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HomeMy WebLinkAboutR19-040 Authorizing the Resale of Miller Ranch Unit 120 Commissioner 5 -4--1J— moved adoption of the following resolution: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY RESOLUTION NO. 2019- oil) RESOLUTION AUTHORIZING THE RESALE OF MILLER RANCH UNIT 120 WILDCAT AND AUTHORIZING ANY COMMISSIONER TO SIGN CLOSING DOCUMENTS ASSOCIATED WITH THE SAME WHEREAS, on August 31, 2012,title to the Miller Ranch deed restricted single-family home with the address 120 Wildcat,Edwards, Colorado (the"Unit")was acquired by JP Morgan Chase Bank NA,through a public trustee foreclosure action; and WHEREAS,on April 26, 2019,the Eagle County Housing and Development Authority ("ECHDA")purchased the Unit from JP Morgan Chase Bank NA in order to reinstate the Deed Restriction Agreement for the Occupancy and Resale of Miller Ranch Housing recorded on October 24, 2003 at Reception 855028 of the records of the Clerk and Recorder of Eagle County, Colorado, and First Amendment thereto, recorded on December 7, 2004 at Reception 899894 of the records of the Clerk and Recorder of Eagle County, Colorado (collectively,the "Deed Restriction Agreement") and to reintroduce this single family home into the affordable-housing market for Eagle County residents; and WHEREAS,contemporaneous with this Resolution,the ECDHA is signing an Exclusive Right-To-Sell Listing Contract(the "Listing Agreement") authorizing the Valley Home Store to sell the Unit to a Qualified Buyer under the Deed Restriction Agreement at the price of$425,000, subject to the terms contained in the Listing Agreement; and WHEREAS,the ECHDA desires to delegate to the Eagle County Housing Director(the "Director") authority to negotiate certain terms to the form of purchase and sale agreement approved herein, and to authorize any commissioner of the ECHDA to execute documents that may be required at closing to complete the sale of the Unit, subject to prior review and approval by the Eagle County Attorney's Office. NOW,THEREFORE,BE IT RESOLVED BY THE COMMISSIONERS OF THE EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY: THAT,the ECHDA hereby specifically authorizes the Director to facilitate,through the Valley Home Store,the purchase and sale of the Unit, subject to the terms of the Listing Agreement, using the form of purchase and sale agreement attached hereto as Exhibit A(the "Contract to Buy and Sell Real Estate (Residential)"). THAT,the Director is specifically authorized to negotiate with any Qualified Buyer the following terms within the Contract to Buy and Sell Real Estate (Residential): 4. • Section 3,Dates, Deadline and Applicability; and • Section 10.7, Conditional Upon Sale of Property. THAT any commissioner of the ECHDA is hereby authorized to execute documents that may be required to close and complete the sale of the Unit, including the Contract to Buy and Sell Real Estate (Residential), subject to prior review and approval of said documents by the Eagle County Attorney's Office. THAT this Resolution is necessary for the health, safety and welfare of the people of Eagle County, Colorado. MOVED, READ AND ADOPTED by the Commissioners of the Eagle County Housing and Development Authority, at its regular meeting held this (6111day of31. 11- , 2019. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY BY: ' // �� BY: .,� iii4. ..ill' ( e, /4. athy handler-Henry, Corn ission* By: Matt Sche•, - •- missioner Commissioner CA XJLn- - —4 —seconded adoption of the foregoing resolution. The roll having been called,the vote was as follows: Commissioner McQueeney 4_1,, • Commissioner Chandler-Henry ,, Commissioner Scherr This Resolution passed by / o vote of the Commissioners of the Eagle County Housing and Development Authority. 2 The Valley Home Store 2 The 25 Mill Loft Street, Suite 200 Edwards, CO 81632 3 Valley Home Store imberly B. Williams kwilliams@valleyhomestore.org 5 Ph: 970-328-8773 Fax: 866-611-7237 6 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate 7 Commission. (CBS1-6-18) (Mandatory 1-19) 8 9 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 11 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 12 13 CONTRACT TO BUY AND SELL REAL ESTATE 14 15 (RESIDENTIAL) 16 17 Date: 7/1/2019 18 19 20 AGREEMENT 21 22 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the 23 24 terms and conditions set forth in this contract(Contract). 25 26 2. PARTIES AND PROPERTY. 27 2.1. Buyer. (Buyer)will take title to the Property described below as 28 29 ® Joint Tenants 0 Tenants In Common 0 Other n/a. 30 2.2. No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in 31 Additional Provisions. 32 2.3. Seller. Eagle County Housing and Development Authority(Seller) is the current owner of 33 34 the Property described below. 35 2.4. Property.The Property is the following legally described real estate in the County of Eagle 36 , Colorado: 3g Subdivision: MILLER RANCH FILING 2 Lot: 37 39 R854785 MAP 10-23-03 R854786 SIA 10-23-03 R856076 DEC 10-31-03 R888021 MAP 08-17-04 40 R200617674 WD 06-20-06 R200617675 DEC 07-05-06 42 known as No. 120 Wildcat, Edwards, CO 81632, 43 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 44 thereto and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded 45 (Property). 46 47 48 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 49 2.5.1. Inclusions -Attached. If attached to the Property on the date of this Contract, the 50 following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air 52 conditioning units, TV antennas, inside telephone, network and coaxial (cable)wiring and connecting 53 blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 54 and controls, built-in vacuum systems(including accessories) and garage door openers (including n/a remote 55 controls). If checked, the following are owned by the Seller and included (leased items should be listed under 56 57 Due Diligence Documents): 0 None 0 Solar Panels 0 Water Softeners 0 Security Systems 0 58 Satellite Systems (including satellite dishes). If any additional items are attached to the Property after the date 59 of this Contract, such additional items are also included in the Purchase Price. 60 2.5.2. Inclusions-Not Attached. If on the Property, whether attached or not, on the date of 62 62 this Contract, the following items are included unless excluded under Exclusions: storm windows, storm 63 doors,window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, 64 drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon 65 monoxide alarms, smoke/fire detectors and all keys. 66 CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 67 2.5.3. Personal Property -Conveyance.Any personal property must be conveyed at Closing by 68 Seller free and clear of all taxes (except personal property taxes for the year of Closing), liens and 69 encumbrances, except n/a. 70 71 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 72 2.5.4. Other Inclusions. The following items, whether fixtures or personal property, are also 73 included in the Purchase Price: refrigerator, range, garbage disposal, microwave, dishwasher 74 75 i If the box is checked, Buyer and Seller have concurrently entered into a separate 76 agreement for additional personal property outside of this Contract. 77 78 2.5.5. Parking and Storage Facilities. The use or ownership of the following parking 79 facilities: gravel parking area; and the use or ownership of the following storage facilities: 80 outdoor unheated storage closet. 81 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 82 83 investigate. 2.6. Exclusions.The following items are excluded (Exclusions):None 84 85 2.7. Water Rights/Well Rights. 86 0 2.7.1. Deeded Water Rights.The following legally described water rights: 87 88 None 89 Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 90 0 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in 91 92 §§2.7.1, 2.7.3 and 2.7.4, will be transferred to Buyer at Closing: None 93 0 2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. 94 Buyer understands that if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water 95 Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in 96 97 Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water 98 Resources in the Department of Natural Resources(Division), Buyer must complete a registration of existing 99 well form for the well and pay the cost of registration. If no person will be providing a closing service in loo connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The 101 102 Well Permit#is n/a. 103 0 2.7.4.Water Stock Certificates.The water stock certificates to be transferred at Closing are 104 as follows: none 105 2.7.5.Conveyance. If Buyer is to receive anyrights to waterpursuant to 2.7.2 (Other 106 Y Y 9 § 107 Rights Relating to Water), §2.7.3 (Well Rights), or§2.7.4 (Water Stock Certificates), Seller agrees to convey 108 such rights to Buyer by executing the applicable legal instrument at Closing. 