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HomeMy WebLinkAboutR21-072 Contract to Purchase 800 Castle Drive Eagle, Colorado DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB Commissioner Chandler-Henry moved adoption of the following resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE,STATE OF COLORADO RESOLUTION NO.2021- 072 I � RESOLUTION RATIFYING THE CONTRACT TO PURCHASE PROPERTY KNOWN AS 800 CASTLE DRIVE,EAGLE,COLORADO AND AUTHORIZING ANY COMMISSIONER TO SIGN CLOSING DOCUMENTS ASSOCIATED WITH THE SAME WHEREAS, on September 1,2021,Eagle County(the"County") submitted an offer in the form of a Contract to Buy and Sell Real Estate(the"Contract") for the purchase of the real property known as 800 Castle Drive, in Eagle, Colorado(the"Property") and on September 3, 2021,the County entered into a Counter Proposal to the Contract, all subject to the ratification by the Board of County Commissioners("Board") at a regularly scheduled meeting. A copy of the Contract and Counter Proposal are attached hereto and incorporated herein as Exhibit A; and WHEREAS,the County desires to ratify the Contract and the Counter Proposal, and to authorize any commissioner of the Board to execute documents that may be required at closing to complete the purchase of the Property, subject to review and approval by the Eagle County Attorney's Office. NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT,the Contract and Counter Proposal are hereby approved and ratified. THAT, any commissioner of the Board is hereby authorized to execute documents that may be required to close and complete the sale of the Property, subject to review and approval by the Eagle County Attorney's Office. THAT this Resolution is necessary for the health, safety and welfare of the people of Eagle County, Colorado. MOVED,READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held this 14 day of September,2021. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB ,' ;1 EA�Z-`o COUNTY OF EAGLE, STATE OF y COLORADO,By and Through Its BOARD OF COUNTY COMMISSIONERS ATTEST: .n —DocuSigned by: no, p OO / /—DocuSigned by: ttA IAAt►. 61'61i( A, By: ittAtt S Clerk to t 9M1151344° Matt Scherr'81E7B20718E0473.. County Commissioners Chair DocuSigned by: [CY*4'n-s" 1,4(-2"."-t&S Jeanne Mc ue64fey28F8AA47A Commissioner DocuSigned by: �,t. . -c Kathy Chan Hfffye44o3 Commissioner Commissioner McQueeney seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Scherr Aye Commissioner Chandler-Henry Aye Commissioner McQueeney Aye This resolution passed by 3/0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. 2 DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB EXHIBIT A Contract and Counter Proposal 3 DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB The Valley Home Store 2 The 25 Mill Loft Street, Suite 200 Edwards, CO 81632 3 Valley Home Store 4 Kimberly B. Williams kwilliams@valleyhomestore.org 5 Ph: 970-328-8773 Fax: 866-611-7237 6 The printedportions of this form,except differentiated additions, have been approved p by the Colorado Real Estate 8 Commission. (CBS1-5-19) (Mandatory 7-19) 9 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 11 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 12 13 CONTRACT TO BUY AND SELL REAL ESTATE 14 1s (RESIDENTIAL) 16 17 Date: 9/1/2021 18 19 20 AGREEMENT 1 21 22 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the 23 24 terms and conditions set forth in this contract(Contract). 25 26 2. PARTIES AND PROPERTY. Z7 2.1. Buyer. Eagle County, Colorado(Buyer)will take title to the Property described below as 28 29 ❑ Joint Tenants ❑Tenants In Common ®Other n/a. 30 2.2. No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in 31 Additional Provisions. 32 2.3. Seller. Matthew S Slagle(Seller) is the current owner of the Property described below. 33 34 2.4. Property.The Property is the following legally described real estate in the County of 35 Eagle, Colorado: 36 Subdivision: WEST EAGLE ADDITION Block:41 Lot:3B R700046 MAP 06-16-99 37 38 known as No. 800 Castle Drive, Eagle, CO 81631, 39 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 40 thereto and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded 41 42 (Property). 43 44 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 45 2.5.1. Inclusions-Attached. If attached to the Property on the date of this Contract,the 46 following are included unless excluded under Exclusions: lighting,4-� items heating, plumbing, ventilating and air 1s conditioning units, TV antennas, inside telephone, network and coaxial (cable)wiring and connecting 49 blocks/jacks, plants, mirrors,floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems S0 and controls, built-in vacuum systems(including accessories)and garage door openers(including one remote 51 controls). If checked,the following are owned by the Seller and included (leased items should be listed under 52 53 Due Diligence Documents):®None ❑ Solar Panels ❑Water Softeners ❑Security Systems ❑ 54 Satellite Systems (including satellite dishes). If any additional items are attached to the Property after the date 55 of this Contract, such additional items are also included in the Purchase Price. 56 2.5.2. Inclusions -Not Attached. If on the Property, whether attached or not, on the date of 57 5; this Contract,the following items are included unless excluded under Exclusions: storm windows, storm 59 doors, window and porch shades, awnings, blinds, screens,window coverings and treatments, curtain rods, 60 drapery rods,fireplace inserts,fireplace screens,fireplace grates, heating stoves, storage sheds, carbon 61 monoxide alarms, smoke/fire detectors and all keys. 62 63 2.5.3. Personal Property-Conveyance.Any personal property must be conveyed at Closing by 64 Seller free and clear of all taxes (except personal property taxes for the year of Closing), liens and 65 encumbrances, except n/a. 66 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 67 2.5.4. Other Inclusions. The following items,whether fixtures or personal property, are also 68 included in the Purchase Price: n/a 69 70 r If the box is checked, Buyer and Seller have concurrently entered into a separate 71 agreement for additional personal property outside of this Contract. 73 73 2.5.5. Parking and Storage Facilities. The use or ownership of the following parking 74 facilities: 2 car garage; and the use or ownership of the following storage facilities: 75 those appurtenant to the property. 76 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 77 78 investigate. 2.6. Exclusions.The following items are excluded (Exclusions):None 79 80 2.7. Water Rights/Well Rights. 81 ❑ 2.7.1. Deeded Water Rights.The following legally des?ribed water rights: 82 83 n/a 84 Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 85 ❑ 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in 86 87 §§2.7.1, 2.7.3 and 2.7.4, will be transferred to Buyer at Closing: None 88 Cl 2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. 89 Buyer understands that if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water 90 Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in 91 92 Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water 93 Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing 94 well form for the well and pay the cost of registration. If no person will be providing a closing service in 95 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The 96 97 Well Permit#is n/a. 98 ❑ 2.7.4.Water Stock Certificates.The water stock certificates to be transferred at Closing are 99 as follows: n/a too 10t 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2 (Other 102 Rights Relating to Water), §2.7.3 (Well Rights), or§2.7.4 (Water Stock Certificates), Seller agrees to convey 103 such rights to Buyer by executing the applicable legal instrument at Closing. 104 10' 3. DATES, DEADLINES AND APPLICABILITY. 106 107 3.1 Dates and Deadlines. 