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HomeMy WebLinkAboutresolution.council.026-26RESOLUTION 4026 (Series of 2026) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT TO PURCHASE PROPERTY LOCATED AT 209 AABC #L, ASPEN, COLORADO AND AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS AS NECESSARY TO COMPLETE THE PURCHASE. WHEREAS there has been submitted to the City Council a contract to purchase property located at 209 AABC #L, 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 Open Arms West LLC, for the property located 209 AABC #L, 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. RESOLVED, APPROVED, AND ADOPTED FINALLY b i Council of the City of Aspen on the 1 Ot' day of March 2026. hael E. Richards, N�.yor 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, March 10', 2026. . Nicole Henning, City perk Aspen Snowmass Sotheby�s International Realty Aspen Sotheby's sex Tarumianz 3nowniass INTEKNATioNAL RUO.LTY Ph: 970-925-6060 This form is the property of the Colorado Real Estate Commission. The printed portions of this form, except differentiated additions, have been approved and promulgated by the Commission for public use. All users are prohibited from modifying this form except as permitted by the Rules Regarding Real Estate Brokers, 4 CCR 7254-7.2. CBS1 Contract to Buy and Sell Real Estate (Residential) Adoption Date: August 5, 2025 Mandatory Use Date: January 1, 2026 1� �C THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND 1 TAX OR OTHER COUNSEL BEFORE SIGNING. 17 CONTRACT TO BUY AND SELL REAL ESTATE -1 eq 10 (RESIDENTIAL) 20 "1 Date: 21312026 22 23, 74 AGREEMENT �r 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 3[1 2. PARTIES AND PROPERTY. I 2.1. Buyer. City of Aspen (Buyer) will take title to the Property described below as 2 ❑ Joint Tenants ❑Tenants In Common IN Other 7 Bus 33 34 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions, 2.3. Seller. OPEN ARMS WEST LLC (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Pitkin, Colorado (insert legal description): Subdivision: LOFTS AT DEER HILL Unit: L 1,41 known as: 209 AABC, Unit L Aspen, CO 81611 42 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant ` thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 4 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the ti; following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers (including remote controls). If checked, the following are owned by the Seller and included: El Solar Panels C ❑ Water Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items E4 should be listed under § 2.5.8. (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. �7 2.5.2. Inclusions —Additional. If on the Property on the date of this Contract, whether attached CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 1 of 24 or not, the following items are included unless excluded under Exclusions: storm windows, storm doors, 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 f alarms, smoke/fire detectors and all keys. 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the Purchase Price: £c Seller will provide a List of Inclusions and Exclusions within 7 days of MEC. Ff ❑ If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for 7 additional personal property outside of this Contract. �£. 2.5.4. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty c` programs that may be purchased and may cover the repair or replacement of certain Inclusions. 70 r 1 2.5.5. Inclusions - Encumbered. Any Inclusions owned by Seller (e.g., owned solar panels) r� must be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and encumbrances, except: Buyer ❑ Will ❑ Will Not assume the debt and obligations on the Encumbered Inclusions subject to Buyer's ?� review under §10.6. (Encumbered Inclusion Documents) and Buyer's receipt of written approval by such 7f lessor before Closing. If Buyer does not receive such approval this Contract terminates. 'r 2.5.6. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. �t 2.5.7. Parking and Storage Facilities. The use or ownership of the following parking facilities: 01 One assigned parking space; and the use or ownership of the following storage facilities: o A. 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. 2.5.8. Leased Items. The following personal property is currently leased to Seller which will be F'c transferred to Buyer at Closing (Leased Items): �r Buyer ❑ Will ❑ Will Not assume Seller's debt and obligations under such leases for the Leased Items subject to Buyer's review under §10.6. (Leased Items Documents) and Buyer's receipt of written approval by such lessor before Closing. If Buyer does not receive such approval this Contract terminates. sc s1 ❑ 2.5.9. Solar Power Plan. If the box is checked, Seller has entered into a solar power purchase fl� agreement, regardless of the name or title, to authorize a third party to operate and maintain a photovoltaic g� system on the Property and provide electricity (Solar Power Plan) that will remain in effect after Closing. ga Buyer ❑ Will ❑ Will Not assume Seller's obligations under such Solar Power Plan subject to Buyer's review 5c under §10.6. (Solar Power Plan) and Buyer's receipt of written approval by the third party before Closing. If K Buyer does not receive such approval this Contract terminates. °' 2.6. Exclusions. The following items are excluded (Exclusions): s8 All Seller's personal possessions shall be excluded from the sale. and noted on the list of 94 goo inclusions/exclusions due to Buyer per Section 2.5.3. 101 2.7. Water Rights/Well Rights. 1 CIZ ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 100.1 Any deeded water rights will be conveyed by a good and sufficient deed at Closing. 1' ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ lac 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: 10� n 107/a ICS ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer 1 o4, understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" 11C used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership 111 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in 11= the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for 11' the well and pay the cost of registration. If no person will be providing a closing service in connection with the 11' transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is . 11` C3S1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 2 of 24 124 121 224 122 124 12C 0126 12 7 •128 13.2 13r 1'S •139 140 141 142 143 144 1454 1 46 14i 148 149 1 C:9 160 161 ❑ 2.7.4. Water Stock. The water stock to be transferred at Closing are as follows: Va 2.7.5. Conveyance, If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.7.6. Water Rights Review. Buyer has a Right to Terminate if examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 3. DATES, DEADLINES AND APPLICABILITY. 3.1. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 § 3 Time of Day Deadline 8.00PM MT 2 § 4 Alternative Earnest Money Deadline 3 Business days from MEC Title 3 § 8 Record Title Deadline (and Tax Certificate) 7 days from MEC 4 § 8 Record Title Objection Deadline 14 days from MEC 5 § 8 Off -Record Title Deadline 7 days from MEC 6 § 8 Off -Record Title Objection Deadline 14 days from MEC 7 § 8 Title Resolution Deadline 17 days from MEC 8 § 8 Third Party Right to Purchase/Approve Deadline Owners' Association 9 § 7 Association Documents Deadline 7 days from MEC 10 § 7 Association Documents Termination Deadline from MEC Seller's Disclosures E14days 11 § 10 Seller's Property Disclosure Deadline 7 days from MEC 12 § 10 Lead -Based Paint Disclosure Deadline 7 days from 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 CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 24 17 Irr ISC 1L� IL� ti 1 1 NC Imo; I $£, IS 19C 19 01 192 1G° 194 1GC 19£ IC1, ., I'Es 199 20C 2C1 24�s 20Z 20E 2a zOf� 20C" 21C Survey 25 § 9 New ILC or New Survey Deadline 26 § 9 New ILC or New Survey Objection Deadline 27 § 9 New ILC or New Survey Resolution Deadline Inspection and Due diligence 28 § 2 Water Rights Examination Deadline 29 § 8 Mineral Rights Examination Deadline 30 § 10 Inspection Termination Deadline 14 days from MEC 31 § 10 Inspection Objection Deadline 14 days from MEC 32 § 10 Inspection Resolution Deadline 17 days from MEC 33 § 10 Property Insurance Termination Deadline 14 days from MEC 34 § 10 Due Diligence Documents Delivery Deadline 7 days from MEC 35 § 10 Due Diligence Documents Objection Deadline 14 days from MEC 36 § 10 Due Diligence Documents Resolution Deadline 14 days from MEC 37 § 10 Conditional Sale Deadline 38 § 10 Lead�Based Paint Termination Deadline 17 days from MEC Closing and Possession 39 § 12 Closing Date 60 days from MEC 40 § 17 Possession Date At delivery of deed 41 § 17 Possession Time At delivery of deed 42 § 27 Acceptance Deadline Date 21612026 Friday 43 § 27 Acceptance Deadline Time 2:00 PM MT 44 2902 City Council Approval Termination Deadline 45 days from MEC 45 f91 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. 