109 110 11 3. DATES, DEADLINES AND APPLICABILITY. 112 3.1 Dates and Deadlines. 113 114 Item No. Reference Event Date or Deadline 115 116 1 §4.3 Alternative Earnest Money Deadline None 117 Title 118 2 §8.1, § 8.4 Record Title Deadline 7/11/2019 Thursday 119 120 3 §8.2, § 8.4 Record Title Objection Deadline 7/18/2019 Thursday 121 4 §8.3 Off-Record Title Deadline 7/11/2019 Thursday 122 123 5 §8.3 Off-Record Title Objection Deadline 7/18/2019 Thursday 124 6 §8.5 Title Resolution Deadline 7/19/2019 Friday 125 7 §8.6 Right of First Refusal Deadline None 126 127 Owners'Association 128 8 §7.2 Association Documents Deadline None 129 130 9 §7.4 Association Documents Termination Deadline None 131 Seller's Disclosures 132 10 §10.1 Seller's Property Disclosure Deadline 7/11/2019 Thursday CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 2 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 133 ii I §10.10 Lead-Based Paint Disclosure Deadline None I 134 Loan and Credit 135 136 12 §5.1 New Loan Application Deadline None 137 13 §5.2 New Loan Termination Deadline 7/25/2019 Thursday 138 139 14 §5.3 Buyer's Credit Information Deadline None 140 15 §5.3 Disapproval of Buyers Credit Information None 141 Deadline 142 143 16 §5.4 Existing Loan Deadline None 144 17 §5.4 Existing Loan Termination Deadline None 145 18 §5.4 Loan Transfer Approval Deadline None 146 147 19 §4.7 Seller or Private Financing Deadline None 148 Appraisal 149 150 20 §6.2 Appraisal Deadline None 151 21 §6.2 Appraisal Objection Deadline None 152 22 §6.2 Appraisal Resolution Deadline None 153 154 Survey 155 23 §9.1 New ILC or New Survey Deadline None 156 24 §9.3 New ILC or New Survey Objection Deadline None 157 158 25 §9.3 New ILC or New Survey Resolution Deadline None 159 Inspection and Due Diligence 160 161 26 §10.3 InspectionObjection Ob ection Deadline 7/16/2019 Tuesday 162 27 §10.3 Inspection Termination Deadline 7/16/2019 Tuesday 163 28 §10.3 Inspection Resolution Deadline 7/18/2019 Thursday 164 165 29 §10.5 Property Insurance Termination Deadline None 166 30 §10.6 Due Diligence Documents Delivery Deadline None 167 168 31 §10.6 Due Diligence Documents Objection Deadline None 169 Due Diligence Documents Resolution 170 32 §10.6 Deadline None 171 1722 33 §10.7 Conditional Sale Deadline None 173 34 §10.10 Lead-Based Paint Termination Deadline None 174 Closing and Possession 175 176 35 §12.3 Closing Date 7/31/2019 Wednesday 177 Upon a successful 178 36 §17 Possession Date 179 closing 180 37 §17 Possession Time 181 38 §28 Acceptance Deadline Date 182 39 §28 Acceptance Deadline Time None 183 184 40 n/a 185 41 n/a n/a None 186 187 188 Note: If FHA or VA loan boxes are checked in §4.5.3 (Loan Limitations), the Appraisal deadlines DO NOT 189 apply to FHA insured or VA guaranteed loans. 190 191 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision 192 193 applies. If any deadline blank in§ 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation 194 "N/A", or the word"Deleted,"such deadline is not applicable and the corresponding provision containing the 195 deadline is deleted. If no box is checked in a provision that contains a selection of"None", such provision 196 means that"None"applies. 197 198 CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 3 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 199 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have 200 signed this Contract. 201 202 203 4. PURCHASE PRICE AND TERMS. 204 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 205 follows: 206 207 208 Item No. Reference Item Amount Amount 209 1 § 4.1 Purchase Price $425,000.00 210 2 § 4.3 Earnest Money $4,250.00 211 212 3 § 4.5 New Loan $340,000.00 213 4 § 4.6 Assumption Balance 214 215 5 § 4.7 Private Financing 216 6 § 4.7 Seller Financing 217 7 n/a n/a 218 219 8 n/a n/a 220 9 § 4.4 Cash at Closing $80,750.00 221 222 10 TOTAL $425,000.00 $425,000.00 223 224 4.2. Seller Concession.At Closing, Seller will credit to Buyer$ None(Seller Concession). The 225 226 Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is 227 allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. 228 Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's 229 closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, 230 231 expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 232 elsewhere in this Contract. 233 4.3. Earnest Money.The Earnest Money set forth in this Section, in the form of a good funds, 234 will be payable to and held by Title Company(Earnest Money Holder), in its trust account, on behalf of both 235 236 Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties 237 mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of 238 the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before 239 Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits 240 241 transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller 242 and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 243 Money Holder in this transaction will be transferred to such fund. 244 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 245 246 Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money 247 Deadline. 248 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely 249 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is 250 251 terminated as set forth in §25 and, except as provided in§24 (Earnest Money Dispute), if the Earnest Money 252 has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to 253 Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within 254 three days of Seller's receipt of such form. 255 256 4.4. Form of Funds; Time of Payment; Available Funds. 257 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan 258 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 259 including electronic transfer funds, certified check, savings and loan teller's check and cashier's check(Good 260 261 Funds). 262 4.4.2. Time of Payment;Available Funds.All funds, including the Purchase Price to be 263 paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 264 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 4 of 21 Initials EXHIBIT A CTMeContracts corn-©2019 CTM Software Corp. 265 represents that Buyer, as of the date of this Contract, 0 Does 0 Does Not have funds that are immediately 266 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 267 4.5. New Loan. 268 269 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2 (Seller 270 Concession), if applicable, must timely pay Buyer's loan costs, loan discount points, prepaid items and loan 271 origination fees as required by lender. 272 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing 273 274 appropriate and acceptable to Buyer, including a different loan than initially sought, except as restricted in § 275 4.5.3 (Loan Limitations)or § 30 (Additional Provisions). 276 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following 277 types of loans: ®Conventional 0 FHA 0 VA 0 Bond 0 Other n/a. 278 YP 279 4.5.4. Loan Estimate—Monthly Payment and Loan Costs. Buyer is advised to review 280 the terms, conditions and costs of Buyer's New Loan carefully. If Buyer is applying for a residential loan, the 281 lender generally must provide Buyer with a Loan Estimate within three days after Buyer completes a loan 282 application. Buyer also should obtain an estimate of the amount of Buyer's monthly mortgage payment. 283 284 4.6. Assumption. (Omitted as inapplicable) 285 286 4.7. Seller or Private Financing. (Omitted as inapplicable) 287 288 289 TRANSACTION PROVISIONS 290 291 5. FINANCING CONDITIONS AND OBLIGATIONS. 292 5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or 293 more new loans (New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such 294 lender, must make an application verifiable by such lender, on or before New Loan Application Deadline and 295 296 exercise reasonable efforts to obtain such loan or approval. 297 5.2. New Loan Review. If Buyer is to pay all or part of the Purchase Price with a New Loan, this 298 Contract is conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is 299 satisfactory to Buyer, including its availability, payments, interest rate, terms, conditions and cost. This 300 301 condition is for the sole benefit of Buyer. Buyer has the Right to Terminate under§25.1, on or before New 302 Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer's sole subjective discretion. 303 Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised 304 Value (defined below) or the Lender Requirements(defined below). IF SELLER IS NOT IN DEFAULT AND 305 306 DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY 307 WILL BE NONREFUNDABLE,except as otherwise provided in this Contract(e.g.,Appraisal, Title, Survey). 308 5.3. Credit Information and Buyer's New Senior Loan.(Omitted as inapplicable) 309 310 5.4. Existing Loan Review. (Omitted as inapplicable) 311 312 313 6. APPRAISAL PROVISIONS. 