108 109 Item No. Reference Event Date or Deadline zlo 111 1 §4.3 Alternative Earnest Money Deadline 3 days after MEC 112 Title 1 13 2 §8.1, §8.4 Record Title Deadline 3 days after MEC 114 115 3 §8.2, §8.4 Record Title Objection Deadline 7 days after MEC 116 4 §8.3 Off-Record Title Deadline 3 days after MEC 117 118 5 §8.3 Off-Record Title Objection Deadline 7 days after MEC 119 6 §8.5 Title Resolution Deadline 10 days after MEC 12o 7 §8.6 Right of First Refusal Deadline n/a 121 122 Owners'Association 123 8 §7.2 Association Documents Deadline n/a 174 125 9 §7.4 Association Documents Termination Deadline n/a 126 Seller's Disclosures 127 10 §10.1 Seller's Property Disclosure Deadline 3 days after MEC 128 129 11 §10.10 Lead-Based Paint Disclosure Deadline 3 days after MEC 130 Loan and Credit 131 12 §5.1 New Loan Application Deadline n/a 132 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 2 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5D0B 133 13 §5.2 New Loan Termination Deadline n/a 134 135 14 §5.3 Buyer's Credit Information Deadline n/a 136 15 §5.3 Disapproval of Buyer's Credit Information n/a 137 Deadline 138 139 16 §5.4 Existing Loan Deadline n/a 140 17 §5.4 Existing Loan Termination Deadline n/a 141 18 §5.4 Loan Transfer Approval Deadline n/a 142 143 19 §4.7 Seller or Private Financing Deadline n/a 144 Appraisal 145 20 §6.2 Appraisal Deadline n/a 146 147 21 §6.2 Appraisal Objection Deadline n/a 148 22 §6.2 Appraisal Resolution Deadline n/a 149 150 Survey 151 23 §9.1 New ILC or New Survey Deadline 7 days after MEC 152 24 §9.3 New ILC or New Survey Objection Deadline 10 days after MEC 153 154 25 §9.3 New ILC or New Survey Resolution Deadline 12 days after MEC 155 Inspection and Due Diligence 156 157 26 §10.3 Inspection Objection Deadline 7 days after MEC 158 27 §10.3 Inspection Termination Deadline 10 days after MEC 159 28 §10.3 Inspection Resolution Deadline 12 days after MEC 160 161 29 §10.5 Property Insurance Termination Deadline n/a 162 30 §10.6 Due Diligence Documents Delivery Deadline 3 days after MEC 163 164 31 §10.6 Due Diligence Documents Objection Deadline 7 days after MEC 165 32 §10.6 Due Diligence Documents Resolution Deadline 10 days after MEC 166 33 §10.7 Conditional Sale Deadline n/a 167 168 34 §10.10 Lead-Based Paint Termination Deadline n/a 169 Closing and Possession 170 35 §12.3 Closing Date 14 days after MEC 171 172 Upon a successful 173 36 §17 Possession Date closing 17 175 37 §17 Possession Time 10:00 AM MDT 176 38 §28 Acceptance Deadline Date 9/3/2021 Friday 177 39 §28 Acceptance Deadline Time 12:00 PM MDT 1/8 179 40 n/a n/a n/a 1 41 n/a n/a n/a 181 182 183 Note: If FHA or VA loan boxes are checked in§4.5.3 (Loan Limitations),the Appraisal deadlines DO NOT 184 apply to FHA insured or VA guaranteed loans. 185 186 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision 187 188 applies. If any deadline blank in§ 3.1 (Dates and Deadlines)is left blank or completed with the abbreviation 189 "N/A", or the word "Deleted,"such deadline is not applicable and the corresponding provision containing the 190 deadline is deleted. If no box is checked in a provision that contains a selection of"None", such provision 191 1 means that"None"applies. 193 194 The abbreviation "MEC" (mutual execution of this Contract)means the date upon which both parties have 195 signed this Contract. 196 198 193 4. PURCHASE PRICE AND TERMS. CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 3 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 199 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 200 follows: 201 202 203 Item No. Reference Item Amount Amount 204 1 § 4.1 Purchase Price $719,000.00 20 206 2 § 4.3 Earnest Money $10,000.00 207 3 § 4.5 New Loan 208 4 § 4.6 Assumption Balance 209 210 5 § 4.7 Private Financing 211 6 § 4.7 Seller Financing 213 213 7 n/a n/a 214 8 n/a n/a 2.15 9 § 4.4 Cash at Closing $709,000.00 216 217 10 TOTAL $719,000.00 $719,000.00 218 219 4.2. Seller Concession.At Closing, Seller will credit to Buyer$ none(Seller Concession). The 220 221 Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is 222 allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. 223 Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's 224 closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, 225 226 expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 227 elsewhere in this Contract. 228 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a good funds, 230 230 will be payable to and held by title company(Earnest Money Holder), in its trust account, on behalf of both 231 Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer,with this Contract unless the parties 232 mutually agree to an Alternative Earnest Money Deadline for its payment.The parties authorize delivery of 233 the Earnest Money deposit to the company conducting the Closing (Closing Company), y), if any, at or before 234 235 Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits 236 transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller 237 and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 238 Money Holder in this transaction will be transferred to such fund. 240 240 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 241 Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money 242 Deadline. 243 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely 2 44 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is 245 ,4s, terminated as set forth in§25 and, except as provided in§24 (Earnest Money Dispute), if the Earnest Money 247 has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to 248 Buyer or Broker working with Buyer,written mutual instructions (e.g., Earnest Money Release form),within 249 three days of Seller's receipt of such form. 250 251 4.4. Form of Funds; Time of Payment; Available Funds. 252 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan 253 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 254 including electronic transfer funds, certified check, savings and loan teller's check and cashier's check(Good 255 256 Funds). 257 4.4.2. Time of Payment;Available Funds.All funds, including the Purchase Price to be 258 paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 259 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer 260 ?61 represents that Buyer, as of the date of this Contract, ®Does ❑ Does Not have funds that are immediately 262 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 263 4.5. New Loan. (Omitted as inapplicable) 264 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 4 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 265 4.6. Assumption. (Omitted as inapplicable) 266 267 4.7. Seller or Private Financing. (Omitted as inapplicable) 268 269 270 TRANSACTION PROVISIONS 271 272 273 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 274 275 276 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 277 278 5.4. Existing Loan Review. (Omitted as inapplicable) 279 280 281 6. APPRAISAL PROVISIONS. 282 6.1.Appraisal Definition.An "Appraisal" is an opinion of value prepared by a licensed or certified 283 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 284 Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 285 286 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 287 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective 288 loan type set forth in §4.5.3, or if a cash transaction (i.e. no financing), §6.2.1 applies. 289 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value 290 291 is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 292 Buyer may, on or before Appraisal Objection Deadline: 293 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1, that this 294 Contract is terminated; or 295 296 6.2.1.2.Appraisal Objection. Deliver to Seller a written objection accompanied by 297 either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 298 Purchase Price (Lender Verification). 299 6.2.1.3.Appraisal Resolution. If an Appraisal Objection is received by Seller, on or 300 before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 301 302 thereof on or before Appraisal Resolution Deadline,this Contract will terminate on the Appraisal Resolution 303 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, 304 i.e., on or before expiration of Appraisal Resolution Deadline. 305 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 306 307 the purchaser(Buyer)shall not be obligated to complete the purchase of the Property described herein or to 308 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser(Buyer)has been 309 given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing 310 Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised i1 ;12 value of the Property of not less than$ n/a.The purchaser(Buyer)shall have the privilege and option of 313 proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. 314 The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and 15 Urban Development will insure. HUD does not warrant the value nor the condition of the Property.The 316 317 purchaser(Buyer)should satisfy himself/herself that the price and condition of the Property are acceptable. 318 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 319 the purchaser(Buyer)shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 320 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 321 322 reasonable value of the Property established by the Department of Veterans Affairs. The purchaser(Buyer) 323 shall, however, have the privilege and option of proceeding with the consummation of this Contract without 324 regard to the amount of the reasonable value established by the Department of Veterans Affairs. 325 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 326 327 removals or repairs, including any specified in the Appraisal (Lender Requirements)to be made to the Property 328 (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract,this Contract 329 terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless 330 prior to termination: (1)the parties enter into a written agreement to satisfy the Lender Requirements; (2)the CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 5 of 21. Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 331 Lender Requirements have been completed; or(3)the satisfaction of the Lender Requirements is waived in 332 writing by Buyer. 333 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 334 335 timely paid by®Buyer ❑Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, 336 appraisal management company, lender's agent or all three. 