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HomeMy WebLinkAboutresolution.council.016-24RESOLUTION 4016 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT TO PURCHASE PROPERTY LOCATED AT 601 S W End St Unit 13, ASPEN, COLOR.ADO AND AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS VV�E-IEREAS, there has been submitted to the City Council a contract to purchase property located at 601 S W End St Unit 13, Aspen, Colorado, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract to Buy and Sell Real Estate by and between the City of Aspen and Jade Peak 2 LLC, For the property located 601 S W End St Unit 13, 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 23rd day of January 2024. 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, January 23rd, 2024. 11 12 14 Aspen Snowmass Sotheby s International Realty Aspen SothebYS hex Tarumianz Snowniass INT@RNAT�ONALRErLTY 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) AGREEMENT Date: 12/21/2023 20 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms i1 and conditions set forth in this contract (Contract). 22 23 2. PARTIES AND PROPERTY. 24 2.1. Buyer. City of Aspen (Buyer) will take title to the Property described below as ❑ Joint Tenants ❑ Tenants In Common ® Other TBD. ? 7 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in ZS Additional Provisions, 29 2.3. Seller, Jade Peak 2 LLC (Seller) is the current owner of the Property described below. 30 31 2.4. Property. The Property is the following legally described real estate in the County of 32 Pitkin, Colorado (insert legal description): 33 Subdivision. MIDLAND Unit: 13 34 known as: 601 S West End, UNIT 13 Aspen, CO 81611 35 36 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 37 thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded 38 (Property). 39 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 40Inclusions —Attached. If attached to the Property on the date of this Contract, the 41 following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and 42 air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting 43 blocks/jacks plants, mirrors, floor coverings, intercoms stems, built-in kitchen appliances, sprinkler systems ,� J , p g Y Pp p Y 45 and controls, built-in vacuum systems (including accessories) and garage door openers (including AU 46 remote controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels 47 ❑ Water Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items 4[8 should be listed under § 2.5.7. (Leased Items). If any additional items are attached to the Property after the 49 date of this Contract, such additional items are also included in the Purchase Price. 50 2.5.2. Inclusions —Not Attached. If on the Property, whether attached or not, on the date of this 51 Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, 5Z window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide J alarms, smoke/fire detectors and all keys. 56 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the Purchase Price: CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Pagel of 24 ov Seller(s) Initials: EZ Seller will provide a List of Inclusions and Exclusions within 7 days of MEC. 59 ❑ If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for 60 additional personal property outside of this Contract. Sol 32 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must 6`, be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate 34 taxes for the year of Closing), liens and encumbrances, except: 6C 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of 36 sale or other applicable legal instrument. �7 &8 ss 7o 71 72 73 7.4 74 7f R 78 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/Well Rights. ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 79 none 84 Any deeded water rights will be conveyed by a good and sufficient n&,,' deed at Closing. ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 82 20701., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: 93 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer 84 understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" 65 used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership 87 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in g$ the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for 39 the well and pay the cost of registration. If no person will be providing a closing service in connection with the 90 transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 92 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as 93 follows: 94 95 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights 96 Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such 97 rights to Buyer by executing the applicable legal instrument at Closing. 98 2.7.6. Water Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if 99 examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination 144 Deadline, 1 01 1G2 3. DATES, DEADLINES AND APPLICABILITY, 104 3.1. Dates and Deadlines. i OL 07 Item No. Reference Event Date or Deadline 1 § 3 Time of Day Deadline 3 Business Days After 2 § 4 Alternative Earnest Money Deadline MEC MENNEN Title 3 § 8 Record Title Deadline (and Tax Certificate) 7 Days After MEC 4 § 8 Record Title Objection Deadline 30 Days After MEC CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 2 of 24 Seller(s) Initials: I to, 117 118 119 120 121 122 12 124 .12` 126 127 128 129 130 131 132 133 134 135 136 137 138 '139 140 141 142 143 144 140 146 147 1I 149 150 151 152 153 154 155 62. 163 164 165 166 167 169 170 1r1 172. 173 CBS14E 5 § 8 Off -Record Title Deadline 7 Days After MEC 6 § 8 Off -Record Title Objection Deadline 30 Days After MEC 7 § 8 Title Resolution Deadline 32 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 30 Days After MEC Seller's Disclosures 11 § 10 Seller's Property Disclosure Deadline 7 Days After MEC 12 § 10 Lead -Based Paint Disclosure Deadline 7 Days After MEC 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 30 Days After MEC 31 § 10 Inspection Objection Deadline 30 Days After MEC 32 § 10 Inspection Resolution Deadline 32 Days After MEC 33 § 10 Property Insurance Termination Deadline 30 Days After MEC 34 § 10 Due Diligence Documents Delivery Deadline 7 Days After MEC 35 § 10 Due Diligence Documents Objection Deadline 30 Days After MEC 36 § 10 Due Diligence Documents Resolution Deadline 32 Days After MEC 37 § 10 Conditional Sale Deadline 38 § 10 Lead -Based Paint Termination Deadline -23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 3 of 24 Sellers) Initials: 17E 17f, 177 178 179 180 181 182 1 S� 184 1$S 1 M: 187 188 189 190 191 192 19' 194 195 196 Closing and Possession 39 § 12 Closing Date 45 Days After MEC 40 § 17 Possession Date At Delivery of Deed 41 § 17 Possession Time At Delivery of Deed 42 § 27 Acceptance Deadline Date 1212312023 Saturday 43 § 27 Acceptance Deadline Time 4:00 PM MST 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. 