314 6.1.Appraisal Definition.An "Appraisal" is an opinion of value prepared by a licensed or certified 315 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value(Appraised 316 317 Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 318 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 319 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective azo loan type set forth in 4.5.3, or if a cash transaction (i.e. no financing), 321 YP § §6.2.1 applies. 322 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value 323 is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 324 Buyer may, on or before Appraisal Objection Deadline: 325 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1, that this 326 327 Contract is terminated; or 328 6.2.1.2.Appraisal Objection. Deliver to Seller a written objection accompanied by 329 either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 330 Purchase Price (Lender Verification). CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 5 of 21 Initials EXHIBIT A • CTMeContracts.com-©2019 CTM Software Corp. 331 6.2.1.3.Appraisal Resolution. If an Appraisal Objection is received by Seller, on or 332 before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 333 thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 334 335 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, 336 i.e., on or before expiration of Appraisal Resolution Deadline. 337 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 338 the purchaser(Buyer) shall not be obligated to complete the purchase of the Property described herein or to 339 340 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser(Buyer) has been 341 given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing 342 Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised 343 value of the Property of not less than$ n/a. The purchaser(Buyer) shall have the privilege and option of 344 345 proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. 346 The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and 347 Urban Development will insure. HUD does not warrant the value nor the condition of the Property. The 348 purchaser(Buyer) should satisfy himself/herself that the price and condition of the Property are acceptable. 349 350 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 351 the purchaser(Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 352 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 353 reasonable value of the Property established by the Department of Veterans Affairs. The purchaser(Buyer) 354 355 shall, however, have the privilege and option of proceeding with the consummation of this Contract without 356 regard to the amount of the reasonable value established by the Department of Veterans Affairs. 357 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 358 removals or repairs, including any specified in the Appraisal (Lender Requirements)to be made to the Property 359 360 (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract 361 terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless 362 prior to termination: (1)the parties enter into a written agreement to satisfy the Lender Requirements; (2)the 363 Lender Requirements have been completed; or(3)the satisfaction of the Lender Requirements is waived in 364 365 writing by Buyer. 366 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 367 timely paid by®Buyer ❑Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, 368 appraisal management company, lender's agent or all three. 369 370 371 7. OWNERS'ASSOCIATION. This Section is applicable if the Property is located within a Common 372 Interest Community and subject to the declaration (Association). 373 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A 374 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 375 376 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 377 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 378 REGULATIONS OF THE ASSOCIATION.THE DECLARATION, BYLAWS AND RULES AND REGULATIONS 379 WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN 380 381 OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE 382 ASSESSMENTS,THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL 383 IT TO PAY THE DEBT.THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE 384 COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN 386 ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND 387 THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON 388 INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE 389 ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY 39� AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 392 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 393 Documents(defined below), at Seller's expense, on or before Association Documents Deadline. Seller 394 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 395 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, 396 CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 6 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 397 regardless of who provides such documents. 398 7.3. Association Documents.Association documents (Association Documents) consist of the 399 following: 400 401 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of 402 organization, operating agreements, rules and regulations, party wall agreements and the Association's 403 responsible governance policies adopted under§ 38-33.3-209.5, C.R.S.; 404 7.3.2. Minutes of: (1)the annual owners' or members' meeting and (2)any executive 405 406 boards' or managers' meetings; such minutes include those provided under the most current annual disclosure 407 required under§ 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the 408 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 409 minutes, if any (§§7.3.1 and 7.3.2, collectively, Governing Documents); and 410 411 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 412 Disclosure, including, but not limited to, property, general liability, association director and officer professional 413 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 414 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 415 416 7.3.4. A list by unit type of the Association's assessments, including both regular and 417 special assessments as disclosed in the Association's last Annual Disclosure; 418 7.3.5. The Association's most recent financial documents which consist of: (1)the 419 Association's operating budget for the current fiscal year, (2)the Association's most recent annual financial 420 421 statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's 422 last Annual Disclosure, (3)the results of the Association's most recent available financial audit or review, (4) list 423 of the fees and charges(regardless of name of title of such fees or charges)that the Association's community 424 association manager or Association will charge in connection with the Closing including, but not limited to, any 425 26 fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update 426 427 fee charged for the Status Letter, any record change fee or ownership record transfer fees(Record Change 428 Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves or working 429 capital due at Closing and (6) reserve study, if any(§§7.3.4 and 7.3.5, collectively, Financial Documents); 430 7.3.6. Any written notice from the Association to Seller of a"construction defect action" 431 432 under§ 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or 433 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation 434 to disclose adverse material facts as required under§ 10.2 (Disclosure of Adverse Material Facts; Subsequent 435 Disclosure; Present Condition) including any problems or defects in the common elements or limited common 436 437 elements of the Association property. 438 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 439 Buyer has the Right to Terminate under§25.1, on or before Association Documents Termination Deadline, 440 based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective 441 442 discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, 443 at Buyer's option, has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller on 444 or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the 445 Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller 446 after ClosingDate, Buyer's Notice to Terminate must be received bySeller on or before Closing. If Seller does 447 Y 448 not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association 449 Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the 450 provisions of§ 8.6 (Right of First Refusal or Contract Approval). 451 452 453 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 454 8.1. Evidence of Record Title. 455 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 456 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 457 458 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy(Title 459 Commitment), in an amount equal to the Purchase Price, or if this box is checked, 0 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. 