337 338 339 340 341 7-4 Cemmen In►erest Community Disclosure THE PROPERTY IC 1 O/'ATED WITHIN A 342 343 THE OWNER OF TIDE PROPERTY\AIII 1 RE REQUIRED TO RE A MEMBER OF THE OWNERS' 344 345 ASSOCIATION FOR TIDE COMMUNITY AND\AIII 1 BE SUB IECT TO TIDE BYI AWS AND RU1 EC AND 346 REGI11 ATIONS OF TIDE ASSOCIATION THE DEC1 ARATION, I BY AWS AND A RU CS NTI r REI11 ATIONC T 347 \AIII 1 IMPOSE FINANC•IAI OBI IGATIONS UPON THE OWNER OF THE PROPERTY INCI UDING_ AN 348 OBI IGwT■ON TOP Y eSS+�AENTS OF THE ASSOCIATION IF THE OWNER DOES NOT PAY THESE 349 ir�rwtk++Vir-r+Y/�I 7 Fi-1 Nei ■ o �■■�• ®� ■�� � ■e■ � 35(3 ASSESSMENTS THE CI C`ASSOATION OU1 DPI ACE A 1 IEAIN O THE PROPERTY AND B POSSII Y I SE 1 351 IT TO PAY THE DEBT THE DECI ARATION BYI AWS AND RU1 EC AND REGU ATIONS OF THE 352 353 ARCHITECTURAL REVIEW BY THE ASSOCIATION ►OR A COMMITTEE OF THE ASSOCIATION) AND 35 355 A THE PPROVAL T OF HE CI ASSOATIONU PRCHASERS OF W PROPERTY ITHIN H TE COMMON 356 357 358 ANTI THE BYI AWS AND R111 EC AND REG_U ATIONS OF THE ASSOCIATION 359 360 361 362 363 • 364 regardless of who provides such documents. 365 366 7.3. Association Documonts.Acsociatioa documonts (Association Documontc)concict of the 367 following: 368 7.3.1. All Association doclarations, ar#iclos of incorporation,bylaws, articles of 369 370 371 responsible governance policies adopted under§38 33.3 209.5, C.R.S.; 372 7.3.2. Minutes of: (1)tho annual ownors' or memboFs' mooting and (2)any executive 373 3 74 • 375 . ' . 376 377 minutos, if any(§§7.3.1 and 7.3.2, colloctivoly, Govorning Documonts); and 371 7.3.3. List of all Ascociation incuranco policios as providod in tho Association's last Annual 379 • 3E30 381 ' 382 383 7.3A. A list by unit typo of the Accociation.s assoscmonts, including both regular and 384 special assessments as disclosed in the Association's last Annual Disclosure; 385 7.3.5. The Association's moct rocont financial documonts which consict of: (1)the 386 387 388 389 last Annual Disclosure, (3)tho rosults of the Association's most rocont available financial audit or review, ('1) 390 list of the fops and charges (regardless of name of title of such fops or charges)that the Association'& 391 392 393 394 • 395 (Record Change Fee),fees to access documonts, (5) list of all asseccmonts roquirod to be paid in advance, 396 CBS 1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 6 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 397 398 399 7.3.6. Any written notice-from the Association to Seller of a"construction defect action", 400 401 • 402 • 403 • 404 • 405 406 407 • 408 409 ' 410 411 , 412 413 • 414 • 415 416 417 418 419 • 42.0 421 422 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 423 8.1. Evidence of Record Title. 424 D 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 425 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 426 427 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy(Title 428 Commitment), in an amount equal to the Purchase Price, or if this box is checked, D an Abstract of Title 429 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 430 soon as practicable at or after Closing. 431 432 ® 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 433 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 434 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy(Title 435 Commitment), in an amount equal to the Purchase Price. 436 437 If neither box in§ 8.1.1 or§ 8.1.2 is checked, §8.1.1 applies. 438 8.1.3. Owner's Extended Coverage(OEC).The Title Commitment®Will ❑Will Not 439 contain Owner's Extended Coverage(OEC). If the Title Commitment is to contain OEC, it will commit to delete 440 or insure over the standard exceptions which relate to: (1)parties in possession, (2)unrecorded easements, 441 442 (3)survey matters, (4)unrecorded mechanics' liens, (5)gap period (period between the effective date and time 443 of commitment to the date and time the deed is recorded)and (6) unpaid taxes, assessments and unredeemed 41 1 tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by®Buyer 445 ❑Seller❑ One-Half by Buyer and One-Half by Seller❑ Other n/a. 446 447 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or 448 delete or insure over any or all of the standard exceptions for OEC.The Title Insurance Company may require 449 a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 450 Commitment is not satisfactory to Buyer, Buyer has a right to object under§8.5 (Right to Object to Title, 451 452 Resolution). 453 8.1.4. Title Documents.Title Documents consist of the following: (1)copies of any plats, 454 declarations, covenants, conditions and restrictions burdening the Property and (2)copies of any other 455 documents(or, if illegible, summaries of such documents)listed in the schedule of exceptions (Exceptions)in 456 457 the Title Commitment furnished to Buyer(collectively, Title Documents). 458 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 459 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 460 the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the 461 documents required in this Section will be at the expense of the partyorparties obligated to payfor the 462 q P 9 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 7 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 463 owner's title insurance policy. 464 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 465 covering all or any portion of the Property(Abstract of Title)in Seller's possession on or before Record Title 466 467 Deadline. 468 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 469 Commitment and any of the Title Documents as set forth in §8.5(Right to Object to Title, Resolution)on or 470 before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or 471 472 content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title 473 condition, in Buyer's sole subjective discretion. If the Abstract of Title,Title Commitment or Title Documents are 474 not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 475 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 476 477 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 478 documents byj Buyer to review and object to: (1)any required Title Document riot timely received by Buyer, (2) 479 any change to the Abstract of Title,Title Commitment or Title Documents, or(3)any endorsement to the Title 480 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this§8.2 481 482 (Record Title), any title objection by Buyer is governed by the provisions set forth in §8.5 (Right to Object to 483 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any,to deliver to Buyer all documents required 484 by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title 85 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the 486 487 Abstract of Title,Title Commitment and Title Documents as satisfactory. 488 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true 489 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 490 easements, liens (including,without limitation, governmental improvements approved, but not yet installed)or 491 other title matters (including,without limitation, rights of first refusal and options)not shown by public records, 492 493 of which Seller has actual knowledge(Off-Record Matters). This Section excludes any New ILC or New 494 Survey governed under§9(New ILC, New Survey). Buyer has the right to inspect the Property to investigate 495 if any third party has any right in the Property not shown by public records(e.g., unrecorded easement, 40' boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any 497 498 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding §8.2 499 (Record Title)and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on 500 or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the 501 Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review 502 503 and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 504 pursuant to this§8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § S05 8.5 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of 506 Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record 507 508 Matters and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. Soo 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 510 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 511 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 512 513 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF 514 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 515 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS 16 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY 517 CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE ;18 519 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 5.2o COMMISSIONERS,THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 521 A tax certificate from the respective county treasurer listing any special taxing districts that effect the 522 Property(Tax Certificate)must be delivered to Buyer on or before Record Title Deadline. If the Property is 523 524 located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective 525 discretion, Buyer may object, on or before Record Title Objection Deadline. If the Tax Certificate shows that 526 the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, 521 Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 528 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 8 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 529 inclusion in a special taxing district as unsatisfactory to Buyer. 