371 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION, PURCHASERS SHOULD CAREFULLY READ 372 THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 373 THE ASSOCIATION. 374 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 375' Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller 376 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 377 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association 376 Documents, regardless of who provides such documents. 379 390 7.3. Association Documents. Association documents (Association Documents) consist of the 361 following: 382 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, 393 operating agreements, rules and regulations, party wall agreements and the Association's responsible 364 governance policies adopted under § 38-33.3-209.5, C.R.S.; 38.E 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or 386 managers' meetings; such minutes include those provided under the most current annual disclosure required 387 under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the ma 339 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 390 minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 39.1 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 39z Disclosure, including, but not limited to, property, general liability, association director and officer professional 393 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 394 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 395 7.3.4. A list by unit type of the Association's assessments, including both regular and special 3se. assessments as disclosed in the Association's last Annual Disclosure; 397 398 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's 399 operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, 400 including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual 401 Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list of the 4c� fees and charges (regardless of name or title of such fees or charges) that the Association's community Yap association manager or Association will charge in connection with the Closing including, but not limited to, 4G�; any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 413L update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record 40� Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 407 CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 7 of 23 Sellers) Initial�� s: 408 or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3.5., collectively, Financial 0' Documents); 414 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 411 4,138-33.3-303.57 C.R.S. within the past six months and the result of whether the Association approved or 41� disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's 414 obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; 41 Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or 416 limited common elements of the Association property. 41� 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 418 Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination 419 Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole 42G subjective discretion. Should Buyer receive the Association Documents after Association Documents 421 Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate 422 42 received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does 424 not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be 425 received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before 426 Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions �42,r of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, 428 notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 429 430 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 431 8.1. Evidence of Record Title. 432 433' ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the -434 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 435 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title 436 Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 437 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 438 soon as practicable at or after Closing. 439 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 440 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 442 41Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title 443 Commitment), in an amount equal to the Purchase Price. 444 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 445 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will ❑ Will Not contain 446 Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or 447 insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) 4418 survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 449 of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and 450 unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be 451 paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other. 452* Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 450 45" delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, Resolution). 458 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, 45t' declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other 460 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 461 the Title Commitment furnished to Buyer (collectively, Title Documents). 4 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the C3S1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 8 of 23 Seller(s) Initials ��j : r documents required in this Section will be at the expense of the party or parties obligated to pay for the 467 owner's title insurance policy. 468 ,fig 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 470 covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title 47 ri Deadline. 472. 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment 73 and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before 4714 Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 475 Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in 477 Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not 478. received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 479 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 4-90 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 4E;,l documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, 482. (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the 48s Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this 484 § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to 485 Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all 486 documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to 487 Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition 49S of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 489 490 8.3. Off=Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadli ffne, true 403.1 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 492, easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or 493, other title matters not shown by public records, of which Seller has actual knowledge (Off -Record Matters). 