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HomeMy WebLinkAboutR22-081 Contract to Purchase 0106-4 Quail Circle, Gypsum CO and Authorize Any Commissioner to Sign Closing Documents DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A Commissioner scherr moved adoption of the following resolution: • BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 2022- 081 RESOLUTION RATIFYING THE CONTRACT TO PURCHASE PROPERTY KNOWN AS 0106-4 QUAIL CIRCLE, GYPSUM, COLORADO AND AUTHORIZING ANY COMMISSIONER TO SIGN CLOSING DOCUMENTS ASSOCIATED WITH THE SAME WHEREAS, on September 9, 2022, Eagle County(the "County") submitted an offer and entered into a Contract to Buy and Sell Real Estate (the"Contract") for the purchase of the real property known as 0106-4 Quail Circle in Gypsum, Colorado (the "Property"), all subject to ratification by the Board of County Commissioners ("Board") at a regularly scheduled meeting. A copy of the Contract is attached hereto and incorporated herein as Exhibit A; and WHEREAS,the County desires to ratify the Contract and to authorize any Commissioner of the Board to execute documents that may be required at closing to complete the purchase of the Property, subject to review and approval by the Eagle County Attorney's Office. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Contract is hereby approved and ratified. THAT, any commissioner of the Board is hereby authorized to execute documents that may be required to close and complete the sale of the Property, subject to review and approval 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 Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held this day of September, 2022. DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its DocuSigned bSt OARD OF COUNTY COMMISSIONERS f��f� ATTEST: f�LppP� DocuSigned by: ,-DocuSigned by: t-'f 7r'iun, By: "` gme..4o Ctertetegtfie6Bbard of ThalicreAMILVteeney County Commissioners Chair DocuSigned by:611(a ��^��y I'Z[Clfy% Wtretler-Henry Commissioner pDocuSigned by: A446 l 14 8 EO473.. Commissioner Commissioner chandler-Henry seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner McQueeney Aye Commissioner Chandler-Henry Aye Commissioner Scherr Aye This resolution passed by 3/0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. 2 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A EXHIBIT A Contract 3 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A The Valley Home Store • 25 Mill Loft Street Ste 200 Edwards, CO 81632 • Patricia Liermann patti@valleyhomestore.org The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-6-21) (Mandatory 1-22) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. ` CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) 12 14 Date: 9/9/2022 1E 1^ f 1; AGREEMENT J 1 E, 1 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract(Contract). GG 22 2. PARTIES AND PROPERTY. • 2.1. Buyer. Eagle County, Colorado (Buyer)will take title to the Property described below as 2E ❑Joint Tenants ❑ Tenants In Common ®Other n/a. ^F 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in 27 Additional Provisions. G l 2.3. Seller. Kenneth Wheeler(Seller) is the current owner of the Property described below. 20 2.4. Property.The Property is the following legally described real estate in the County of N 1 Eagle, Colorado (insert legal description): QUAIL RUN TOWNHOMES FIL 2 Lot: F4 33 ;:4 known as: 106-4 Quail Circle, Gypsum, CO 81637 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded 27 (Property). 2.9 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 40 2.5.1. Inclusions—Attached. If attached to the Property on the date of this Contract, the 41 following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and 4 air conditioning units, TV antennas, inside telephone, network and coaxial (cable)wiring and connecting 42 blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 44 and controls, built-in vacuum systems (including accessories)and garage door openers (including 1 remote 4`- controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels 4c ❑Water Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items 4' should be listed under§ 2.5.7. (Leased Items). If any additional items are attached to the Property after the 4` date of this Contract, such additional items are also included in the Purchase Price. 4; EC 2.5.2. Inclusions— Not Attached. If on the Property, whether attached or not, on the date of this 1 Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, E- window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery E2 rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide 54 alarms, smoke/fire detectors and all keys. EE 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the Purchase Price: CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A ES dishwasher, microwave/hood combo. range. refrigerator, washer. dryer `9 ❑ If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for EC additional personal property outside of this Contract. F 1 2.5.4. Encumbered Inclusions.Any Inclusions owned by Seller(e.g., owned solar panels) must ,r, be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate c,,g taxes for the year of Closing), liens and encumbrances, except: EE None 66 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of e7 sale or other applicable legal instrument. 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: 1 E,9 7c car garage.; and the use or ownership of the following storage facilities: 71 n/a , Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 72 investigate. 74 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be 7` transferred to Buyer at Closing (Leased Items): 7 . None 77 2.6. Exclusions. The following items are excluded (Exclusions): 76 79 None s, 2.7. Water Rights/Well Rights. 81 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: n/a 82 Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 64 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 6k 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: 67 None 86 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer S9 understands that if the well to be transferred is a"Small Capacity Well"or a "Domestic Exempt Water Well" 9G used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership 91 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in 92 the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for 93 the well and pay the cost of registration. If no person will be providing a closing service in connection with the 94 transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit#is 9E n/a. 97 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as 96 follows: 99 None 1 � 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to §2.7.2. (Other Rights c Relating to Water), §2.7.3. (Well Rights), or§ 2.7.4. (Water Stock Certificates), Seller agrees to convey such °` rights to Buyer by executing the applicable legal instrument at Closing. 103 104 2.7.6. Water Rights Review. Buyer❑ Does ❑ Does Not have a Right to Terminate if 1 0.6, examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination t cs Deadline. 107 106 3. DATES, DEADLINES AND APPLICABILITY. 1G9 3.1. Dates and Deadlines. 11Q 1 t t Item No. Reference Event Date or Deadline 1 t` 1 § 3 Time of Day Deadline 5:00pm MST 112 114 2 §4 Alternative Earnest Money Deadline 3 Days after MEC 115 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 2 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A lit 117 Title 11 E, 3 § 8 Record Title Deadline (and Tax Certificate) 5 Days after MEC 119 4 § 8 Record Title Objection Deadline 8 Days after MEC 121 5 § 8 Off-Record Title Deadline 5 Days after MEC 122 " 6 § 8 Off-Record Title Objection Deadline 8 Days after MEC 122 , 124 7 § 8 Title Resolution Deadline 11 Days after MEC 1`� 8 § 8 Third Party Right to Purchase/Approve Deadline None 125 1 27 Owners'Association 1 2S 9 § 7 Association Documents Deadline 8 Days after MEC 1;15 1 VC 10 § 7 Association Documents Termination Deadline 11 Days after MEC 121 Seller's Disclosures 122 122 11 § 10 Seller's Property Disclosure Deadline 5 Days after MEC 124 12 § 10 Lead-Based Paint Disclosure Deadline n/a 12 Loan and Credit 126 12.7 13 § 5 New Loan Application Deadline None 13° 14 § 5 New Loan Terms Deadline None 139 14C 15 § 5 New Loan Availability Deadline None 141 16 § 5 Buyer's Credit Information Deadline None 142 143 17 § 5 Disapproval of Buyer's Credit Information Deadline None 144 18 § 5 Existing Loan Deadline None 14E 145 19 § 5 Existing Loan Termination Deadline None 147 20 § 5 Loan Transfer Approval Deadline None 14S 149 21 § 4 Seller or Private Financing Deadline None 1 E C Appraisal 1E1 1E2 22 § 6 Appraisal Deadline None 1E.3 23 § 6 Appraisal Objection Deadline N• one 1 s4 24 § 6 Appraisal Resolution Deadline None 1 1EE 1 E6 Survey 1E7 25 § 9 New ILC or New Survey Deadline None 1ES 1 E.9 26 § 9 New ILC or New Survey Objection Deadline None 190 27 § 9 New ILC or New Survey Resolution Deadline None 161 1E2 Inspection and Due diligence 163 28 § 2 Water Rights Examination Deadline None 154 16E 29 § 8 Mineral Rights Examination Deadline None 1 E-6 30 § 10 Inspection Termination Deadline 11 Days after MEC 1E7 31 § 10 Inspection Objection Deadline 8 Days after MEC 156 159 32 § 10 Inspection Resolution Deadline 11 Days after MEC 17C 33 § 10 Property Insurance Termination Deadline None 171 172 34 § 10 Due Diligence Documents Delivery Deadline None 173 35 § 10 Due Diligence Documents Objection Deadline None 174 CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 3 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A 17E 36 § 10 Due Diligence Documents Resolution Deadline None . 