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bocc.packet.07232014 - Vine Street Acquisition
AGENDA ITEM SUMMARY REGULAR MEETING DATE: July 23, 2014 AGENDA ITEM TITLE: Ordinance of the Board of County Commissioners of Pitkin County Approving the Purchase of Unit#1216 Hunter Creek Condominiums for the Pitkin County Employee Housing Inventory and Authorizing the Chair to Execute the Necessary Documents STAFF RESPONSIBLE: Brian Pettet, Director Public Works, Jon Peacock, County Manager, John Redmond, Director of Finance SUMMARY OF ISSUE: This is the first reading of an ordinance approving the purchase of Unit#1216 Hunter Creek Condominiums for the Pitkin County Employee Housing inventory and authorizing the execution of the necessary documents. BACKGROUND: Pitkin County is committed to making quality affordable housing opportunities available to provide for a healthy, stable, strong and diverse local workforce that may be unattainable without the benefit of the employee housing program. The County negotiated a purchase price of $420,000 to acquire Unit #1216 Hunter Creek Condominiums, located at 1216 Vine Street, Aspen, from Sheri L. Singer in a Contract to Buy and Sell Real Estate dated June 27, 2014 and Counterproposal dated July 2, 2014. This unit is a 581 square foot, south-facing, ground level corner unit with one bedroom and one updated bathroom. It is within easy access to the free shuttle into the Aspen core. The unit will be made available for sale or rental to occupants qualified under the Aspen/Pitkin County Housing Authority's affordable housing guidelines. The unit's size, location and price make it a desirable addition to the Pitkin County employee housing inventory. This ordinance authorizes the Chair or Chair's designee to sign the Contract and execute any additional documents as may be necessary to complete the purchase. LINK TO STRATEGIC PLAN: Work Force Housing KEY DISCUSSION ITEMS: The background summary above highlights the importance of this acquisition to create affordable housing opportunities for the health and stability of the local workforce. BUDGETARY IMPACT: The purchase price is $420,000 RECOMMENDED BOCC ACTION: Motion to approve ordinance at first reading and set for public hearing and adoption on August 13, 2014. ATTACHMENTS: Proposed Ordinance, Contract, Counterproposal AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVING THE PURCHASE OF UNIT #1216 HUNTER CREEK CONDOMINIUMS FOR THE PITKIN COUNTY EMPLOYEE HOUSING INVENTORY AND AUTHORIZING THE CHAIR TO EXECUTE THE NECESSARY DOCUMENTS ORDINANCE # -2014 Recitals 1. The Board of County Commissioners of Pitkin County("County") is in a position to acquire Unit#1216 Hunter Creek Condominiums located at 1216 Vine Street, Aspen, CO (the "Property") from Sheri L. Singer; 2. The purpose of the acquisition is to add the Property to the County's employee housing inventory and to make it available for sale or rental to occupants qualified under the Aspen/Pitkin County Housing Authority's affordable housing guidelines; 3. The Property is a 581 square foot, south-facing one bedroom, one bath, corner unit on the ground floor that enjoys the sound of Hunter Creek in the back and Aspen Mountain views in the front. It is located within easy access to the free shuttle bus into the Aspen core; 4. The terms and provisions of the purchase are fully set forth in the Contract to Buy and Sell Real Estate dated June 27, 2014 and Counterproposal dated July 2, 2014; 5. The County and Sheri L. Singer have negotiated a purchase price of$420,000 and it is in the interest of all parties to proceed immediately with the transaction; 6. The Chair(or Chair's designee) shall be authorized to sign a Contract to Buy and Sell Real Estate and to execute such documents in substantially the form approved by the County Attorney as necessary to complete this transaction; 7. The BOCC finds that adoption of this ordinance is in the best interest of the public health, safety and welfare of the citizens of Pitkin County. NOW, THEREFORE,BE IT ORDAINED, that the Board of County Commissioners approves the purchase of#1216 Hunter Creek Condominiums and authorizes the Chair or Chair's designee to execute all documents necessary to complete the purchase. INTRODUCED AND APPROVED ON THE 23RD DAY OF JULY 2014 AND SET FOR PUBLIC HEARING ON THE 13TH DAY OF AUGUST 2014. Ordinance# -2014 Page 2 NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON JULY 24, 2014. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.aspenpitkin.com) ON JULY 25, 2014. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 13TH DAY OF AUGUST 2014. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE DAY OF 2014. THIS ORDINANCE IS EFFECTIVE ON AUGUST 13, 2014. ATTEST: BOARD OF COUNTY COMMISSIONERS By By: Jeanette Jones Robert A. Ittner, Jr., Chairman Deputy County Clerk Date: APPROVED AS TO FORM: John Ely Jon Peacock County Attorney County Manager Aspen Sotheby 5 Aspen Snowmass Sotheby's International Realty Snowmass ,I„l,,,.,,,,,.Y.• Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission(CP40-8-13)(Mandatory 1-14) 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: 7/2/2014 7 8 1. This Counterproposal supersedes and replaces any previous counterproposal.This 9 Counterproposal amends the proposed contract dated 6/27/2014 (Contract),between 10 Sheri L.Singer(Seller),and Board of County Commissioners of Pitkin County(Buyer), relating to the sale and purchase of the following legally described real estate in the County of Pitkin.Colorado: 11 Unit#1216 Hunter Creek Condominiums,Phase III 12 known as No. 1216 Vine Street Aspen CO 81611(Property). 13 NOTE: If the table is omitted,or if any item is left blank or Is marked In the"No Change"column,It means 14 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. 1s 16 2. §3. DATES AND DEADLINES. [Omitted as inapplicable] 17 16 3. §4.PURCHASE PRICE AND TERMS.[Note:This table may be deleted if inapplicable.] 19 20 The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: 21 22 Item No. Reference Item Amount Amount 1 1 § 4.1 Purchase Price r $420,000.00 2 § 4.3 Earnest Money _ $20,000.00 3 § 4.5 New Loan $0.00 4 § 4.6 Assumption Balance $0.00 5 § 4.7 Private Financing $0.00 6 § 4.7 Seller Financing $0.00 7 n/a n/a 8 n/a n/a 9 § 4.4 Cash at Closing $400,000.00 10 TOTAL $420,000.00 $420,000.00 23 24 4. ATTACHMENTS.The following are a part of this Counterproposal: 25 none 26 Note:The following disclosure forms are attached but are not a part of this Counterproposal: 27 none 28 29 5. OTHER CHANGES. Section 12.3 Closing Date shall be changed to October 8,2014. Section 17,Possession Date shall be changed to October 8, 2014. Section 2.5.2 Inclusions. Seller shall provide an Inventory of the Inclusions to Buyer on or before the Record Title Deadline.Buyer shall have until the Inspection Objection Deadline to determine If Buyer wants the Items beings Included and shall notify Seller In writing of same. The following language shall be added: 30 Before Closing Walk Through.As the property is currently leased,in addition to§19.4 Walk- Through, Verification of Condition of the Contract and§19 of the Addendum,Buyer shall CP 40-8-13. COUNTERPROPOSAL Page 1 of 2 Initials.2� ) CTMcContracts.com-C 2014 CTM Software Corp. have a right to conduct a walk through of the Property after the tenant has vacated the Property and prior to Closing.Buyer shall have the right to object to any physical damage to the Property detected upon said Walk-Through,even if said damage occurred after Buyer's Inspection of the Property under§10 of the Contract and§10 of the Addendum. Seller,at Seller's expense,shall repair said damage prior to Closing.In the event said damage is unable to be repaired by Seller prior to Closing,Buyer and Seller shall agree on amount to be escrowed by the title company to repair said damage or Buyer shall have the right,at Buyer's sole discretion, to terminate under§25.1. 31 6. ACCEPTANCE DEADLINE.This Counterproposal expires unless accepted In wnting by Seller 32 and Buyer as evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before July 3, 2014 by 5:00 p.m. Date Time 33 34 If accepted,the Contract,as amended by this Counterproposal,will become a contract between Seller and Buyer. All other terms and conditions of the Contract remain the same. 35 1lb� /�2f j/717- •• Date �/ 36 Seller Sheri L. Singer Address 185 Lupine Drive Aspen CO 81611 37 38 Seller Date: 39 Address: 40 Date: 7—2— tj 41 Buyer:Board of ounty Commissioners of Pitkin County By:Jon Peacock, County Manager Address. 42 43 Buyer Date: 44 Address. Note:When this Counterproposal form is used, the Contract is not to be signed by the party initiating this 45 Counterproposal.Brokers must complete and sign the Broker's Acknowledgments and Compensation Disclosure portion of the Contract. CP40-6-13. COUNTERPROPOSAL CTM eContracts - 2014 CTM Software Corp, CP 40-8-13. COUNTERPROPOSAL Page 2 of 2 Initials CTMcContracts.com-C2014 CTM Software Corp 1 3 Aspen Sotheby's Aspen Snowmass Sotheby's International Realty 4 Snowmass Nwr, Sally Shiekman-Miller 5 Ph: 970-925-6060 Fax: 970-920-9993 6 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate 7 Commission. (CBS1-8-13) (Mandatory 1-14) 8 9 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL 11 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 12 13 14 CONTRACT TO BUY AND SELL REAL ESTATE 15 (RESIDENTIAL) 16 17 18 Date: 6/27/2014 19 20 21 AGREEMENT 22 23 24 1. AGREEMENT. Buyer,identified in§2.1, agrees to buy, and Seller, identified in §2.3, agrees to sell, the 25 Property described below on the terms and conditions set forth in this contract(Contract). 26 27 28 29 2. PARTIES AND PROPERTY. 