494: This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has 49-5 the right to inspect the Property to investigate if any third party has any right in the Property not shown by 496 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to 497 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed -9 ' by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title), in Buyer's sole 4991 subjective discretion, must be received by Seller on or before Off=Record Title Objection Deadline. If an 5-00 Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives �a Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title 504; objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution), If (t5 Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline o6 specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not soi shown by public records of which Buyer has actual knowledge. L`0IS 8.4. Special Taxing and Metropolitan Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT "'0 TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM eta ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS - 1 IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE 513INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN 51 4 INCREASE IN MILL LEVIES, BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN 6016 WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING St17 THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER 518 INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND �19 RECORDER, OR THE COUNTY ASSESSOR. The official website for the Metropolitan District, if any, is. 524. 521 8.5. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property listing any `fin special taxing or metropolitan districts that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the content of the Tax Certificate is unsatisfactory to Buyer, in Buyer's CBSl-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 9 of 23 Sellers) Initial�� s: 525. sole subjective discretion, Buyer may terminate, on or before Record Title Objection Deadline. Should 52£ Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer's option, has the Right to 527 Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's 5213 receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate 529 would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must 530 be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to Terminate within such 53*1 time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to 532 Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from 533paying ng for the Tax Certificate, the Tax Certificate will be paid for by Seller. - 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property 536 (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a 537 third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly 538 submit this Contract according to the terms and conditions of such right. If the third -party holder of such right 539 exercises its right this Contract will terminate. If the third party's right to purchase is waived explicitly or 540 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 54� notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this 52 Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will 545 then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the ``45 545 Property on or before the Record Title Deadline. 546 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole 57 subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § w 8.3. (Off -Record Title), § 8.5. (Tax Certificate) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to 549 object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the 55� following options: J5� 8.7.1. Title Objection, Resolution, If Seller receives Buyer's written notice objecting to any title 552 matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not `7%0%X agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 55 5. the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's .55% Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 557 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 558 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. 559 (Off -Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or s6G fifteen days after Buyer's receipt of the applicable documents; or -`1 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 563 subjective discretion. 564 58.8. Title Advisory, The Title Documents affect the title, ownership and use of the Property and 85 566 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, unrecorded easements and claims of 569 easements, leases and other unrecorded agreements, water on or under the Property and various laws and s�t c governmental regulations concerning land use, development and environmental matters. 571 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 572 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 57' TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 574 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, 57E GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 57E PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF 577 578 THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 579 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE 58C PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 581 AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE ` t [�"I INTY f_I FRK AAIr1 RFr(1RI�FR CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 10 of 23 Seller(s) Initials: /�j( 8.8.3. OIL AND GAS ACTIVITY, OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 583 5134 565 587 598 5�9 iso 591 592 591 5C L- 59� 597' 59� 601 802 6o3 604 305 607 609 610 611 612 6.13�" 61-d 6-18 61B 617 61� 319 +32f 621 624 62 �2 629 6301 �t &3 63� 634 63E 63E 637 638 639 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS, THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION, 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or not covered by the owner's title insurance policy. 8.9. Mineral Rights Review. Buyer ElDoes ElDoes Not have a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 9. NEW ILC, NEW SURVEY. 9.1. New ILC or New Survey. If the box is checked, (1) ❑New Improvement Location Certificate New ILC); or, (2) ® New Survey in the form of Current Condominium Map; is required and the following will apply: 9.1.1. Ordering of New ILC or New Survey. ®Seller ❑Buyer will order the New ILC or New Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, certified and updated as of a date after the date of this Contract. 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before Closing, by: ElSeller ElBuyer or: 9.1.3. Delivery of New ILC or New Survey, Buyer, Seller, the issuer of the Title Commitment (or the provider of the opinion of title if an Abstract of Title) and BuVers attorney will receive a New ILC or New Survey on or before New ILC or New Survey Deadline, 9.1.4. Certification of New ILC or New Survey, The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13: 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or 93.2. New ILC or New Survey ObjectionDeliver to Seller a written description of any matt .. er that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). DISCLOSURE, INSPECTION AND DUE DILIGENCE CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 11 of 23 Seller(s) Initials: 1W 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND Q4L. 13431 SOURCE OF WATER. .4.. 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller s agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 646 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date 647 of this Contract. 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 649 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 651 4 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 6adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 6s 653 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 65 .after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer 65 acknowledges that Seller is conveying the Property to Buyer in an "As Is" condition, " Where Is" and " With All 656 Faults." 