1E 177 37 § 10 Conditional Sale Deadline None 176 38 § 10 Lead-Based Paint Termination Deadline n/a 179 Closing and Possession 1"c,C 1 1 39 § 12 Closing Date 14 Days after MEC 1 82 40 § 17 Possession Date 14 Days after MEC 163 164 41 § 17 Possession Time 10:00am MST 18E, 42 § 27 Acceptance Deadline Date 9/9/2022 Friday 1 l6C' 167 43 § 27 Acceptance Deadline Time 5:00pm MST 166 44 n/a n/a n/a 169 45 n/a n/a n/a 190 191 192 Note: If FHA or VA loan boxes are checked in §4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT 193 apply to FHA insured or VA guaranteed loans. 194 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or 1 9`' completed with"N/A", or the word "Deleted," such deadline is not applicable and the corresponding provision 196 containing the deadline is deleted. Any box checked in this Contract means the corresponding provision 17 applies. If no box is checked in a provision that contains a selection of"None", such provision means that 193 199 "None"applies. 2GG ,c.1 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have 2132 signed this Contract.The abbreviation "N/A"as used in this Contract means not applicable. 202 3.3. Day; Computation of Period of Days; Deadlines. 2G4 3.3.1. Day.As used in this Contract, the term"day" means the entire day ending at 11:59 p.m., `c,` United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of `c Day Deadline is specified in§ 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, 2c7 Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day 2GE 279 specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank 21 C or"N/A"the deadlines will expire at 11:59 p.m., United States Mountain Time. 211 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after 212 MEC), when the ending date is not specified, the first day is excluded and the last day is included. 2133 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday 214 (Holiday), such deadline®Will 0 Will Not be extended to the next day that is not a Saturday, Sunday or L1E' Holiday. Should neither box be checked, the deadline will not be extended. 216 217 2.1 6 4. PURCHASE PRICE AND TERMS. 219 4.1. Price and Terms.The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 220 follows: 1 Item No. Reference Item Amount Amount 222 223, 1 §4.1. Purchase Price $ 515,000.00 24 2 §4.3. Earnest Money $ 25,000.00 226 3 §4.5. New Loan • $ 227 4 §4.6. Assumption Balance $ 223 229 5 §4.7. Private Financing $ 23C 6 §4.7. Seller Financing $ 231 7 n/a n/a $ 232 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 4 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A • 2 8 n/a n/a $ • _. 9 §4.4. Cash at Closing $ 490,000.00 ▪,'' 10 Total $ 515,000.00 $ 515,000.00 72 4.2. Seller Concession. At Closing, Seller will credit to Buyer$None(Seller Concession). The Seller 229 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed 24C by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of 241 allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, 242 loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or 243 expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere 244 in this Contract. 24` 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a acceptable to 246 247 Seller, will be payable to and held by Title Company of the Rockies(Earnest Money Holder), in its trust 24i2 account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with 249 this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. 2Ec The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing 251 Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to :-E3 Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest 2E4 Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. c�J -EC?' 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, 2=.9 Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as 2Fc set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not :el already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer 262 or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 262 days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 264 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an 2E` Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, ZEE written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 2.67 2es 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute 2Fc, and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and 27c liable to Buyer as set forth in "If Seller is in Default", § 20.2. and§21, unless Seller is entitled to the 271 Earnest Money due to a Buyer default. 2+72 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute 273 and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and 274 liable to Seller as set forth in"If Buyer is in Default, § 20.1. and §21, unless Buyer is entitled to the Earnest 77z Money due to a Seller Default. 276 277 4.4. Form of Funds; Time of Payment; Available Funds. 276 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, 279 Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including 2gr electronic transfer funds, certified check, savings and loan teller's check and cashier's check(Good Funds). 281 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be 262 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by 283 Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 264 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ®Does LL C E€ ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 767 stated as Cash at Closing in §4.1. 288 4.5. New Loan. (Omitted as inapplicable) 269 4.6. Assumption. (Omitted as inapplicable) 29C 4.7. Seller or Private Financing. (Omitted as inapplicable) CB▪S1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 5 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A 2K TRANSACTION PROVISIONS 92 294 29. 5. FINANCING CONDITIONS AND OBLIGATIONS. 2s€ (Omitted as inapplicable) 297 5.3. Credit Information. (Omitted as inapplicable) 29E. 5.4. Existing Loan Review. (Omitted as inapplicable) 29S cr 6. APPRAISAL PROVISIONS. 2c1 2.C2 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified 3L2 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 2c4 Value).The Appraisal may also set forth certain lender requirements, replacements, removals or repairs s.c=. necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 2c€. 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective 2c 7 loan type set forth in §4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is c 9less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 3.11 Buyer may, on or before Appraisal Objection Deadline: 7, 2 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to§ 24.1., that this Contract 2.12 is terminated; or 214 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a 31` copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 21e Purchase Price (Lender Verification). 217 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before 31E, 1 Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 220 or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 2.21 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such 322 termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 322 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 324 purchaser(Buyer)shall not be obligated to complete the purchase of the Property described herein or to 2S incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser(Buyer)has 2e been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal 2,2 Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the 22 S G appraised value of the Property of not less than $n/a. The purchaser(Buyer)shall have the privilege and 22, LL ,, option of proceeding with the consummation of this Contract without regard to the amount of the appraised 2°i valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of 2`32 Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the 2.2.2 Property. The purchaser(Buyer)should satisfy himself/herself/themselves that the price and condition of the 2.24 Property are acceptable. 2,2E. 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 3°e purchaser(Buyer)shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 227 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 22E. reasonable value of the Property established by the Department of Veterans Affairs. The purchaser(Buyer) 33.9 a4c shall, however, have the privilege and option of proceeding with the consummation of this Contract without 341 regard to the amount of the reasonable value established by the Department of Veterans Affairs. 