30 2.1. Buyer.Buyer, Board of County Commissioners of Pitkin County,will take title to the 31 Property described below as 32 33 ❑ Joint Tenants ❑Tenants In Common ElOther 34 To be Determined 35 2.2.Assignability and Inurement.This Contract❑ Is ®Is Not assignable by Buyer without Seller's 36 37 prior written consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, 38 personal representatives, successors and assigns of the parties. 30 2.3. Seller. Seller, Sheri L. Singer, is the current owner of the Property described below. 40 g P 41 2.4. Property.The Property is the following legally described real estate in the County of 42 Pitkin ,Colorado: 43 44 Unit#1216 Hunter Creek Condominiums, Phase Ill 45 known as No. 1216 Vine Street Aspen CO 81611, 46 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, 47 as and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 49 50 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 51 52 2.5.1. Fixtures. If attached to the Property on the date of this Contract,the following items are 53 included unless excluded under Exclusions (§2.6): lighting, heating, plumbing,ventilating and air conditioning sa fixtures,TV antennas, inside telephone, network and coaxial (cable)wiringand connectingblocks/jacks, plants, ss P 1 56 mirrors,floor coverings, intercom systems, built—in kitchen appliances, sprinkler systems and controls, built—in 57 58 vacuum systems(including accessories),garage door openers including n/a remote controls. 59 Other Fixtures: n/a 60 If any fixtures are attached to the Property after the date of this Contract,such additional fixtures are also included 61 in the Purchase Price. 62 63 2.5.2. Personal Property. If on the Property,whether attached or not, on the date of this 64 Contract,the following items are included unless excluded under Exclusions (§2.6): storm windows, storm doors, 65 window and porch shades, awnings, blinds,screens,window coverings, curtain rods,drapery rods,fireplace 67 inserts,fireplace screens, fireplace grates, heating stoves, storage sheds, and all keys. If checked, the following 68 are included: ❑Water Softeners ®Smoke/Fire Detectors ®Carbon Monoxide Alarms ❑Security fig Systems ❑Satellite Systems(includingsatellite dishes). Y Y 71 Other Personal Property: 72 refrigerator, range, dishwasher, microwave 73 74 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all 75 taxes(except personal property taxes for the year of Closing), liens and encumbrances,except 77 n/a . Conveyance will be by bill of sale or other applicable legal instrument. 78 2.5.3. Parking and Storage Facilities.®Use Only❑Ownership of the following parking 79 80 facilities: common parking ;and ❑ Use Only®Ownership of the following storage facilities: el outside storage locker • 82 2.6. Exclusions. The following items are excluded (Exclusions): 83 84 none CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 of 15 Buyer(s)Initials Seller(s)Initials CTMcContracts.com-C2014 CTM Software Corp. 85 86 87 2.7. Water Rights,Well Rights,Water and Sewer Taps. 88 0 2.7.1. Deeded Water Rights.The following legally described water rights: 89 90 n/a 91 Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 92 93 ❑ 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in 94 §§2.7.1, 2.7.3, 2.7.4 and 2.7.5,will be transferred to Buyer at Closing: 95 96 97 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. 98 Buyer understands that if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well" 99used for ordinaryhousehold purposes, Buyer must, prior to or at Closing, complete a Change in Ownershipform 100 P rP Y P 9 101 for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the 102 Department of Natural Resources(Division), Buyer must complete a registration of existing well form for the well 104 and paythe cost of registration.If noperson will be providinga closingservice in connection with the transaction, 104 9� 1os Buyer must file the form with the Division within sixty days after Closing.The Well Permit#is 106 n/a • 107 108 ❑ 2.7.4.Water Stock Certificates: The water stock certificates to be transferred at Closing are 109 as follows: 11o1 n/a 11 112 2.7.5. Water and Sewer Taps. Note: Buyer is advised to obtain,from the provider, 113 written confirmation of the amount remaining to be paid, if any,time and other restrictions for transfer 114 115 and use of the taps. 116 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2(Other Rights 117 Relating to Water), §2.7.3 (Well Rights),or§2.7.4(Water Stock Certificates), Seller agrees to convey such rights 118 119 to Buyer by executing the applicable legal instrument at Closing. 120 121 3. DATES AND DEADLINES. 