21� 3.2. Applicability of Terms. If any deadline in § 3.1. (Dates and Deadlines) is left blank or completed 21` with "N/A", or the word "Deleted," such deadline is not applicable and the corresponding provision containing 21£ the deadline is deleted. Any box checked in this Contract means the corresponding provision applies. If no "1 box is checked in a provision that contains a selection of "None", such provision means that "None" applies. 21 is 21� The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have �2C signed this Contract. The abbreviation "N/A" as used in this Contract means not applicable. 221 22� 3.3. Day; Computation of Period of Days; Deadlines. 220 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., 224 United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of 22� Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, 22€ Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day 227 specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank 228 or "N/A" the deadlines will expire at 11:59 p.m., United States Mountain Time. 229 3.3.2. Computation of Period of Days. In computing a period of days e. three days after 23C p Y p g P Y( g, Y 2�1 MEC), when the ending date is not specified, the first day is excluded and the last day is included. ,. 2�2 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday CBSl CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 4 of 24 23'(Holiday), such deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 23T 239 23 Q. 240 241 242 Z43 244 24r 246 247 248 24O 2ca fi�t** 4�L 261 2E Pr 267 �� �t 2t: 2'r2 2 2r7 278 279 2.0 291 282 �K1 294 28t: 20* 2., 288 289 4. PURCHASE PRICE AND TERMS. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: Item No. Reference Item Amount Amount 1 § 4.1. Purchase Price $ 1,525,000.00 2 § 4.3. Earnest Money $ 76,250.00 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 $ 1,448,750.00 10 Total $ 1,525,000.00 $ 1,525,000.00 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Good Funds, will be payable to and held by Title Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and deliver to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in "If Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default. 4.3.2.2. Buyer Failure to Timely Release Earnest Money, If Buyer fails to timely execute CBSl CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 24 and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 2g� 4.4. Form of Funds; Time of Payment; Available Funds. t°� 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including rat wire transfers, certified check, teller's check, cashier's check, and real-time or instant payment (Good Funds). 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by '•0 t Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. �.p. 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ® Does °.C4 ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount °0cu stated as Cash at Closing in § 4.1. 3G} 4.5. New Loan. (Omitted as inapplicable) 4.6. Assumption. (Omitted as inapplicable) 4.7. Seller or Private Financing. (Omitted as inapplicable) '� 10 TRANSACTION PROVISIONS 3tL 34t '•tt 5. FINANCING CONDITIONS AND OBLIGATIONS. ='�-` (Omitted as inapplicable) tk 5.3. Credit Information. (Omitted as inapplicable) .�� 5.4. Existing Loan Review. (Omitted as inapplicable) 31� 5.5. Buyer Representation of Principal Residence. Buyer represents that Buyer will occupy the 320 Property as Buyer's principal residence unless the following box is checked, then Buyer ❑ represents that 32t Buyer will NOT occupy the Property as Buyer's principal residence. 6. APPRAISAL PROVISIONS. 324 32c., 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified 32E appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 327 Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 32t4 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 32';• 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective 33G loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 3261 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 3K Buyer may, on or before Appraisal Objection Deadline: 334 33=, 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 33E4 is terminated; or 337 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a 33EA copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 339 Purchase Price (Lender Verification). '40 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before 341 Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 34` 4: or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 3 344 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such 34c., termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 34E. 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 347 purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to 348 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has 349 CB51 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 6 of 24 3RC been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal 3E.1 Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the 352 appraised value of the Property of not less than $n/a. The purchaser (Buyer) shall have the privilege and 3Er= option of proceeding with the consummation of this Contract without regard to the amount of the appraised 354 valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of 36Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the 33 Ek Property. The purchaser (Buyer) should satisfy himself/herself/themselves that the price and condition of the 35Property are acceptable. 358 359 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 36C.. purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 361 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 362 reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) 36" shall, however, have the privilege and option of proceeding with the consummation of this Contract without 364 regard to the amount of the reasonable value established by the Department of Veterans Affairs. 36E' 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 366 removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to 3 68the Property(e.g•, roof repair, repainting),be and those matters already agreed to by Seller in this Contract, 369 this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property Mc Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 371 the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 372 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 37: 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 374 timely paid by ® Buyer ❑ Seller. The cost of the Appraisal may include any and all fees paid to the 375 appraiser, appraisal management company, lender's agent or all three. 376 377 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more aro 379 Common Interest Communities and subject to one or more declarations (Association). 