242 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 342 removals or repairs, including any specified in the Appraisal (Lender Property Requirements)to be made to 344 the Property(e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, 241 this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property 24E Requirements, or Closing, unless prior to termination: (1)the parties enter into a written agreement to satisfy 247 the Lender Property Requirements; (2)the Lender Property Requirements have been completed; or(3)the 343 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 349 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 6 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 2E' timely paid by ❑ Buyer❑ Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's agent or all three. :4 7. OWNERS'ASSOCIATIONS. This Section is applicable if the Property pp p rty is located within one or more Common Interest Communities and subject to one or more declarations (Association). ,E 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A HE, COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 2-E0 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND °.€1 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND 2E2 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES -€4 NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY -'€'E AND POSSIBLY SELL IT TO PAY THE DEBT.THE DECLARATION, BYLAWS AND RULES AND °€€ REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE :e7 PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY 7C WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 271 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ 77` THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 27.2 THE ASSOCIATION. 274 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 27E Documents(defined below), at Seller's expense, on or before Association Documents Deadline. Seller 27'' authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 2 T7 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association 276 Documents, regardless of who provides such documents. 279 , C 7.3. Association Documents. Association documents (Association Documents)consist of the ce1 following: 252 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, 53 operating agreements, rules and regulations, party wall agreements and the Association's responsible 2.54 governance policies adopted under§ 38-33.3-209.5, C.R.S.; 2'EE 7.3.2. Minutes of: (1)the annual owners'or members' meeting and (2)any executive boards'or managers' meetings; such minutes include those provided under the most current annual disclosure required 2,87 263 under§ 38-33.3-209.4, C.R.S. (Annual Disclosure)and minutes of meetings, if any, subsequent to the 2`� minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent ,GC minutes, if any(§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 291 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 392 Disclosure, including, but not limited to, property, general liability, association director and officer professional .,92 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 294 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 2.95 7.3.4. A list by unit type of the Association's assessments, including both regular and special 39€ assessments as disclosed in the Association's last Annual Disclosure; `97 29` 7.3.5. The Association's most recent financial documents which consist of: (1)the Association's ,9 , operating budget for the current fiscal year, (2)the Association's most recent annual financial statements, 4CC including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual 401 Disclosure, (3)the results of the Association's most recent available financial audit or review, (4) list of the 402 fees and charges (regardless of name or title of such fees or charges)that the Association's community 4C2 association manager or Association will charge in connection with the Closing including, but not limited to, 404 any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 40L update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record 40€' Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 4C7 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 7 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A 4C5 or working capital due at Closing and (6) reserve study, if any(§§ 7.3.4. and 7.3.5., collectively, Financial 4 C 9 Documents); 41 C 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under§ 411 412 38-33.3-303.5, C.R.S.within the past six months and the result of whether the Association approved or 41 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's 414 obligation to disclose adverse material facts as required under§ 10.2. (Disclosure of Adverse Material Facts; 41 E. Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or 416 limited common elements of the Association property. 417 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 413 Buyer has the Right to Terminate under§24.1., on or before Association Documents Termination 419 Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole 42C subjective discretion. Should Buyer receive the Association Documents after Association Documents 421 Deadline, Buyer, at Buyer's option, has the Right to Terminate under§ 24.1. by Buyer's Notice to Terminate 4"422 received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does 424 not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be 42., received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before 476 Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions 477 of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, 428 notwithstanding the provisions of§8.6. (Third Party Right to Purchase/Approve). 429 41C 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 431 8.1. Evidence of Record Title. 432 42.3 FIR 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 434 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 41. Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy(Title 436 Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 437 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 436 soon as practicable at or after Closing. 439 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 44C title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 441 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy(Title 442 Commitment), in an amount equal to the Purchase Price. 443 444 If neither box in § 8.1.1. or§8.1.2. is checked, §8.1.1. applies. 44E 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment®Will 0 Will Not contain 446 Owner's Extended Coverage(OEC). If the Title Commitment is to contain OEC, it will commit to delete or 447 insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) 448 survey matters, (4)unrecorded mechanics' liens, (5)gap period (period between the effective date and time 449 of commitment to the date and time the deed is recorded)and (6) unpaid taxes, assessments and 45C unredeemed tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be 451 paid by ❑ Buyer®Seller ❑ One-Half by Buyer and One-Half by Seller ❑ Other n/a. 452 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 454 delete or insure over any or all of the standard exceptions for OEC.The Title Insurance Company may 45E require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 456 Commitment is not satisfactory to Buyer, Buyer has a right to object under§ 8.7. (Right to Object to Title, 457 Resolution). 456 8.1.4. Title Documents. Title Documents consist of the following: (1)copies of any plats, 459 declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other 46C documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 461 the Title Commitment furnished to Buyer(collectively, Title Documents). 462 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 463 464 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 46,,d the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 8 of.23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A 4r . documents required in this Section will be at the expense of the party or parties obligated to pay for the 4'7 463 owner's title insurance policy. 489 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 47 C covering all or any portion of the Property(Abstract of Title) in Seller's possession on or before Record Title 471 Deadline. 472 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment 477 and any of the Title Documents as set forth in §8.7. (Right to Object to Title, Resolution)on or before 474 Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 47` Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in 47+ Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not 477 476 received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 4;9 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 43r Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 431 documents by Buyer to review and object to: (1)any required Title Document not timely received by Buyer, 452 (2)any change to the Abstract of Title, Title Commitment or Title Documents, or(3)any endorsement to the 433 Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this 434 § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in §8.7. (Right to 43` Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all 4336 documents required by§8.1. (Evidence of Record Title)and Seller does not receive Buyer's Notice to 437 Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition 433 of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 439 49, 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true 491 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 497 easements, liens (including, without limitation, governmental improvements approved, but not yet installed)or 492. other title matters not shown by public records, of which Seller has actual knowledge (Off-Record Matters). 