122 123 124 Item No. Reference Event Date or Deadline 125 127 1 §4.3 Alternative Earnest Mone Deadline 3 bus days after 127 y MEC 128 129 Title 130 2 §8.1 Record Title Deadline 7 days after MEC 131 132 3 §8.2 Record Title Objection Deadline 21 days after MEC _ 133 4 §8.3 Off-Record Title Deadline 7 days after MEC 134 5 §8.3 Off-Record Title Objection Deadline 21 days afte MEC 135 y 136 6 §8.4 Title Resolution Deadline 28 days after MEC 137 7 §8.6 Right of First Refusal Deadline n/a 138 139 Owners'Association 140 8 §7.3 Association Documents Deadline 7 days after MEC 141 142 9 §7.4 Association Documents Objection Deadline 21 days after MEC 143 Seller's Property Disclosure 144 145 10 §10.1 Seller's Property Disclosure Deadline 7 days after MEC 146 Loan and Credit 147 148 11 §5.1 Loan Application Deadline n/a 149 12 §5.2 Loan Objection Deadline n/a 1511 13 §5.3 Buyer's Credit Information Deadline n/a 152 Disapproval of Buyer's Credit Information 153 14 §5.3 n/a Deadline 154 155 15 §5.4 Existing Loan Documents Deadline n/a 156 16 §5.4 Existing Loan Documents Objection Deadline n/a 157 158 17 §5.4 Loan Transfer Approval Deadline n/a 159 18 §4.7 Seller or Private Financing Deadline n/a 161 161 Appraisal 162 19 §6.2 Appraisal Deadline 21 days after MEC 163 20 §6.2 Appraisal Objection Deadline 28 days after MEC 164 165 Survey 166 21 §9.1 Current Survey Deadline n/a 167 , 168 22 §9.2 Current Survey Objection Deadline n/a CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 2 of 15 Buyer(s)Initials Seller(s)Initials CTMeContracts.com- 2014 CTM Software Corp. 169 23 §9.3 Current Survey Resolution Deadline n/a 170 171 Inspection and Due Diligence 172 24 §10.2 Inspection Objection Deadline n/a 173 174 25 §10.3 Inspection Resolution Deadline n/a 175 26 §10.5 Property Insurance Objection Deadline n/a 176 27 §10.6 Due Diligence Documents DeliveryDeadline 7 days after MEC 177 9 Y 178 28 §10.6 Due Diligence Documents Objection Deadline 21 days after MEC 179 29 §10.6 Due Diligence Documents Resolution Deadline 28 days after MEC 180 181 30 §10.7 Conditional Sale Deadline n/a 182 Closing and Possession 183 184 31 §12.3 Closing Date 10/2/2014 Thursday 185 32 §17 Possession Date 10/2/2014 Thursday 187 33 §17 Possession Time at closing 188 34 §28 Acceptance Deadline Date 7/2/2014 Wednesday 189 35 §28 Acceptance Deadline Time 5:00 p.m. 190 191 36 Board of County Commissioner Approval 8/14/2014 Thursday 192 Deadline 194 _ 37 L n/a ,n/a n/a 195 196 Note: If FHA or VA loan boxes are checked in§4.5.3 (Loan Limitations), the Appraisal Deadline (§3)does Not 197 198 apply to FHA insured or VA guaranteed loans. 199 200 3.1. Applicability of Terms.Any box checked in this Contract means the corresponding provision 201 202 applies.Any box, blank or line in this Contract left blank or completed with the abbreviation"N/A", or the word 203 "Deleted"means such provision, including any deadline, is not applicable and the corresponding provision of this 204 Contract to which reference is made is deleted. 205 206 207 The abbreviation "MEC" (mutual execution of this Contract)means the date upon which both parties have signed 209 this Contract. 210 211 4. PURCHASE PRICE AND TERMS. 212 213 4.1. Price and Terms.The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 214 21 216 Item No. Reference Item Amount j Amount 217 1 § 4.1 Purchase Price $400,000.00 218 219 2 § 4.3 Earnest Money $20,000.00 220 3 § 4.5 New Loan $0.00 221 222 4 § 4.6 _Assumption Balance $0.00 223 5 § 4.7 Private Financing g $0.00 225 6 § 4.7 Seller Financing 226 227 7 n/a n/a 228 8 n/a n/a 229 9 § 4.4 Cash at Closing $380,000.00 230 _ 231 10 TOTAL $400,000.00 $400,000.00 232 233 234 4.2. Seller Concession. Seller, at Closing,will credit, as directed by Buyer, an amount of$ 235 n/a to assist with any or all of the following: Buyer's closing costs, loan discount points, loan 237 origination fees, re aid items (includinganyamounts that Seller agrees to paybecause Buyer is not allowed to 237prepaid 9 Y 238 pay due to FHA, CHFA,VA, etc.), and any other fee, cost, charge, expense or expenditure related to Buyer's New 239 Loan or other allowable Seller concession (collectively, Seller Concession). Seller Concession is in addition to any 241 sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the 242 extent it exceeds the aggregate of what is allowed by Buyer's lender as set forth in the Closing Statement, 243 Closing Disclosure or HUD-1,at Closing. 244 245 4.3. Earnest Money.The Earnest Money set forth in this section, in the form of 246 good funds ,will be payable to and held by Land Title Guarantee Company 247 (Earnest MoneyHolder), its trust account, on behalf of both Seller and Buyer.The Earnest Moneydeposit must 248 inY P 249 be tendered, by Buyer,with this Contract unless the parties mutually agree to an Alternative Earnest Money 250 Deadline (§3)for its payment.The parties authorize delivery of the Earnest Money deposit to the company 252 conductingthe Closing (ClosingCompany),252 p y), if any,at or before Closing. In the event Earnest Money Holder has CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 3 of 15 Buyer(s)Initials /rJ� Seller(s)Initials CTMeContracts.com- 2014 CTM Software Corp. 253 agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing 254 affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on 256 depositedMoney 256 the Earnest Money with the Earnest Holder in this transaction will be transferred to such fund. 257 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 258 Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money 260 Deadline (§3). 