530 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective 531 532 discretion,to any title matters includes those matters set forth in §8.2 (Record Title), §8.3 (Off-Record Title), § 533 8.4 (Special Taxing District)and § 13 (Transfer of Title). If Buyer objects to any title matter, on or before the 534 applicable deadline, Buyer has the following options: 535 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 536 title matter(Notice of Title Objection)on or before the applicable deadline and if Buyer and Seller have not 537 538 agreed to a written settlement thereof on or before Title Resolution Deadline,this Contract will terminate on 539 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 540 Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 541 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 542 543 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to§8.2 (Record Title), §8.3 544 (Off-Record Title)or§8.4 (Special Taxing Districts),the Title Resolution Deadline also will be automatically 545 extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 546 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under 547 548 §25.1, on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 549 subjective discretion. 550 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property 551 or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and 552 553 conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to 554 approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or 555 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 556 notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 557 Contract has not occurred on or before Right of First Refusal Deadline,this Contract will then terminate. 558 559 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 560 should be reviewed carefully.Additionally, other matters not reflected in the Title Documents may affect the 561 title, ownership and use of the Property, including,without limitation, boundary lines and encroachments, 562 set-back requirements, area, zoning, building code violations, unrecorded easements and claims of 563 564 easements, leases and other unrecorded agreements,water on or under the Property, and various laws and 565 governmental regulations concerning land use, development and environmental matters. 566 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE 5Ei7 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 568 569 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 570 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, 571 OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 572 PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 573 i74 PROPERTY TO ACCESS THE MINERAL ESTATE,OIL, GAS OR WATER. 5J5 8.7.2. SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE 76 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 577 AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 578 COUNTY CLERK AND RECORDER. 579 580 8.7.3. OIL AND GAS ACTIVITY.OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR S81 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 582 WELL COMPLETION OPERATIONS,STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES, 583 PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 584 585 FACILITIES. 586 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 587 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 588 INCLUDING DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE 589 590 COLORADO OIL AND GAS CONSERVATION COMMISSION. 591 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 592 excepted, excluded from, or not covered by the owner's title insurance policy. 593 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such 594 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 9 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 595 matters as there are strict time limits provided in this Contract(e.g., Record Title Objection Deadline and 596 Off-Record Title Objection Deadline). 597 598 599 9. NEW ILC, NEW SURVEY. 600 9.1. New ILC or New Survey. If the box is checked, a: 1) ❑ New Improvement Location Certificate 601 (New ILC); or, 2)In New Survey in the form of ALTA survey; is required and the following will apply: 602 603 9.1.1. Ordering of New ILC or New Survey. ElSeller ❑Buyer will order the New ILC or New 604 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, 605 certified and updated as of a date after the date of this Contract. 606 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be 607 608 paid, on or before Closing, by: ®Seller ❑Buyer or: n/a 609 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller,the issuer of the Title Commitment(or 610 the provider of the opinion of title if an Abstract of Title)and will receive a New ILC or New Survey on or before 611 New ILC or New Survey Deadline. 612 613 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by 614 the surveyor to all those who are to receive the New ILC or New Survey. 615 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 616 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 617 618 change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, 619 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. fi20 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or 621 New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in 622 623 Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, 624 notwithstanding § 8.3 or§ 13: 625 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1,that this Contract is 626 terminated; or 627 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that 628 629 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires 631) Seller to correct. 631 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 632 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed 633 634 in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline,this Contract will 635 terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's 636 written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before 677 expiration of New ILC or New Survey Resolution Deadline. 6,8 639 640 DISCLOSURE, INSPECTION AND DUE DILIGENCE 61r 12 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE,AND 643 644 SOURCE OF WATER. 645 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 646 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 647 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date 648 649 of this Contract. 650 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 651 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. F"3 653 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an Ei54 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 655 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 656 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges 657 that Seller is conveying the Property to Buyer in an "As Is"condition, "Where Is"and "With All Faults." 658 659 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 660 to have inspections (by one or more third parties, personally or both)of the Property and Inclusions CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 10 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 661 (Inspection), at Buyer's expense. If(1)the physical condition of the Property, including, but not limited to,the 662 roof,walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of 663 the Property, 2 the physical condition of the Inclusions, service to the Property(includingutilities and 664 O pY (3) p Y 665 communication services), systems and components of the Property(e.g., heating and plumbing), (4)any 666 proposed or existing transportation project, road, street or highway, or(5)any other activity, odor or noise 667 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is 668 unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 669 670 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 671 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 672 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, 673 674 pursuant to§25.1,that this Contract is terminated due to any unsatisfactory condition. Inspection 675 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in § 676 3.1 for Inspection Termination Deadline. 677 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 678 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 679 680 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 681 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on 682 or before expiration of Inspection Resolution Deadline. 683 684 685 , 686 687 688 689 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and-cause y 690 691 • 692 • 693 691 695 696 Resolution. 697 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of 698 and premium for property insurance (Property Insurance). Buyer has the Right to Terminate under§25.1, on or 609 before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property 700 701 Insurance, in Buyer's sole subjective discretion. 