494 This Section excludes any New ILC or New Survey governed under§ 9 (New ILC, New Survey). Buyer has 495 the right to inspect the Property to investigate if any third party has any right in the Property not shown by 496 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to 497 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed 493 by such inspection, notwithstanding §8.2. (Record Title)and § 13 (Transfer of Title), in Buyer's sole 499 subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an L.CC Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of `C Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives EC `G3 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this §8.3. (Off-Record Title), any title 5•C4 objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If HE Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline SC8 specified above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not LC7 shown by public records of which Buyer has actual knowledge. EG3 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL LC9 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 51C ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 511 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING �; OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A 4 DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS 515 5.Ig LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF 5.17 TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD 513 OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY 519 ASSESSOR. 52G 8.5. Tax Certificate.A tax certificate paid for by El Seller ❑ Buyer, for the Property listing any `2t special taxing districts that affect the Property (Tax Certificate) must be delivered to Buyer on or before 522 t.23 Record Title Deadline. If the Property is located within a special taxing district and such inclusion is 424 unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may terminate, on or before Record Title CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 9 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A 525 Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer,at Buyer's 52€ option, has the Right to Terminate under§24.1. by Buyer's Notice to Terminate received by Seller on or 527 before ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if 526 Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date,Buyer's 529 Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice 5::"o to Terminate within such time, Buyer accepts the provisions of the Tax Certificate and the inclusion of the tv 1 Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to Terminate E under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations)prohibits Buyer from paying for the `24 Tax Certificate, the Tax Certificate will be paid for by Seller. E E, 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property 5745 (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a 52.7 third party to purchase the Property)or a right of a third party to approve this Contract, Seller must promptly 536 submit this Contract according to the terms and conditions of such right. If the third-party holder of such right exercises its right this Contract will terminate. If the third party's right to purchase is waived explicitly or 54o expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 541 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this 542 Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will E42' then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the 544 Property on or before the Record Title Deadline. E 46 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole 547 subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § =.46 8.3. (Off-Record Title), § 8.5. (Special Taxing District)and § 13 (Transfer of Title). If Buyer exercises Buyer's 549 rights to object or terminate based on any such title matter, on or before the applicable deadline, Buyer has SEC the following options: 551 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice of Title Objection)on or before the applicable deadline and if Buyer and Seller have not 55?: agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 554 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title EEs Deadline or the Off-Record Title Deadline, or both, are extended pursuant to§ 8.2. (Record Title)or§8.3. E.9 (Off-Record Title)the Title Resolution Deadline also will be automatically extended to the earlier of Closing or 6.5o fifteen days after Buyer's receipt of the applicable documents; or s.61 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under§ E°E2 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 583 subjective discretion. 5L 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 5E€ should be reviewed carefully.Additionally, other matters not reflected in the Title Documents may affect the E,67 title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, 5,55 set-back requirements, area,zoning, building code violations, unrecorded easements and claims of E,SG easements, leases and other unrecorded agreements,water on or under the Property and various laws and 57G governmental regulations concerning land use, development and environmental matters. S'71 8.8.1. OIL, GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 57 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 573 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 574 MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, ``7`' GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE �77 PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF E7L THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. =,79 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE o PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 561 AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE SSL COUNTY CLERK AND RECORDER. CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 10 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A �= 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 565 WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, 53E PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 5.°� FACILITIES. =SE. 669 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL Ec r INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, =.91 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE .92 COLORADO OIL AND GAS CONSERVATION COMMISSION. =92 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be E 94 excepted, excluded from, or not covered by the owner's title insurance policy. 8.9. Mineral Rights Review. Buyer❑ Does®Does Not have a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 597 5.93 e.99 9. NEW ILC, NEW SURVEY. EC 9.1. New ILC or New Survey. If the box is checked, (1) ❑ New Improvement Location Certificate 6131 (New ILC); or, (2) ❑ New Survey in the form of n/a; is required and the following will apply: BC 9.1.1. Ordering of New ILC or New Survey. ❑ Seller ❑ Buyer will order the New ILC or New S.c3 6c4 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, EC certified and updated as of a date after the date of this Contract. S,G6 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on 6c7 or before Closing, by: ❑ Seller❑ Buyer or: S.cS None 6C9 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment(or t'1 C 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 611 before New ILC or New Survey Deadline. 61? 13 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by 614 the surveyor to all those who are to receive the New ILC or New Survey. iE•,1 E 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 616 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller 6'17 or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective 6.1 S discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 619 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New 62c ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to 621 , .. Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection 673 Deadline, notwithstanding § 8.3. or§ 13: 624 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to §24.1, that this Contract is 62E terminated; or 626 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter 627 that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer 6`s% requires Seller to correct. 6`9 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 63C 631 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not 637 agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this e33 Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller 62.4 receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on 635 or before expiration of New ILC or New Survey Resolution Deadline). 636 F.37 635 DISCLOSURE, INSPECTION AND DUE DILIGENCE 6339 F.4r). CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 11 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A t" 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND e,- F43 SOURCE OF WATER. 