657 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 658. to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and 6591 Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 1 mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service to the Property (including utilities and communication services), systems and components of the Property . (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or 665 (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the 666 Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 667 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify 3 Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, 669. provided the Buyer did not previously deliver an Inspection Objection, Buyer's Right to Terminate under this 670 provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 671 10.3.2. 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. 673: bra 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 675 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 67r, or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 677 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on 678. or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and 679 the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 0 executing an Earnest Money Release, 681 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 682 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 6 engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that 66y occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 6w such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 6K Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 690 Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 69*1 termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection 6 Resolution. 692' 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance 613= Termination Deadline, ty, terms and conditions and ne, based on any unsatisfactory provision of the availabili 1C 696 premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. 697 10.6. Due Diligence. 6 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 12 of 23 Seller(s) Initials: ��%( 7W and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or 7o1 before Due Diligence Documents Delivery Deadline: `702� 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other M3 occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining 704 to the Property that survive Closing are as follows (Leases): 7GS 706 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased 0 Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information 7Gq, pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 709 Buyer ❑ Will ❑ Will Not assume the Seller's obligations under such leases for the Leased Items (§ 2.5.7., 71c, Leased Items). 711 712- 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are 71v encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the 7.14 evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due 715 Diligence Documents Delivery Deadline. Buyer ❑ Will ❑ Will Not assume the debt on the Encumbered 716 71.7 Inclusions (§ 2.5.4., Encumbered Inclusions). 718 10.6.1.4. Other Documents. Other documents and information: 719 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 720, object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or 721 are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 722, Objection Deadline: 7223 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 725 i `725 s terminated; or .726 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of 727 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 Objection 729 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller 730 have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 731 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 7Y2 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., 733 on or before expiration of Due Diligence Documents Resolution Deadline). 734 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 736that certain property owned by Buyer and commonly known as . Buyer has the Right to Terminate under § 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 38 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 739 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any 740 Right to Terminate under this provision. 741 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer 742- ❑ Does ® Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water 74`' Addendum disclosing the source of potable water for the Property. ® There is No Well. Buyer ❑ Does `7�44 ❑ 7Does Not acknowledge receipt of a copy of the current well permit. 7,,5 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 74 GROUND WATER, YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE 74= DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER 74c. SUPPLIES, 7 S 0 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 751 10.10. Lead -Based Paint. r"i 10.10.1. Lead -Based Paint Disclosure. Unless exempt, if the Property includes one or more 7WE? residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of 7� Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead -Based 756Paint Disclosure (Sales) form on or before the Lead -Based Paint Disclosure Deadline. If Buyer does not 7571 timely receive the Lead -Based Paint Disclosure, Buyer may waive the failure to timely receive the CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 13 of 23 Sellers) Initials:�� 758 Lead -Based Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under § 24.1. by Seller's 759 receipt of Buyer's Notice to Terminate on or before the expiration of the Lead -Based Paint Termination 734 Deadline. 7�1 761 10.10.2. Lead -Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment 763 or inspection of the Property for the presence of Lead -Based Paint or Lead -Based Paint hazards, Buyer has 764 a Right to Terminate under § 24.1. by Seller's receipt of Buyer's Notice to Terminate on or before the 765 expiration of the Lead -Based Paint Termination Deadline. Buyer may elect to waive Buyer's right to 766 conduct or obtain a risk assessment or inspection of the Property for the presence of Lead -Based Paint or 767 Lead -Based Paint hazards. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition of the Property relative to any Lead -Based Paint as satisfactory and Buyer waives any 739 Right to Terminate under this provision. 770 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater `71 or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping 72 purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has 73 �74 an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a 77. location as required by the applicable building code. 776, 777 tr8 77� 780 7CR I 732 783 1 78 736 7s7 788 739 791} 7�1 792 793,794 79 303 304 80 10.12. Methamphetamine Disclosure, If Seller knows that methamphetamine was ever manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller's receipt of Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test results that indicate the Property has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 10.13. Radon Disclosure, THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT STRONGLY RECOMMENDS THAT ALL HOME BUYERS HAVE AN INDOOR RADON TEST PERFORMED BEFORE PURCHASING RESIDENTIAL REAL PROPERTY AND RECOMMENDS HAVING THE RADON LEVELS MITIGATED IF ELEVATED RADON CONCENTRATIONS ARE FOUND, ELEVATED RADON CONCENTRATIONS CAN BE REDUCED BY A RADON MITIGATION PROFESSIONAL. RESIDENTIAL REAL PROPERTY MAY PRESENT EXPOSURE TO DANGEROUS LEVELS OF INDOOR RADON GAS THAT MAY PLACE THE OCCUPANTS AT RISK OF DEVELOPING RADON - INDUCED LUNG CANCER. RADON, A CLASS A HUMAN CARCINOGEN, IS THE LEADING CAUSE OF LUNG CANCER IN NONSMOKERS AND THE SECOND LEADING CAUSE OF LUNG CANCER OVERALL. THE SELLER OF RESIDENTIAL REAL PROPERTY IS REQUIRED TO PROVIDE THE BUYER WITH ANY KNOWN INFORMATION ON RADON TEST RESULTS OF THE RESIDENTIAL REAL PROPERTY. AN ELECTRONIC COPY OF THE MOST RECENT BROCHURE PUBLISHED BY THE DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT IN ACCORDANCE WITH C.R.S. §25-11-114(2)(A) THAT PROVIDES ADVICE ABOUT "RADON AND REAL ESTATE TRANSACTIONS IN COLORADO" IS AVAILABLE AT. HTTPS://CDPHE.COLORADO.GOV/RADON. 