197 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have 198 signed this Contract. The abbreviation "N/A" as used in this Contract means not applicable. 199 200 3.3. Day; Computation of Period of Days; Deadlines, 201 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., 202 United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of 203 Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, 204 Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day 205 specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank 206 or "N/A" the deadlines will expire at 11:59 p.m., United States Mountain Time. 207 208 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after 209 MEC), when the ending date is not specified, the first day is excluded and the last day is included. 210 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday 211 (Holiday), such deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or 212 Holiday. Should neither box be checked, the deadline will not be extended. 218 214 4. PURCHASE PRICE AND TERMS. 21'5 216 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 217 follows: 218 219 228 221 222 223 224 225� 226 227 228 229 230 2?1 Item No. Reference Item Amount Amount 1 § 4.1. Purchase Price $ 1,091,125.00 2 § 4.3. Earnest Money $ 54,550.00 3 § 4.5. New Loan $ 4 § 4.6. Assumption Balance $ 5 § 4.7. Private Financing $ 6 § 4.7. Seller Financing $ 7 $ 8 $ 9 § 4.4. Cash at Closing $ 1,036,575.00 232 CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 4 of 24 ov Seller(s) Initials: 233 233 10 I I Total I $ 1,091,125.00 I $ 11091,125000 235 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ (Seller Concession). The Seller 236 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed 237 by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of 238 allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, 239 loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or 240 expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere 24'1 in this Contract. 242 4.3. Earnest Money.The Earnest Money set forth in this Section in the form of a Check or Wire, 243 v , 244 will be payable to and held by Land Title - Aspen (Earnest Money Holder), in its trust account, on behalf of 24r: both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the 2416 parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize 247 delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at 248 or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money 249 deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 258 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money 25.1 deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 252 252 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if 2� 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, 256 Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as 287 set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not 258 already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer 259 or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 0 days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 261 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an 262 Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, 268 written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 264 265 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute 266 and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and 7 liable to Buyer as set forth in "If Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the 268 Earnest Money due to a Buyer default. 2 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute 270 and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and 27a1 liable to Seller as set forth in "If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest 272 Money due to a Seller Default. 278 4.4. Form of Funds; Time of Payment; Available Funds. 215 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, 276 Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including 277 electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 278 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be 279 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by 288 Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT, 281 2K 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ® Does 283 ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 2,84 stated as Cash at Closing in § 4.1. 285 4.5. New Loan. (Omitted as inapplicable) 286 4.6. Assumption. (Omitted as inapplicable) 287 4.7. Seller or Private Financing. ng. (Omitted as inapplicable) 88 289 ?98 C3S1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 5 of 24 ay Seller(s) Initials: zu1 292 TRANSACTION PROVISIONS 2093 294 2 S 5. FINANCING CONDITIONS AND OBLIGATIONS. 29,E, (Omitted as inapplicable) 297 5.3. Credit Information. (Omitted as inapplicable) 293 5.4. Existing Loan Review. (Omitted as inapplicable) 299 300 6. APPRAISAL PROVISIONS. 3�1 302 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified 30%3 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 344 Value), The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 3o5 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 30fl, 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective 307 loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 303 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is 309 1310 less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 3.11 Buyer may, on or before Appraisal Objection Deadline: 312 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 313 is terminated; or 1 L 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a 31S copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 316 Purchase Price (Lender Verification). 317 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before 318 ine and if Buyer and Seller have not agreed in writing to a settlement thereof on 319 Appraisal Objection Deadl 324 or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 32.1 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such 322 termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 323 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 32� purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to 325 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has w been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal 32Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the 329 329 appraised value of the Property of not less than $. The purchaser (Buyer) shall have the privilege and option 330 of proceeding with the consummation of this Contract without regard to the amount of the appraised 33.1 valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of 3-32 Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the 333 Property. The purchaser (Buyer) should satisfy himself/herself/themselves that the price and condition of the 334 Property are acceptable. 