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline , Seller 4= agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's e,4s Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date 647 of this Contract. 64E, 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller e. must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. e.=,r e.E1 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an e adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. F=., Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days E E., after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer EEE, acknowledges that Seller is conveying the Property to Buyer in an "As Is"condition, "Where Is"and"With All EEv. Faults." e.E7 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 6E6. to have inspections (by one or more third parties, personally or both)of the Property, Leased Items, and e=-.9 Inclusions (Inspection), at Buyer's expense. If(1)the physical condition of the Property, including, but not eec limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other eel mechanical systems of the Property, (2)the physical condition of the Inclusions and Leased Items, (3)service to the Property(includingutilities and communication services), systems and components of the Property P Y Y P p Y 662 heatingand plumbing), (4)anyproposed or existingtransportation project, road, street or highway, or ,:�,t (e.g., P P P P j (5)any other activity, odor or noise (whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: ee, 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify e.E,E, Seller in writing, pursuant to§24.1., that this Contract is terminated due to any unsatisfactory condition, 655 provided the Buyer did not previously deliver an Inspection Objection. Buyer's Right to Terminate under this 57C provision expires upon delivery of an Inspection Objection to Seller pursuant to§ 10.3.2.; or 571 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 72 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. e72 F,µ 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before e7E Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 57e or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 577 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on 676 or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and 679 the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by eu'= executing an Earnest Money Release. e"1 10.4. Damage, Liens and Indemnity. 5c2. , 53a 58E 6E,E ES7 ESE,' , 59C , • 591 692 L8 a, 10.5. Insurability. Buyer has the Right to Terminate under§24.1., on or before Property Insurance e9a Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and 59E e premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. 697 10.6. Due Diligence. 596 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents 699 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 12 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A 7 CC and information pertaining to the Property and Leased Items (Due Diligence Documents)to Buyer on or 7 C 1 before Due Diligence Documents Delivery Deadline: 7 C: 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other 7L occupancy agreements, pertaining to the Property.Those leases or other occupancy agreements pertaining 7t 4 to the Property that survive Closing are as follows (Leases): 7'C' - None 7C 7c 7 10.6.1.2. Leased Items Documents. If any lease of personal property(§2.5.7., Leased 7,07 Items)will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information 7 C9 pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 71 C Buyer❑Will ❑Will Not assume the Seller's obligations under such leases for the Leased Items (§2.5.7., 711 Leased Items). 71` 712 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are 14 encumbered pursuant to§2.5.4. (Encumbered Inclusions)above, Seller agrees to deliver copies of the ` evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due 71F. 17 Diligence Documents Delivery Deadline. Buyer ❑ Will ❑ Will Not assume the debt on the Encumbered 7 17 Inclusions (§ 2.5.4., Encumbered Inclusions). 7 1 9 10.6.1.4. Other Documents. Other documents and information: 72C None 7:1 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and -= object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 774 Objection Deadline: 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to§ 24.1., that this Contract 7 is terminated; or 7 3 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of 79 any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 72C 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection 7.=1 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller ' have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 3' 724- Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., ,,, on or before expiration of Due Diligence Documents Resolution Deadline). 7 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of n.E. that certain property owned by Buyer and commonly known as None. Buyer has the Right to Terminate 7`.9 under§24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale '4C Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of 741 Buyer. If Seller does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer 74 waives any Right to Terminate under this provision. 7Y 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer 744 74E ❑ Does ElDoes Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water 74` Addendum disclosing the source of potable water for the Property.®There is No Well. Buyer❑ Does 747 ❑ Does Not acknowledge receipt of a copy of the current well permit. 743 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 749 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE 70C DESCRIBED SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER 7E 1 SUPPLIES. 'E2 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 10.10. Lead-Based Paint. 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or more 7EE residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of 7 E.7 Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 13 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A 7`E.' Paint Disclosure(Sales)form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not 7`9 timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the 7 E C Lead-Based Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under§24.1. by Seller's 7E1 receipt of Buyer's Notice to Terminate on or before the expiration of the Lead-Based Paint Termination 7 ` Deadline. 7E2 7E4 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment 78E. or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has 7E.e a Right to Terminate under§24.1. by Seller's receipt of Buyer's Notice to Terminate on or before the 7E•7 expiration of the Lead-Based Paint Termination Deadline. Buyer may elect to waive Buyer's right to 7ES conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or 7E9 Lead-Based Paint hazards. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer 77C accepts the condition of the Property relative to any Lead-Based Paint as satisfactory and Buyer waives any `'" Right to Terminate under this provision. `` 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired heater 772 774 or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping 77,. purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has i 7r an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a 777 location as required by the applicable building code. 77s 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 779 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 7sC such fact. No disclosure is required if the Property was remediated in accordance with state standards and 781 other requirements are fulfilled pursuant to§ 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer 78: has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been ` used as a methamphetamine laboratory. Buyer has the Right to Terminate under§24.1., upon Seller's 784 receipt of Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on 7sE 78E Buyer's test results that indicate the Property has been contaminated with methamphetamine, but has not 787 been remediated to meet the standards established by rules of the State Board of Health promulgated 788 pursuant to§25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 7789 7 9G 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 791 79- 793 Closing Provisions 794 79E 79 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 797 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the 79s Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to 799 Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer s0C acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required BC 1 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 8Q2 additional information and documents required by Closing Company that will be necessary to complete this 8E3 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or 8C4 before Closing. 