1 �1� TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] Closing Provisions CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 14 of 23 Sellers) Initials: �� 7 Buyer and Seller and their designees. If Buyer is obtaini 817 ng a loan to purchase the Property, Buyer 3� 818 acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required 319 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 824 additional information and documents required by Closing Company that will be necessary to complete this 874�1 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 823 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are 824 ® Are Not executed with this Contract. 825 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 827 date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to deliver a set of keys for the Property to Buyer. The hour and place of Closing will be as designated by Title 82p Company. 83� 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent 831 of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 832 companies). 833 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue 834 after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to <335 Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to a37 § 2.5.7. (Leased Items). 838 839 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 840 including the tender of any payment due at Closing, Seller must execute and deliver the following good and 841: sufficient deed to Buyer, at Closing: ® special warranty deed ❑ general warranty deed 842 ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed ❑ deed. Seller, provided 943 another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, $4 at Closing. B-46 Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special 847 warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined 848 in §38-30-113(5)(a), C.R.S. a49 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 850 owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including 951 any governmental liens for special improvements installed as of the date of Buyer's signature hereon, 85 whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the 8531 proceeds of this transaction or from any other source. &EA 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 856 857 WITHHOLDING. 056. 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all 859 other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan 860 specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this 36*1 Section, the fees will be paid for by Seller. 862 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by J6`" ®Buyer ❑Seller ❑One -Half by Buyer and One -Half by Seller ❑Other.864 . `, 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, 866 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 37c, 15.3.2. Record Change Fee, Any Record Change Fee must be paid by ® Buyer ❑ Seller 871 ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 872 872 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in ,87. advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 15 of 23 Sellers) Initials: �� s75 working capital due at Closing must be paid by ® Buyer ❑ Seller 876 ❑ One -Half by Buyer and One -Half by Seller ❑ WA. 8T 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will 378 be paid by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ N/A. 879 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ® Buyer ❑ Seller spa 880 ❑ One -Half by Buyer and One -Half by Seller El N/A. 682 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be 863 paid when due by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ WA. 884 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, WS payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 886 Closing by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 887 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this 666. Contract, do not exceed $ for: 6&9 ❑ Water Stock/Certificates ❑ Water District 69131 891 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ s92 and must be paid at Closing by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 893 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to $94 Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 6G` 15.9. FIRPTA and Colorado Withholding. 897 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the 899 Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not g99 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in goo this Section is checked, Seller represents that Seller ElIS a foreign person for purposes of U.S. income ,go1 taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for 902, purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide 90' any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 904 authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 905. Seller's tax advisor to determine if withholding applies or if an exemption exists. 190 s0� 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of 908 the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if 909 not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 9.10 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 91, Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 9912 determine if withholding applies or if an exemption exists. 9tOil 914 16, PRORATIONS AND ASSOCIATION ASSESSMENTS. 15 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 9-16 9116.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 9.1,6 general real estate taxes for the year of Closing, based on 9-19 ❑ Taxes for the Calendar Year Immediately Preceding Closing 920 ® Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying '921 seniors property tax exemption, qualifying disabled veteran exemption or ❑ Other S22 1601020 Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will 923 transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after `' lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. 92 16.1.3. Other Prorations. Water and sewer charges, propane, interest nterest on continuing loan and 92; 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations 928, are final. 929 16.2. Association Assessments. Current regular Association assessments and dues (Association 930 Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular 9301 Association Assessments for deferred maintenance by the Association will not be credited to Seller except as 1 Sellers) Initials: Xff 933 may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated 1. 934 to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment 935- assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer ® Seller. Except 936however, any special assessment by the Association for improvements that have been installed as of the 987 date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller 938 939 unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special 940 assessments against the Property except the current regular assessments and 94, Association Assessments are subject to change as provided in the Governing Documents. 