462 CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 7 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp 463 0 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 465 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy(Title 466 467 Commitment), in an amount equal to the Purchase Price. 468 If neither box in § 8.1.1 or§ 8.1.2 is checked, §8.1.1 applies. 469 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment®Will ❑Will Not 470 contain Owner's Extended Coverage(OEC). If the Title Commitment is to contain OEC, it will commit to delete 471 472 or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, 473 (3) survey matters, (4) unrecorded mechanics' liens, (5)gap period (period between the effective date and time 474 of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed 475 tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by ❑Buyer 476 477 ®Seller 0 One-Half by Buyer and One-Half by Seller 0 Other n/a. 478 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 479 delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require 480 a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 481 482 Commitment is not satisfactory to Buyer, Buyer has a right to object under§ 8.5 (Right to Object to Title, 483 Resolution). 484 8.1.4. Title Documents.Title Documents consist of the following: (1)copies of any plats, 485 declarations, covenants, conditions and restrictions burdening the Property and (2)copies of any other 486 487 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 488 the Title Commitment furnished to Buyer(collectively, Title Documents). 489 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 490 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 491 492 the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the 493 documents required in this Section will be at the expense of the party or parties obligated to pay for the 494 owner's title insurance policy. 495 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 496 coveringall or anyportion of the Property(Abstract of Title) in Seller's possession on or before Record Title 497P Y � 498 Deadline. 499 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 500 Commitment and any of the Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or 501 before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or 502 503 content of Title Commitment or Abstract of Title, notwithstanding§ 13, or any other unsatisfactory title 504 condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are 505 not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 506 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 507 508 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 509 documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, (2) 510 any change to the Abstract of Title, Title Commitment or Title Documents, or(3)any endorsement to the Title 511 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this§ 8.2 512 513 (Record Title), any title objection by Buyer is governed by the provisions set forth in§ 8.5 (Right to Object to 514 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required 515 by§8.1 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title 516 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the 517 518 Abstract of Title, Title Commitment and Title Documents as satisfactory. 519 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline,true 520 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 521 easements, liens(including, without limitation, governmental improvements approved, but not yet installed) or 522 523 other title matters (including, without limitation, rights of first refusal and options) not shown by public records, 524 of which Seller has actual knowledge(Off-Record Matters). This Section excludes any New ILC or New 525 Survey governed under§ 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate 526 if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, 527 boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any 528 CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 8 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 529 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 530 (Record Title) and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on 531 or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the 532 533 Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review 534 and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 535 pursuant to this§ 8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 536 8.5 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title 537 538 Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters 539 and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 540 8.4. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 541 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 542 543 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 544 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF 545 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 546 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS 547 548 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY 549 CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE 550 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 551 COMMISSIONERS,THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 552 553 A tax certificate from the respective county treasurer listing any special taxing districts that effect the 554 Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is 555 located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective 556 discretion, Buyer may object, on or before Record Title Objection Deadline. If the Tax Certificate shows that 557 the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, 558. 559 Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 560 inclusion in a special taxing district as unsatisfactory to Buyer. 561 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective 562 discretion, to any title matters includes those matters set forth in§8.2 (Record Title), § 8.3 (Off-Record Title), § 563 564 8.4 (Special Taxing District)and§ 13 (Transfer of Title). If Buyer objects to any title matter, on or before the 565 applicable deadline, Buyer has the following options: 566 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 567 title matter(Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not 568 569 agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 570 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 571 Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 572 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 573 574 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to§ 8.2 (Record Title), § 8.3 575 (Off-Record Title)or§8.4 (Special Taxing Districts), the Title Resolution Deadline also will be automatically 576 extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 577 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under 578 579 §25.1, on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 580 subjective discretion. 581 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property 582 or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and 583 conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to 584 585 approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or 586 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 587 notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 588 89 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 589 590 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 591 should be reviewed carefully.Additionally, other matters not reflected in the Title Documents may affect the 592 title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, 593 set-back requirements, area, zoning, building code violations, unrecorded easements and claims of 594 CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 9 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 595 easements, leases and other unrecorded agreements, water on or under the Property, and various laws and 596 governmental regulations concerning land use, development and environmental matters. 597 98 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 598 599 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 600 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 601 MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, 602 OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 603 604 PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 605 PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 606 8.7.2. SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE 607 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 608 609 AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 610 COUNTY CLERK AND RECORDER. 