380 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 38.1 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 382 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 383 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 394 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND 386 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, 386 INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES 387 NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY 69 AND POSSIBLY SELL IT TO PAY THE DEBT, THE DECLARATION, BYLAWS AND RULES AND 90 389 REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE 391 PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF 392 THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY 393 WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 394 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ 3 9 s THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 396 THE ASSOCIATION. 397 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 396 Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller 399 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 400obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association on 021 Documents, regardless of who provides such documents. 4p3, 7.3. Association Documents. Association documents (Association Documents) consist of the 404 following: 406 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, 406 operating agreements, rules and regulations, party wall agreements and the Association's responsible 407 CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 24 4CLo governance policies adopted under § 38-33.3�209.5, C.R.S.; 40c� 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or a10 managers' meetings; such minutes include those provided under the most current annual disclosure required 41 1 under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the 41 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 411 minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 41c. 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 41E Disclosure, including, but not limited to, property, general liability, association director and officer professional 41 { liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 41Es additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 1C 7.3.4. A list by unit type of the Association's assessments, including both regular and special 42C assessments as disclosed in the Association's last Annual Disclosure; 421 42� 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's 42operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, 42z including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual ;_: L Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list of the 42E fees and charges (regardless of name or title of such fees or charges) that the Association's community 427 association manager or Association will charge in connection with the Closing including, but not limited to, 42E4 any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 42` update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record 43C Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 4.1 or workingcapital due at Closing and 6 reserve stud if an 7.3.4. and 7.3.5., collective) Financial 4�t p� g () Y, Y (§§ Y� 43' Documents); 4g, 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 4 - 38-33.3-303.51 C.R.S. within the past six months and the result of whether the Association approved or 4� disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's 43 7 obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; 4M4 Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or 43c limited common elements of the Association property. 440 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 441 Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination 44 442 Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole � 444 subjective discretion. Should Buyer receive the Association Documents after Association Documents 44� Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate 44f received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does 447 not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be 44et received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before 4 Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions 4`r., 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). 454 4C0 `8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 4 el _ 8.1. Evidence of Record Title. 4:. ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 4title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 4`F, 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 460 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 461 soon as practicable at or after Closing. 46r 462 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 464 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 4 `- Title Deadline, Buyer must furnish to Seller a current commitment for owner's title insurance policy (Title CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 8 of 24 ace, Commitment), in an amount equal to the Purchase Price. 4&i 4e7 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 46E5 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will ❑ Will Not contain 470 Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or 471 insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) 472 survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 472, of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and .74 unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be 47~cl paid by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other . 476 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 479 479 delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may 47e require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 4_80 Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, 4F,1 Resolution). 482 8.1.4. Title Documents, Title Documents consist of the following: (1) copies of any plats, 3 declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other 484 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 48,, 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, 4r copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 488 489 the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the 490 documents required in this Section will be at the expense of the party or parties obligated to pay for the 491 owner's title insurance policy. 492 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 492# covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title 494 Deadline. '�°C 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before 498 Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 499 Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title .oi. Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such H documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, Dui (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the �C`= Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this 507 § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to 506 Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all 09 documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to �10 11 Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition 1` of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. ,1 8.3. Off=Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or 1 other title matters not shown by public records, of which Seller has actual knowledge (Off -Record Matters). =17 This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to -`� Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title)), in Buyer's sole 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 CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 24 =4_ Closing or ten days after receipt by Buyer to review and object to such Off�Record Matter. If Seller receives 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 r�. Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline -�` specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not ��Cshown by public records of which Buyer has actual knowledge. �3t 8.4. Special Taxing and Metropolitan Districts. ACTIONS BY A SPECIAL TAXING OR METROPOLITAN DISTRICT PURSUANT TO ITS AUTHORITY TO ISSUE DEBT, IMPOSE MILL LEVIES, AND IMPOSE FEES, RATES, TOLLS, PENALTIES, OR OTHER CHARGES MAY INCREASE COSTS TO Cg` RESIDENTS LIVING IN THE SPECIAL TAXING OR METROPOLITAN DISTRICT, SPECIAL TAXING AND =,y METROPOLITAN DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS �.7 PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR 53G INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE um E4C CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH %W INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE 542 THE SPECIAL TAXING OR METROPOLITAN DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR 544 THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. The official .47 website for the Metropolitan District, if any, is: . �4E. 8.5. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property listing any 549 special taxing or metropolitan districts that affect the Property (Tax Certificate) must be delivered to Buyer on �`C or before Record Title Deadline. If the content of the Tax Certificate is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may terminate, on or before Record Title Objection Deadline. Should `c� Buyer receive the Tax Cer(ITIcate after Record Title 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 44 receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate CCC E.�� would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must `5 7 be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to Terminate within such `C: time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to =•5� Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from _.0 payi C, ng for the Tax Certificate, the Tax Certificate will be paid for by Seller. 561 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property L1 (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the third -party holder of such right exercises its right this Contract will terminate. If the third party's right to purchase is waived explicitly or cexpires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 56 7 E notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this EZ9 Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the _.; Property on or before the Record Title Deadline. E72 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole 57' subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § 6IP74 8.3. (Off -Record Title), § 8.5. (Tax Certificate) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to 575 object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the 577 following options. =77 578 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title 575 matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not =•80 agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's c.Z2 Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 10 of 24 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title Deadline or the Off�Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. (Off -Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 58 5Be, 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 490 subjective discretion. %wr 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 592 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, s9A set -back requirements, area, zoning, building code violations, unrecorded easements and claims of i:gc' easements, leases and other unrecorded agreements, water on or under the Property and various laws and 497 governmental regulations concerning land use, development and environmental matters. 598 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 8Q1 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, 802 GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 80' PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 6c:' 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 6� AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 809 COUNTY CLERK AND RECORDER. 310 8.8.3. OIL AND GAS ACTIVITY, OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 811 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 612 WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, 613 PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 1� FACILITIES. 8.8.4. ADDITIONAL INFORMATION, BUYER IS ENCOURAGED TO SEEK ADDITIONAL 1{' INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, �7 INCLUDING DRILLING PERMIT APPLICATIONS, THIS INFORMATION MAY BE AVAILABLE FROM THE 8'1 R 619 COLORADO OIL AND GAS CONSERVATION COMMISSION. 620 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 62,1 excepted, excluded from, or not covered by the owner's title insurance policy. 622 8.9. Mineral Rights Review. Buyer has a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline, 624 9. NEW ILC, NEW SURVEY, .626 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: t30 9.1.1. Ordering of New ILC or New Survey. ® Seller ❑ Buyer will order the New ILC or New '11 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, 632 certified and updated as of a date after the date of this Contract. 8? A 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on �8� 8� or before Closing, by: ® Seller ❑ Buyer or: 8UP 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or 624 r the provider of the opinion of title if an Abstract of Title) and Buyer's attorney will receive a New ILC or F, New Survey on or before New ILC or New Survey Deadline. �rj`` 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. CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 24 M 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a E42 04; New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller M 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. -F 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 C4=. Deadline, notwithstanding § 8.3. or § 13: ��.c 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is CREC1 MCterminated; or lc'Zi 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter c: that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer C4C'� requires Seller to correct. C`� 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received _`I by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not g= agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this `C'` 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 M � or before expiration of New ILC or New Survey Resolution Deadline). C'EL t-F 65 DISCLOSURE, INSPECTION AND DUE DILIGENCE E67 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND &a SOURCE OF WATER. 66.r., 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller C170 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 671 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date VEr_ 47of the Seller's Property Disclosure Deadline. g74 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller s7r must disclose, in writing, to Buyer any adverse material facts actually known by Seller as of the date of this E Contract. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must 677 timely disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new 87Em disclosure on the earlier of Closing or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property, Inclusions, and included Leased Items to Buyer in an "As Is" condition, " Where Is" and " With All Faults." =p�p 1 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right aUL OKto to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not L,gc limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 88€. mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service 687 to the Property (including utilities and communication services), systems and components of the Property SK (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or 684 (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the 690 Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 891 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify fig` 693 Seller in writing, pursuant to § 24.1that this Contract is terminated due to any unsatisfactory condition, ' 694 provided the Buyer did not previously deliver an Inspection Objection. Buyer's Right to Terminate under this 60C provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 89E 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 897 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. S90 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 12 of 24 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 7 cit i or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 0 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on Cor before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by executing an Earnest Money Release. 