943 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession W Date at Possession Time, subject to the Leases as set forth in § 100681 A and, if applicable, any '345' Post -Closing Occupancy Agreement. 946 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction �947 and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller i48 s in Default), for payment of $ 300 949 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession Time until 950 possession is delivered. 9.cr1 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following 952 box is checked, then Buyer ® Does Not represent that Buyer will occupy the Property as Buyer's principal 13�?• 951 95r- 95 957 '3S9 969 979 97'1 972 97� 97A ')75 ; )76 77 978 979 98a 981 983 984 W5 residence. ❑ If the box is checked, Buyer and Seller agree to execute a Post -Closing Occupancy Agreement. General Provisions 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or )lumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds �g7 received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 98� repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to 989 Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at 990 Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase rr CBSI-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 17 of 23 Sellers) Initials: /ff# 2 992 Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 993 Closing. 994- 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 995 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or 997 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in 1000 the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or 11041 exceed the Purchase Price. 11002 .1003, 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to ,1 GG4, walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions .1005 complies with this Contract. 1OD6 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty 1007 programs that may be purchased and may cover the repair or replacement of such Inclusions. 11008 IoG9 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1010 acknowledge that their respective broker has advised that this Contract has important legal consequences 1011 and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel 11}12. 110.13. before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with 1614 their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and 1g1 (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 90,16 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, IG17 including deadlines, that must be complied with. 1018. '1019 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 01028 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, 11ID.2 including Earnest Money, i 11s not paid, honored or tendered when due, or if any obligation is not performed 023 timely as provided in this Contract or waived, the non -defaulting party has the following remedies: I ,102d 20.1. If Buyer is in Default: 1102 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money 10,26 (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest 1 0127 Money is not a penalty, and the Parties agree the amount is fair and reasonable. Seller may recover such 71G28 additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full '1029 force and effect and Seller has the right to specific performance or damages, or both. 1030 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is 1a31 9212. checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to ,1� r Seller and retained by Seller. It is agreed that the Earnest Money amount specified in § 4.1. is LIQUIDATED .11?34 DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided ,1G3,,z in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations ,1{)3,6 of this Contract. Seller expressly waives the remedies of specific performance and additional damages. '1037 20.2. If Seller is in Default: 1938. 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as 1039 0'40 canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for 1Q41 104 2 failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this 1�° Contract as being in full force and effect and Buyer has the right to specific performance or damages, or 1044 both. 1045 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under 1G4f. this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, 1047 failure to perform any replacements or repairs required under this Contract or failure to timely disclose any 104CA known adverse material facts, Seller remains liable for any such failures to perform under this Contract after CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 18 of 23 Seller(s) Initials: : %1050 Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 105%1 survive Closing. 10452 1053 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 1054 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court 1055' must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1056 *1 057 . expenses. 105a 1059. 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not 1060 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the '1061 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 1062 cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must 11063 agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share 1064 equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the 1065 entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by 1066 one party to the other at that party's last known address (physical or electronic as provided in § 26). Nothing 1067 in this Section prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, 1068 .1060 before or after the date of written notice requesting mediation. This Section will not alter any date in this .1070 Contract, unless otherwise agreed. 1071 1072: 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1073 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. 1074 In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to 41075` release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) 41076- wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a 1077 court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable 1078 attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless 1079 Earnest MoneyHolder receives a co of the Summons and Complaint or Claim between Buyer and Seller 41 0U0 copy p ( Y ) s1 containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money 10 1081 Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In 1083 the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the '1084 time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the 1055 Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or 1OW termination of this Contract. 10s 1088, 24, TERMINATION, 1024.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to 90 109�0 1091 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1092: Terminate), provided such written notice was received on or before the applicable deadline specified in this 10g- Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the 1094 Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right logs& to Terminate under such provision. 10% 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received 1097 hereunder is timely returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. 1098 and 21. 