335 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 336 purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 337 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 338 reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) 339 340 shall, however, have the privilege and option of proceeding with the consummation of this Contract without 341 regard to the amount of the reasonable value established by the Department of Veterans Affairs, 342 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 343: removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to 344 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, 343 this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property 346 Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 347 the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 348satisfaction of the Lender Property Requirements is waived in writing by Buyer. -�a CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 6 of 24 Seller(s) Initials: 34,C 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. 35° 35' 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more 356 Common Interest Communities and subject to one or more declarations (Association). 3 357 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 356 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 359 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 360 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 36 4 NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY i5 AND 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 7 PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF 369 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 172 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 378 Documents, regardless of who provides such documents. 379 330 7.3. Association Documents. Association documents (Association Documents) consist of the 381 following: 3&2 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, 38' operating agreements, rules and regulations, party wall agreements and the Association's responsible 3?A governance policies adopted under § 38-33.3-209.5, C.R.S.; 385 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 389 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 391 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 392 Disclosure, including, but not limited to, property, general liability, association director and officer professional 39' 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 396 assessments as disclosed in the Association's last Annual Disclosure; 397 397 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 402 fees and charges (regardless of name or title of such fees or charges) that the Association's community 403 association manager or Association will charge in connection with the Closing including, but not limited to, 404 any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 405 update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record 40,F Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 4o, CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 7 of 24 Seller(s) Initials: ���� or working capital due at Closing and (6) reserve study, if any (�§ 7.3.4. and 7.3.5., collectively, Financial ���' Documents); �1� 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 4�fi�1 ¢,�� 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or 4.1°� disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's ,�.�� 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 ��t�, limited common elements of the Association property. 4�17 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. ��� Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination �1� Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole ��� subjective discretion. Should Buyer receive the Association Documents after Association Documents 4�1 Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate ��` received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does �2� ��� not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be ��= received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before �; Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions �27 of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, ��� notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 4�5 ��� 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 431 8.1. Evidence of Record Title. 4a2 ��� ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record �.3� Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title 4� Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title �37 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. ¢��' ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 44o title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record �� Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title �� Commitment), in an amount equal to the Purchase Price. 443 4�4 If neither box in § 8.1.1. or � 8.1.2. is checked, § 8.1.1. applies. �.�� 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ®Will ❑Will Not contain �, 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) 44$ survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 4�� of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and 45�4 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 . 45� Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 4�� �� delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may 45� require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 4�, Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, 457 Resolution). 45�3 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, 45� declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other �� documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in ��1 the Title Commitment furnished to Buyer (collectively, Title Documents). �'� 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 46� 4� copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 46� the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the CBSl-6-23. CONTRACT TO BLJYAND SELL REAL ESTATE - Residential Page 8 of 24 Sellers) Initials: 46 1 documents required in this Section will be at the expense of the party or parties obligated to pay for the 46E4 owner's title insurance policy. 