261 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, 262 Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set 264 forth in 25 and, except asprovided in 24, if the Earnest Moneyhas not alreadybeen returned followingreceipt 264 § P § P 265 of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer,written 266 mutual instructions (e.g., Earnest Money Release form),within three days of Seller's receipt of such form. 268 Y 268 4.4. Form of Funds; Time of Payment; Available Funds. 269 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan 270 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 272 includingelectronic transfer funds, certified check, savings and loan teller's check and cashier's check(Good 272 9 273 Funds). 274 4.4.2. Time of Payment; Available Funds.All funds, including the Purchase Price to be 275 paid byBuyer, must bepaid before or at Closingor as otherwise agreed in writingbetween the parties to allow 276 Y 9 277 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer 278 represents that Buyer, as of the date of this Contract, ❑ Does ❑Does Not have funds that are immediately 279 280 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 281 4.5. New Loan. (Omitted as inapplicable) 282 283 284 4.6. Assumption. (Omitted as inapplicable) 285 286 287 4.7. Seller or Private Financing. (Omitted as inapplicable) 288 289 290 TRANSACTION PROVISIONS 291 292 294 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 295 297 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 298 299 5.4. Existing Loan Review. (Omitted as inapplicable) 300 301 302 6. APPRAISAL PROVISIONS. 303 304 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs(Requirements)to 305 be made to the Property(e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this 306 Contract,Seller has the Right to Terminate under§25.1, (notwithstanding§ 10 of this Contract), on or before three 307 days followingSeller's receipt of the Requirements, based on anyunsatisfactoryRequirements, in Seller's sole 308 Y P q q 309 subjective discretion. Sellers Right to Terminate in this§6.1 does not apply if, on or before any termination by 310 Seller pursuant to this§6.1: (1)the parties enter into a written agreement regarding the Requirements;or(2)the 312 Requirements have been completed; or(3)the satisfaction of the Requirements is waived in writingbyBuyer. 31z P q Y 313 6.2. Appraisal Condition.The applicable Appraisal provision set forth below applies to the respective 314 loan type set forth in§4.5.3,or if a cash transaction (i.e. no financing), §6.2.1 applies. 315 6.2.1. Conventional/Other. Buyer has the sole option and election to terminate this Contract 316 Y P 317 if the Property's valuation, determined by an appraiser engaged on behalf of Buyer , is less 318 than the Purchase Price.The appraisal must be received by Buyer or Buyer's lender on or before Appraisal 320 Deadline (§3). Buyer has the Right to Terminate under§25.1,on or before Appraisal Objection Deadline (§ 321 3), if the Property's valuation is less than the Purchase Price and Seller's receipt of either a copy of such appraisal 322 or written notice from lender that confirms the Property's valuation is less than the Purchase Price.This§6.2.1 is 324 for the sole benefit of Buyer. 325 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, 326 the Purchaser(Buyer)shall not be obligated to complete the purchase of the Property described herein or to incur 328 any penalty by forfeiture of Earnest Money deposits or otherwise unless the Purchaser(Buyer)has been given, in 329 accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing 33o Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender,setting forth the appraised value 332 of the Property of not less than$ n/a .The Purchaser(Buyer)shall have the privilege and option of 332 PrtY ( Y ) P� � 9 P� 333 proceeding with the consummation of the Contract without regard to the amount of the appraised valuation.The 334 appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban 335 336 Development will insure. HUD does not warrant the value nor the condition of the Property.The Purchaser(Buyer) CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 4 of 15 Buyer(s)Initials Seller(s)Initials CTMeContracts.com-C2014 CTM Software Corp. 337 should satisfy himself/herself that the price and condition of the Property are acceptable. 