1099 1.100 .1101 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS, This Contract, its exhibits and 1.102 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 1103 prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this 1,104 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 11oc, enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by 110C its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor 1107 to a party receives the predecessor's benefits and obligations of this Contract. CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 19 of 23 Sellers) Initials: ��%l 1108 1109 26, NOTICE, DELIVERY AND CHOICE OF LAW. 1110 111 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, 1 1- 11, except as provided in § 26.2. and is effective when physically received by such party, any individual named in 1113 this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working 1114 with such party (except any notice or delivery after Closing must be received by the party, not Broker or of 5- Brokerage Firm). 1116 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in 11,17 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 111's such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 1119 Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the 1120 electronic address of the recipient by facsimile, email or CTME Software. 112'1 121, 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email 1123 at the email address of the recipient, (2) a link or access to a website or server provided the recipient 1124 receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax 1125 No.) of the recipient. 1126t 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed 1127 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign 1128 a contract in Colorado for real property located in Colorado. 1129 1130 1-131 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, 1132 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 1133 acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1134 accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be 1135executed by each party, separately and when each party has executed a copy thereof, such copies taken 1136 together are deemed to be a full and complete contract between the parties. 1.137 1138 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1139 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1-140, -1141 Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey; 1142 and Property Disclosure, Inspection, Indemnity, Insurability Due Diligence and Source of Water. 1143 1144 ADDITIONAL PROVISIONS AND ATTACHMENTS 1145 1446 1W 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 1148 Colorado Real Estate Commission.) 1149 The lanauaae contained in this section has not been approved by the Colorado Real Estate 1150 Commission It was prepared by Aspen Snowmass Sotheby's International Realty. 11�1 115 11, 29 1 - Regarding Section 2.2. , This Contract is assignable. Buyer shall deliver to Seller written iis4 notice of Buyer's assignment of the Contract no later than seven (7) business days prior to i . 1557 Closing. 11 j 29.2 The Contract is contingent upon CitV Council approval of the Contract. The Buyer shall 1.158 have until thirty (3 2 days after MEC to obtain Aspen City/ Council approval. In the event the 1-159Contract is approved bar the Aspen City Council then Buyer shall provide written notice to 1160 1161 Seller on or before thirty (30) days after MEC. If the Contract is not approved by Aspen City 11 Council or Buyer does not provide Seller written notice of the approval on or before thirty 1163 (30) days after MEC then the Contract shall be considered terminated, and all earnest money 1164 shall be returned to the Buyer. CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 20 of 23 Sellers) Initials: X# rim t 167 1168; 1159 1'170 117�. 1173, 1174< 1175 1176 1177 t -173 1179 118r� 1181: 11$3 1184 11185 1186 1187 1'1as, 11� 1190,. 1191 1192. 1194 1195 1196 1197 1'198. 1'199 1200 1201 1202. 1203 1204 - 1205�, '12{IG '12�7 1298. 1209 1210 12611 29.3 Seller is a licensed real estate agent in the State of Colorado. 30. OTHER DOCUMENTS. 30.1. Documents Part of Contract. The following documents are a part of this Contract: 30.1 A m 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. 30.2. Documents Nofi Part of Contract. The following documents have been provided but are not a part of this Contract: Signatures Date: 10/26/2023 Buyer: City of Aspen By: Scott Miller, Authorized Signor [NOTE: If this offer is being countered or rejected, do not sign this document.] Date: Seller: Ventnor 209 Owners LLC 12-14 - 121 12'16 Sy: Mark Uhlfelder, Authorized Signor 0/26/2023 END OF CONTRACT TO BUY AND SELL REAL ESTATE 1217 BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. 1218 1219 A. Broker Working With Buyer 1.2iC 1271 Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if '1 1s, Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1.,. already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest CBS I-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 21 of 23 Sellers) Initials: R# 1225- Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1226. Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1227 mutual instructions, provided the Earnest Money check has cleared. 1228 '1729 Broker is working with Buyer as a ® Buyer's Agent ❑ Transaction -Broker in this transaction. 51230 1231 ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship 1232, with Seller. 1233 1234 1239.5._ Brokerage Firm's compensation or commission is to be paid by ® Listing Brokerage Firm ❑ Buyer 1236 ❑ Other . 01237 1238 This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does FI239 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be 1240 entered into separately and apart from this provision. 1241 1242 Brokerage Firm's Name: Aspen Snowmass Sotheby's International Realty 1243 1244 Brokerage Firm's License #: EC100038598 1245' 124E 1247' '1248 1249 Date: 1012612023 125 Broker's Name: Lex 7arumianz 1251 1252 Broker's License #: FA100014565 1253 .1.254 Address: 415 East Hyman Avenue Aspen, CO 81611 1255 Ph:970-925=6060 Fax: Email Address: lex.tarumianz@aspensnowmasssir.com 1256: 1257, . 1258 01259 %1260 l t�r ,�' 1281 Date: 1012612023 1262- Broker's Name: Sarah Pegler 126s 1264 Broker's License #: 4265 Brokerage Firm's Name: 1268 Brokerage Firm's License #: 126` I Address: 1268 .1268 Ph: Fax: Email: 1270 1271 127� 127 1274 B. Broker Working with Seller 127E 127:_ Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if -127i Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1278 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 1279 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1280 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1281 mutual instructions, provided �1 ��� the Earnest Money check has cleared. CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 22 of 23 Sellers) Initial�� s: 12283 1284 1285 1286 1287 1288 1289 129a 1291 1292 12�3 1294 1295 1296 1297 1298 1299 13Qn -t 3a1 t 3ti2 `1383 1304 1306 13Qr 1308 1309 131Q 1311 1312 131t 1314 1.315 131� Broker is working with Seller as a ® Seller's Agent ❑ Transaction -Broker in this transaction. ❑ Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ®Seller ❑ Buyer ❑ Other . This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm's Name: Brokerage Firm's License #: Broker's Name: Mark Uh/felder Broker's License #: E140007519 Address: AABC 210 #AA Aspen, CO 81611 Ph: Fax: Email Address: mark@uhlfelder.com CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) .TM eContracts - ©2022 MRI Software LLC All Rights Reserved CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 23 of 23 Date: 10/26/2023 Sellers) Initials: X6