46r, 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 471 Deadline. 472 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment 47' and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before 474 Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 47r' Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in 476 Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not 4 47i 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 4,30 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 451 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 48�. Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this 45A § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to 45C Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all 4M, documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to 487Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition 498 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 Deadline, true 491 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 4'1'5 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 4913 by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title), in Buyer's sole 493 subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an �¢� Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of `401 Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives 502 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If LOt; Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline 50 specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not 507 shown by public records of which Buyer has actual knowledge. `08 8.4. Special Taxing and Metropolitan Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT 109 TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM `1 ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS 511 IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO $12. SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE F INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN 514 INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN 515 516 WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING 517 THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER 518 INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 515 RECORDER, OR THE COUNTY ASSESSOR. The official website for the Metropolitan District, if any, is. 52Q 521 8.5. Tax Certificate. A tax certificate paid for by ®Seller ❑Buyer, for the Property listing any 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 CBS1-6-23, CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 9 of 24 ov Seller(s) Initials: C sole subjective discretion, Buyer may terminate, on or before Record Title Objection Deadline. Should _.,. Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer's option, has the Right to 827 Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's �? receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate `'9 would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must `3be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to Terminate within such r31 time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to 7 ".� `32 Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from 34 paying for the Tax Certificate, the Tax Certificate will be paid for by Seller. 5 35 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property 5 36 (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a 5037 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 `4Go expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 541 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this 542 Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will 843 then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the J4� Property on or before the Record Title Deadline. 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole 47 subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § �.� 8.3. (Off -Record Title), § 8.5. (Tax Certificate) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to '49 object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the �-8t1 following options: es� 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title 33z matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not CCJ3 `'"'' agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on ``44 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 =87 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title J38 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. C5g (Off -Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or E.64 fifteen days after Buyer's receipt of the applicable documents; or 561 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 562 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 563 subjective discretion. 564 8.8. Title Advisory, The Title Documents affect the title, ownership and use of the Property and 563 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the 566 567 title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, ;a 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 J7o governmental regulations concerning land use, development and environmental matters. 871 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE, THE SURFACE ESTATE OF THE `72 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND `73 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, 1: GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE rw c�6 PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF 378 THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. ;79 8.8.2. SURFACE USE AGREEMENT, THE USE OF THE SURFACE ESTATE OF THE xso PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 881 AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE E•82 COUNTY CLERK AND RECORDER, CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 10 of 24 Seller(s) Initials: 5W* 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR �84 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 585 WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, Sw PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 587 87 FACILITIES. 38 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 5go INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 5g1 INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE 592 COLORADO OIL AND GAS CONSERVATION COMMISSION, 593 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 594 596 597 598 599 �4� 601 60r2 603 604 605 606 6157 3158 6D9 610 611 612 613 614 615 616 617 618 619 620 621 622 623 624 626 627 6�28 . 629 3 39 631 632 633 634 635 636 07 638 339 340 excepted, excluded from, or not covered by the owner's title insurance policy. 