805 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑Are 807 ®Are Not executed with this Contract. srs 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 8O9 date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to 810 deliver a set of keys for the Property to Buyer. The hour and place of Closing will be as designated by Title 811 Company. 812 s 1` 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent Si; of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 816 companies). CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 14 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue .347 after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to s c, Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to s-; §2.5.7. (Leased Items). S� SK2 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, S . including the tender of any payment due at Closing, Seller must execute and deliver the following good and s=4 sufficient deed to Buyer, at Closing: 0 special warranty deed ❑ general warranty deed "=' 0 bargain and sale deed 0 quit claim deed 0 personal representative's deed ® general warranty deed written by the Buyers Attorneys Office deed. Seller, provided another deed is not selected, must 627 execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. S29 Unless otherwise specified in §29 (Additional Provisions), if title will be conveyed using a special 6.70 warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions"as defined 3.2 in §38-30-113(5)(a), C.R.S. 6?: 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts V.:v owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including 32.4 any governmental liens for special improvements installed as of the date of Buyer's signature hereon, 12"2t whether assessed or not, and previous years'taxes, will be paid at or before Closing by Seller from the 62.E. proceeds of this transaction or from any other source. ,S27 39 15. CLOSING COSTS,FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND s4c WITHHOLDING. S41 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all S42 other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan 642 specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this 644 Section, the fees will be paid for by Seller. 04` 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by S4r 0 Buyer ❑ Seller El One-Halfby Buyer and One-Half by Seller ❑ Other n/a. V4r S46 15.3. Association Fees and Required Disbursements.At least fourteen days prior to Closing Date, 649 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current ss0 Status Letter, if applicable.Any fees associated with or specified in the Status Letter will be paid as follows: 6`1 15.3.1. Status Letter Fee.Any fee incident to the issuance of Association's Status Letter must 6`` be paid by 0 Buyer®Seller ❑ One-Half by Buyer and One-Half by Seller❑ N/A. SE 15.3.2. Record Change Fee. Any Record Change Fee must be paid by 0 Buyer®Seller SE 4 0 One-Half by Buyer and One-Half by Seller 0 N/A. SEE 6SE 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in Cs7 advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or SSE, working capital due at Closing must be paid by®Buyer 0 Seller 8s9 ❑ One-Half by Buyer and One-Half by Seller 0 N/A. S6C 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will cE 1 be paid by 0 Buyer®Seller 0 One-Half by Buyer and One-Half by Seller 0 N/A. " ` 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by®Buyer 0 Seller 663 0 One-Half by Buyer and One-Half by Seller 0 N/A. S64 SE,S 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be ss.6 paid when due by 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller®N/A. 667 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, ses payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 8'9 Closing by 0 Buyer ❑ Seller 0 One-Half by Buyer and One-Half by Seller®N/A. `7J 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this 871 S72 Contract, do not exceed $n/a for: S7` 0 Water Stock/Certificates 0 Water District 874 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 15 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A 67= ❑Augmentation Membership ❑ Small Domestic Water Company ❑ n/a 8,7E and must be paid at Closing by ❑ Buyer❑ Seller ❑ One-Half by Buyer and One-Half by Seller®N/A. 877 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to 87E' Buyer must be paid by®Buyer❑ Seller❑ One-Half by Buyer and One-Half by Seller ❑ N/A. 79 15.9. FIRPTA and Colorado Withholding. &SC 8.81 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 6,82 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in gg4 this Section is checked, Seller represents that Seller ❑ IS a foreign person for purposes of U.S. income 33E taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for SE'e purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide eZ7 any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 866 authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 669 Seller's tax advisor to determine if withholding applies or if an exemption exists. 89C 891 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of 392 the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if 392 not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any E,94 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 395 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 69€ determine if withholding applies or if an exemption exists. 397 396 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 899 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 9CC 9C 1 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 9cz general real estate taxes for the year of Closing, based on 963 ❑ Taxes for the Calendar Year Immediately Preceding Closing 9C4 ®Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying 9C5 seniors property tax exemption, qualifying disabled veteran exemption or ❑ Other 9CE None 9C` 16.1.2. Rents. Rents based on ❑ Rents Actually Received ❑Accrued. At Closing, Seller will 9c 6transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after 9C9 lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. 911 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and 912 None 912 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations 914 are final. 91" 16.2. Association Assessments. Current regular Association assessments and dues (Association 91E Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular 917 91B Association Assessments for deferred maintenance by the Association will not be credited to Seller except as 919 may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated 94c to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment 921 assessed prior to Closing Date by the Association will be the obligation of❑ Buyer®Seller. Except 922 however, any special assessment by the Association for improvements that have been installed as of the 922, date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller 924 unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special 92E assessments against the Property except the current regular assessments and 92:. None 927 Association Assessments are subject to change as provided in the Governing Documents. 926 929 988, 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession 931 Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any 932 Post-Closing Occupancy Agreement. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 16 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction 924 and will be additionally liable to Buyer, notwithstanding§ 20.2. (If Seller is in Default), for payment of$ 100 92' per day (or any part of a day notwithstanding § 3.3., Day)from Possession Date and Possession Time until ? possession is delivered. 927 92 E. Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following 92, box is checked, then Buyer®Does Not represent that Buyer will occupy the Property as Buyer's principal 9412 residence. 9e, ❑ If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. 942 942 General Provisions 944 94� 943. 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 947 AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will 94 , 949 be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. ,, 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 9E1 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 9E total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 9E paid by Seller), then Seller, upon receipt of the insurance proceeds,will use Seller's reasonable efforts to 9`-4 repair the Property before Closing Date. Buyer has the Right to Terminate under§ 24.1., on or before 9`E Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. 9`6 Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at 9E Closing for all insurance proceeds that were received by Seller(but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance 9E9 policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired yg` prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, 962, if acceptable to Seller's insurance company and Buyer's lender; or(2)the parties may enter into a written 9E4 agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's 9e= sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total HE Purchase Price, plus the amount of any deductible that applies to the insurance claim. 