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HomeMy WebLinkAboutECHDA24-17 7 Hermits Condominiums_purchase and sale agreementDocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 PURCHASE AND SALE AGREEMENT FOR 7 HERMITS CONDOMINIUMS This Purchase and Sale Agreement (this "Agreement") is executed by 7 Hermit Condos, LLC, a Colorado limited liability company, ("Seller"), and Eagle County Housing and Development Authority, a body corporate and politic ("Purchaser"), effective on the later of the dates on which Seller and Purchaser execute this Agreement (the "Effective Date"). 1. Purchase and Sale. Subject to the terms of this Agreement, Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for, the forty-three (43) two -bedroom, two -bath Condominium Units described in Section 3 below (each, a "Unit" and, collectively, the "Units") within the condominium project known as "7 Hermits Condominiums" as described in Section 2 below. 2. Development of the Project. a. The Project. The Units are part of a condominium project known as 7 Hermits Condominiums to be constructed by Seller in the Haymeadow Planned Unit Development within the Town of Eagle, Colorado (the "Town") comprised of 76 residential units and related common elements and associated on and off -site infrastructure improvements (collectively referred to as the "Project"). The Units are to be established pursuant to the Condominium Declaration for 7 Hermits Condominiums (the "Project Declaration", a draft copy of which is attached hereto as Exhibit A) and the Condominium Map for 7 Hermits Condominiums (the "Project Map"), each of which Seller will record in the Office of the Clerk and Recorder of Eagle County, Colorado (the "Eagle County Records"). The Project is organized pursuant to the laws of the State of Colorado and is defined as a condominium under the general provisions of the Colorado Common Interest Ownership Act, C.R.S. 38-33.3-101, et seq. (the "Act"). The Project Declaration and the Project Map must be recorded prior to the closing of the purchase and sale of the Units the "Closing"). The Project will be located on the property described on Exhibit B attached hereto (the Project Property"), it being acknowledged and agreed that the final legal description of the Project Property will be established by the recorded Project Map and Project Declaration and reflected in the Final Commitment, as discussed in Section 8 below. The Project is intended to consist of 18 one -bedroom, one - bath condominium units and 58 two -bedroom, two -bath units. Purchaser understands and agrees that Seller may, in its sole and absolute discretion, choose to convert six (6) of the 18 one -bedroom, one -bath units to two -bedroom, two -bath units. b. Haymeadow. The Project is also subject to the Declaration for Haymeadow recorded January 27, 2023, under Reception No. 202300905 in the Eagle County Records, and as amended and supplemented from time to time (the "Master Declaration"), which governs the use, operation, and administration of the property subject to the Master Declaration (such property "Haymeadow"). C. Project and Master Associations. In addition to the Project Declaration, the Master Declaration and the Project Map, the Project shall also subject to (i) the articles of incorporation, bylaws, policies, and any rules and regulations (collectively, together with the Project Declaration and the Project Map, the "Project Association Documents") of the 7 Hermits Condominium Association, a Colorado nonprofit corporation (the "Project Association"), to be established under the Project Declaration, and (ii) the articles of incorporation, bylaws, policies, and any rules and regulations (collectively, together with the Master Declaration, the "Master Association Documents") of Haymeadow Association, a Colorado nonprofit corporation (the "Master Association"), as established under the Master Declaration. DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 3. Condominium Units. a. Identification of Units. The Units consist of each condominium unit designated in Exhibit C and an undivided ownership interest in the Common Elements of the Project, including twenty- one (21) garages of approximately 240 square feet to be designated as limited common elements appurtenant to certain of the Units (the "Garages"), as set forth in the Project Declaration. Upon recording of the Project Map and Declaration, each such Unit shall be described in the following form: Condominium Unit , Seven Hermits Condominiums, according to the Condominium Map for Seven Hermits Condominiums and as defined and described in the Condominium Declaration Seven Hermits Condominiums, each to be recorded in the Office of the Clerk and Recorder of Eagle County, Colorado. General floor plans for the Units are attached hereto as Exhibit D. The complete Plans and Specifications including the approximate square footage for the Units are attached hereto as Exhibit E and are discussed in Section 6.c below. b. Substitution of Units. Seller may, upon written notice to Purchaser, request substitution of any Unit with any other unit located on the second or third floor in the same Building as the Unit having the same number of bedrooms and bathrooms, comparable square footage and an appurtenant Garage, if applicable. Purchaser reserves the right to approve or deny any such request for substitution in its reasonable discretion. Garages; Parking. i. Each building within the Project (each, a "Building") will contain six (6) Garages. Purchaser will be entitled to three such Garages in each building to be identified as limited common elements for Units in such Building that will be purchased by Purchaser. At certain times throughout development of the Project, Seller will notify Purchaser of the Garages within a Building or Buildings to be appurtenant to Purchaser's Units within that Building. Within ten (10) days after Seller's notice, Purchaser shall notify Seller which Garages should be limited common elements appurtenant to which of Seller's Units in that Building. If Purchaser's notice is not timely received, then Seller may allocate the Garages in Seller's sole discretion. ii. Purchaser acknowledges that each Unit to which a Garage is appurtenant as a limited common element shall also be allocated the surface parking space immediately outside of the Garage as a limited common element. All Units to which a Garage is not appurtenant shall be allocated and assigned one (1) surface parking space as a limited common element, in locations agreed to by the parties and set forth in Exhibit F to this Agreement. 4. Purchase Price. The purchase price for each Unit is Six Hundred Thousand and No/100 Dollars ($600,000.00) (the "Per Unit Price"), and the purchase price for each Garage is Thirty Thousand and No/100 Dollars ($30,000.00) (the "Per Garage Price"), for a total purchase price for Forty-three (43) Units and Twenty-one (21) Garages of Twenty -Six Million Four Hundred Thirty Thousand and No/100 Dollars ($26,430,000.00) (the "Purchase Price"), which shall be paid as follows: a. Earnest Money Deposit. Within five (5) business days after delivery of the Funding Documents (hereinafter defined) to Purchaser in the form required by Section 10.d.ii. below, Purchaser shall pay Seller an earnest money deposit of Six Million Eight Hundred Eighty Thousand and No/100 Dollars ($6,880,000.00), or One Hundred Sixty Thousand and NO/100 Dollars ($160,000.00) per Unit (the 2 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 Earnest Money Deposit"). Purchaser's failure to timely pay the Earnest Money Deposit shall constitute a material default by Purchaser under Section 15 below. Prior to taking any action as a result of Purchaser's default under this Section 4.a., Seller agrees to give written notice to Purchaser of such default and provide Purchaser a period of three (3) business days to cure such default. b. Treatment of Earnest Money Deposit. i. Purchaser understands and agrees that Seller shall not be required to hold any of the Earnest Money deposit in escrow or in any separate account but may disburse same for the direct benefit of the Project as Seller deems necessary in accordance with the Project budget approved by Purchaser (the "Project Budget") as set forth on Exhibit G attached hereto and incorporated herein, including without limitation for the payment of Project costs or the reimbursement of Project costs paid by Seller or its affiliate. Purchaser shall have the right to review construction loan draws and conduct an audit of costs for the Project as they relate to the Units for informational purposes and to enforce Purchaser's rights provided in this Agreement; provided, however, that Purchaser has no right to approve any construction loan draws. Seller shall comply with such request to review a construction loan draw and provide information necessary for Purchaser to conduct an audit of costs within fifteen (15) days of such request by Purchaser. Except as set forth herein to the contrary, any interest on the Earnest Money deposit shall accrue for the benefit of Seller. Purchaser will be credited toward payment of the Purchase Price at the Closing with the total amount of the Earnest Money deposit, or if the Closing occurs in phases, with a proportional amount of the Earnest Money (without interest) equal to the per -Unit Earnest Money Deposit of $160,000.00 multiplied by the number of Units in the Closing phase. Except as expressly provided in this Agreement, the Earnest Money deposit shall not be refundable to Purchaser. ii. The Earnest Money Deposit shall be secured by a deed of trust in a form as attached hereto as Exhibit G (the "Earnest Money Deed of Trust") which Seller shall sign and Purchaser shall record against the Project Property on or after the date that Purchaser pays the Earnest Money Deposit to Seller. The Earnest Money Deed of Trust shall be subordinate to any deed of trust securing a construction loan to Seller, and no payments shall be due and no interest shall accrue on the Earnest Money Deed of Trust. Purchaser agrees to execute the Project Map and any supplements as a lienholder and upon recording of the Project Map and any supplements, Purchaser shall amend the Earnest Money Deed of Trust to encumber only the Units created by that map or supplement and any remaining development property shown on the map or supplement. At each Closing, Purchaser shall record a release of the Earnest Money Deed of Trust with respect to any Units conveyed in such Closing. At the closing of the sale of any unit within the Project to a party other than Purchaser, Purchaser shall also record a release of the Earnest Money Deed of Trust with respect to that unit. If requested by a lender providing a construction loan to Seller to fund the Project in accordance with the Project Budget, which construction loan is or will be secured by a deed of trust on all or a part of the Project Property, Purchaser shall sign and deliver to such lender a subordination agreement, or similarly -styled agreement, in a form acceptable to such lender in its discretion, under which Purchaser expressly subordinates the Earnest Money Deed of Trust in favor of such lender's deed of trust on the Project Property and which subordination agreement such lender may record in the Eagle County public records. C. Balance. Purchaser shall pay the balance of the Purchase Price (which shall be the Purchase Price less the Earnest Money Deposit paid by Purchaser applied as described in Section 4.b.i above), plus any other amounts owing by Purchaser to Seller under this Agreement, as adjusted under Section 11 below, in cash or certified funds at the Closing. DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 d. Personal Property. The Units are being sold unfurnished and will contain only the appliances and equipment described in the Plans and Specifications. Seller will convey any personal property and fixtures installed within the Units to Purchaser at Closing by bill of sale. Purchaser Sale of Units to Individuals. Purchaser's intent is to sell each Unit acquired hereunder to individuals as part of its mission to provide affordable housing within Eagle County. The following provisions apply to any such re -sale by Purchaser: i. Seller agrees to cooperate, at no cost to Seller, in any sale to a third -party buyer that is to occur simultaneously