702 10.6. Due Diligence. 703 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 704 copies of the following documents and information pertaining to the Property (Due Diligence Documents)to 705 706 Buyer on or before Due Diligence Documents Delivery Deadline: 711, ® 10.6.1.1. All current leases, including any amendments or other occupancy '',c, agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the 709 Property that survive Closing are as follows (Leases): n/a 710 71 1 ® 10.6.1.2. Other documents and information: 712 To the extent in Seller's possession or known to and reasonably obtainable by Seller, all other 113 Due Diligence Documents, including, but not limited to, copies of any plans relating to the 715 building improvements, documents pertaining to any boundary line dispute, any 716 environmental assessment pertaining to the Property and any studies and reports regarding 717 the soils or water under the Property. 718 719 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 720 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 72 t unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 722 Objection Deadline: Iz_' 10.6.2.1. Notice to Terminate. NotifySeller in writing, 724 pursuant to§25.1,that this 725 Contract is terminated; or 726 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 11 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 727 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 728 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents 729 Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and 730 731 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 732 Deadline,this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 733 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e., on 734 or before expiration of Due Diligence Documents Resolution Deadline. 735 736 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 737 that certain property owned by Buyer and commonly known as none. Buyer has the Right to Terminate under 138 §25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 739 such property is not sold and closed by such deadline.This Section is for the sole benefit of Buyer. If Seller 740 741 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any 742 Right to Terminate under this provisioq'. 743 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer 744 ❑Does ®Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 745 746 Water Addendum disclosing the source of potable water for the Property. ❑There is No Well. Buyer❑Does 747 ®Does Not acknowledge receipt of a copy of the current well permit. 748 Note to Buyer: SOME WATER PROVIDERS RELY,TO VARYING DEGREES, ON NONRENEWABLE 749 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED 751 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 752 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 753 10.10. Lead-Based Paint 754 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or 755 756 more residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit 757 of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based 758 Paint Disclosure (Sales)form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not 759 timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the Lead-Based 760 761 Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under§25.1 by Seller's receipt of Buyer's 762 Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 763 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk 764 assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, 766 766 Buyer has a Right to Terminate under§25.1 by Seller's receipt of Buyer's Notice to Terminate on or before the /67 expiration of the Lead-Based Paint Termination Deadline. If Buyer's Notice to Terminate would otherwise be 768 required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller 760 on or before Closing. Buyer may elect to waive Buyer's right to conduct or obtain a risk assessment or 770 inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does 771 772 not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition of the Property relative 73 to any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 774 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired 775 heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for 776 77 sleeping purposes (Bedroom),the parties acknowledge that Colorado law requires that Seller assure the 778 Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each 179 Bedroom or in a location as required by the applicable building code. 780 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 781 762 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 783 such fact. No disclosure is required if the Property was remediated in accordance with state standards and /84 other requirements are fulfilled pursuant to§25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has 785 the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used 786 787 as a methamphetamine laboratory. Buyer has the Right to Terminate under§25.1, upon Seller's receipt of 788 Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test 789 results that indicate the Property has been contaminated with methamphetamine, but has not been remediated 790 to meet the standards established by rules of the State Board of Health promulgated pursuant to§ 72 792 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 12 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5D0B 793 794 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 795 796 797 CLOSING PROVISIONS J 798 799 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 800 801 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing 802 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 803 Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's 804 lender is required to provide the Closing Company, in a timely manner, all required loan documents and 805 806 financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and 807 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 808 will Sign and complete all customary or reasonably-required documents at or before Closing. 809 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions®Are ❑Are 810 Not executed with this Contract. 811 812 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 813 date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing 814 will be as designated by buyer and seller with title company. 815 816 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of 817 service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 818 companies). 819 820 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 821 822 including the tender of any payment due at Closing, Seller must execute and deliver the following good and 823 sufficient deed to Buyer, at Closing: 824 ®special warranty deed 0 general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal 825 representative's deed ❑ n/a deed. Seller, provided another deed is not selected, must execute and deliver a 826 p 827 good and sufficient special warranty deed to Buyer, at Closing. 828 Unless otherwise specified in §30 (Additional Provisions), if title will be conveyed using a special 829 warranty deed or a general warranty deed,title will be conveyed"subject to statutory exceptions"as defined in 830 831 §38-30-113(5)(a), C.R.S. 832 833 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 834 owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental 835 liens for special improvements installed as of the date of Buyer's signature hereon,whether assessed or not 836 837 and previous years'taxes,will be paid at or before Closing by Seller from the proceeds of this transaction or 838 from any other source. 2533 841 15. CLOSING COSTS, CLOSING FEE,ASSOCIATION FEES AND TAXES. 841 842 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds,their respective closing costs 843 and all other items required to be paid at Closing, except as otherwise provided herein. 844 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 845 ®Buyer ❑ Seller ❑One-Half by Buyer and One-Half by Seller 847 ❑Other n/a 84 _ 848 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, 849 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter.Any fees incident 850 to the issuance of Association's Status Letter must be paid by ❑None ❑Bu er® eller❑One-Half by851 852 Buyer and One-Half by Seller.Any Record Change Fee must be paid by ❑ None ❑ Buyer ®Seller 853 ❑One-Half by Buyer and One-Half b Seller. 854 15.4. Local Transfer Tax. M The Local Transfer Tax of 0% of the Purchase Price must S'S be paid at Closing by®None ❑ Buyer ❑Seller 0 One-Half by Buyer and One-Half by Seller. 856 857 858 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 13 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 859 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 860 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 861 862 Closing by®None ❑Buyer❑Seller DOne-Half by Buyer and One-Half by Seller. The Private Transfer 863 fee,whether one or more, is for the following association(s): n/a in the total amount of% of the Purchase Price 864 or$.865 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of 866 867 this Contract, do not exceed $n/a for: 868 ❑Water Stock/Certificates ®Water District 869 ❑Augmentation Membership ❑ Small Domestic Water Company❑ n/a and must be paid at Closing by 87 ❑ None®Bu er❑Seller❑One-Half byBuyer and One-Half bySeller 871 Y Y 872 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 873 must be paid when due by®None ❑Buyer❑Seller 0 One-Half by Buyer and One-Half by Seller. 