338 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract,the 349 purchaser(Buyer)shall not incur anypenaltybyforfeiture of Earnest Moneyor otherwise or be obligated to Sao ( Y ) 9 341 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 342 reasonable value of the Property established by the Department of Veterans Affairs.The purchaser(Buyer)shall, 343 344 however, have the privilege and option of proceeding with the consummation of this Contract without regard to the 345 amount of the reasonable value established by the Department of Veterans Affairs. 346 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract must be 347 348 timely paid by®Buyer ❑Seller. The cost of the appraisal may include any and all fees paid to the appraiser, 349 appraisal management company, lender's agent or all three. 350 351 352 7. OWNERS'ASSOCIATIONS.This Section is applicable if the Property is located within a 353 Common Interest Community and subject to such declaration. 354 355 7.1. Owners' Association Documents. Owners'Association Documents (Association Documents) 356 consist of the following: 357 7.1.1. All Owners'Association declarations, articles of incorporation, bylaws, articles of 358 organization, operating agreements, rules and regulations, party wall agreements; 359 360 7.1.2. Minutes of most recent annual owners'meeting; 361 7.1.3. Minutes of any directors'or managers' meetings during the six-month period 362 immediately preceding the date of this Contract. If none of the preceding minutes exist,then the most recent 363 364 minutes, if any(§§7.1.1, 7.1.2 and 7.1.3, collectively, Governing Documents);and 365 7.1.4. The most recent financial documents which consist of: (1)annual and most recent 366 367 balance sheet, (2)annual and most recent income and expenditures statement, (3)annual budget, (4)reserve 368 study, and (5)notice of unpaid assessments, if any(collectively, Financial Documents). 369 7.2. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A 370 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY.THE 371 372 OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'ASSOCIATION FOR 373 THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 374 ASSOCIATION.THE DECLARATION, BYLAWS,AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 375 376 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 377 ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES NOT PAY THESE ASSESSMENTS,THE 378 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. 380 THE DECLARATION, BYLAWS,AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 381 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 382 ASSOCIATION(OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION. 384 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 385 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 386 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 387 388 THE ASSOCIATION. 389 7.3. Association Documents to Buyer. 390 391 ® 7.3.1. Seller to Provide Association Documents. Seller will cause the Association Documents 392 to be provided to Buyer, at Seller's expense,on or before Association Documents Deadline(§3). 393 ❑ 7.3.2. Seller Authorizes Association. Seller authorizes the Association to provide the 394 395 Association Documents to Buyer, at Seller's expense. 396 7.3.3. Seller's Obligation. Seller's obligation to provide the Association Documents is fulfilled 397 upon Buyer's receipt of the Association Documents, regardless of who provides such documents. 3gg Note: If neither box in this§7.3 is checked,the provisions of§7.3.1 apply. 400 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 401 Buyer has the Right to Terminate under§25.1,on or before Association Documents Objection Deadline(§3), 402 403 based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective discretion. 404 Should Buyer receive the Association Documents after Association Documents Deadline(§3), Buyer, at 405 Buyer's option, has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller on or 407 before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the Association 408 Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 409 Date (§3), Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive 410 411 Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as 412 satisfactory, and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of§8.6. 413 (Right of First Refusal or Contract Approval). 414 415 416 8, TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 417 8.1. Evidence of Record Title. 418 419 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked. Seller will select the CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 5 of 15 Buyer(s)Initialsf7 Seller(s)Initials CTMcContracts.com- 2014 CTM Software Corp. 420 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 422 Title Deadline 3), Seller must furnish to Buyer, a current commitment for owner's title insurance policy(Title 422 (§ Y 423 Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑an Abstract of Title 424 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as soon 425 426 as practicable at or after Closing. 