8.9. Mineral Rights Review. Buyer ❑ Does ❑ Does 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: ❑ Seller ❑ Buyer 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 Buyers 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 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter 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 CBS1-6-23. CONTRACT TO BLJYAND SELL REAL ESTATE - Residential Page 11 of 24 Sellers) Initials: aA l 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND 642 SOURCE OF WATER. 640 644 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 64�c, agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 64f, 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. 650 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 651 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 6521 653 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 654 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer 665 acknowledges that Seller is conveying the Property to Buyer in an "As Is" condition, " Where Is" and " With All 6% Faults:' 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 659 Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not 660 limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 662 mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service 62 to the Property (including utilities and communication services), systems and components of the Property 3CA heatin and plumbing), 4 an proposed or existing transportation project, ect road street or highway,or (e.g., g p g), () Y P P g p p j 666 (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the 66 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 668 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 67 _1 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 67 6 3 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 674 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 676 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 67 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 680 executing an Earnest Money Release, 610.4. Damage, Liens and Indemnity. Buyer, except as otherwi 3 se provided in this Contract or other written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 683 694 engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that 685 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 6g6 kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 6,37 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any Egg such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 6439 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 691 termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection 692 Resolution. �' 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance 694 Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and DUD 6,96 premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. 697 10.6. Due Diligence, 695 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents 7 CIO CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 12 of 24 Sellers) Initials: 70C and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or &7o before Due Diligence Documents Delivery Deadline: 7G2 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other 70: occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining 744 to the Property that survive Closing are as follows (Leases): 70S 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased 70, 707 Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information 708 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 (§ 29587., 710. Leased Items), 7,11 712 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are 713 encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the 714 evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due 716 Diligence Documents Delivery Deadline. Buyer El El Will Not assume the debt on the Encumbered 717 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: 723r 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 724 is terminated; or 72E, 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 732 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 7351 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 736 that certain property owned by Buyer and commonly known as . Buyer has the Right to Terminate under § 737 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 738 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 7483 Addendum disclosing the source of potable water for the Property. ® There is No Well. Buyer ❑ Does 744 744 ElDoes Not acknowledge receipt of a copy of the current well permit. 746 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 747 GROUND WATER, YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE 748 DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER 749 SUPPLIES. 750 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 731 10.10. Lead -Based Paint. 7S2 10.10.1. Lead -Based Paint Disclosure. Unless exempt, if the Property includes one or more 734 residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of 755 Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead -Based 75C. Paint Disclosure (Sales) form on or before the Lead -Based Paint Disclosure Deadline. If Buyer does not 7=;* timely receive the Lead -Based Paint Disclosure, Buyer may waive the failure to timely receive the C3S1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Seller(s) Initials: Residential Page 13 of 24 r 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 760 Deadline. 76#1 762 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 7r6E expiration of the Lead -Based Paint Termination Deadline. Buyer may elect to waive Buyer's right to 7r,e, 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 768 accepts the condition of the Property relative to any Lead -Based Paint as satisfactory and Buyer waives any 76' Right to Terminate under this provision. 770 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater 771 or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping 772 purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has 7743 774 an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a 775 location as required by the applicable building code. 776 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 777 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 773 such fact. No disclosure is required if the Property was remediated in accordance with state standards and 779 other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer 780 has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been 731 used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller's 733 783 receipt of Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on 7& Buyer' s test results that indicate the Property has been contaminated with methamphetamine, but has not 7cbeen remediated to meet the standards established by rules of the State Board of Health promulgated ` 7',-.._ pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. rc. 7B7 10.13. Radon Disclosure. THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND m ENVIRONMENT STRONGLY RECOMMENDS THAT ALL HOME BUYERS HAVE AN INDOOR RADON 789 TEST PERFORMED BEFORE PURCHASING RESIDENTIAL REAL PROPERTY AND RECOMMENDS 790 HAVING THE RADON LEVELS MITIGATED IF ELEVATED RADON CONCENTRATIONS ARE FOUND. 