with any Closing of the sale of a Unit hereunder by conveying the Unit directly to such third -party purchaser. ii. Purchaser agrees that when it sells any Unit to a third -party buyer, it will use its best efforts to sell the Units at an average price that is affordable to a household earning 120% of the 2024 Area Median Income using Purchaser's standard methodology for determining housing affordability. This subparagraph shall survive Closing and shall bind Purchaser with respect to any re- sale of any Unit acquired directly by Purchaser and sold at a later date to a third -party buyer. iii. If Purchaser shall acquire any Unit directly, Purchaser agrees that it will use its best efforts to sell at least one Unit in each Building as soon as practical following the date of Closing. There shall be no restriction on the amount of time Purchaser may rent the Units should Purchaser retain ownership of the Units; provided, however, that if Purchaser desires to rent any Unit to a third party tenant at any time that is two (2) years after the Closing of Purchaser's purchase of the Unit, Purchaser agrees that it will not rent such Unit unless and until Purchaser enters into an agreement with Haymeadow Metropolitan District No. 1 (the "District"), subject to Section 22.m. below and approval of such agreement by the ECHDA Board in a regularly scheduled public meeting, to pay to the District an annual amount equal to the amount of tax that would be payable to the District if the Unit were owned by a party that is not exempt from property taxes, based on the mill levy of the District as of the Effective Date, and the assessed value of the Unit in the year that such payment is due to the District, in an amount not to exceed $2,085 per Unit annually (which cap shall be increased annually by the percentage increase of the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers (CPI-U) for the Denver -Aurora -Lakewood Area). The provisions of this subparagraph shall survive Closing, and Seller shall have the right to include the provisions of this subparagraph as a covenant in the deed conveying any Unit to Purchaser. Contract and Project Matters. a. No FinancingContingency. ontingency. Purchaser understands and agrees that this Agreement is not contingent upon Purchaser obtaining financing for the purchase of the Units. Purchaser shall be solely responsible for making Purchaser's own financial arrangements to enable Purchaser to pay Seller for the Units and Purchaser acknowledges that the satisfaction of any condition imposed by a lender is solely at Purchaser's risk, including, without limitation, the risk of any downward fluctuation in the value of the Units. b. Mechanical System. Seller agrees to construct all seven Buildings in the Project with electric -only mechanical systems, and Purchaser has had the opportunity to verify Seller's Plans and Specifications and accepts same. Seller further agrees to offset at least fifty percent (50%) of the projected common element electric utilities generated by the Project (not including electric vehicle chargers or Garage 4 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 space heaters) by electric output generated by on -site photovoltaic (PV) systems. Purchaser may consult with Seller for a complete understanding of the Project's mechanical systems and strategies. C. Additional Affordable Units. Conditioned upon Purchaser fully performing all of Purchaser's obligations under this Agreement, Seller agrees that it will deliver eighteen (18) Town of Eagle priced capped units (Local Employee Residence Program) and fifteen (15) Town of Eagle Resident Occupied units (as defined in Paragraph 13, Section 2 of Town of Eagle, Colorado Ordinance No. 13 — Series of 2021) within the Project. For the avoidance of doubt, this will be an acceleration of an existing commitment to the Town of Eagle and not in addition to any existing requirements. Construction of the Units. a. Substantial Completion. Seller shall Substantially Complete (hereinafter defined) construction of the Units as provided in this Agreement, subject to Excusable Delays as defined in Section 22.f below. Failure by Seller to Substantially Complete and deliver the Units and all associated Project amenities (including, but not limited to the tot lot, parks, dog runs, and trail access) to the Purchaser by June 1, 2025, subject to Excusable Delays as defined in Section 221 below (the "Substantial Completion Date"), shall constitute a material default by Seller and Purchaser shall have the rights as a result of such default as provided in Section 15.c. below shall apply. Seller shall deliver no more than seven (7) Units per Closing phase, and no two Closings will be scheduled within any thirty (30) calendar day period without Purchaser's consent. No Closing shall occur until each Unit scheduled for Closing is deemed Substantially Complete. Each Unit will be deemed "Substantially Complete" for all purposes under this Agreement when all of the following conditions are satisfied: (i) a temporary or conditional certificate of occupancy ("TCO") or any other document evidencing that the Unit may be legally occupied is issued for the Unit by the Town; ii) all mechanical, electrical, light fixtures, and plumbing fixtures have been installed and are functional; iii) all doors and door hardware, windows and window hardware, cabinetry and cabinetry hardware, countertops, flooring, carpet, tile, and the like are installed; (iv) all appliances are installed and functional; v) the Unit is painted; (vi) the Walk Through List as defined in Section 1 Ld below has been completed to the reasonable satisfaction of Purchaser; (vii) safe access to the Unit is provided, including by way of sidewalks and other access, and all parking spaces and Garages allocated as Limited Common Elements to the Units in the Closing phase are complete, accessible and available for use; and (viii) all associated exterior site work, exterior cement work and paving associated with the Building in which the Units are contained is complete and is available for use by the Unit. In the event a Unit is not deemed Substantially Complete as set forth in this Section 6.a., the Closing shall be delayed until such time as the Unit is Substantially Complete to the reasonable satisfaction of Purchaser. For the avoidance of doubt, no Closing may be scheduled until Seller has furnished to the Town of Eagle either a cash escrow deposit or an irrevocable standby letter of credit in the amount of at least 110% of the estimated costs to complete any then uncompleted common element improvements and amenities within the Project. Purchaser understands that common element improvements such as landscaping, and amenities such as playgrounds, dog park, tot lot, and trail access, or work related to other phases of the Project may not be completed when a TCO is issued for a Unit, and the incompletion of any such areas and the ongoing construction related thereto or other construction at or around the Project shall not delay any Closing. Seller agrees that it shall complete all common element improvements, including but not limited to landscaping, and any other work required by the Town of Eagle for issuance of a final certificate of occupancy ("CO") for the Project as soon as practical after a TCO has been issued for the final Unit. Failure by Seller to obtain a CO for the Project on or before December 1, 2025, subject to Excusable Delays as defined in Section 22.f below, shall constitute a material default by Seller and the provisions of Section 15.c. below shall apply. Notwithstanding the foregoing, Seller shall at all times during construction of the Project provide safe access to the closed Units, DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 including by way of sidewalks or other access, and shall maintain at all times the number of Garages and parking spots allotted and assigned to the closed Units pursuant to Subsection 3.c. above. b. Diligent Construction. Seller shall endeavor in good faith to commence construction of the Project on or before April 1, 2023, but failure to so commence shall not be a default under this Agreement. Seller shall be in material default of this Agreement if Seller fails to commence construction of the Project on or before June 1, 2023, subject to Excusable Delays as defined in Section 22.f below, or if Seller ceases all construction activity for the Project for longer than four (4) consecutive weeks on any single occasion, also subject to Excusable Delays as defined in Section 22.f. Either such event shall constitute a material default by Seller and the provisions of Section 15.c. below shall apply, except that prior to taking any action as a result of Seller default under this Section 6.b., Purchaser agrees to give written notice to Seller of such default and provide Seller a period of three (3) business days to cure such default. C. Plans and Specifications. The Units will be constructed by Seller in substantial conformance with Plans and Specifications submitted to the Town of Eagle in conjunction with the building permit application for the Project, attached hereto as Exhibit E (the "Plans and Specifications") prepared by Seller's architect, NEO Studio (the "Architect"). PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER HAS HAD THE OPPORTUNITY TO REVIEW THE PLANS AND SPECIFICATIONS PRIOR TO PURCHASER'S EXECUTION OF THIS AGREEMENT AND, BY SIGNING THIS AGREEMENT, PURCHASER ACCEPTS AND APPROVES THE PLANS AND SPECIFICATIONS. Seller reserves the right, at its option, (i) to make modifications to the Plans and Specifications required by the Town pursuant to the Town's building permit process or required by any building code, fire code, or other code governing the related improvements, and/or (ii) to substitute or change fixtures, equipment, and materials, and make other minor modifications to the Plans and Specifications as Seller determines, provided, however, under either (i) or (ii) above the Architect certifies that the quality and value of such items and the configuration of such Units either remains unaffected or is considered enhanced by such substitution and changes. Seller agrees to provide Purchaser with a copy of all changes to the Plans and Specifications, along with Seller's architect certification within five (5) days after any change, whether through change order or other documentation. Further, Seller agrees that it shall not modify the Plans and Specifications in any manner that would have the effect of reducing the coefficient of performance of any electric -only mechanical systems below 3.0. d. Square Footage. Statements of approximate square footage of the Units utilizing both the "architectural method" and the "air space measurement method" may be made in the general floor plan for the Units attached as Exhibit D. Purchaser acknowledges that such square footage disclosure utilizing the architectural method measures square footage from the outside edge of all exterior sheathing, from the mid -point of all demising walls between the Units and Common Elements, and from the mid -point of all demising walls between Units and is often used as the measurement in architectural plans. The air space measurement method, typically used in condominium maps and recorded condominium declarations, varies from the architectural method and measures square footage from the inside edge of exterior walls and from the inside edge of demising walls, and is the measurement likely to be listed by the Eagle County Assessor's Office in its public records. Any references to square footage in the Plans and Specifications and/or in Seller's marketing materials likely utilizes the architectural method described above. Purchaser acknowledges and agrees that square footage calculations may be made in a variety of manners and Purchaser will have no right to rescind this Agreement, nor will Purchaser be entitled to any claim for breach of this Agreement or adjustment of the Purchase Price, on account of alleged discrepancies in square footage calculations except as expressly provided in this Section 6.d. below. PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER HAS EITHER INDEPENDENTLY VERIFIED SQUARE 6 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 FOOTAGES CONTAINED IN THE PLANS AND SPECIFICATIONS OR HAS ELECTED NOT TO DO SO. Any change in