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 7! - 7Gwritten agreement between the parties, is responsible for payment for all inspections, tests, surveys, �_ engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that 1 C occurs to the Property, included Leased Items and Inclusions as a result of such Work. Buyer must not permit i,,, claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to �2 indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred i by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to F enforce this Section, including Seller's reasonable attorney fees, legal fees and expenses. The provisions of =' this Section survive the termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection Resolution. 10.5. Insurability. Buyer has the Right to Terminate under § 24.1. on or before Property Insurance $ Termination Deadline, based on, in Buyer's sole subjective discretion, any unsatisfactory provision of the = =y availability, terms and conditions and premium for property insurance (Property Insurance) on the Property. v 10.6. Due Diligence. 2__ 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents 2 and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or ., .ry ` before Due Diligence Documents Delivery Deadline. 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): I"L 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.8., Leased 7-2 °I Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information z`_ pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered pursuant to § 2.5.5. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. 10.6.1.4. Solar Power Plan. Copy of any Solar Power Plan not included in Leased Items t t,m C, (regardless of its name or title). 10.6.1.5. Septic Use Permit. If required by the local health department or other applicable government entity, on or before the local health department's applicable deadline, Seller must pay for and .-m furnish to Buyer a Septic Use Permit. `'' 10.6.1.6. Other Documents. Other documents and information: 7 44,tF, 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 747 object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or 6. are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 127 Objection Deadline: IJ 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of _i c.``_ 2, any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 7 ., 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection .a=, is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller 757 have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution CBSl CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 24 -`t Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline). r 10.6.2.4. Automatic Due Diligence Extension. If a Due Diligence Document is not delivered on or before the Due Diligence Documents Deadline, Buyer has until the earlier of Closing or ten 7T days after receipt by Buyer to review and object to such Due Diligence Document. If Buyer's right to review ;£, and object to such Due Diligence Document is extended due to such Due Diligence Document not being 7FE delivered on or before the Due Diligence Documents Deadline, the Due Diligence Document Resolution 7f r Deadline will also be extended to the earlier of Closing or fifteen days after Buyer's receipt of such Due 768 Diligence Document. 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of e, that certain property owned by Buyer and commonly known as . Buyer has the Right to Terminate under § r 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if r r, such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 77s does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 7f 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer r ❑ Does ® Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property. ® There is No Well. Buyer ❑ Does ❑ Does Not acknowledge receipt of a copy of the current well permit. 7 �0 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE ,sr_ "" DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER r 6` SUPPLIES. &s 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] ?t. 10.10. Lead -Based Paint. ?Fie 10.10.1. Lead -Based Paint Disclosure. Unless exempt, if the Property includes one or more { CO£ residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead -Based 7 6C Paint Disclosure (Sales) form on or before the Lead -Based Paint Disclosure Deadline. If Buyer does not �aL timely receive the Lead -Based Paint Disclosure, Buyer may waive the failure to timely receive the 79. Lead -Based Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under § 24.1. by Seller's 794 receipt of Buyer's Notice to Terminate on or before the expiration of the Lead -Based Paint Termination gc Deadline. 10.10.2. Lead -Based Paint Assessment, If Buyer elects to conduct or obtain a risk assessment er or inspection of the Property for the presence of Lead -Based Paint or Lead -Based Paint hazards, Buyer has 798 a Right to Terminate under § 24.1. by Seller's receipt of Buyer's Notice to Terminate on or before the 79C expiration of the Lead -Based Paint Termination Deadline. Buyer may elect to waive Buyer's right to 80C conduct or obtain a risk assessment or inspection of the Property for the presence of Lead -Based Paint or Lead -Based Paint hazards. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition of the Property relative to any Lead -Based Paint as satisfactory and Buyer waives any c n Right to Terminate under this provision. cuc 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater ,,a or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping ^107 purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has 8�0& an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a '01 location as required by the applicable building code. 0 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 1` such fact. No disclosure is required if the Property was remediated in accordance with state standards and ce 1 ° Mt f other requirements are fulfilled pursuant to § 25-180&102, C.R.S., Buyer further acknowledges that Buyer 1� has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been n .ar CBSI CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 14 of 24 sic, used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller's 817 81f receipt of Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on 8si0 Buyer's test results that indicate the Property has been contaminated with methamphetamine, but has not 820 been remediated to meet the standards established by rules of the State Board of Health promulgated 821 pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 922 10.13. Radon Disclosure. THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND 822 ENVIRONMENT STRONGLY RECOMMENDS THAT ALL HOME BUYERS HAVE AN INDOOR RADON 824 TEST PERFORMED BEFORE PURCHASING RESIDENTIAL REAL PROPERTY AND RECOMMENDS 82`' HAVING THE RADON LEVELS MITIGATED IF ELEVATED RADON CONCENTRATIONS ARE FOUND. 826 ELEVATED RADON CONCENTRATIONS CAN BE REDUCED BY A RADON MITIGATION 827 PROFESSIONAL. 821El RESIDENTIAL REAL PROPERTY MAY PRESENT EXPOSURE TO DANGEROUS LEVELS OF 829 830 INDOOR RADON GAS THAT MAY PLACE THE OCCUPANTS AT RISK OF DEVELOPING RADON- �I INDUCED LUNG CANCER. RADON, A CLASS A HUMAN CARCINOGEN, IS THE LEADING CAUSE OF $'2 LUNG CANCER IN NONSMOKERS AND THE SECOND LEADING CAUSE OF LUNG CANCER OVERALL. THE SELLER OF RESIDENTIAL REAL PROPERTY IS REQUIRED TO PROVIDE THE BUYER WITH ANY KNOWN INFORMATION ON RADON TEST RESULTS OF THE RESIDENTIAL REAL PROPERTY. ' AN ELECTRONIC COPY OF THE MOST RECENT BROCHURE PUBLISHED BY THE DEPARTMENT `''"' OF PUBLIC HEALTH AND ENVIRONMENT IN ACCORDANCE WITH C.R.S. §25-11-114(2)(A) THAT PROVIDES ADVICE ABOUT "RADON AND REAL ESTATE TRANSACTIONS IN COLORADO" IS m,� : lad AVAILABLE AT: HTTPS://CDPHE.COLORADO.GOV/RADON-AND-REAL-ESTATE. 341 g42. 