791 ELEVATED RADON CONCENTRATIONS CAN BE REDUCED BY A RADON MITIGATION 792 PROFESSIONAL. 793 RESIDENTIAL REAL PROPERTY MAY PRESENT EXPOSURE TO DANGEROUS LEVELS OF 795 795 INDOOR RADON GAS THAT MAY PLACE THE OCCUPANTS AT RISK OF DEVELOPING RADON- 796 INDUCED LUNG CANCER. RADON, A CLASS A HUMAN CARCINOGEN, IS THE LEADING CAUSE OF 797 LUNG CANCER IN NONSMOKERS AND THE SECOND LEADING CAUSE OF LUNG CANCER 798 OVERALL. THE SELLER OF RESIDENTIAL REAL PROPERTY IS REQUIRED TO PROVIDE THE BUYER 7ga WITH ANY KNOWN INFORMATION ON RADON TEST RESULTS OF THE RESIDENTIAL REAL soo PROPERTY. 302 3 41 s0 $a4 905 806 307 3W310 s0� Oil 812 813 314315 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-AND-REAL-ESTATE. 11. 12. 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 C3S1-6-23. CONTRACT TO BLTY AND SELL REAL ESTATE - Residential Page 14 of 24 Seller(s) Initials: d« Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer 81 818 acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required 819 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 820 additional information and documents required by Closing Company that will be necessary to complete this g21 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or 322 before Closing. 3 12.2. Closing Instructions, Colorado Real Estate Commission's Closing Instructions ❑ Are 824 ® Are Not executed with this Contract. °i� 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 826 date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to 827. deliver a set of keys for the Property to Buyer. The hour and place of Closing will be as designated by Land 829 Title - Aspen. 330 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 80 Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to 836 837 § 2.5.7. (Leased Items). 838 839 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 848 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 843 another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, 84 845 at Closing. Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special 846 847 warranty deed or a general warranty deed, title will be conveyed " subject to statutory exceptions" as defined M in §38-30-113(5)(a), C.R.S. 849 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 851 any governmental liens for special improvements installed as of the date of Buyer's signature hereon, 852 whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the 853 proceeds of this transaction or from any other source. 854 855 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 857 WITHHOLDING. 858 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 880 specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this 861 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 863 ®Buyer ❑Seller ❑One -Half by Buyer and One - Half by Seller El 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 867 Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: .868 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must 869 be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ WA. 870 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ® Buyer ❑ Seller Seal ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 872 8rs 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or F.i , CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 15 of 24 Sellers) Initials: ,.� working capital due at Closing must be paid by ® Buyer ❑ Seller s76 ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 877 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will $78 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 888 ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 881 882 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be 18y paid when due by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 894 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, 885 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 8E6 Closing by ® Buyer ❑ Seller ❑ One -Half by Buyer and OnemHalf by Seller ❑ N/A. S 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this 8M 88 889 Contract, do not exceed $ for: 890 ❑ Water Stock/Certificates ❑ Water District 891 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ 892 and must be paid at Closing by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 8933 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to 894 Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 895 15.9. FIRPTA and Colorado Withholding. ;. 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the 898 Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 899 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 ❑ IS a foreign person for purposes of U.S. income g81 taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for gat purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide 903 any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 984 authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 908 Seller's tax advisor to determine if withholding applies or if an exemption exists. 0 gay7 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of gab 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 9010 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 911 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 912 determine if withholding applies or if an exemption exists. 91' 914 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 915 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 1� g16 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 918 general real estate taxes for the year of Closing, based on 91g ElTaxes 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 92 2 16.1.2. Rents. Rents based on El Rents Actually Received El Accrued. At Closing, Seller will 923 transferor credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after 924 lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. 925 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and 927 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations gig are final. 