427 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 428 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title 429 430 Deadline(§3), Buyer must furnish to Seller, a current commitment for owner's title insurance policy(Title 431 Commitment), in an amount equal to the Purchase Price. 432 If neither box in§8.1.1 or§8.1.2 is checked, §8.1.1 applies. 433 434 8.1.3. Owner's Extended Coverage(OEC).The Title Commitment®Will ❑Will Not. 435 commit to delete or insure over the standard exceptions which relate to: (1)parties in possession, (2)unrecorded 437 easements, (3)surveymatters, unrecorded mechanics' liens, gapperiod (effective date of commitment to 437 (4) (5) 438 date deed is recorded),and (6)unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing 439 (OEC). If the title insurance company agrees to provide an endorsement for OEC, any additional premium expense 440 441 to obtain an endorsement for OEC will be paid by Buyer ®Seller❑One-Half by Buyer and One-Half by 442 Seller❑Other 443 Note:The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 444 445 8.1.4. Title Documents.Title Documents consist of the following: (1)copies of any plats, 446 declarations, covenants, conditions and restrictions burdening the Property, and (2)copies of any other 447 documents (or, if illegible, summaries of such documents)listed in the schedule of exceptions(Exceptions)in the 448 449 Title Commitment furnished to Buyer(collectively, Title Documents). 450 8.1.5. Copies of Title Documents. Buyer must receive,on or before Record Title Deadline (§ 451 3), copies of all Title Documents.This requirement pertains only to documents as shown of record in the office of 452 453 the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the documents 454 required in this Section will be at the expense of the party or parties obligated to pay for the owner's title insurance 455 policy. 456 457 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer copies of any abstracts of title 458 covering all or any portion of the Property(Abstract of Title)in Seller's possession on or before Record Title 459 Deadline (§3). 460 461 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment 462 and any of the Title Documents as set forth in §8.4(Right to Object to Title, Resolution)on or before Record Title 463 Objection Deadline (§3). Buyer's objection may be based on any unsatisfactory form or content of Title 464 465 Commitment or Abstract of Title, notwithstanding§ 13, or any other unsatisfactory title condition, in Buyer's sole 466 subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on or 467 before the Record Title Deadline (§3), or if there is an endorsement to the Title Commitment that adds a new 468 469 Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 470 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and 471 object to: (1)any required Title Document not timely received by Buyer, (2)any change to the Abstract of Title, 472 473 Title Commitment or Title Documents,or(3)any endorsement to the Title Commitment. If Seller receives Buyer's 474 Notice to Terminate or Notice of Title Objection, pursuant to this§8.2 (Record Title),any title objection by Buyer 475 is governed by the provisions set forth in§8.4(Right to Object to Titie, Resolution). If Seller has fulfilled all Seller's 476 477 obligations, if any,to deliver to Buyer all documents required by§8.1 (Evidence of Record Title)and Seller does 478 not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, a79 Buyer accepts the condition of title as disclosed by the Abstract of Title,Title Commitment and Title Documents 480 481 as satisfactory. 482 8.3. Off—Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline (§3), 483 true copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 484 485 easements, liens(including,without limitation,governmental improvements approved, but not yet installed)or other 486 title matters(including,without limitation, rights of first refusal and options)not shown by public records, of which aa7 Seller has actual knowledge(Off-Record Matters). Buyer has the right to inspect the Property to investigate if any 488 489 third party has any right in the Property not shown by public records(e.g., unrecorded easement, boundary line 490 discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory 491 condition (whether disclosed by Seller or revealed by such inspection, notwithstanding§8.2 and§ 13), in Buyer's 492 493 sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline(§3). If 494 an Off-Record Matter is received by Buyer after the