the estimated square footage contained within the Plans and Specifications for each Unit greater than ten (10%) (increase or decrease) shall constitute a material change, and based upon such material change, Purchaser may terminate this Agreement solely with respect to such altered Unit in its sole discretion. Upon such termination all amounts paid to Seller under this Agreement, with respect to such Unit, including a proportional amount of the Earnest Money Deposit, shall be returned to Purchaser within seven (7) days of Purchaser's notice of termination. e. Construction Tours by Purchaser. Upon reasonable advance request, Seller will allow Purchaser and Purchaser's authorized representatives to tour the construction site; provided, however, Seller may determine in its sole discretion whether the construction site is unsafe for a tour, in which event the requested tour will be postponed until a suitable stage of construction. During periods where tours are permitted by Seller, Purchaser nonetheless acknowledges and understands that during construction of the Units or any other construction of the Project, hazardous conditions will exist and that insurance and security requirements prevent Purchaser and Purchaser's representatives from entering the construction site unless accompanied by an authorized representative of Seller. Any tour of the construction site by Purchaser and Purchaser's representatives will be at their own risk. Purchaser and Purchaser's representatives waive all claims against Seller and its affiliates, lenders, members, investors, contractors, subcontractors, employees and agents and their respective employees and agents for personal injury or property damage caused by any person or thing during such a tour. f. Control of Construction. Purchaser acknowledges that control, direction and supervision of all construction personnel at the construction site will lie exclusively with Seller and that Purchaser may not issue any instructions to, or otherwise interfere with, construction personnel. Purchaser will not perform any work or contract with Seller's contractors or other builders, contractors, interior decorators, or others to perform work in or about the Units until title is transferred to Purchaser at the Closing or otherwise agreed to in writing by Seller in Seller's sole and exclusive discretion. Seller agrees to provide Purchaser with seven (7) days' notice of each OAC meeting conducted in connection with the Project and the Units and agrees that Purchaser and its representatives may attend and participate in any such meetings; provided, however, that Purchaser understands, acknowledges and agrees that Purchaser's attendance or participation in any such meetings shall not give Purchaser any right to direct or influence Seller's architects, consultants or contractors, nor shall attendance grant to Purchaser any rights, or impose on Seller any obligations, other than as expressly provided in this Agreement. 7. Limited Warranty. Seller warrants that construction of each Unit, including all materials and equipment incorporated in and made a part of the structure of the Unit, shall be new as of the date of installation, in substantial conformance with the Plans and Specifications, and shall remain free from defects in workmanship or quality for a period of one (1) year after the date of Closing of the applicable Unit (the "Warranty Period"). For purposes of this Section 7, "defect" or "defects" shall include failure to function or physical damage. Seller represents that Seller, at Seller's sole cost and expense, will cause to be remedied, by repair or replacement, any structural or other defects in the Units which appear within the Warranty Period and resulting property damage to the Unit which result from faulty material or workmanship, provided that Purchaser gives Seller written notice of any such defect within sixty (60) days after Purchaser's discovery of the defect, and in no case later than twenty (20) days following expiration of the Warranty Period; provided, however, that Purchaser shall notify Seller of any defect resulting in any ongoing property damage as soon as reasonably practical after Purchaser's discovery of the defect and no later than 72 hours after discovery of the defect and Seller shall not be responsible for any ongoing property damage caused by failure to timely notify. Any such notice shall be addressed to Seller at the address following Seller's signature below, or such other address for notice furnished to Purchaser in accordance 7 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 with Section 17 below. Seller shall as promptly as practicable, but in no event later than seven (7) business days following receipt of such notice, inspect such claimed warranty defect, and at Seller's sole cost and expense take meaningful steps to remedy such defect and any resulting property damage to the Unit caused by such defect. Such remediation or repair shall be considered complete when the applicable defect has been corrected by the affected equipment or parts being restored to the Plans and Specifications and the other requirements of this Agreement, and in compliance with applicable laws. For purposes of this Section 7, Purchaser's sole remedy (in lieu of all remedies implied by law or otherwise) against Seller in connection with such warranty defects shall be to require Seller to correct the defect in material or workmanship. Seller shall not be responsible for any such defects where the cause is determined to result from Purchaser's or any future owner's actions, negligence, or failure to maintain in a reasonable manner. Notwithstanding anything to the contrary herein, this warranty shall not limit the Purchaser's rights with respect to latent defects, negligence, gross mistakes, or fraud. This limited warranty does not extend to any Common Elements of the Project, including, without limitation, building systems serving the Units. Notwithstanding the foregoing, Seller acknowledges that the heating and air conditioning systems serving the Units are not Common Elements and are covered by the Limited Warranty set forth herein. In the event that Purchaser requests that Seller convey a Unit directly to a third party buyer as provided in Section 4.e.i. above, Seller will provide the limited warranty contained in this Section 7 to such thirdparty buyer. In the event a Unit is conveyed to a subsequent purchaser during the Warranty Period, Seller will provide the limited warranty contained in this Section 7 to such subsequent purchaser for the duration of the Warranty Period, it being understood and agreed that there shall be no extension or renewal of the Warranty Period as a result of any such sale. Additionally, by executing this Agreement, Purchaser agrees to include the foregoing provisions containing Purchaser requirements and obligations in any subsequent purchase and sale agreement for the Units. Any appliance, item of equipment, or other item in the Units (whether or not attached to or installed in the Units) which is a "consumer product" as defined in the Magnuson Moss Warranty Act, 15 U.S.C. § 2301, is hereby excluded from the coverage under this limited warranty. The following are examples of consumer products: fire and security alarm systems, refrigerator, trash compactor, range, dishwasher, garbage disposal, fireplace unit, heat recovery ventilator, hot water heater, water source heat pump, clothes washer and dryer, audio/visual equipment and thermostats. The Units may not contain some of these items, and they may contain other items that may also be consumer products. With regard to any consumer products in the Units, Seller disclaims all warranties. Seller is not responsible for performance under any such manufacturers' warranties in any way. However, Seller hereby assigns and transfers to Purchaser all manufacturer warranties applicable to all such consumer products, subject to final Closing and conveyance of the Units. WITH REGARD TO ANY SUCH CONSUMER PRODUCTS, WHETHER OR NOT WARRANTED BY MANUFACTURERS, SELLER DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY HEREIN, PURCHASER IS NOT WAIVING FOR ITSELF OR ITS SUCCESSORS AND ASSIGNS ANY IMPLIED WARRANTIES AVAILABLE TO PURCHASER AND/OR ITS SUCCESSORS AND ASSIGNS UNDER COLORADO LAW, INCLUDING, BUT NOT LIMITED TO, THOSE OF WORKMANLIKE CONSTRUCTION, HABITABILITY, DESIGN, THAT THE UNITS ARE FIT FOR A PARTICULAR PURPOSE, AND THAT THE UNITS COMPLY WITH APPLICABLE BUILDING CODES. THE ONE- YEAR WARRANTY REFERENCED IN SECTION 7 ABOVE APPLIES ONLY TO SELLER'S OBLIGATION TO CORRECT NONCONFORMING WORK AND IT IS NOT INTENDED TO AND SHALL NOT CONSTITUTE A PERIOD OF LIMITATIONS FOR ANY OTHER RIGHTS OR 8 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 REMEDIES PURCHASER AND ITS SUCCESSORS AND ASSIGNS MAY HAVE REGARDING SELLER'S OTHER OBLGIATIONS UNDER THIS AGREEMENT. EXCEPT AS STATED IN THE FIRST PARAGRAPH OF THIS LIMITED WARRANTY ABOVE, SELLER MAKES NO EXPRESS WARRANTY OR REPRESENTATION OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE OF WORKMANLIKE CONSTRUCTION, HABITABILITY, DESIGN, CONDITION, OR QUALITY AS TO THE PROJECT PROPERTY, THE UNITS, OR THE OTHER IMPROVEMENTS CONSTITUTING THE PROJECT. AS MORE FULLY SET FORTH IN SECTION 20.g. BELOW, SELLER MAKES NO REPRESENTATION OR WARRANTY CONCERNING ANY GEOLOGICAL OR ENVIRONMENTAL MATTERS AND SPECIFICALLY EXCLUDES GEOLOGICAL AND ENVIRONMENTAL MATTERS FROM ANY WARRANTIES GIVEN UNDER THIS AGREEMENT. The provisions of this Section shall survive Closing. 8. Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in Exhibit H attached hereto and incorporated herein (the "Permitted Exceptions"), the documents referred to in Section 10 below and those matters shown on the Project Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company chosen by Seller (the "Title Company") to insure the title to each Unit in Purchaser's name for the amount of the Per Unit Price or, in the case of a Unit with an appurtenant Garage, for the amount of the combined Per Unit Price and Per Garage Price. If the Commitment discloses the existence of any defects in title, other than the Permitted Exceptions, the documents referred to in Section 10 below, those matters shown on the final Project Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within fourteen (14) days after receipt of the Commitment. Thereafter, Seller will have thirty (30) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects and, if necessary, any Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser's receipt of Seller's notice of election not to cure or the end of the thirty (30) day period, either a) to terminate this Agreement, in which event the Earnest Money Deposit and all other amounts paid to Seller under this Agreement will be returned to Purchaser within seven (7) days of Purchaser's notice of termination (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove, or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. No equitable title to any Unit will pass to Purchaser until the applicable Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents during or relating to construction of the Project that do not render title to the Units unmarketable, and that such recordings are permissible, so long as they are validly and properly recorded. 0 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 9. Final Commitment. Promptly following the recording of the final Project Map and any supplement creating the Units and the Project Declaration, Seller shall procure a legal description of the Units and deliver to Purchaser, at least five (5) days before each Closing, the Commitment in a revised form, reflecting the final recorded Project Map, Project Declaration, the final legal description of the Units and other reasonable adjustments to the Commitment (the "Final Commitment"). The Final Commitment will commit to insure marketable title to the Units in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions accepted by Purchaser pursuant to this Section above. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include "owner's extended coverage" and delete or insure over standard printed exceptions Nos. 1-5. 