874 15.8. FIRPTA and Colorado Withholding. 875 15.8.1. FIRPTA. The Internal Revenue Service (IRS)may require a substantial portion of 876 877 the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 878 occur,the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this 879 Section is checked, Seller represents that Seller ❑IS a foreign person for purposes of U.S. income taxation. If 880 the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. 881 832 income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 883 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes 884 Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax 885 advisor to determine if withholding applies or if an exemption exists. 886 887 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a 888 portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after 889 Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 890 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 891 892 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 893 determine if withholding applies or if an exemption exists. 894 895 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing 896 897 Date, except as otherwise provided: 898 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and 899 general real estate taxes for the year of Closing, based on 0 Taxes for the Calendar Year Immediately 900 Preceding Closing ®Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any 901 902 applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption or ❑Other n/a. 903 16.2. Rents. Rents based on ®Rents Actually Received ❑Accrued.At Closing, Seller will 904 transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful 9o5 deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller ()D6 907 must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such 908 Leases. 909 16.3. Association Assessments. Current regular Association assessments and dues 910 (Association Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the �11 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 912 913 except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be 914 obligated to pay the Association, at Closing, an amount for reserves or working capital.Any special • 915 assessment assessed prior to Closing Date by the Association will be the obligation of❑Buyer ®Seller. 16 Except however, any special assessment by the Association for improvements that have been installed as of 917 018 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. 919 Seller represents there are no unpaid regular or special assessments against the Property except the current 920 regular assessments and None.Association Assessments are subject to change as provided in the Governing 921 922 Documents. 923 924 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 14 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 925 16.4. Other Prorations.Water and sewer charges, propane, interest on continuing loan and n/a. 926 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 927 928 929 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 930 Possession Time, subject to the Leases as set forth in § 10.6.1.1. 931 932 933 If Seller, after Closing,fails to deliver possession as specified, Seller will be subject to eviction and 934 will be additionally liable to Buyer for payment of$ 100 per day(or any part of a day notwithstanding§ 18.1) 935 from Possession Date and Possession Time until possession is delivered. 936 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the 937 938 following box is checked,then Buyer®Does Not represent that Buyer will occupy the Property as Buyer's 939 principal residence. 940 94 t ❑ If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. 942 943 944 GENERAL PROVISIONS 945 946 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 947 948 18.1. Day.As used in this Contract,the term"day"means the entire day ending at 11:59 p.m., United 949 States Mountain Time(Standard or Daylight Savings, as applicable). 950 18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g.,three days after 951 MEC), when the ending date is not specified,the first day is excluded and the last day is included. If any 952 953 deadline falls on a Saturday, Sunday or federal or Colorado state holiday(Holiday), such deadline®Will ❑ 954 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be 955 checked, the deadline will not be extended. 956 95 958 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 959 AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be 960 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 961 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 962 perils or causes of lossprior to Closing (Property Damage)in an amount of not more than ten percent of the 963 ( p Y 9 ) 964 total Purchase Price and if the repair of the damage will be paid by insurance(other than the deductible to be 965 paid by Seller),then Seller, upon receipt of the insurance proceeds,will use Seller's reasonable efforts to 966 repair the Property before Closing Date. Buyer has the Right to Terminate under§25.1, on or before Closing 967 Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer 968 969 elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 97C) insurance proceeds that were received by Seller(but not the Association, if any)resulting from damage to the 971 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may 973 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 974 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the 975 option of Buyer, (1)Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 976 insurance company and Buyer's lender; or(2)the parties may enter into a written agreement prepared by the 977 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller 978 979 has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of 980 any deductible that applies to the insurance claim. 981 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 982 communication services), system, component or fixture of the Property(collectively Service)(e.g., heating or 983 984 plumbing),fail or be damaged between the date of this Contract and Closing or possession, whichever is 985 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 986 age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such 987 Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 988 989 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 989 990 replaced on or before Closing or possession,whichever is earlier, Buyer has the Right to Terminate under§ CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 15 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 991 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 992 or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives 993 such a credit, Seller's right for any claim against the Association, if any,will survive Closing. 994 995 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 996 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 997 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§25.1, on or 990 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer 999 1000 elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is 1001 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1002 the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the 1003 Purchase Price. 1004 1005 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1006 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1007 complies with this Contract. 1008 19.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty 1009 1010 programs that may be purchased and may cover the repair or replacement of such Inclusions. 1011 1012 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1013 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1014 1015 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1016 this Contract. 1017 1018 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1019 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including 1020 1021 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1022 provided in this Contract or waived,the non-defaulting party has the following remedies: 1023 21.1. If Buyer is in Default: 1024 ❑ 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 1025 1026 Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest 1027 Money is not a penalty and the Parties agree the amount is fair and reasonable. Seller may recover such 10266 additional damages as may be proper.Alternatively, Seller may elect to treat this Contract as being in full force 1029 and effect and Seller has the right to specific performance or damages, or both. 1030 1031 21.1.2. Liquidated Damages,Applicable.This§21.1.2 applies unless the box in§21.1.1. 