611 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 612 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 613 614 WELL COMPLETION OPERATIONS, STORAGE,OIL AND GAS, OR PRODUCTION FACILITIES, 615 PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 616 FACILITIES. 617 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 618 619 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 620 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE 621 COLORADO OIL AND GAS CONSERVATION COMMISSION. 622 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 623 excepted, excluded from, or not covered by the owner's title insurance policy. 624 625 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such 626 matters as there are strict time limits provided in this Contract(e.g., Record Title Objection Deadline and 627 Off-Record Title Objection Deadline). 628 629 630 9. NEW ILC, NEW SURVEY. 631 9.1. New ILC or New Survey. If the box is checked, a: 1) 0 New Improvement Location Certificate 632 (New ILC); or, 2) 0 New Survey in the form of n/a; is required and the following will apply: 633 634 9.1.1. Ordering of New ILC or New Survey. ❑Seller ❑Buyer will order the New ILC or New 635 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, 636 certified and updated as of a date after the date of this Contract. 637 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be 638 paid, on or before Closing, by: ❑Seller ❑Buyer or: n/a 639 640 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment(or 641 the provider of the opinion of title if an Abstract of Title) and n/a will receive a New ILC or New Survey on or 642 before New ILC or New Survey Deadline. 643 644 9.1.4.Certification of New ILC or New Survey.The New ILC or New Survey will be certified by 645 the surveyor to all those who are to receive the New ILC or New Survey. 646 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 647 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 649 649 change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, 650 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 651 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or 652 New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in 653 Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, 654 655 notwithstanding § 8.3 or§ 13: 656 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1, that this Contract is 657 terminated; or 658 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that 659 660 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 10 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 661 Seller to correct. 662 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 663 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed 664 665 in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will 666 terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's 667 written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before 668 expiration of New ILC or New Survey Resolution Deadline. 669 670 671 DISCLOSURE, INSPECTION AND DUE DILIGENCE 672 673 674 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE,AND 675 SOURCE OF WATER. 676 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 677 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 678 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of 679 680 this Contract. 681 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 682 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 683 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 684 685 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 686 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 687 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges 688 that Seller is conveying the Property to Buyer in an"As Is"condition, "Where Is"and"With All Faults." 689 690 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 691 to have inspections (by one or more third parties, personally or both)of the Property and Inclusions 692 (Inspection), at Buyer's expense. If(1)the physical condition of the Property, including, but not limited to, the 693 roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of 694 695 the Property, (2)the physical condition of the Inclusions, (3) service to the Property (including utilities and 696 communication services), systems and components of the Property (e.g., heating and plumbing), (4) any 697 proposed or existing transportation project, road, street or highway, or(5) any other activity, odor or noise 698 (whether on or off the Property) and its effect or expected effect on the Property or its occupants is 700 unsatisfactory, in Buyer's sole subjective discretion, Buyer may: Y 1 Y 701 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 702 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 703 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, 704 pursuant to§25.1, that this Contract is terminated due to any unsatisfactory condition. Inspection 705 706 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in § 707 3.1 for Inspection Termination Deadline. 708 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 709 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 710 711 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 712 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on or 713 before expiration of Inspection Resolution Deadline. 714 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 715 716 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 717 engineering reports, or other reports performed at Buyer's request(Work) and must pay for any damage that 718 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 719 kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 720 721 Seller harmless from and against any liability, damage,cost or expense incurred by Seller and caused by any 722 such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 723 Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 724 Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 725 726 termination of this Contract. This§ 10.4 does not apply to items performed pursuant to an Inspection CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 11 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 727 Resolution. 728 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of 729 and premium for property insurance (Property Insurance). Buyer has the Right to Terminate under§25.1, on or 730 731 before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property 732 Insurance, in Buyer's sole subjective discretion. 733 10.6. Due Diligence. 734 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 735 736 copies of the following documents and information pertaining to the Property(Due Diligence Documents)to 737 Buyer on or before Due Diligence Documents Delivery Deadline: 738 0 10.6.1.1. All current leases, including any amendments or other occupancy 739 agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the 740 741 Property that survive Closing are as follows(Leases): None 742 0 10.6.1.2. Other documents and information: 743 None 744 745 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 746. object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 747 unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 748 Objection Deadline: 749 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1, that this 750 751 Contract is terminated; or 752 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description 753 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 754 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents 755 756 Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and 757 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 758 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 759 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e., on 760 761 or before expiration of Due Diligence Documents Resolution Deadline. 762 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 763 that certain property owned by Buyer and commonly known as n/a. Buyer has the Right to Terminate under§ 764 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 765 766 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 767 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right 768 to Terminate under this provision. 769 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer 770 771 ®Does ❑Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 772 Water Addendum disclosing the source of potable water for the Property. ®There is No Well. Buyer❑Does 773 ODoes Not acknowledge receipt of a copy of the current well permit. 