10. Units Owners' Association Matters. a. Association Memberships. As discussed in Section 2 above, Purchaser acknowledges that as owner of the Units, Purchaser shall be subject to the provisions of and restrictions contained in the Project Declaration, the Master Declaration, and the Project Map, shall automatically become a member of the Project Association and the Master Association, and shall be governed by the Project Association Documents and the Master Association Documents. These documents require, among other things, membership by Purchaser in the Project Association and Master Association and payment of assessments to the Project Association and the Master Association. No less than fifteen (15) days prior to the first Closing, Seller shall deliver to Purchaser the final recorded Project Association Declaration and the final recorded Project Association Map. b. Assessments. The estimated homeowner's annual assessments for the Units payable to the Master Association and the Project Association have been provided to Purchaser. Purchaser acknowledges that the assessments are based upon an estimate only and that actual assessments may vary from this estimate. Notwithstanding anything to the contrary herein, Seller agrees that during any period of declarant control of the Project Association, (i) no Project Association special assessment will be levied against the Units and (ii) Project Association annual assessments will not increase by more than fifteen percent (15%) over the annual assessments paid in the immediately preceding year, except if such increase is a result of an increase in actual costs that is not within the reasonable control of Seller and provided that Seller provides proof that the Project Association received three (3) bids for every budget item (where possible) and selected the lowest bid for each budget item. Purchaser may waive the requirement that the Project Association accept the lowest bid. C. Other Restrictions. Purchaser also acknowledges that Purchaser shall be subject to all other instruments and documents properly recorded in the Eagle County Records which concern and restrict the use, occupancy, and maintenance of the Units and the Project. d. Disclosure Documents. Exhibit I contains a list of certain Association and other documents related to this Agreement (the "Disclosure Documents"). With respect to such documents: i. With respect to each Disclosure Document for which a date is entered in the column titled "Date Approved by ECHDA", Purchaser acknowledges that Seller has provided Purchaser with copies of said Disclosure Documents and that Purchaser has approved each such Disclosure Document on the date set forth on Exhibit I. 10 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 ii. Purchaser's obligation to fund the Earnest Money pursuant to Section 4.a. above is contingent upon Seller's delivery to Purchaser of each of the following Disclosure Documents: (1) the fully executed Guaranteed Maximum Price General Contractor Agreement for the Project in the form approved by Purchaser pursuant to Section 10.d.i. above, in an amount consistent with the Project Budget provided to Purchaser in an amount no greater than $32,500,000.00; (2) the fully executed Alpine Bank construction loan documents consistent with the construction loan term sheet and draft construction loan documents provided by Seller to Purchaser pursuant to Section IOAJ above, in an amount not less than $25,000,000.00; the Project Association Year 1 budget with a total operating budget amount less than or equal to $350,000, with the reserve portion of the budget set by a third party reserve study in an amount less than or equal to $120.00 per unit per month, such study to be completed and provided to Purchaser prior to any Closing; the Master Association Year 1 budget with a total operating budget amount less than or equal to $50.00 per unit per month; the Project building permit in the form issued by the Town of Eagle; and a certificate of insurance evidencing builder's risk insurance coverage as set forth in Section 16, below. (each a "Funding Document"). Purchaser shall have no right to approve or negotiate any of the Funding Documents, so long as they are in the form described herein. In the event Seller has not provided Purchaser with the fully executed Guaranteed Maximum Price General Contractor Agreement and the fully executed construction loan documents in the form required by this Section 10.d.ii. on or before May 15, 2023, then either party may terminate this Agreement upon written notice to the other party and neither party will have any further obligations under this Agreement. iii. Any other Disclosure Document listed on Exhibit I and for which a date is not entered in the column titled "Date Approved by ECHDA", Seller shall provide same as soon as reasonably practical and Purchaser shall have the right to review and approve same in Purchaser's reasonable discretion. Exhibit I shall be updated as additional Disclosure Documents are approved by Purchaser. e. Seller's Right to Make Changes. Purchaser acknowledges and understands that the Disclosure Documents may be subject to additional review by the Town and by Seller, and Seller reserves the right to amend any of the Disclosure Documents, at any time or from time to time prior to the Closing as the Town may require or as Seller may deem necessary or desirable to make corrections or to meet the requirements of applicable laws, governmental regulations, lending institutions and marketing programs or so long as the amendments do not materially adversely affect the value or the use and enjoyment of the Units. Seller shall provide notice to Purchaser of all changes made to Disclosure Documents prior to Closing, within fifteen (15) days of such change, and in no event less than fifteen (15) days prior to Closing. hi the event of any change to the Disclosure Documents affecting the value of or use and enjoyment of the Units (a "material change"), Purchaser shall have ten (10) days after receipt from the Seller to review such material change and provide written notice of any objection to Seller. In the event Seller and Purchaser are unable to resolve such objection to Purchaser's reasonable satisfaction, Seller reserves the right to withdraw the change; if Seller does not withdraw the change, Purchaser may, in its sole discretion terminate the Agreement based on such material change, in which event Purchaser shall be entitled to a return of the Earnest Money Deposit and all other amounts paid by Purchaser within seven (7) days of Purchaser's notice of termination. Except as set forth in this Section 10.e. above, Purchaser acknowledges that Seller has reserved the right, at any time after Closing, to amend the Project Association Documents and the Master Association Documents for the purposes and under the conditions outlined under those documents. f. Inclusion in Purchaser's Sales Contracts. Purchaser agrees to include the foregoing provisions of subsections Section 10.a., 10.b., and 10.c. and 10.e. in each contract by which Purchaser agrees to sell any Unit to a third -party buyer, for the benefit of Seller. 11 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 11. Closin;. a. Closing Date. Subject to the provisions of Section 8 (Title), the Closing shall occur in phases after the Units are Substantially Completed as set forth in Section 6.a above, on a date designated by Seller in accordance with the requirements of this Agreement, but otherwise at Seller's discretion, at an hour and place mutually agreed upon by Seller and Purchaser. Seller shall not schedule any Closing within 30 calendar days of any other Closing without Purchaser's written consent. Each Closing will be accomplished by an exchange of the required documents by certified mail or overnight express courier service selected by Seller. Seller, or Seller's agent, will give to Purchaser by way of written notice in accordance with Section 17 below, notice of the date of each Closing at least fifteen (15) days in advance of each scheduled date of Closing, which date may be extended by subsequent written notice of Seller provided such subsequent notice is at least five (5) days in advance of the new scheduled date of Closing. In addition, Purchaser shall be permitted to extend a scheduled date of Closing for reasonable cause or hardship by no more than three (3) business days upon not less than five (5) days advance written notice to Seller. Purchaser further acknowledges that dates given verbally by any agent or representative of Seller are merely estimates and are not binding on Seller. Purchaser understands that Seller is not required to reschedule or to permit a delay in Closing, except as set forth herein. b. Closing Procedures. Each Closing shall be held in Eagle County, Colorado, on the date set by Seller in the notice given under Subsection 1 La. above, unless extended pursuant to Sections 6.a., 8 or 11.a above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions: i. Seller shall deliver to Purchaser an executed and acknowledged general warranty deed to the Units included in the Closing, subject only to those matters as set forth in Section 8 of this Agreement and any other title exceptions waived by Purchaser pursuant to Section 8 above; ii. Seller shall convey title to the personal property and fixtures installed within the Units by a bill of sale; iii. Seller shall deliver to Purchaser the completed Walk -Through List referenced in Section 1 l.d„ a copy of the TCO issued by the Town and as -built plans for each of the Units include in the Closing. In the event Seller fails to deliver as -built plans for each such Unit at Closing, such failure shall not be a default by Seller nor shall it delay Closing, but if Seller has not delivered as -built plans for a Unit within fourteen (14) days after the Closing, Seller shall pay Purchaser the sum of $500.00 per day thereafter until such as -built plans are delivered to Purchaser; iv. Purchaser shall pay the balance of the Per Unit Price and Per Garage Price for each Unit and Garage included in the Closing, less a proportional amount of the Earnest Money Deposit, as required by Section 4 above and the other charges and fees described in this Agreement to be paid at Closing; and V. Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement. C. Closing Costs. Seller shall be responsible for payment of any transfer assessments or taxes owed to the Master Association, and Purchaser shall be responsible for payment of any transfer assessments or taxes owed to the Town of Eagle. Purchaser agrees to pay all fees and payment obligations 12 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 required of Purchaser's lender, and the documentary fee on the deed conveying the Units and the fee for recording that deed. Seller and Purchaser agree to pay all other costs associated with the Closing which are customarily paid by sellers and purchasers in similar transactions in Eagle County, Colorado, including, without limitation, one-half of the Title Company's closing fee. d. Pre -Closing Walk -Through. Prior to each Closing, Purchaser agrees to participate in a walk-through of the Units being transferred in the applicable Closing ("Walk -Through") with Seller's representative to compile a list of items the parties mutually agree need correction ("Walk -Through List"), which Walk -Through List shall be signed by both Purchaser (or Purchaser's designee) and Seller. and shall be considered the complete list of items that require correction by Seller as part of the Walk -Through, but which shall not affect Purchaser's rights under the Limited Warranty or under Colorado law. As part of Seller's notice of Closing as provided in Section 1 l.a., Seller shall provide Purchaser with three (3) date and time options for the Walk -Through that are each at least three (3) business days after Seller's notice and Seller shall make itself available at the date and time chosen by Purchaser. If Purchaser declines or refuses to complete the Walk -Through or have Purchaser's designee do so on Purchaser's behalf at the scheduled time, Purchaser shall be deemed to have conclusively waived Purchaser's right to participate in a Walk -Through and to have a Walk -Through List compiled and addressed by Seller as provided in this Section. The Walk -Through may include testing for radon and mold, inspection of appliances and equipment to be included, and any and all other matters Purchaser deems necessary in Purchaser's reasonable discretion and shall be documented on the