929 16.2. Association Assessments. Current regular Association assessments and dues (Association 980 Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular 931 Association Assessments for deferred maintenance by the Association will not be credited to Seller except as g°2 CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 16 of 24 Seller(s) Initials: 933 may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated 934 to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment 9354 assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer ® Seller. Except 936 however, any special assessment by the Association for improvements that have been installed as of the 9ry� date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller 939 unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special 190 assessments against the Property except the current regular assessments and 94.1 Association Assessments are subject to change as provided in the Governing Documents, 9�2 943 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession 944 Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any 9415 Post�Closing Occupancy Agreement. w` 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 is in Default), for payment of $ 300 948 948 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. 951 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following 9,52 box is checked, then Buyer ® Does Not represent that Buyer will occupy the Property as Buyer's principal gS�% residence. 9�54 ❑ If the box is checked, Buyer and Seller agree to execute a Post -Closing Occupancy Agreement. 9% 957 958 959 968 961 962 30 364 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 E65 total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 96 paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to 967 repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before 968 Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. 969 Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at 970 Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from 971 damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance 973 policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance 974 proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired 97 prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, 976 if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written 9'r7 agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's 978 sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total 979 Purchase Price, plus the amount of any deductible that applies to the insurance claim. 980 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 991 communication services), system, component or fixture of the Property collective) Service e. heating or Y p p Y( Y )( g•, g 982 plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is 9�8 i3 984earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar 985, size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 9g6 such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds 987 received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 988 repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to 999 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 CBS1-6-23, CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 17 of 24 Sellers) Initials: 992 Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive t 9'9�� Closing. 994 10.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 99c condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 9% 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 998 Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, 999 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 1001 exceed the Purchase Price, 1 G0Z 1G02 13.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1004 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 140�, complies with this Contract. -1006 10.5. 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. 1003 1GG9 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 11012 1G13 before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with 1Oil 4 their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and 101� (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 1016 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, 1417 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 1020 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, 1021 including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed 1022 timely as provided in this Contract or waived, the non -defaulting party has the following remedies: •1023 .1024 20.1. If Buyer is in Default: 1025 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money 1026 (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest 1027 Money is not a penalty, and the Parties agree the amount is fair and reasonable. Seller may recover such 1025 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 203102, Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is 1031 11032 checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to 1033 Seller and retained by Seller. It is agreed that the Earnest Money amount specified in § 4.1. is LIQUIDATED •1034 DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided 1035 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations •143s of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 1037 20.2. If Seller is in Default: 1038 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as 1039 canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may 1040 recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for 1041 failure of Seller to timely deliver possession of the Property after Closing ng occurs, Buyer may elect to treat this 1043 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 1046 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 •1G43 known adverse material facts, Seller remains liable for any such failures to perform under this Contract after CBSI-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 18 of 24 Sellers) Initials: I p40 Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 10s1 survive Closing. 