1032 is checked. Seller may cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to 1033 Seller and retained by Seller. It is agreed that the Earnest Money specified in§4.1 is LIQUIDATED DAMAGES 1034 and not a penalty,which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 1035 1036 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform 1037 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 1038 damages. 1039 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1041 Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be 1042 proper.Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the 10 43 right to specific performance or damages, or both. 1044 104 1046 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 1047 of any arbitration or litigation relating to this Contract, prior to or after Closing Date,the arbitrator or court must 1 048 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1049 expenses. 1050 1051 1052 23. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not 1.053 resolved,the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties 1054 meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot 1055 impose binding decisions. Before any mediated settlement is binding,the parties to the dispute must agree to 1056 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 16 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 1057 the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the loss cost of such mediation. The obligation to mediate, unless otherwise agreed,will terminate if the entire dispute 1059 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1060 1061 other at that party's last known address (physical or electronic as provided in§27). Nothing in this Section 1062 prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, before or after the 1063 date of written notice requesting mediation.This Section will not alter any date in this Contract, unless 1064 otherwise agreed. 1065 1066 1067 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1068 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In 1069 the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the 1070 1071 Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any 1072 proceeding between Buyer and Seller; (2)interplead all parties and deposit Earnest Money irilto a court of 1073 competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 1074 legal fees incurred with such action); or(3)provide notice to Buyer and Seller that unless Earnest Money 1075 1076 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller)containing the 1077 case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the 1078 parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money 1079 Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest loco 1081 Money Holder must disburse the Earnest Money pursuant to the Order of the Court.The parties reaffirm the 1082 obligation of§23 (Mediation). This Section will survive cancellation or termination of this Contract. 1083 1084 25. TERMINATION. 1085 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract(Right to 1086 1087 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1088 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1089 Contract. If the Notice to Terminate is not received on or before the specified deadline,the party with the Right 1090 to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to 1091 1092 Terminate under such provision. 1093 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1094 hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to§§ 10.4, 1095 22 23 and 24. 1096 1097 1098 26, ENTIRE AGREEMENT, MODIFICATION,SURVIVAL; SUCCESSORS.This Contract, its exhibits and 1099 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 1100 prior agreements pertaining thereto,whether oral or written, have been merged and integrated into this 1101 1 102 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 1 t o 3 enforceable unless made in writing and signed by the parties.Any right or obligation in this Contract that, by its 11 0;., terms, exists or is intended to be performed after termination or Closing survives the same.Any successor to a 1105 party receives the predecessor's benefits and obligations of this Contract. 1106 1107 1108 27. NOTICE, DELIVERY AND CHOICE OF LAW. 1109 27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing, t io except as provided in§27.2 and is effective when physically received by such party, any individual named in 111 t this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with 1112 1113 such party(except any notice or delivery after Closing must be received by the party, not Broker or Brokerage 1114 Firm). 1115 27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in 1116 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 1117 1118 such party, Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after 1119 Closing must be received by the party, not Broker or Brokerage Firm)at the electronic address of the recipient 1120 by facsimile, email or n/a. 1121 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1)email 1122 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 17 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 1123 at the email address of the recipient, (2)a link or access to a website or server provided the recipient receives 1124 the information necessary to access the documents, or(3)facsimile at the facsimile number(Fax No.)of the 1125 1126 recipient. 1127 27.4. Choice of Law.This Contract and all disputes arising hereunder are governed by and construed 1128 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1129 contract in Colorado for real property located in Colorado. 1130 1131 1132 28. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing, 1133 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 1134 acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1135 accepted,this document will become a contract between Seller and Buyer.A copy of this Contract may be 1136 137 executed by each party, separately and when each party has executed a copy thereof, such copies taken 1138 together are deemed to be a full and complete contract between the parties. 1139 1140 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1141 1142 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1143 Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; 1144 and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. 1145 1147 1147 ADDITIONAL PROVISIONS AND ATTACHMENTS 1148 1149 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 1150 Colorado Real Estate Commission.) 1151 1152 a. Seller understands that this Agreement must be approved and ratified by the Eagle County 1153 Board of County Commissioners at a regularly scheduled and public meeting. Upon 1154 1155 acceptance by Seller, Buyer shall schedule said public meeting within twenty(20) days and . 1156 this Agreement will become effective upon County Commissioner affirmative motion on the 1157 same. For purposes of this Contract, MEC(date of mutual execution of this Contract) as 1158 defined in Section 3.2 shall be the date approved by the Eagle County Board of County 1159 1160 Commissioners at such public meeting. 1161 1162 b. During the period of the MEC to Closing, Seller shall not grant or convey any easement, 3163 1164 lease, encumbrance, license, permit or any other legal or beneficial interest in or to the 1165 Property without the prior written consent of Buyer, nor shall Seller knowingly violate any law, 1166 ordinance, rule or regulation affecting the Property. Further, Seller agrees to pay, as and when 1167 11 68 due, any and all encumbrances on and taxes, assessments and levies in respect of the 116e, Property through the Closing Date except as maybe provided for herein. In the event of any 1 '-'"' default by Seller under the terms of any encumbrance on the Property, or any part thereof, or 1171 1172 in the event of any failure by Seller to secure any necessary release or to pay any tax, 1 173 assessment or levy on the Property, Buyer shall have the right, but not the obligation, to cure 1174 such breach, secure such release or make such payments, as the case may be, and the costs 1175 1175 of so doing (including the costs of paying principal, interest, late charges, default interest, 1 1 77 release fees, trustee's fees, reasonable attorney fees, taxes, and assessments) shall be 1178 deducted from the Purchase Price at Closing. 1179 1180 1181 c.All references to "day"or "days"in this Contract are deemed to mean business days. If the 1182 Closing Date is to occur on a holiday or other non-business day, or if any date or deadline set 1183 1184 forth in this Contract expires on a holiday or other non-business day, then such Closing Date 1185 or other date or deadline shall be extended to the next business day. 1186 1187 1188 d. Seller agrees that it shall terminate all leases and/or verbal agreements with third parties • CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 18 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5D0B 1189 relating in whole or in part to the Property, such termination effective as of the date of Closing. 1190 Any personal property located on or stored on the Property in accordance with such leases or 1191 1192 verbal agreements shall be removed from the Property as of the date of Closing. 