Walk -Through List. Any items identified on the Walk -Through List as incomplete or unacceptable as to substantial conformance with the Plans and Specifications and this Agreement shall be completed or replaced, as necessary, by Seller prior to Closing. Purchaser, or Purchaser's designee, shall perform a final inspection of the Units at least one business day prior to Closing. In the event the items on the Walk -Through List have not been completed to the reasonable satisfaction of Purchaser, Closing will be delayed until such time as those items have been completed to Purchaser's reasonable satisfaction. e. Insurance. Purchaser acknowledges that the Project Declaration sets forth the insurance coverage responsibilities governing the Project and accepts same. 12. Adjustments. The following items shall be adjusted as of the date of Closing: a. Taxes and Assessments. Real property taxes and assessments for the year of Closing, based upon the most current assessment and levy, and all assessments or charges imposed on the Project or the Units by any governmental, quasi -governmental or private entity, including, without limitation, the Project Association, the Master Association, and any metropolitan or special districts to which the Project is subject, shall be apportioned to the date of Closing. If real property taxes have not been assessed specifically to the Units in such prior year, Seller may reasonably estimate the amount of such taxes attributable to the Units, which estimate shall be apportioned to the date of Closing and shall be considered a final settlement. b. Working Capital Fund. At Closing, Purchaser shall pay to the Project Association and to the Master Association each an amount equal to three (3) months' regular assessments, as determined in accordance with the Project Declaration, such sum to be part of the working capital fund for each such Project Association. 13. Possession. Purchaser will have possession of the Units upon completion of the Closing. After Purchaser takes possession, portions or phases of the Project may remain uncompleted. Seller and its agents, contractors, and employees will have the right to enter on the Project as necessary to complete the 13 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 Project, and Purchaser acknowledges that construction activities may take place on the site after Purchaser takes possession of the Units. Seller and its agents, contractors and employees will take reasonable measures relative to the safety of Purchaser and Purchaser's lessees, guests and invitees. Purchaser acknowledges that Purchaser's possession will constitute Purchaser's agreement that Purchaser, Purchaser's invitees will remain outside of any fenced or posted construction areas and any other areas in which work is being performed pending completion of the Project. The terms and covenants of this Section 13 will survive the Closing. Further, the terms and covenants of this Section 13 are supplemental to and are not substituted for the covenants, conditions, and restrictions set forth in the Project Declaration and/or the Master Declaration. Purchaser agrees to include the foregoing provisions of this Section 13 in each contract by which Purchaser agrees to sell any Unit to a third -party buyer, for the benefit of Seller. 14. No Brokers. Each party represents to the other that no real estate broker has any claim for compensation or expenses as a result of this transaction and to the extent permitted by law, each party shall indemnify the other against any claims for commissions or other compensation by any other broker or finder with whom the indemnifying party has dealt. 15. Performance; Default. a. Time is of the Essence. Time is of the essence with regard to the performance of the obligations of Seller and Purchaser under this Agreement. If the date for any such performance falls on a Saturday, Sunday, or banking holiday, the date of performance shall be extended to the next regular business weekday. b. Default by Purchaser Before Closin;. If Purchaser is in material default in the performance of its obligations under this Agreement before Closing (including, without limitation, for failure to timely close pursuant to Section I La), and if, within ten (10) business days after receipt from Seller of written notice of the default, Purchaser fails to commence the steps necessary to cure the default and to complete the cure within a reasonable time, Seller's sole remedy shall be to terminate this Agreement. In that event, Seller shall be entitled to retain the Earnest Money Deposit (or so much thereof as has not previously been applied to the purchase of Units) and any interest thereon as liquidated damages. Purchaser and Seller each desire to provide for liquidated damages and agree that if Purchaser is in material default of Purchaser's obligations under this Agreement beyond any period of time provided in this Agreement to cure before Closing, it will be difficult to determine Seller's damages, which include (without limitation) the lost opportunity of selling the Units to another purchaser while it was under contract to Purchaser. Consequently, the parties agree that the liquidated damages provided in this Agreement are a fair and reasonable estimate of Seller's damages. Notwithstanding the foregoing, in the event of a failure to timely close pursuant to Section 1 La., prior to taking any action as a result of such default, Seller agrees to give written notice to Purchaser of such default and provide Purchaser a period of three (3) business days to cure such default. In the event of a failure of Purchaser to fund the Earnest Money Deposit in accordance with Section 4.a after notice and an opportunity to cure, Seller's sole remedy shall be to terminate this Agreement and recover the funds that Purchaser should have deposited, with interest thereon from the date of default until actual payment by Purchaser at the rate of six percent (6%) per annum. No delay or failure of Seller in the exercise of any right or remedy provided for hereunder shall be deemed a waiver of the right by Seller, and no exercise or partial exercise or waiver of any right or remedy shall be deemed a waiver of any further exercise of such right or remedy or of any other right or remedy that Seller may have. C. Default by Seller Before Closing. If Seller is in material default in the performance of its obligations under this Agreement (a "Default") before Closing (including, without limitation, failure to Substantially Complete and deliver the Units to Purchaser pursuant to Section 6.a. 14 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 above), and if, with respect to any Default other than Seller's failure to Substantially Complete and deliver the Units to Purchaser pursuant to Section 6.a. above (which shall not be subject to a right to cure), within ten (10) business days after receipt from Purchaser of written notice of the Default, Seller fails to commence the steps necessary to cure the Default and to complete the cure within a reasonable time, then Purchaser may terminate this Agreement upon written notice to Seller, in which event Purchaser shall be entitled to a return of the Earnest Money Deposit paid by Purchaser, less any portion thereof that may have previously been applied to the Closing of the sale of Units to Purchaser (with simple interest at the rate of six percent (6%) percent per annum (the "Seller Default Rate")) within seven 7) days of delivery of notice of termination to Seller. Purchaser expressly waives all claims against Seller for specific performance. Notwithstanding the foregoing, in accordance with Section 6.b. above, in the event of a failure of Seller pursuant to commence construction of the Project on or before June 1, 2023 or if Seller ceases all construction activity for the Project for longer than four (4) consecutive weeks on any single occasion, prior to taking any action as a result of such default, Purchaser agrees to give written notice to Seller of such default and provide Seller a period of three (3) business days to cure such default. Upon the occurrence a Default described in this Section 15 beyond any period of time provided in this Agreement to cure before Closing, and in the event Seller fails or refuses or is unable to return the Earnest Money Deposit because the funds have been expended on Project costs, then following the date that is fourteen (14) days from the delivery of the notice of termination, Purchaser may proceed to enforce the Earnest Money Deed of Trust executed in connection herewith by foreclosure or otherwise, and all expenses incurred by Purchaser in connection with such enforcement shall be deemed indebtedness of Seller to Purchaser, and a part of and secured by the Earnest Money Deed of Trust. No delay or failure of Purchaser in the exercise of any right or remedy provided for hereunder shall be deemed a waiver of the right by Purchaser, and no exercise or partial exercise or waiver of any right or remedy shall be deemed a waiver of any further exercise of such right or remedy or of any other right or remedy that Purchaser may have. d. Default After Closin ;. In the event of a default by either party arising after Closing of the sale of all of the Units, the non -defaulting party shall have all rights and remedies permitted by law or equity or provided for in this Agreement. In no event shall any claim be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations or statute of repose. e. Effect of Closing. Upon conveyance of the Units and completion of the Closing, Seller and Purchaser shall be released from their respective obligations under this Agreement except those that, by their express terms, survive Closing. f. IMPORTANT NOTICE: Mandatory Alternative Dispute Resolution. Seller and Purchaser agree that this Agreement and any dispute arising out of or related to this Agreement shall not be bound by the Alternative Dispute Resolution Procedures set forth in Article 16 of the Project Declaration to be delivered to Purchaser pursuant to Section 9.c10.d above (the Procedures"). Initials: Purc as& Sell 15 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 16. Risk of Loss; Insurance; Casualty. a. Allocation of Risk. Seller shall bear the risk of loss to the Units until Closing. After Closing, Purchaser shall bear all such risk of loss. b. Insurance. i. Upon execution of this Agreement, Seller shall provider Purchaser with a certificate of insurance evidencing existing fire, commercial general liability, builder's risk and other insurance policies held by Seller or its contractors with respect to the Project and the Units, and Seller shall maintain or require that its contractors maintain such insurance continuously in effect until all of Seller's obligations under this Agreement have been discharged, including satisfaction of any warranty periods under this Agreement. Upon request, Seller shall provide a copy of all actual insurance policies and/or required endorsements required under this Agreement within five (5) business days of a written request from Purchaser. ii. Purchaser's obligation to fund the Earnest Money pursuant to Section 4.a. above is contingent upon Seller's delivery to Purchaser of a certificate of insurance evidencing builder's risk insurance coverage as set forth in this Section 16. C. Termination Following Casualty. If casualty by fire or otherwise occurring prior to Closing damages more than twenty percent (20%) of any Building in which the Units are located or more than thirty percent (30%) of the Units, then Seller shall have the right to terminate this Agreement by giving notice to Purchaser within twenty (20) days after the date of determination of the percentage of damage. With any such notice, Seller shall return to Purchaser the Earnest Money Deposit paid by Purchaser (without interest), Purchaser acknowledging that Purchaser shall have no other remedy for Seller's failure to proceed to Closing because of such damage, and the parties shall be released from all other obligations under this Agreement. If (i) the casualty damage exceeds the percentage limitations set forth above, and if Seller does not give Purchaser notice of Seller's intent to terminate this Agreement within twenty (20) days as provided above, or (ii) the casualty damage does not exceed such percentage limitations set forth above, then in either case, Seller shall repair the damage and rebuild the Units as soon as reasonably practicable, and the Closing shall be delayed as necessary to allow the completion of such repair and rebuilding work, which delay is permissible beyond the date for Substantial Completion of the Units as set forth in Section 6.a above. The Architect who designed the Project shall be the sole party responsible for determining the percentage of damages for purposes of this Section. d. Eminent Domain. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Units, Seller shall promptly notify Purchaser in writing of such condemnation action. Buyer shall have the right to terminate this Agreement under this Section 16(d) on or before closing based on such condemnation action, in Buyer's sole and subjective discretion. Upon such termination, the Earnest Money Deposit and all other amounts paid to Seller in connection with this Agreement shall be refunded to Buyer within seven (7) days of Buyer's notice of termination and neither party shall have any further obligations under this Agreement. Should Purchaser elect to Close this Agreement despite such diminution in value to all or a part of the Units, Purchaser shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in value of the portion of the Units taken. Notwithstanding the foregoing, Purchaser may independently assert any separate claims against the condemning authority. 16 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 17. Notices. a. Form. All notices or deliveries required under this Agreement shall be delivered by email transmittal to the email address for Purchaser or Seller set forth under their signatures below, and shall also be hand -delivered or given by regular mail or overnight courier directed to the address of Purchaser or Seller set forth under their signatures. All notices so given shall be considered effective, if hand -delivered, when received; if delivered by courier, one business day after timely deposit with the courier service, charges prepaid; if mailed, three days after deposit, first class postage prepaid, with the United States Postal Service. Either party may change the address to which future notices shall be sent by notice given in accordance with this Section. Seller's agent or attorney may send notices at the direction of and in place of Seller. The email address set forth beneath the signature of Seller or Purchaser, as applicable, below shall be used for email notices. A copy of any notice to Seller shall also be given to Greg Perkins, Wear Travers Perkins LLC, 97 Main Street, Suite E202, Edwards, CO 81632, email: gperkins&wtpvail.com. A copy of such notice to Purchaser shall also be given to Eagle County Attorney, P.O. Box 850, 500 Broadway, Eagle, CO 81631, email: attorney@eaglecounty.us. 18. Purchaser Assignment; No Marketing; Seller Assignment. a. Purchaser Assi ngment. This Agreement is personal to Purchaser, and Purchaser may not assign this Agreement without the prior written consent of Seller. Any purported attempted assignment of this Agreement without Seller's written consent, shall be voidable. Seller's refusal to consent to an assignment of this Agreement shall not entitle Purchaser to terminate this Agreement or give Purchaser any rights or claims for damages against Seller. Notwithstanding the foregoing, Purchaser may assign this Agreement upon advance written notice to and without the consent of Seller to a governmental, quasi - governmental or other type of entity formed for the purpose of owning the Units b. Seller Assignment. Seller may assign its rights and delegate its duties under this Agreement to any affiliate of Seller, or to any lender to Seller, without Purchaser's consent, so long as Seller gives advance written notice of such assignment to Purchaser. If any assignment by Seller (or its successors or assigns) shall be for the purpose of securing a lender to Seller (or its successors or assigns), Purchaser's rights under this Agreement shall, at the option of such lender, be subject and subordinate to the rights of such lender. In the event of a conflict between this Section and any other Section of this Agreement, this Section shall prevail. 19. Public Document. Neither this Agreement nor any memorandum or notice of it shall be recorded in the real property records of Eagle County, Colorado. In the event the Agreement is recorded by Purchaser, upon written notice from Seller of such recording, Purchaser shall remove or release the recorded Agreement from the real property records of Eagle County, Colorado as soon as practical after receiving such notice. Upon failure of Purchaser to so remove or release the recording of this Agreement, Seller shall be entitled to appropriate and immediate equitable relief to compel removal or release (and Purchaser shall be responsible for all reasonable attorneys' fees and costs incurred in such action), and Purchaser shall execute and deliver to any title company through which closings of other units within the Project occur any documentation required by such title company to insure title in purchasers of such units free and clear of any interest of Purchaser in same. The recording of this Agreement or any memorandum or notice of it in the real property records of Eagle County, Colorado, shall not be considered for any purpose as constituting a cloud or defect upon the marketability of Seller's title to the Units or any other property comprising the Project or adjacent to or in the vicinity to the Project. Notwithstanding any other provision of this Section 19, Seller acknowledges that this Agreement must be approved by the ECHDA Board in a public meeting; that a copy of the Agreement will be attached to the public agenda for such 17 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 meeting; and that the fully executed Agreement will be stored in a public database; and that no such actions shall constitute a default by Purchaser under this Agreement. 20. Representations, Warranties and Understandings of Purchaser. a. No Representations. NO BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN ANY WRITING PROVIDED BY SELLER, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHALL NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SELLER. PURCHASER ALSO ACKNOWLEDGES AND HEREBY REPRESENTS THAT NEITHER SELLER, NOR ANY BROKER FOR SELLER, NOR ANY OF THEIR AFFILIATES, EMPLOYEES, AGENTS, BROKERS OR SALES AGENTS HAVE REPRESENTED OR OFFERED THE UNITS AS AN INVESTMENT OPPORTUNITY FOR APPRECIATION OF VALUE OR AS A MEANS OF OBTAINING INCOME. PURCHASER ALSO ACKNOWLEDGES THAT SELLER NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, BROKERS OR SALES AGENTS HAVE DISCUSSED OR MADE ANY REPRESENTATIONS AS TO THE RESALE, RENTAL OR OTHER INCOME FROM THE UNITS OR AS TO ANY OTHER ECONOMIC OR TAX BENEFIT. Initials: ns Purchase ALS b. Acknowledgment. Purchaser acknowledges that it has reviewed and understands all documents referenced in this Agreement. Further, Purchaser acknowledges that Seller has advised Purchaser to obtain legal counsel to review all aspects of the transaction contemplated by this Agreement, and to represent Purchaser in connection with the examination of title and the Closing. C. No Short -Term Rentals. Purchaser acknowledges and agrees that Section 10.2 of the Project Declaration contains restrictions on Purchaser's rental and leasing activities, including, without limitation, a prohibition against renting or leasing the Units for a term of less than thirty (30) days. d. Project Association Access to Units. Purchaser acknowledges and accepts that the Project Declaration contains certain easements to the benefit of the Project Association allowing the Project Association access to and through the Units in connection with the maintenance of its areas of responsibility. e. Seller Solely Responsible for Obligations. Seller may have common or related ownership and/or management with Abrika Properties, LLC, a Florida limited liability company. However, Seller is a separate, single -purpose entity that is solely responsible for all of its obligations and liabilities, and it is not the agent of Abrika Properties, LLC or any other entity. Any obligation or liability of Seller shall be satisfied solely from the assets of Seller. f. Master Association. Purchaser acknowledges that the Master Association is responsible for the management, maintenance and operation of Common Areas, as the same are defined in the Master Declaration, within Haymeadow. Purchaser acknowledges that the Master Association is not charged with any specific responsibility within the Project, including, without limitation, the responsibility for any maintenance of Common Elements (as defined in the Project Declaration), which shall be the responsibility of the Project Association in the manner described in the Project Declaration unless and until the Project Association and Master Association enter into a future agreement governing same. However, IN DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 the Master Association does have rights related to enforcement of community appearance and standards that may be exercised with respect to the Project and the Units. g. Haymeadow Metropolitan District No. 1. Purchaser acknowledges that the Project is located within the boundaries of the Haymeadow Metropolitan District No. 1 (the "District"). Eligible electors and property owners within the boundaries of the District previously authorized the District to impose property tax levies and facilities fees and to issue bonds in amounts sufficient to construct or purchase certain improvements within Haymeadow. No additional eligible elector or property owner approvals are required prior to such imposition of property tax levies or the issuance of debt within previously approved amounts within the Project. Further, Purchaser acknowledges that the District intends to issue debt pursuant to such previously approved authorizations, which will be used to repay funds advanced to it to complete infrastructure, and to pay for other infrastructure and proper expenses of the District. Subject to applicable laws, regardless of whether a property owner was a property owner as of the date that the initial authorization was given to impose property tax levies or issue the bonds, such property owner will be responsible for the payment of taxes that are levied for the purpose of repaying such bonds issued by the District. h. Incomplete Development. Purchaser acknowledges and recognizes that because Purchaser will be purchasing the Units during a period in which construction is or will be occurring and that the Units may be completed prior to the completion of other units in the Project and other developments in the vicinity of the Project, there may be certain inconveniences until construction is completed, and Purchaser waives all claims with respect thereto. Purchaser agrees that if Purchaser, Purchaser's family, guests, employees, contractors, agents, or invitees enter onto any area of construction, they do so at their own risk, and neither Seller, nor Seller's contractors, if any, agents or employees shall be liable for any damage, loss or injury to such persons. Substantial construction -related activities relating to the development of the Project or other projects in the vicinity may cause considerable noise, dust and other inconveniences to the Purchaser and other owners within the Project. These activities may include, without limitation: (i) construction traffic (including, without limitation, construction vehicles, equipment, and vehicles used or owned by Seller or its affiliates and any of their respective construction contractors, or their employees) traveling on the roads, drives and parking areas serving the Project; and (ii) construction activities (including, without limitation, completion of site work and the construction of improvements). Purchaser agrees that Purchaser will not have the right to rescind this Agreement or to claim any breach of this Agreement on account of the existence or occurrence of such construction activities and such impacts and disturbances. i. Other Property Uses Within Haymeadow. Purchaser acknowledges that other properties located in the vicinity of the Project within Haymeadow may be developed pursuant to the land uses and restrictions set forth in the Planned Unit Development