1052 10.4 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 1 US15, 105151 must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1057 expenses. %1 as8 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 1os1 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 1%2 cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must 4108n 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 1064 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, 1D68 before or after the date of written notice requesting mediation. This Section will not alter any date in this -1069 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 01075 release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) 1076 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 Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) 1 os0 1081 containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money 1082 Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In 1088 the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the ID84 time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the .10,8s Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or 1086 termination of this Contract. 1087 1088 24. TERMINATION. 1089 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to 1 o9a 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 1N3 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 1095 to Terminate under such provision. 1D96. 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 114Q -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 .1.10s 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 11o6 enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by 1106 its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor .1.107 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 24 Sellers) Initials: 1108 1109 26. NOTICE, DELIVERY AND CHOICE OF LAW. 1 -11 d 1111 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, 11-12 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 111 Brokerage Firm), 111 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in 1117 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 1118 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. 1121 1122 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 1,124 receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax 1125 No.) of the recipient. 1126 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 1134 1131 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in wrng, 11 32 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 1135 executed 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. 11' 1136 1139 1140 1141 �1 �4 1142 1 3 1144 114� 1141a 1147 1 *148 1149 1154 1151 1152 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith ADDITIONAL PROVISIONS AND ATTACHMENTS 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) The language contained in this section has not been approved by the Colorado Real Estate Commission. It was prepared by Aspen Snowmass Sotheby Ns International Realty. 1153 CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 20 of 24 Sellers) Initials: I.I M0 1'187 1168 30. OTHER DOCUMENTS, 1169 30.1. Documents Part of Contract. The following documents are a part of this Contract: 1170 30.1.1. Post -Closing Occupancy Agreement. If the Post -Closing Occupancy Agreement box is 1'171 checked in § 17 the Post -Closing Occupancy Agreement is a part of this Contract. 1'172 1'173 1'174 117` 1'176 1177 1'178 1'179 1180 1101 1182. 11K 1'186 1.187 1.198 1189 1190 1191 1'192 1 0193 1.194 1195 1'1 9f 1197 1'198 1199 �1200 '1201 1202 1203 1204 1205 •120£ 1207 1208 1209 1214 1211 •1212. 1213 1214 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: Signatures V1047f t� Date: 1212112023 Buyer: City of Aspen By: Scott Miller, Authorized Signor [NOTE: If this offer is being countered or rejected, do not sign this document.] /i��Iu� �i�• ��������j �t �; l�f�r�� �•�'��'�12/23/2023 Date. Seller: Jade Peak 2 LLC By: Christopher Warner, Authorized Signor 1215 1216 41.217 1218 A, 1219 END OF CONTRACT TO BUY AND SELL REAL ESTATE BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. Broker Working With Buyer 1224 Broker Li Does ®Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 1221 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1223 ` already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1� CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 21 of 24 al Sellers) Initials: �It2� 122� �1 t 27 'I �?E 'I 2�� 12�� �L3�1 9�3t '1 �33 '123� '1 �3� �123� 1�37 'I 2�3 iL�9 1�4� '12� 1 �t��t '1 ��� 1�4�4 1L�� I2� 1 ��#7 '� �� '1 �49 t2�� ���� 1��2 1 �S�s 9 25�4 '1 �S5 '12� '1257 '1258 '1259 9 2�4 126'1 1262 1�s � 2 .12�� �1 �� '126�. �12fiJ �1 �7� i��1 12'r 2 1�7' 1 �7�4 1��� '12�6 '1 '�7T �1 �78 �1273 t ��ra 9 281 �2�� Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a ❑Buyer's Agent ®transaction -Broker in this transaction. ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ®Listing Br®kerage Firm ❑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: Aspen Snowmass Sotheby�s International Realty Brokerage Firm's License #: EC100038598 Broker's Name: Lex Tarumianz Broker's License #: FA�000�4565 Address: 415 East Hyman Avenue Aspen, CO 896�1 Phone No.: 970-925-6060 Fax No.: Email Address: lex.tarumianz@aspensnowmasssir.com �fX P �� / Y +k�'V Broker's Name: Sarah Pegler Broker's License #: Brokerage Firm's Name: Brokerage Firm's License #: Address: Ph: Fax: Email: B. Broker Working with Seller Date: 12/21/2023 Date: 12/23/2023 Broker ❑Does ®Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Sellers) Initials: Residential Page 22 of 24 1293 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1284 mutual instructions, provided the Earnest Money check has cleared. 128u 'I 2m 1287 Broker is working with Seller as a ElSeller's Agent ® Transaction -Broker in this transaction. 1288 El1288 Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship 1290 with Buyer. 1291 1292 Brokerage Firm's compensation or commission is to be paid by ® Seller ❑ Buyer ❑ Other . 1293 1294 This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does 1295 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be 1296 entered into separately and apart from this provision. on. 1298 1299 1300 1301 1302 1303 1364 1305 1306 130t 1308 1309 1310 1311 1312 131'� 1314 131 131� 1317 1318 1319 1320 1321 1322 13t =' 1324 1323 1326 1327 1328 1329 1330 1331 1332 1333 1334 1335 133E 1337 1338 133s Brokerage Firm's Name: Aspen Snowmass Sotheby's International Realty Brokerage Firm's License #: EC100038598 Broker: Broker's License #: FA100014565 Address: 415 East Hyman Avenue Aspen, CO 81611 Phone No.: Fax No.: Email Address: lex.tarumianz@aspensnowmasssir.com Broker's Name: Sarah Pegler Broker's License #: Brokerage Firm's Name: Brokerage Firm's License #: Address: Phone No.: Fax No.: Email Address: 1340 CBS1-6-23. CONTRACT TO Bl1Y AND SELL REAL ESTATE (RESIDENTIAL) CBS1-6-23. CONTRACT TO BLJY AND SELL REAL ESTATE - Residential Page 23 of 24 Date: 12/21/2023 Date: 12/23/2023 Sellers) Initials: ,0A01 CTM eContracts - ©2024 MRI Software LLC - All Rights Reserved CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Seller(s) Initials: Residential Page 24 of 24