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 343, 844 9450 Closing Provisions 947 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the 850 Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to ,351 Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer 852 acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required 853 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 9 55 4 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or `= before Closing. 12.2. Closing Instructions, Colorado Real Estate Commission's Closing Instructions ❑ Are ® Are Not executed with this Contract. 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller must s82 provide Buyer with the ability to access the Property (e.g. keys, access code, garage door opener). The hour Mr and place of Closing will be as designated by Title Compan864 y. 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent BBC; of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title ; companies). 867 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue g69 after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to 9 0' Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to 1 § 2.5.8. (Leased Items). S� 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 24 including the tender of any payment due at Closing, Seller must execute and deliver the following good and set sufficient deed to Buyer, at Closing: ® special warranty deed ❑ general warranty deed u77 ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed ❑ deed. Seller, provided E7t# another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, E7`" at Closing. suet Unless otherwise specified in § 30 (Additional Provisions), if title will be conveyed using a special E%S1 warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined K` in §38�30-113(5)(a), C.R.S. 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless otherwise agreed to in this Contract or by &ot Buyer in writing, any amounts owed on any liens or encumbrances against the Property or Inclusions, sm including any governmental liens for special improvements installed as of the date of Buyer's signature L hereon, whether assessed or not, and previous years' taxes, will be paid before Closing by Seller, at Closing Hto from the proceeds of this transaction, or from any other source. SHP '>94' 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND b91 WITHHOLDING. bs42 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all 8 94 other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan g9C specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this scw Section, the fees will be paid for by Seller. E97 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by °K ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ Other . 899 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, 90 v'Q� 1 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current C'f Status Letter1., if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 90 3 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must 9o4 be paid by Seller. 90oc 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ❑ Buyer ® Seller 90E ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. W 15.3.3. Reserves or Working Capital. Unless agreed to otherwise, all reserves or working 940E capital due (or other similar cost not addressed in § 16.2. (Association Assessments)) at Closing must be 909 .,10 paid by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 911 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will 912 be paid by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 91= 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ® Buyer ❑ Seller 914 ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 91 94 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be 1E paid when due by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. 917 9.18 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, g19 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 92C Closing by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. G21 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this 922 Contract, do not exceed $ for: 923 ❑ Water District/Municipality ❑ Water Stock 924 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ 942` 925 and must be paid at Closing by ElBuyer ❑ Seller ElOne-Half by Buyer and One -Half by Seller ® N/A. 927 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to 428 Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. ?29 15.9. FIRPTA and Colorado Withholding. ?, 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the 931 Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 16 of 24 93 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller ❑ IS a foreign person for purposes of U.S. income '= taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for 936 purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide 937 936 any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 93E authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 940 Seller's tax advisor to determine if withholding applies or if an exemption exists. 9401 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of 942 the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if 943 not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 944 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 944c Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to E'4'Edetermine if withholding applies or if an exemption exists. 947 948 949 16. PRORATIONS AND ASSOCIATION ASSESSMENTS, 9C10 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 9C1 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 952 general real estate taxes for the year of Closing, based on �'C ❑ Taxes for the Calendar Year Immediately Preceding Closing KI;d ® Most Recent Mill Levy and Most Recent Assessed or Actual Valuation per the county assessor, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption R' L or ❑ Other 16.1.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will 9, transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after g, lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. 9c1 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final. 9E� g„16.2. Association Assessments. Current regular Association assessments and dues (Association � Assessments) paid in advance will be credited to Seller at Closing. All Association Assessments accrued 9` before Closing must be paid by Seller and all Association Assessments accrued after Closing must be paid by Buyer. Cash reserves held out of the regular Association Assessments for deferred maintenance by the g Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 97o Any special assessment assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer 9741 ® Seller. Except however, any special assessment by the Association for improvements that have been 972 installed as of the date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seller represents there are no unpaid 974 regular or special assessments against the Property except the current regular assessments and 97�q. Association Assessments are subject to change as provided in the Governing Documents. 976 977 978 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession 979 Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. If the parties have executed a 980 Post -Closing Occupancy Agreement, such agreement will control Possession Date and Possession Time. 991 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction 982 and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 500 993 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession Time until 9C%4 possession is delivered. Additionally, Buyer may pursue a claim against Seller for any of Buyer's actual additional damages incurred by Buyer in excess of such amount. 