1193 3194 e. Damages, Liens and Indemnity. To the extent permitted by law, Buyer, except as otherwise 1195 1196 provided in this Contract or other written agreement between the parties, is responsible for 1197 payment for all inspections, tests, surveys, engineering reports, or other reports performed at 1198 Buyer's request(Work) and must pay for any damage that occurs to the Property and 1199 Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. To the extent permitted by law, Buyer agrees to indemnify,protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and expenses, to the extend permitted by law. The provisions of this Section survive the termination of this Contract. This Section does not apply to items performed pursuant to an Inspection Resolution. f. Seller would be open to a flexible Post-Occupancy Agreement, as agreed upon between Seller and Buyer. 31. OTHER DOCUMENTS. 31.1. The following documents are a part of this Contract: Closing Instructions 31.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in § 17 the Post-Closing Occupancy Agreement is a part of this Contract. 31.2. The following documents have been provided but are not a part of this Contract: n/a SIGNATURES J Rag e e/6/6 Ori 'iori' Date: 9/2/202/ Buyer:Eagle County, Colorado By:Matt Scherr, Commissioner [NOTE: If this offer is being countered or rejected, do not sign this document. Date: Seller:Matthew S Slagle Address: P.O. Box 751 Eagle CO 81631 Phone: Fax: Email Address: END OF CONTRACT TO BUY AND SELL REAL ESTATE CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 19 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request,with any mediation requested under§23. Broker is working with Buyer as a® Buyer's Agent ❑ Transaction-Broker in this transaction. DThis is a Change of Status ❑Customer. Broker has no brokerage relationship with Buyer. See§ 33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage ❑ Buyer®Other n/a. Brokerage Firm's Name: The Valley Home Store Brokerage Firm's License#: 10028992 itriffVelelef ma. Date: 9/2/2021 Broker's Name: Kimberly B. Williams Broker's License#: 40046195 Address:25 Mill Loft Street, Suite 200 Edwards, CO 81632 Ph: 970-328-8773 Fax: 866-611-7237 Email Address: kwilliams@valleyhomestore.org 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under§23. Broker is working with Seller as a ❑ Seller's Agent ❑ Transaction-Broker in this transaction. ❑This is a Change of Status. ®Customer. Broker has no brokerage relationship with Seller. See§32 for Broker's brokerage relationship with Buyer. CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 20 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer®Other n/a. Brokerage Firm's Name: Keller Williams Mountain Properties Brokerage Firm's License#: EC 100028738 Date: Broker's Name: Brooke Gagnon Broker's License#: FA100013648 Address:56 Edwards Village Blvd Ste 113 POB 5006 Edwards, CO 81632 Ph: 970-688-0915 Fax: Email Address: brookevailkw@gmail.com; bloomgroupvail@gmail.com CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eCentracts - .ci2020 MRl Software LLC - All Rights Reserved CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 21 of 21 Initials CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB KELLER WILLIAMS Keller Williams Mountain Properties kw N„,t,N!AIN P Z(WI k„�s Brooke Gagnon Ph: 970-688-0915 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CP40-6-18)(Mandatory 1-19) 2 3 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 4 5 COUNTERPROPOSAL 6 Date: 9/3/2021 7 8 1. This Counterproposal supersedes and replaces any previous counterproposal. This 9 Counterproposal amends the proposed contract dated 9/1/2021 (Contract), between Matthew S Slagle(Seller), and Eagle County, Colorado(Buyer), relating to the sale and purchase of the 10 following legally described real estate in the County of Eagle, Colorado: 11 Subdivision: WEST EAGLE ADDITION Block:41 Lot:3B R700046 MAP 06-16-99 12 known as No. 800 Castle Drive, Eagle, CO 81631 (Property). 13 NOTE: If the table is omitted, or if any item is left blank or is marked in the"No Change"column, it 14 means no change to the corresponding provision of the Contract. If any item is marked in the"Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 15 16 2. §3.1 Dates and Deadlines. [Note: This table may be omitted if inapplicable.] 17 18 Item Reference Event Date or Deadline Change Deleted No. 1 § 4.3 Alternative Earnest Money Deadline no change Title 2 §8.1,§8.4 Record Title Deadline no change 3 §8.2,§8.4 Record Title Objection Deadline no change 4 §8.3 Off-Record Title Deadline no change 5 §8.3 Off-Record Title Objection Deadline no change 6 §8.5 Title Resolution Deadline no change 7 §8.6 Right of First Refusal Deadline no change Owners'Association 8 §7.2 Association Documents Deadline no change 9 §7.4 Association Documents Termination Deadline no change Seller's Disclosures 10 §10.1 Seller's Property Disclosure Deadline no change 11 §10.10 Lead-Based Paint Disclosure Deadline CBS 1,2,F1 no change Loan and Credit 12 §5.1 Loan Application Deadline no change 13 §5.2 Loan Termination Deadline no change 14 §5.3 Buyer's Credit Information Deadline no change 15 §5.3 Disapproval of Buyer's Credit Information Deadline no change 16 §5.4 Existing Loan Documents Deadline no change 17 §5.4 Existing Loan Documents Termination Deadline no change 18 §5.4 Loan Transfer Approval Deadline no change 19 §4.7 Seller or Private Financing Deadline no change Appraisal CP40-6-18. COUNTERPROPOSAL Page 1 of 4 CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 20 §6.2 Appraisal Deadline no change 21 §6.2 Appraisal Objection Deadline no change 22 §6.2 Appraisal Resolution Deadline no change Survey 23 §9.1 New ILC or New Survey Deadline no change 24 §9.3 New ILC or New Survey Objection Deadline no change 25 §9.3 New ILC or New Survey Resolution Deadline no change Inspection and Due Diligence 26 §10.3 Inspection Objection Deadline no change 27 §10.3 Inspection Termination Deadline no change 28 §10.3 Inspection Resolution Deadline no change 29 §10.5 Property Insurance Termination Deadline no change 30 §10.6 Due Diligence Documents Delivery Deadline no change 31 §10.6 Due Diligence Documents Objection Deadline no change 32 §10.6 Due Diligence Documents Resolution Deadline no change 33 §10.6 Environmental Inspection Objection Deadline CBS2,3,4 no change 34 §10.6 ADA Evaluation Objection Deadline CBS2,3,4 no change 35 §10.7 Conditional Sale Deadline no change 36 §10.10 Lead-Based Paint Termination Deadline CBS 1,2,F1 no change 37 §11.1,11.2 Estoppel Statements Deadline CBS2,3,4 no change 38 §11.3 Estoppel Statements Termination Deadline CBS2,3,4 no change Closing and Possession 39 §12.3 Closing Date no change 40 §17 Possession Date no change 41 §17 Possession Time no change 42 n/a n/a no change 43 n/a n/a no change 19 20 3. §4. PURCHASE PRICE AND TERMS. [Note: This table may be deleted if inapplicable.] 21 22 The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 23 24 Item No. Reference ' Item Amount Amount 1 § 4.1 Purchase Price $749,000.00 • 2 § 4.3 Earnest Money $/0,000.00 3 § 4.5 New Loan 4 § 4.6 Assumption Balance 5 § 4.7 Private Financing 6 § 4.7 Seller Financing _ 7 n/a n/a 8 n/a n/a 9 § 4.4 Cash at Closing $739,000.00 10 TOTAL $749,000.00 $749,000.00 25 26 4. ATTACHMENTS. The following are a part of this Counterproposal: 27 no change 28 Note: The following documents have been provided but are not a part of this Counterproposal: 29 no change CP40-6-18. COUNTERPROPOSAL Page 2 of 4 CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB 30 31 5. OTHER CHANGES. 2.5.4. Other Inclusions. 2x refrigerator, 2x washer/dryer, 1x gas range, 1x electric range, 2x hood, 1x dishwasher. 6.4 Buyer shall be unchecked. No appraisal deadlines. 27.2. Electronic Notice. add: electronic signature 32 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. Brokerage Firm's compensation or commission is to be paid by: Listing Brokerage shall be checked. 33 6. ACCEPTANCE DEADLINE.This Counterproposal expires unless accepted in writing by Seller 34 and Buyer as evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before Tuesday, September 7, 2021 4pm MST. Date Time 35 If accepted,the Contract, as amended by this Counterproposal, will become a contract between Seller and 36 Buyer.All other terms and conditions of the Contract remain the same. 37 38 etS4a ti SiatG[: 0' Date: 9/3/2021 Seller:Matthew S Slagle Address: 39 40 Seller: Date: 41 Address: 42 Ala et SC 4196 Q/Marifi®iree 43 '� Date: 9/3/2021 Buyer:Eagle County, Colorado By:Matt Scherr, Commissioner Address: 44 45 Buyer: Date: 46 Address: Note: When this Counterproposal form is used,the Contract is not to be signed by the party initiating this 47 Counterproposal. Brokers must complete and sign the Broker's Acknowledgments and Compensation Disclosure portion of the Contract. CP40-6-18. COUNTERPROPOSAL Page 3 of 4 CTMeContracts.com-©2021 CTM Software Corp. DocuSign Envelope ID:9B33D12A-9927-4074-8DCE-1470F7EE5DOB CP40-6-18. COUNTERPROPOSAL CTM eContracts - ©2016 CTM Software Corp. CP40-6-18. COUNTERPROPOSAL Page 4 of 4 CTMeContracts.com-©2021 CTM Software Corp.