documentation for Haymeadow, with no representation being made herein concerning the planned uses of such other properties. Purchaser acknowledges that the zoning for the Project Property is located and for other properties in the vicinity of the Project within Haymeadow is established and governed by such Planned Unit Development documentation. Any amendment of such documentation requires approval by the Town. By executing this Agreement, Purchaser has not relied upon any statements or representations regarding the Project or any other properties, including, without limitation, any representations made by Seller, except for the statements and representations expressly set forth in this Agreement and the Planned Unit Development documentation for Haymeadow. j. Future Adjacent Development. Purchaser acknowledges that nearby properties, located adjacent to the Project, contemplate additional development, and that possible developments or 19 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 redevelopments within the vicinity of the Project and Haymeadow, may occur. Such developments or redevelopments may impact views from the Units and/or the Project and may create other impacts and nuisances. Purchaser further acknowledges that the development plans currently contemplated for such projects may change. Purchaser is advised to review the applicable PUDs and to inquire with the Town if concerns exist regarding future development within such areas and their related heights or other impacts. k. Nuisance Disclaimer. Purchaser hereby acknowledges that living in a multi -story building entails living very close to other persons, traffic and public transportation and uses with attendant limitations on solitude and privacy. Walls, floors and ceilings have been designed to meet applicable building codes. However, in a multi -story building, Purchaser will hear noise from adjacent units within the Project, including but not limited to, noise from showers, bathtubs, sinks, toilets or other sources of running water and/or plumbing fixtures. Also, Purchaser may hear noise from such items as recreational activities, indoor and outdoor concerts, and activities held within the Project or on other property adjacent to the Project, vacuum cleaners, stereos, televisions, or people running, walking, exercising and socializing. Purchaser can expect to experience unpredictable levels of sound, light, music, noise, odors, vibrations, traffic congestion and other nuisances from the Proj ect and from other uses and developments in the vicinity of the Project, including, without limitation, from concrete and hardwood surfaces. Purchaser may also experience light entering the Units from lights located in close proximity to the windows and doors of the Units. Purchaser hereby releases Seller from any and all claims arising from or relating to the presence of noises, odors, and vibrations from the Project and from other uses and development in the vicinity of the Project; from adjacent units within the Project; and light in and about the Project and the Units; and the appearance of signage that from time to time may be erected. The foregoing impacts and nuisances shall not constitute an interference or disruption to the use and quiet enjoyment of the Units. Notwithstanding the foregoing, this Section 20.k. shall not affect Purchaser's rights under the Limited Warranty or under Colorado law with regard to construction defects. 1. No View Easement. Notwithstanding any representation made to Purchaser to the contrary by Seller, any real estate agency or any agent, employee or representative of Seller, or any other person, and by signing this Agreement, Purchaser acknowledges and agrees, there is no easement or other right, express or implied, for the benefit of Purchaser or the Units for light, view or air included in or created by this Agreement, the Project Declaration, the Master Declaration, or as result of Purchaser owning the Units. Purchaser acknowledges that it has in no way relied upon any statements or representations as to the location, height, design, dimensions or other elements of any development in the vicinity of the Project in connection with Purchaser's purchase of the Units. Any such elements depicted on models or other renderings cannot be relied upon as accurate. In. No Smoking. Purchaser acknowledges that smoking is strictly limited within the Project in the manner set forth in the Project Declaration and the rules and regulations of the Project Association. n. Materials. Purchaser acknowledges that certain exterior improvements, such as those on terraces and balconies, may "hum" in windy conditions. Purchaser acknowledges that such noises shall not constitute an interference or disruption to the use and quiet enjoyment of the Units. Purchaser also acknowledges that (a) hardwood floors and other wood products in the Units, if any, are (or will be) constructed of natural materials that may fade, cup, crack, shrink, separate or warp, (b) hardwood or engineered product floors, if applicable, are (or may be) floating assemblies and will move, shrink or shift based on humidity levels, which may cause gaps in the floor planks, and (c) the floor structure of the Units is (or will be) constructed or timber and concrete, which, in order to protect the structural integrity of the building cannot be penetrated without the prior written consent of the Executive Board of the Project 20 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 Association. Further, Purchaser understands that certain features, items and equipment (including, without limitation, paint, tile, stone and/or mechanical equipment) are subject to change or variation naturally or by the manufacturer and may vary from those depicted in the Plans and Specifications or any marketing materials of Seller. Noise transference is greater for wood floors than for carpeted floors. o. Grilling; Patio Furniture. Purchaser acknowledges that grills, hot tubs, patio furniture and the balcony, patio and terrace areas of the Units are or may be regulated by the Project Declaration and the rules and regulations of the Project Association. P. Radon Gas. The Colorado Department of Health and the United States Environmental Protection Agency (the "EPA") have detected elevated levels of naturally occurring radon gas in certain residential structures throughout the State of Colorado. The EPA has voiced concerns about the possible adverse effects to human health from the long-term exposure to high levels of radon gas. Prior to Closing, Purchaser and Purchaser's designee may at Purchaser's option and Purchaser's expense perform a radon test for any Unit. If the results of any test indicate levels of radon in excess of 4.0 picocuries per liter, Seller shall mitigate the radon at its expense to levels below 4.0 picocuries per liter in affected Units prior to Closing. Purchaser is hereby advised that the Seller is not qualified and has not undertaken to evaluate all aspects of this issue and that Seller has made no representation or warranty, express or implied, concerning the presence or absence of radon in the soils at or adjacent to the Project or the Units. Purchaser hereby (i) acknowledges that it has read the foregoing disclosure and fully understands its content, and (ii) to the fullest extent permitted by law, for itself, its heirs, administrators, executors, successors and assigns, releases Seller from any and all liability with respect to the matters discussed in this paragraph, so long as any radon found in any Unit is mitigated as set forth herein. q. Condensation. hi the event of cold outside air temperatures and/or high humidity inside the Units, condensation and/or frost and ice may form on the aluminum frame and/or glass. Purchaser acknowledges the responsibility to maintain Units humidity within levels specified by the warranty materials provided to Purchaser, and that Seller is not responsible for any damage to the Units or to personal items in the Units, including, but not limited to, hardwood flooring or other flooring material or gypsum drywall, which may occur due to condensation resulting from high humidity levels. r. Mold. Fungi, mold, toxic mold, mycotoxins, microbial volatile, dust mites, mildew, organic compounds and other micro-organisms (collectively, "Mold") naturally occur in soil, water, plants and air. Mold may be present in varying quantities within any indoor environment, including the Units and Common Elements, and may be present on the materials used in the Units. Mold is a known allergen which can cause respiratory problems in some people and aggravate asthma symptoms. According to the EPA, other health effects may be linked to toxic mold, including immune system suppression, acute or chronic liver or central nervous system damage, endocrine effects, and cancer, based on case reports and occupational studies. Purchaser is hereby advised that the Seller is not qualified and has not undertaken to evaluate all aspects of this issue. Prior to Closing, the correction or mitigation of any Mold in fact existing in any Unit shall be the sole responsibility of Seller. Subsequent to Closing, Purchaser assumes all responsibility for the maintenance of the Units necessary to keep the Units free, to the greatest extent possible, from Mold and other indoor environmental contaminants. Purchaser hereby (i) acknowledges that it has read the foregoing disclosure and fully understands its content and (ii) to the fullest extent permitted by law, for itself, its heirs, administrators, executors, successors, and assigns, releases Seller from any and all liability with respect to the matters discussed in this paragraph. Notwithstanding the foregoing, this Section 20.r. shall not affect Purchaser's rights under the Limited Warranty or under Colorado law with regard to mold occurring in a Unit as a result of a construction defect. 21 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 S. Authorization and Liability. Purchaser shall deliver to Seller at or prior to Closing a copy of a resolution of Purchaser, duly adopted as required by the laws of the State of Colorado, authorizing the purchase of the Units, together with all other documents required by Colorado law to enable Purchaser to hold title to the Units. t. Materiality. Purchaser acknowledges and agrees that the disclaimers contained in this Section 20 are material to Seller entering into the Agreement and, as such, Purchaser specifically acknowledges Purchaser's awareness of each disclosure and agrees to advise any subsequent purchaser of the Units of same. Purchaser agrees that neither Purchaser nor anyone acting on behalf of Purchaser shall make any conflicting representations with respect to such matters. U. Survival. The provisions of this Section 20 shall survive Closing. V. Purchaser agrees to include the foregoing provisions of this Section 20 in each contract by which Purchaser agrees to sell any Unit to a third -party buyer, for the benefit of Seller. 21. Required Disclosures. a. Potable Water Source. THE SOURCE OF POTABLE WATER FOR THE UNITS IS A WATER PROVIDER, WHICH CAN BE CONTACTED AS FOLLOWS: Town of Eagle 200 Broadway P. O. Box 609 Eagle, Colorado 81631 970-328-6354 https://www.townofeagle.org/414/Town-Utilities NOTE TO PURCHASER: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NON-RENEWABLE GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. b. Carbon Monoxide Alarms. IN ACCORDANCE WITH COLO. REV. STAT. § 38-45-102, SELLER ASSURES PURCHASER THAT AN OPERATIONAL CARBON MONOXIDE ALARM IS INSTALLED WITHIN FIFTEEN FEET OF THE ENTRANCE TO EACH ROOM LAWFULLY USED FOR SLEEPING PURPOSES OR IN A LOCATION AS SPECIFIED IN ANY BUILDING CODE ADOPTED BY THE STATE OR ANY LOCAL GOVERNMENT ENTITY. C. RESPA Disclosure. As required by the Real Estate Settlement Procedures Act of 1974, Purchaser acknowledges that Seller has not directly or indirectly required Purchaser, as a condition of sale, to purchase either a fee owner's or mortgagee's title insurance policy from any particular title company. If Purchaser does not wish Seller to purchase the Title Insurance Policy from the Title Company as provided in this Agreement, Purchaser may elect to obtain such title insurance from a title company of his or her choice and shall pay, at Closing, that portion, if any, of the Title Insurance Policy premium in excess of what the premium would have been if Purchaser had accepted the Title Insurance Policy offered by Seller. 