774 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES,ON NONRENEWABLE 776 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED 777 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 778 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 779 10.10. Lead-Based Paint 780 781 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or 782 more residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit 783 of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based 784 Paint Disclosure(Sales)form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not 785 timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the Lead-Based 786 787 Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under§25.1 by Seller's receipt of Buyer's 788 Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 789 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk 790 assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, 791 792 Buyer has a Right to Terminate under§25.1 by Seller's receipt of Buyer's Notice to Terminate on or before the CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 12 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 793 expiration of the Lead-Based Paint Termination Deadline. If Buyer's Notice to Terminate would otherwise be 794 required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller 795 on or before Closing. Buyer may elect to waive Buyer's right to conduct or obtain a risk assessment or 796 797 inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does 798 not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition of the Property relative to 799 any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 800 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired 801 802 heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for 803 sleeping purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the 804 Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each 805 Bedroom or in a location as required by the applicable building code. 806 807 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 808 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 809 such fact. No disclosure is required if the Property was remediated in accordance with state standards and 810 other requirements are fulfilled pursuant to§25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has 811 812 the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used 813 as a methamphetamine laboratory. Buyer has the Right to Terminate under§25.1, upon Seller's receipt of 814 Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's-test 815 results that indicate the Property has been contaminated with methamphetamine, but has not been remediated 817 817 to meet the standards established by rules of the State Board of Health promulgated pursuant to§ 818 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 819 820 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 821 - 822 823 CLOSING PROVISIONS 824 825 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 826 827 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing 828 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 829 Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's 830 lender is required to provide the Closing Company, in a timely manner, all required loan documents and 831 832 financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and 833 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 834 will sign and complete all customary or reasonably-required documents at or before Closing. 835 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ®Are DAre 836 Not executed with this Contract. 837 838 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 839 date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing 840 will be as designated by buyer and seller. 842 842 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of 843 service vary between different settlement service providers(e.g., attorneys, lenders, inspectors and title 844 companies). 845 846 847 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 848 including the tender of any payment due at Closing, Seller, provided another deed is not selected, must 849 execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. However, if the box is 850 checked, the parties agree to use the corresponding deed instead: 851 852 853 0 general warranty deed 0 bargain and sale deed 0 quit claim deed 0 personal representative's deed 854 0 None deed. 855 13.1. Special Warranty Deed and General Warranty Deed Exceptions. If title will be conveyed 857 857 using a special warranty deed or a general warranty deed, title will be conveyed subject to: 858 13.1.1. General taxes for the year of Closing, CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 13 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 859 13.1.2. Distribution utility easements (including cable TV), 860 13.1.3. Those specifically described rights of third parties not shown by the public records 861 of which Buyer has actual knowledge and which were accepted by Buyer in accordance with with §8.3 862 863 (Off-Record Title) and § 9 (New ILC or New Survey), 864 13.1.4. Inclusion of the Property within any special taxing district, 865 13.1.5. Any special assessment if the improvements were not installed as of the date of 866 Buyer's signature hereon, whether assessed prior to or after Closing and 867 868 13.1.6. Other n/a. 869 13.2. Special Warranty Deed. In addition to the requirements of§ 13.1, if title will be conveyed by 870 a special warranty deed, Seller will warrant title against all persons claiming by, through or under Seller subject 871 to those specific recorded exceptions, if any, created during Seller's ownership of the Property and described 872 873 by reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer 874 in accordance with § 8.2 (Record Title) and described in the deed by reference to the specific recording 875 information for each recorded document. 876 13.3. General Warranty Deed. In addition to the requirements of§ 13.1, if title will be conveyed by 877 878 a general warranty deed, Seller will warrant the title subject to those specific recorded exceptions described by 879 reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer in 880 accordance with § 8.2 (Record Title) and described in the deed by reference to the specific recording 881 information for each recorded document. 882 883 884 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 885 owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental 886 liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not 887 888 and previous years'taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or 889 from any other source. 890 891 15. CLOSING COSTS, CLOSING FEE,ASSOCIATION FEES AND TAXES. 893 893 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs 894 and all other items required to be paid at Closing, except as otherwise provided herein. 895 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 896 0 Buyer 0 Seller ®One-Half by Buyer and One-Half by Seller 897 ❑ Other n/a 898 899 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, 900 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter. Any fees incident 901 to the issuance of Association's Status Letter must be paid by ❑None ❑Buyer®Seller❑One-Half by 902 903 Buyer and One-Half by Seller. Any Record Change Fee must be paid by 0 None ❑ Buyer ®Seller 904 0 One-Half by Buyer and One-Half by Seller . 905 15.4. Local Transfer Tax. 0 The Local Transfer Tax of 0% of the Purchase Price must 906 be paid at Closing by®None 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller. 907 908 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 909 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 910 Closing by®None ❑Buyer❑Seller ❑One-Half by Buyer and One-Half by Seller. The Private Transfer 912 fee, whether one or more, is for the following association(s): n/a in the total amount of% of the Purchase Price 913 or$. 914 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of 915 this Contract, do not exceed $n/a for: 916 917 ❑Water Stock/Certificates 0 Water District 918 0 Augmentation Membership 0 Small Domestic Water Company ❑ n/a and must be paid at Closing by 919 ®None ❑Buyer❑Seller❑One-Half by Buyer and One-Half by Seller 920 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 921 922 must be paid when due by®None :buyer❑Seller 0 One-Half by Buyer and One-Half by Seller. 923 924 CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 14 of 21 Initials EXHIBIT A CTMeContracts corn-©2019 CTM Software Corp. 925 15.8. FIRPTA and Colorado Withholding. 926 15.8.1. FIRPTA. The Internal Revenue Service(IRS) may require a substantial portion of 927 the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 928 929 'occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this 930 Section is checked, Seller represents that Seller DIS a foreign person for purposes of U.S. income taxation. If 931 the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. 932 income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 933 934 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes 935 Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax 936 advisor to determine if withholding applies or if an exemption exists. 