9S7 HIS General Provisions 9C%9 CBSI CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 17 of 24 Vtf1 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; GO' C V` AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property and Inclusions will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 90C 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other a perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 9 EN paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before 1GG(' Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. t Go t Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at 1Gct Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from tGO IGc damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance 1Gc" policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance t GOf proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired IGG7 prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, I Gcs, if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written IGul agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's I Ca 16 sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total 1011 Purchase Price, plus the amount of any deductible that applies to the insurance claim. tG1` 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and tGI� communication services), system, component or fixture of the Property collective) Service e. heating or IG,14 ) Y p p Y( Y )( g, 9 101C plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is tG1E earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar IG17 size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 1G1E. such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds 1 G15received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not tG2c repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to tG21 Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at 1GIL Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase I Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive IG24 Closing. 1G2L- 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending IGZE 1G27 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly I UZa notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or t G2q, before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should IG3C, Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, 1G2.1 Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in 1 G32 the value of the Property or Inclusions. Such credit will not include relocation benefits or expenses or exceed IG32• the Purchase Price. l G34 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1c.3�. walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1 G36 complies with this Contract. tG'7 tC: tG35 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller IG4 acknowledge that their respective broker has advised that this Contract has important legal consequences IG41 and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel IG42 before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with t G42• their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and 1G44 (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be t Ga`- engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, IG46 including deadlines, that must be complied with. 1G47 Gat• `L: 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 18 of 24 lo�.c in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, IG51 including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed IG52 timely as provided in this Contract or waived, the non -defaulting party has the following remedies: lo.: 20.1. If Buyer is in Default: 105.4 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money 105E (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest I0 E I457 Money is not a penalty, and the parties agree the amount is fair and reasonable. Seller may recover such I o5e, additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full IO59 , force and effect and Seller has the right to specific performance or damages, or both. 20.1.2. Liquidated Damages, ApplicableThis is . § 20.1.2. applies unless the box in 20.1.1. 10161 checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to 1or;2 Seller and retained by Seller. It is agreed that the Earnest Money amount specified in § 4.1. is LIQUIDATED IQ$? DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided 1064 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations 106E of this Contract. Seller expressly waives the remedies of specific performance and additional onal damages. 1 M7 20.2. If Seller is in Default: 1068 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as Io69 canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may 107iC recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for 1Op, 7*1 failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this 10 Contract as being in full force and effect and Buyer has the right to specific performance or damages, or I073 both. 1074 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under IG7E this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, 1076 1077 failure to perform any replacements or repairs required under this Contract or failure to timely disclose any `IG78 known adverse material facts, Seller remains liable for any such failures to perform under this Contract after -1079 Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 108o survive Closing. 1081 1092 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 108' of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court 1094 must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 10$� expenses. 1086 1 D87 1088 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and the -1069 dispute is not resolved, the parties must first proceed, in good faith, to mediation before proceeding to 1o90 arbitration or litigation. Mediation is a process in which the parties meet with an impartial person who helps to 1G91 resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any 1092 mediated settlement is binding, the parties to the dispute must agree to the settlement, in writing. A party 1093 requesting mediation must deliver written notice requesting mediation to the other party as provided in § 26. 1094 The parties will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. 1095 The obligation to mediate, unless otherwise agreed, will terminate if the entire dispute is not resolved within 1096 thirty days of the date of written notice requesting mediation. Nothing in this Section prohibits either party 1097 from filing a lawsuit and recording a lis pendens affecting the Property, before or after the date of written 1099 notice requesting mediation. This Section will not alter any date in this Contract, unless otherwise agreed. 1100 1101 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 11a2 release the Earnest Money following receipt of written mutual instructions (e.g., Earnest Money Release 11063 form), signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money, Earnest 01104 Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective 14108, discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all 1106 parties and deposit Earnest Money into a court of competent jurisdiction (Earnest Money Holder is entitled to 16107 CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 19 of 24 11ec, recover court costs and reasonable attorney and legal fees incurred with such action); or (3) provide notice to 11C` Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim 11tt' (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty 1 i 11 days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the 11I` Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not 111: 1114 interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money 111E pursuant to the Order of the Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will 111f survive cancellation or termination of this Contract. 1117 11i{. 24, TERMINATION. 111` 24.1. Right to Terminate. If a party has a right to terminate as provided in this Contract (Right to Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 11`1 Terminate) , provided such written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the 11 ` Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate under such provision. Any Notice to Terminate delivered after the applicable deadline specified 11�z in the Contract is ineffective and does not terminate this Contract. 24.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1IH hereunder must be timely returned to Buyer and the parties are then relieved of all obligations hereunder, 112SI subject to §§ 10.4. and 21. 