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 1, _b communication services), system, component or fixture of the Property (collectivelyService) (e.g., heatingor Y p P Y 9F9 plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar 971 97` size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 972 such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds 574 received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 97E repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to wiz.' Terminate under§24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at 977 Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase 97 Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 979 Closing. 980 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 31 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 932 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§24.1., on or 932 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should 934 93., Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, yE,E, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in 967 the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or 9s3 exceed the Purchase Price. 93 18.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 99C walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 17 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A complies with this Contract. 992 99' 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty 994 programs that may be purchased and may cover the repair or replacement of such Inclusions. 995. 9i 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 997 acknowledge that their respective broker has advised that this Contract has important legal consequences 99 and has recommended: (1) legal examination of title; (2)consultation with legal and tax or other counsel G99 before signing this Contract as this Contract may have important legal and tax implications; (3)to consult with 1 ccc their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and 11a 1 (4)to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 1cc 1 ccv engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, lrca including deadlines, that must be complied with. 1Cc=_ 1 cc€. 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines lc C 7 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, 1 cc1• including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed 1 CC9 timely as provided in this Contract or waived, the non-defaulting party has the following remedies: 1 c lc 20.1. If Buyer is in Default: 1C'1 1 c 1` 0 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money 1 c 1: (whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest 1 c 14 Money is not a penalty, and the Parties agree the amount is fair and reasonable. Seller may recover such icie additional damages as may be proper.Alternatively, Seller may elect to treat this Contract as being in full 1 c 1 force and effect and Seller has the right to specific performance or damages, or both. 1017 20.1.2. Liquidated Damages, Applicable. This§20.1.2.applies unless the box in §20.1.1. is 1 c 1 . checked. Seller may cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to 1 c 19 Seller and retained by Seller. It is agreed that the Earnest Money amount specified in §4.1. is LIQUIDATED 1 C`c DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided 1 c`1 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations 1c2 of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 1024 20.2. If Seller is in Default: 102E 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as 102e canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may 1 U27 recover such damages as may be proper.Alternatively, in addition to the per diem in § 17 (Possession)for 1 c2E' failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this ''L:9 Contract as being in full force and effect and Buyer has the right to specific performance or damages, or -'' both. 1C°1 2 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under 1023 this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, 1(3.34 failure to perform any replacements or repairs required under this Contract or failure to timely disclose any 1 cac known adverse material facts, Seller remains liable for any such failures to perform under this Contract after 1 c? , Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 1 c survive Closing. 1C'1 1 c2Q 21. LEGAL FEES, COST AND EXPENSES.Anything to the contrary herein notwithstanding, in the event IC 4C of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court 1 041 must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 42 1 C42 expenses. 1C44 1c41, 22. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not 1 c4€ resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the 1 C47 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 1 G46 cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must 1C49 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 18 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A 1 CEO agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share 1 0 E 1 equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed,will terminate if the 1 c entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by .7-.2 one party to the other at that party's last known address (physical or electronic as provided in §26). Nothing in this Section prohibits either party from filing a lawsuit and recording a u s pendens affecting the Property, i cse before or after the date of written notice requesting mediation. This Section will not alter any date in this Contract, unless otherwise agreed. 11,e7 �,�� 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must iCFc release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. ic,JE1 In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to 1 c€- release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) 1 cs2 wait for any proceeding between Buyer and Seller; (2)interplead all parties and deposit Earnest Money into a ' 4 court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees incurred with such action); or(3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) 11'' containing the case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the 1c7c ,1 time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the 113 1,7` Court. The parties reaffirm the obligation of§22 (Mediation). This Section will survive cancellation or 11— ,7�, termination of this Contract. 1074 INS 24. TERMINATION. 1 c 7 e 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract(Right to 1 277 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1 C76 Terminate), provided such written notice was received on or before the applicable deadline specified in this c79 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the 1csc 106 Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right es- to Terminate under such provision. 1CCE2 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received 1 r,z4 hereunder is timely returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. 10,SE and 21. lcm 1Ca7 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and 1 CSS specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any c ,G prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this 109c 1c91 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or iec,` enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by I092 its terms, exists or is intended to be performed after termination or Closing survives the same.Any successor 1 c94 to a party receives the predecessor's benefits and obligations of this Contract. 1 C95 109 26. NOTICE, DELIVERY AND CHOICE OF LAW. 1097 26.1. Physical Delivery and Notice.Any document or notice to Buyer or Seller must be in writing, except as provided in §26.2. and is effective when physically received by such party, any individual named in 1 aG this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working ttcc 1?a 1 with such party(except any notice or delivery after Closing must be received by the party, not Broker or 1102 Brokerage Firm). tic? 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in 1104 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 11 c such party, Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after 11 r€ Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm)at the 1?c, CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 19 of 23 DocuSign Envelope ID:72655A61-01F7-4266-A5EA-D39B070EEA3A 11 CS electronic address of the recipient by facsimile, email or electronic signature. 11Q9 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1)email ilia 111 at the email address of the recipient, (2) a link or access to a website or server provided the recipient 1112 receives the information necessary to access the documents, or(3)facsimile at the facsimile number(Fax 1.113 No.)of the recipient. 1114 26.4. Choice of Law.This Contract and all disputes arising hereunder are governed by and construed ti 112 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign 111 C. a contract in Colorado for real property located in Colorado. 