22 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 d. Colorado Common Community Disclosure: THE UNITS ARE LOCATED WITHIN CO INTEREST CO NITIES AND ARE SUBJECT TO THE PROJECT DECLARATION AND THE MASTER DECLARATION CO RISING SUCH CO NITIES. THE OWNER OF THE UNITS WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' PROJECT ASSOCIATIONS FOR THE CO NITIES AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE PROJECT ASSOCIATION AND THE MASTER ASSOCIATION. THE PROJECT DECLARATION AND THE MASTER DECLARATION AND THEIR RESPECTIVE BYLAWS, POLICIES AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE O ER OF THE UNITS, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE PROJECT ASSOCIATION AND OF THE MASTER ASSOCIATION. IF THE O ER DOES NOT PAY THESE ASSESSMENTS, THE PROJECT ASSOCIATION OR MASTER ASSOCIATION COULD PLACE A LIEN ON THE UNITS AND POSSIBLY SELL THEM TO PAY THE DEBT. THE PROJECT DECLARATION AND MASTER DECLARATION AND THEIR RESPECTIVE BYLAWS, POLICIES AND RULES AND REGULATIONS MAY PRO BIT THE OWNER FRO MAKING CHANGES TO THE UNITS OR RELATED LIMITED CO ELEMENTS WITHOUT AN ARCHITECTURAL REVIEW BY THE PROJECT ASSOCIATION AND/OR THE MASTER ASSOCIATION (OR BY A CO TTEE THEREOF) AND THE APPROVAL OF THE PROJECT ASSOCIATION, MASTER ASSOCIATION OR CO TTEE. PURCHASERS OF PROPERTY WITHIN THE CO INTEREST CO NITIES SHO LD INVESTIGATE U THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE PROJECT ASSOCIATION AND MASTER ASSOCIATION. PURCHASERS SHO LD CAREFULLY READ THE PROJECT DECLARATION AND MASTER DECLARATION AND THEIR RESPECTIVE BYLAWS, POLICIES AND RULES AND REGULATIONS. e. Special District Acknowledgment. By executing this Agreement Purchaser acknowledges the following: SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO NERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FRO ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY O ERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHO T SUCH AN INCREAUE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROJECT PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROJECT PROPERTY, AND BY OBTAINING FURTHER INFORMATION FRO THE BOARD OF COUNTY CO SSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. f. Insulation of Premises. Seller and Purchaser hereby acknowledge pursuant to Section 460.16 of the Federal Trade Commission Regulations regarding labeling and advertising of home insulation, that the types, thicknesses and R-Values of insulation presently anticipated to be installed in the Units at the time of Closing shall be as set forth below: 23 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 Insulation Disclosure Table Area Insulated Assembly Name Exterior Rigid Insulation Cavity Insulation R-Value Exterior Wall TYPE 36 N/A 5.5" BATT INSULATION 20 Exterior Roof/Floor N/A 16" FIBERGLASS BATT INSULATION 60 Interior Assemblies Unit Floor / Ceiling N/A 3" MIN MATT INSULATION 10.5 Unit Demising Wall TYPE 1 N/A 3" MIN BATT INSULATION 10.5 Unit Corridor Wall TYPE 1 N/A 3" MIN BATT INSULATION 10.5 The "R-Value" indicates the resistance of insulation to heat flow. The higher the R-Value, the greater the insulating power. Seller has not made its own independent determination of the R-Value data provided to Seller by the insulation manufacturer. g. Important Notice Regarding Soils Condition. Purchaser acknowledges that it has been advised by Seller and understands, that the soils within the State of Colorado consist of both expansive soils and low -density soils which will adversely affect the integrity of the Units if not properly maintained, and may cause concrete flatwork and paving to crack or heave due to settling, expansion and contraction. h. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, AND SELLER HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION CONCERNING ANY GEOLOGICAL OR ENVIRONMENTAL MATTERS PERTAINING TO THE PROJECT OR THE LAND UNDERLYING THE PROJECT. However, Seller acknowledges and agrees that the Units and all improvements at the Project shall be constructed in accordance and recommendations set forth in the Soils Report. Surface Estate Disclosure. THE SURFACE ESTATE OF THE PROJECT PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND TRANSFER OF THE SURFACE ESTATE MAY NOT INCLUDE TRANSFER OF THE MINERAL ESTATE. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OR OTHER MINERALS UNDER THE SURFACE, AND THEY MAY ENTER AND USE THE SURFACE ESTATE TO ACCESS THE MINERAL ESTATE. 24 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 THE USE OF THE SURFACE ESTATE TO ACCESS THE MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. THE OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THIS PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS, AND GAS GATHERING AND PROCESSING FACILITIES. THE PURCHASER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THIS PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION. j. Purchaser agrees to include the provisions of this Section 21 in its purchase contracts with third -party buyers, for the benefit of Seller. 22. Miscellaneous. a. BindingEfect. This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller and their respective heirs, personal representatives, successors and permitted assigns. b. Reporting of Transaction. The Title Company or Seller shall prepare promptly after the Closing, a Form 1099-B with the Internal Revenue Service, if applicable under Section 6045(e)(2) of the Internal Revenue Code, as amended. The Title Company will also prepare the real property transfer Project Declaration required under Colo. Rev. Stat. §39-14-102, as amended from time to time. C. Entire Agreement. This Agreement, together with any exhibits or documents referred to in or supplied pursuant to the terms of this Agreement (all of which are incorporated in this Agreement by this reference), contains the entire agreement between the parties and supersedes any and all prior oral representations, covenants, understandings or other agreements between the parties or their agents. Purchaser acknowledges that Purchaser has not relied upon any statement or representations regarding the development of the Project, including, without limitation, any statements or representations made by Seller or any agent or employee of Seller, except for those statements and representations expressly set forth in this Agreement and the exhibits and documents incorporated herein. This Agreement may not be modified in any matter except by an instrument in writing signed by all parties. The provisions of this Section 22.c shall survive Closing. d. Survival of Representations, Warranties and Covenants. All representations, warranties and covenants set forth herein shall survive the Closing. e. Section Headings. The Section headings are inserted only for convenient reference and do not define, limit or prescribe the scope of this Agreement. f. Excusable Delay. In the event that Seller shall be delayed in the performance of any construction or repair obligation such as, but not limited to, Seller Substantially Completing construction of the Units as described in Section 6.a above, by reason of strikes, lockouts, labor troubles, 25 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 inability to procure materials, failure of power, contractor's or subcontractor's breaches of contract, court orders, casualty, condemnation, governmental restriction, regulation or control, civil commotion, pandemic or other health or safety emergency, natural disaster or emergency, acts of God or reasons of a similar nature and further delay resulting from its impact on construction sequencing and construction schedule (in each case despite the good faith, diligent efforts of Seller), then performance of such act shall be excused for the period of the delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay ("Excusable Delay"). g. Construction of Agreement. It is Purchaser and Seller's mutual desire and intention that all provisions of this Agreement be given full effect and be enforceable strictly in accordance with their terms. If, however, any part of this Agreement is not enforceable in accordance with its terms or would render other parts of this Agreement in its entirety unenforceable, the unenforceable part or parts are to be judicially modified, if at all possible, to come as close as possible to the expressed intent of such part or parts and still be enforceable without jeopardy to other parts of this Agreement, or this Agreement in its entirety, and then are to be enforced as so modified. If the unenforceable part or parts cannot be so modified, such specific part or parts shall be considered null and void in order that the mutual paramount goal that this Agreement be enforced to the maximum extent possible strictly in accordance with its terms can be achieved. Without limiting the generality of the foregoing, under no circumstances shall either Purchaser or Seller have the right to terminate this Agreement or rescind the sale solely by reason of the inclusion of certain language in this Agreement, unless the specific purpose of that language is to grant a right of termination. h. Governing Law. This Agreement shall be construed under the provisions of Colorado law, without regard to its conflicts of laws principles. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. i. Number and Gender. The term "Purchaser" in this Agreement, or any pronoun used in place of that term, shall include the masculine, feminine, singular, plural, individuals, partnerships or corporations where applicable. j. Severability. If any terms, covenants, or provisions of this Agreement shall be illegal or unenforceable for any reason, the same shall not invalidate any other term, covenants, or provisions, and all of the remaining terms, covenants, and provisions shall remain in full force and effect. k. Exhibits. All exhibits referenced in this Agreement and attached hereto shall be deemed incorporated into this Agreement by such reference. 1. Counterparts; Electronic Signatures. tures. This Agreement may be executed in counterparts, which, taken together, shall constitute the agreement of Seller and Purchaser. This Agreement and its signatures may be transmitted by electronic means and all parties agree it shall be a legal, binding agreement. M. Appropriations. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have no obligations under this Agreement after, nor shall any payments be made to Seller in respect of any period after December 31 of any year, without an appropriation therefor by Purchaser in accordance with a budget adopted by the Board of ECHDA in compliance with the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 26 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 n. Attorneys' Fees and Costs. In the event of any litigation between the parties concerning this Agreement and the enforcement of this Agreement, the prevailing party shall be awarded all its costs and expenses relating to such action, including, but not limited to, court costs and reasonable attorney's fees incurred by the prevailing party at trial and upon appeal. The parties agree that before commencing any legal action relating to a dispute regarding this Agreement or the Property against the other party, the dispute shall be submitted in good faith to mediation in Eagle County. The parties to the mediation shall share equally the cost of the mediation and bear their own respective attorney fees. If the parties cannot agree on a mediator, the mediator shall be selected from the mediators of Judicial Arbiter Group. signature page follows] 27 DocuSign Envelope ID: 95125780-A7E3-40AC-8179-1ACDF800FDE0 The parties hereby EXECUTE this Purchase and Sale Agreement on the dates shown below. SELLER: 7 Hermit Condos, LLC, a Colorado limited liability company, DocuSigned by: By: E683EEDF34644Mn-don CohenPrintedName: ttSSff ffll Title: Manager, 7 Hermit Condos LLC Date:3/29/2023 Address: 8250 SW 27th Avenue Ocala, FL 34476 Email: brandon@abrika.com PURCHASER: Eagle County Housing and Development Authority, a body corporate and politic DocuSigned by: By: A'tw Sd tw TT 04 3 Printed ame: t y-ehandler--Henry Matt Scherr, vice chair Title: Chair of ECHDA Date: 4/4/2023 Address:500 Broadway, P.O.Box 850, Eagle CO 81631 Email: tori.frankskea legcounty.us M