937 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a 938 939 portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after 940 Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 941 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 942 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 943 944 determine if withholding applies or if an exemption exists. 945 946 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing 947 Date, except as otherwise provided: 949 949 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and 950 general real estate taxes for the year of Closing, based on 0 Taxes for the Calendar Year Immediately 951 Preceding Closing ®Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any 952 applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption or 0 Other n/a. 953 954 16.2. Rents. Rents based on 0 Rents Actually Received ❑Accrued. At Closing, Seller will 955 transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful 956 deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller 957 must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such 958 959 Leases. 960 16.3. Association Assessments. Current regular Association assessments and dues 961 (Association Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the 962 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 963 except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be 964 965 obligated to pay the Association, at Closing, an amount for reserves or working capital.Any special 966 assessment assessed prior to Closing Date by the Association will be the obligation of❑Buyer ®Seller. 967 Except however, any special assessment by the Association for improvements that have been installed as of 968 the date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller. 969 970 Seller represents there are no unpaid regular or special assessments against the Property except the current 971 regular assessments and None.Association Assessments are subject to change as provided in the Governing 972 Documents. 973 974 16.4. Other Prorations.Water and sewer charges, propane, interest on continuing loan and Any 975 continuing encumbrances. . 976 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 977 978 979 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 980 Possession Time, subject to the Leases as set forth in § 10.6.1.1. 981 982 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and 984 will be additionallyliable to Buyer for payment of$ 0per day(or anypart of a daynotwithstanding18.1)from 984 � Y PY § 985 Possession Date and Possession Time until possession is delivered. 986 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the 987 following box is checked, then Buyer Oboes Not represent that Buyer will occupy the Property as Buyer's 988 989 principal residence. 990 CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 15 of 21 Initials EXHI B lT A CTMeContracts.com-©2019 CTM Software Corp. 991 ❑ If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. 992 993 GENERAL PROVISIONS 994 995 996 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 097 18.1. Day.As used in this Contract, the term"day" means the entire day ending at 11:59 p.m., United 998 999 States Mountain Time(Standard or Daylight Savings, as applicable). 1000; 18.2.Computation of Period of Days, Deadline. In computing a period of days (e.g., three days after 1001 MEC), when the ending date is not specified, the first day is excluded and the last day is included. If any 1002 deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline®Will 0 1003 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be 1004 1005 checked, the deadline will not be extended. 1006 1007 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; loos AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be 1009 1010 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 1011 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other. - 1012 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 1013 total Purchase Price and if the repair of the damage will be paid by insurance(other than the deductible to be 1014 1015 paid by Seller), then Seller, upon receipt of the insurance proceeds,will use Seller's reasonable efforts to 1016 repair the Property before Closing Date. Buyer has the Right to Terminate under§25.1, on or before Closing 1017 Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer 1018 elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 1019 1020 insurance proceeds that were received by Seller(but not the Association, if any) resulting from damage to the 1021 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may 1022 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 1023 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the 1024 1025 option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 1026 insurance company and Buyer's lender; or(2)the parties may enter into a written agreement prepared by the 1027 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller 1028 has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of 1030 anydeductible that applies to the insurance claim. 1030 PP 1031 19.2. Damage, Inclusions and Services. Should any Inclusion or service(including utilities and 1032 communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or 1033 plumbing), fail or be damaged between the date of this Contract and Closing or possession,whichever is 1034 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 1035 1036 age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such 1037 Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 1038 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 1039 replaced on or before Closing or possession,whichever is earlier, Buyer has the Right to Terminate under§ 1040 1041 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 1042 or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives 1043 such a credit, Seller's right for any claim against the Association, if any, will survive Closing. 1044 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1045 1046 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 1047 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§25.1, on or 1048 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer 1049 elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is 1050 1051 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1052 the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the 1053 Purchase Price. 1054 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1056 1056 walk through the Property prior to Closing to verifythat the physical condition of the Property and Inclusions CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 16 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 1057 complies with this Contract. 1058 19.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty 1059 programs that may be purchased and may cover the repair or replacement of such Inclusions. 1060 1061 1062 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1063 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1064 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1065 1066 this Contract. 1067 1068 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1069 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including 1070 1071 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1072 provided in this Contract or waived, the non-defaulting party has the following remedies: 1073 21.1. If Buyer is in Default: 1074 ❑ 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 1075 1076 Money (whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest 1077 Money is not a penalty and the Parties agree the amount is fair and reasonable. Seller may recover such 1078 additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force 1079 and effect and Seller has the right to specific performance or damages, or both. 1081 1081 21.1.2. Liquidated Damages,Applicable.This §21.1.2 applies unless the box in §21.1.1. 1082 is checked. Seller may cancel this Contract.All Earnest Money (whether or not paid by Buyer)will be paid to 1083 Seller and retained by Seller. It is agreed that the Earnest Money specified in §4.1 is LIQUIDATED DAMAGES 1084 and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 1086 1086 22 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform 1087 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 1088 damages. 1089 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1090 Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be 1091 1092 proper. Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the 1093 right to specific performance or damages, or both. 1094 1095 22. LEGAL FEES, COST AND EXPENSES.Anything to the contrary herein notwithstanding, in the event 1096 1097 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must 1098 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1099 expenses. 1100 1101 1102 23. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not 1103 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties 1104 meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot 1105 impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must agree to 1106 1107 the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the 1108 cost of such mediation. The obligation to mediate, unless otherwise agreed,will terminate if the entire dispute 1109 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1110 other at that party's last known address(physical or electronic as provided in §27). Nothing in this Section 1111 prohibits either party from filing a lawsuit and recording a/is pendens affecting the Property, before or after the 1112 1113 date of written notice requesting mediation. This Section will not alter any date in this Contract, unless 1114 otherwise agreed. 1115 1116 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1117 1118 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In 1119 the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the 1120 Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any 1121 proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of 1122 CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 17 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 1123 competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 1124 legal fees incurred with such action); or(3) provide notice to Buyer and Seller that unless Earnest Money 1125 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the 1126 1127 case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the 1128 parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money 1129 Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest 1130 Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 1131 1132 obligation of§23 (Mediation). This Section will survive cancellation or termination of this Contract. 1133 1134 25. TERMINATION. 1135 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract(Right to 1136 1137 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1138 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1139 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right 1140 to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to 1141 1142 Terminate under such provision. 1143 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1144 hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to§§ 10.4, 1145 22, 23 and 24. 1146 1147 1148 26. ENTIRE AGREEMENT, MODIFICATION,SURVIVAL; SUCCESSORS. This Contract, its exhibits and 1149 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 1150 prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this 1151 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 1152 1153 enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by its 1154 terms, exists or is intended to be performed after termination or Closing survives the same.Any successor to a 1155 party receives the predecessor's benefits and obligations of this Contract. 1156 1157 1158 27. NOTICE, DELIVERY AND CHOICE OF LAW. 1159 27.1. Physical Delivery and Notice.Any document, or notice to Buyer or Seller must be in writing, 1160 except as provided in §27.2 and is effective when physically received by such party, any individual named in 1161 this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with 1162 1163 such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage 1164 Firm). 1165 27.2. Electronic Notice.As an alternative to physical delivery, any notice, may be delivered in 1166 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 1167 1168 such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 1169 Closing must be received by the party, not Broker or Brokerage Firm) at the electronic address of the recipient 1170 by facsimile, email or electronic signature. 1171 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email 1172 1173 at the email address of the recipient, (2) a link or access to a website or server provided the recipient receives 1174 the information necessary to access the documents, or(3)facsimile at the facsimile number(Fax No.) of the 1175 recipient. 1176 27.4. Choice of Law.This Contract and all disputes arising hereunder are governed by and construed 1177 1178 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1179 contract in Colorado for real property located in Colorado. 1180 1181 28. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing, 1182 1183 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 1184 acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1185 accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be 1186 executed by each party, separately and when each party has executed a copy thereof, such copies taken 1187 together are deemed to be a full and complete contract between the parties. 1188 CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 18 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. 1189 1190 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1191 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1192 1193 Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; 1194 and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. 1195 1196 ADDITIONAL PROVISIONS AND ATTACHMENTS 1197 1198 1199 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 1200 Colorado Real Estate Commission.) 1202 1202 #1. If Buyer terminates the contract after last contingency date of July 25, 2019, Buyer will 1203 forfeit earnest monies to Seller if contract fails to close. 1204 1205 #2. Buyer will read and initial the Deed Restriction Agreement for the Occupancy 1206 Y 9 P Y and Resale of 1207 Miller Ranch Housing, all Amendments hereto, Miller Ranch Housing Guidelines dated October 1208 26, 2010, and the Deed Restriction Agreement for the Occupancy and Resale of Miller Ranch 1210 1210 Housingdated June 18, 2019, which regulate the property to be purchased. 1211 1212 #3. If the presence of a registered sex offender is a matter of concern to the Buyer, Buyer 1213 1214 understands that Buyer must contact local law enforcement officials regarding obtaining such 1215 information. 12.16 1217 #4. Buyer lender shall hire a local appraiser that has extensive knowledge 121s Y PP of the local deed 1219 restricted market. 1220 1221 1222 #5. Seller will have a workingcarbon monoxide detector within 15 feet of all bedrooms at the 1223 time of possession. 1224 31. OTHER DOCUMENTS. 1225 31.1. The following documents are a part of this Contract: 1226 1227 Source of Water Addendum to Contract to Buy and Sell Real Estate, Square Footage 122s Disclosure, Closing Instruction 1229 31.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in § 17 the Post-Closing Occupancy Agreement is a part of this Contract. 31.2. The following documents have been provided but are not a part of this Contract: n/a SIGNATURES Buyer: Date: Address: Phone: Fax: Email Address: [NOTE: If this offer is being countered or rejected, do not sign this document. Seller: Date: Eagle County Housing and Development Authority By Jeanne McQueeney, Commissioner CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 19 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. Address: 25 Mill Loft St Suite 200 Edwards CO 81632 Phone: 970-328-8773 Fax: 866-611-7237 Email Address: kim.williams@eaglecounty.us Seller: Date: Address: Phone: Fax: Email Address: END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ® Does 0 Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request,with any mediation requested under§23. Broker is working with Buyer as a 0 Buyer's Agent ® Transaction-Broker in this transaction. ❑This is a Change of Status 0 Customer. Broker has no brokerage relationship with Buyer. See§33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ® Listing Brokerage 0 Buyer 0 Other n/a. Brokerage Firm's Name: The Valley Home Store Brokerage Firm's License#: 100028992 Broker's Name: Date: Kimberly B. Williams Broker's License#: 40046195 Address:25 Mill Loft Street, Suite 200 Edwards, CO 81632 Ph: 970-328-8773 Fax: 866-611-7237 Email Address: kwilliams@valleyhomestore.org Broker's Name: Date: Nicholle Jackson 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 20 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp. Broker ®Does 0 Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under§23. Broker is working with Seller as a® Seller's Agent 0 Transaction-Broker in this transaction. ❑This is a Change of Status. El Customer. Broker has no brokerage relationship with Seller. See§32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ®Seller❑ Buyer❑ Other n/a. Brokerage Firm's Name: The Valley Home Store Broker Date: Address: 25 Mill Loft Street Ste 200 Edwards, CO 81632 Ph: 970-328-8776 Fax: Email Address: patti@valleyhomestore.org CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eContracts - ®2016 CTM Software Corp. CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 21 of 21 Initials EXHIBIT A CTMeContracts.com-©2019 CTM Software Corp.