1117 111 E 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, 11 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 112G 11" acceptance pursuant to §26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 11« accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be 1,27, executed by each party, separately and when each party has executed a copy thereof, such copies taken 1124 together are deemed to be a full and complete contract between the parties. 1120 112E 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1127 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1125 Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; 112s and Property Disclosure, Inspection, Indemnity, Insurability Due Diligence and Source of Water. 112C 1131 1122 ADDITIONAL PROVISIONS AND ATTACHMENTS 1133 1134 112.=. 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 113r€ Colorado Real Estate Commission.) 1137 a Seller understands that this Agreement must be approved and ratified by the Eagle County 1136 Board of County Commissioners at a regularly scheduled and public meeting. Upon 1139 acceptance by Seller, Buyer shall schedule said public meeting within twenty(20) days and 114C this Agreement will become effective upon County Commissioner affirmative motion on the 1141 same. For purposes of this Contract. MEC (date of mutual execution of this Contract) as 1142 1142 defined in Section 3.2 shall be the date approved by the Eagle County Board of County 1144 Commissioners at such public meeting. 114E 1145, b. During the period of the MEC to Closing, Seller shall not grant or convey any easement, 1147 lease, encumbrance, license, permit or any other legal or beneficial interest in or to the 1 14b Property without the prior written consent of Buyer, nor shall Seller knowingly violate any 1149 law, ordinance, rule or regulation affecting the Property. Further, Seller agrees to pay, as and 11=,1 when due, any and all encumbrances on and taxes, assessments and levies in respect of the 11=.2 Property through the Closing Date except as may be provided for herein. In the event of any 1153 default by Seller under the terms of any encumbrance on the Property, or any part thereof, or 1154 in the event of any failure by Seller to secure any necessary release or to pay any tax, I i 0.E assessment or levy on the Property. Buyer shall have the right, but not the obligation, to cure 11�" such breach, secure such release or make such payments, as the case may be, and the costs 11 E7 of so doing (including the costs of payingprincipal. interest. late charges. default interest, 11 ES 11=.9 release fees, trustee's fees, reasonable attorney fees, taxes, and assessments) shall be 1160 deducted from the Purchase Price at Closing. 1161 1162 c. All references to "day"or "days"in this Contract are deemed to mean business days. If the 1162° Closing Date is to occur on a holiday or other non-business day, or if any date or deadline 1184 set forth in this Contract expires on a holiday or other non-business day, then such Closing 1161• CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 20 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A "`` Date or other date or deadline shall be extended to the next business day. 1167 1163 11€.9 d. Seller agrees that it shall terminate all leases and/or verbal agreements with third parties 117 c relating in whole or in part to the Property. such termination effective as of the date of 1171 Closing. Any personal property located on or stored on the Property in accordance with such 117 leases or verbal agreements shall be removed from the Property as of the date of Closing. 117' 1t74 e. Damages, Liens and Indemnity. To the extent permitted by law, Buyer, except as otherwise 117`. 1176 provided in this Contract or other written agreement between the parties, is responsible for 1.177 payment for all inspections, tests, surveys. engineering reports, or other reports performed 1173 at Buyer's request(Work) and must pay for any damage that occurs to the Property and 1179 Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind 11 BC against the Property for Work performed on the Property. To the extent permitted by law, 11 s i Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, 1132 damage. cost or expense incurred by Seller and caused by any such Work. claim or lien. This 1162 indemnity includes Seller's right to recover all costs and expenses incurred by Seller to 1184 11 � defend against any such liability, damage, cost or expense, or to enforce this Section, 116.6 including Seller's reasonable attorney fees. legal fees and expenses. to the extend permitted 1187 by law. The provisions of this Section survive the termination of this Contract. This Section 1106 does not apply to items performed pursuant to an Inspection Resolution. 1189 119C f. The Agreement is contingent on the Homeowners Association approval of a leasing permit 1 to employees 11 days after MEC. 1192 1192. 1194 30. OTHER DOCUMENTS. 1195 30.1. Documents Part of Contract. The following documents are a part of this Contract: 1196 30.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is 1197 checked in § 17 the Post-Closing Occupancy Agreement is a part of this Contract. 1196 None 1199 12CC 1201 12C2 1203 1204 30.2. Documents Not Part of Contract. The following documents have been provided but are not a 170E. part of this Contract: 12ce None 1207 120€ 1209 1210 1211 1212 Signatures 1213 1214 121E 1215 1217 �T 1213 V laffY /09C gaeleiIC?g� OOi / Date: 9/9/2022 1,19 122C Buyer: Eagle County, Colorado 1221 By: Jeanne McQueeney, Commissioner 12�7 1222 1224 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 21 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A 12E 122E [NOTE: If this offer is being countered or rejected, do not sign this document.] 122 1229 I 123C 1 3 1 J Date: 9/9/2022 1222 Seller: Kenneth Wheeler ,2v.3 1224 123E, 1227 END OF CONTRACT TO BUY AND SELL REAL ESTATE 1236 1239 124C 1241 1242 BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. 1243 1244 A. Broker Working With Buyer 124E 124e Broker®Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 1 247 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1246 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 12 49 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 12EC 1 2E 1 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1752 mutual instructions, provided the Earnest Money check has cleared. 12E2, 12E4 Broker is working with Buyer as a®Buyer's Agent 0 Transaction-Broker in this transaction. ,125F_ ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship 1 2_557 with Seller. 12E6 125.9 Brokerage Firm's compensation or commission is to be paid by ®Listing Brokerage Firm ❑ Buyer 1268 ❑ Other . 1251 12E2 12b3 This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does • 1264 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be 125 entered into separately and apart from this provision. 12616 1267 Brokerage Firm's Name: The Valley Home Store 128 Brokerage Firm's License#: 10028992 1269 127C 1271 1272 Pat,'ièia 4-le lra4Date: 9/9/2022 1274 127E Broker's Name: Patricia Liermann 1 27E, 1277 Broker's License#: 100028805 1278 Address: 25 Mill Loft Street Ste 200 Edwards, CO 81632 1279 126C Ph: Fax: Email Address: patti@valleyhomestore.org 1261 1262 CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 22 of 23 DocuSign Envelope ID:72655A61-01 F7-4266-A5EA-D39B070EEA3A 1262 1264 1265 126k' kiir. /et" Wit MAT 1267 Date: 9/9/2022 126E Broker's Name: Kimberly Williams 1 269 129C BrokerLicense#: 40046195 1291 Brokerage Firms Name: The Valley Home Store 179= Brokerage Firm's License#: 10028992 1 293 Address: 25 Mill Loft Street, Suite 200 Edwards CO 81632 1294 129,;:- Ph: 970-328-8773 Fax: Email: kwilliams@valleyhomestore.org 125€ 1297 1293 129E 1200 B. Broker Working with Seller _:C1 1302 Broker ❑ Does®Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 13C2 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1304 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 1{05 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1{0,6 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1`07 mutual instructions, provided the Earnest Money check has cleared. 13Cc 1-C9 1 .1 C Broker is working with Seller as a®Seller's Agent ❑ Transaction-Broker in this transaction. 1311 13.12 ❑ Customer. Broker has no brokerage relationship with Seller. See§A for Broker's brokerage relationship 1313 with Buyer. 1314 12'15 Brokerage Firm's compensation or commission is to be paid by ®Seller ❑ Buyer❑ Other . 1316 1317 This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does t 31 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be a19 1320 entered into separately and apart from this provision. 1321 1322 Brokerage Firm's Name: Keller Williams Mountain Properties 13.22. Brokerage Firm's License#: EC 100028738 13.2' 1 32E 1326 13227 1326 Date: 9/9/2022 1329 133C Broker's Name: Michael Routh 1331 1332 Broker's License#: FA.040041274 133.3 Address: 56 Edwards Village Blvd Suite 113 PO Box 5006 Edwards, CO 81632 133.4 3�. Ph: 970-476-1600 Fax: Email Address: michaelrouth@kw.com • 133€ 1337 1336 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) 132,9 CTM eContracts - ©2022 MRI Software LLC - All Rights Reserved CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 23 of 23