11'Q 11 � 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and 1 j ` specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 1 1 prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this 1 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 11;f enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by 11 we its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor 1 t:� to a party receives the predecessor's benefits and obligations of this Contract. 113�, 114 26. NOTICE, DELIVERY AND CHOICE OF LAW. 141 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, 1144 except as provided in 26.2. and 26.3 and is effective when physically received b such art an 114? p p § § p Y Y Y party, Y I14A individual named in this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of 114t Broker working with such party (except any notice or delivery after Closing must be received by the party, not 114f Broker or Brokerage Firm). 1147 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in t14Felectronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 114E such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 1 t cp,Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the 1 I electronic address of the recipient by facsimile, email or CTMe software transmittal. 11' 1 26.3. Electronic Delivery. Electronic Delivery of documents may be delivered by: (1) email at the 11 �� email address of the recipient, (2) a link or access to a website or server provided the recipient receives the t1« information necessary to access the documents, or (3) facsimile at the facsimile number (Fax No.) of the 11=k recipient. 1 t c7 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property located in Colorado. 1160 1161 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing by 1162t tt�: Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such t 1s4 acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If t 1 accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be CBSI CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 20 of 24 11 116st 1'170 1171 1172 117'� 1174 117C 117r 1189 1190 1191 119 !193 14194 11 °` 11 >� 197 119& �1 �199 1200 �12a1 120T 1202 �12C '12i; 4 121 1207 executed by each party, separately and when each party has executed a copy thereof, such copies taken together are deemed to be a full and complete contract between the parties. 23. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. 29. BUYER'S BROKERAGE FIRM COMPENSATION. Buyer's brokerage firm's compensation will be paid, at Closing, as follows: 029.1K /2% of the Purchase Price or $ by Seller. Buyer's brokerage firm is an intended third party beneficiary under this provision only. The amount paid by Seller under this provision is in addition to any other amounts Seller is paying on behalf of Buyer elsewhere in this Contract. ❑ 29.2. % of the Purchase Price or $ by Buyer pursuant to a separate agreement between Buyer and Buyer's brokerage firm. This amount may be modified between Buyer and Buyer's brokerage firm outside of this Contract. ❑ 29.3. % of the Purchase Price or $ by a separate agreement between Buyer's brokerage firm and Seller's brokerage firm. 30. 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`s International Realty. 29.1 - Re_gardin_g Section 2.2., This Contract is assignable. Buyer shall deliver to Seller written notice of Buyer's assignment of the Contract no later than seven La business days prior to Closing. 29.2 The Contract is contingent upon City Council approval of the Contract. The Buyer shall have until fort -five (45,J days after MAC to obtain Aspen City Council approval. In the event the Contract is approved by the Aspen City Council then Buyer shall provide written notice to Seller on or before forty-f, ive (45) days after MEC. if the Contract is not approved b�pen City Council or Buyer does not provide Seller written notice of the approval on or before forty-five (45) days after MEC then the Contract shall be considered terminated, and all '1 ���� earnest money shall be returned to the Buyer. 12G5 1210 1211 121= 31. OTHER DOCUMENTS. $1213 31.1. Documents Part of Contract. The following documents are a part of this Contract: 1214, ❑ 31.1.1. Post=Closing Occupancy Agreement. If the box is checked, the Post -Closing Occupancy '121` Agreement is a part of this Contract. 121 1217 '121 S 12191 1220 1221 31.2. Documents Not Part of Contract. The following documents have been provided but are not a 122L part of this Contract: i� CBSI CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 21 of 24 I22` 122E 1227 1 2Zl• 122C 123C 123'1 1222 Signatures 1233 1234 1235 1236 12 -'37 ye oxejlfl�p 0/� 1236 Date: 21312026 1235 Buyer: City of Aspen I240 By: Robert Schober, Authorized Signor 1241 1242 124' 1244 [NOTE: If this offer is being countered or rejected, do not sign this document.] 124c 1245 •} "1 ffc&r248 ZyC � e, Ima of e,le 1249 � Date: 21612026 125C Seller: OPEN ARMS WEST LLC 12C.1 By: Lydia McKenna, Manager 125.2 12C3 1254 12 c t 25E 1257 1258 END OF CONTRACT TO BUY AND SELL REAL ESTATE 1259 12�C 1261 BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE, 1262 126` A. Broker Working With Buyer 1264 1265 126E Broker ElDoes ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 12s7 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1me. already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 1265 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 127C Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1271 mutual instructions, provided the Earnest Money check has cleared. 127z 1270 Broker is working with Buyer as a ® Buyer's Agent ❑ Transaction=Broker in this transaction. 1274 1`��7`` ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship 127E with Seller. 1277 127Et 1274 Brokerage Firm's compensation or commission is to be paid as specified in §29 above. 128C 1281 This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT 12E,2� create any claim for compensation. Any compensation agreement between the brokerage firms must be CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 22 of 24 129° entered into separately and apart from this provision. 1264 "'` Brokerage Firm's Name: Aspen Snowmass Sotheby's International Realty 128f, LT Realty 1287 1286 Brokerage Firm's License #: EC100038598 1`8Vu, 1290 � � - 1291 - 1292 12K Date: 21312026 129A 129`5 Broker's Name: Lex Tarumianz 129f Broker's License #: FA100014565 12917 1298 Address: 415 East Hyman Avenue Aspen, CO 81611 129C, Phone No.: 970-925=6060 13A OQ 1w01 Fax No.: 1 t03 Email Address:lex.tarumianz@aspensnowmasssir.com [3.com 13�t34 13016 1s�7 1.Q Date: 2/6/2026 134 Broker's Name: Sarah Pegler 131.0 1311 Broker's License #: 1312 Brokerage Firm's Name: 11 Brokerage Firm's License #: .13'1 4 1.3Address: 1 � 1,. Ph: Fax: Email: I^13 I ^L� I ° 1 B. Broker Working with Seller °- Broker El 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 10 1264 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1327 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1328 132d9 mutual instructions, provided the Earnest Money check has cleared. 1.330 1.331 Broker is working with Seller as a ® Seller's Agent ❑ Transaction -Broker in this transaction. 1332 1333 ❑ Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship 1334 with Buyer. 1 K -7 Brokerage Firm's compensation or commission is to be paid by ® Seller ❑ Buyer ❑ Other . 1337 1 8%3g; 1339 This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT 134E create any claim for compensation. Any agreement to pay compensation must be entered into separately and CBSI CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 23 of 24 apart from this provision. t 34:. t34� 134; 13`0 1'•� 1 1352 13`3 1354 1 ? r.c 13S 13E AS, 1360 r 136: 1364 136Sm 13W 1 •u 7 Brokerage Firm's Name: SSC and Company LLC Brokerage Firm's License #: EC.100105291 Broker's Name: Hilary Sturr►pus Broker's License #: FA.100084718 Address: 305 S Galena St Aspen, CO 81611 Phone No.: (970) 379=4451 Fax No.: Email Address: hilary@sscandcompany.com CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) ('TM eContracts MRI Software LLC -All Rights Reserved CBS1 CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 24 of 24 Date: 2/6/2026