Off-Record Title Deadline (§3), Buyer has until the earlier of 495 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives 496 497 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§ 8.3 (Off-Record Title), any title objection 498 by Buyer and this Contract are governed by the provisions set forth in §8.4 (Right to Object to Title, Resolution). If 99 Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline 500 501 specified above, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual 502 knowledge. CBS 1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 6 of 15 Buyer(s)Initials Seller(s)Initials CTMcContracts.com-C2014 CTM Software Corp. 503 8.4. Right to Object to Title, Resolution. Buyer's right to object to any title matters includes, but is 505 not limited to those matters set forth in 8.2(Record Title), 8.3 Title)and 13 (Transfer of Title), in 505 §§ (Off-Record . 506 Buyer's sole subjective discretion. If Buyer objects to any title matter, on or before the applicable deadline, Buyer 507 has the following options: 509 8.4.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 1 � Y 1 9 510 title matter(Notice of Title Objection)on or before the applicable deadline, and if Buyer and Seller have not agreed 511 to a written settlement thereof on or before Title Resolution Deadline(§3), this Contract will terminate on the 513 expiration of Title Resolution Deadline(§3), unless Seller receives Buyer's written withdrawal of Buyer's Notice 514 of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to Terminate 515 for that reason),on or before expiration of Title Resolution Deadline (§3). If either the Record Title Deadline or 517 or the Off-Record Title Deadline,or both,are extended to the earlier of Closingten days after receipt of the 517Y P 518 applicable documents by Buyer, pursuant to§8.2 (Record Title)or§8.3 (Off-Record Title),the Title Resolution 519 Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 521 applicable documents;or 522 8.4.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under 523 §25.1,on or before the applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective 524 525 discretion. 526 8.5. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 527 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON 529 THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE 530 PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT 531 WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE 533 SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE 534 THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 535 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY 536 537 OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY 538 CLERK AND RECORDER,OR THE COUNTY ASSESSOR. 539 Buyer has the Right to Terminate under§25.1,on or before Off-Record Title Objection Deadline (§3), 541 based on any unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole 542 subjective discretion. 543 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a 544 545 right to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 546 such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve 547 disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or expires,or 549 the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in 55o writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this Contract has not 551 occurred on or before Right of First Refusal Deadline (§3), this Contract will then terminate. 552 553 8.7. Title Advisory.The Title Documents affect the title,ownership and use of the Property and should 554 be reviewed carefully.Additionally, other matters not reflected in the Title Documents may affect the title, 555 ownership and use of the Property, including,without limitation, boundary lines and encroachments, set-back 556 557 requirements, area, zoning, building code violations, unrecorded easements and claims of easements,leases and 558 other unrecorded agreements,water on or under the Property, and various laws and governmental regulations 559 concerning land use, development and environmental matters.The surface estate may be owned separately 560 561 from the underlying mineral estate, and transfer of the surface estate does not necessarily include 562 transfer of the mineral rights or water rights.Third parties may hold interests in oil,gas,other minerals, 563 geothermal energy or water on or under the Property,which interests may give them rights to enter and 564 565 use the Property. Such matters, and others, may be excluded from or not covered by the owner's title insurance 566 policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict time 567 limits provided in this Contract[e.g., Record Title Objection Deadline (§3)and Off-Record Title Objection 569 Deadline (§3)j. 570 571 9. CURRENT SURVEY REVIEW. 572 573 9.1.Current Survey Conditions. If the box in§9.1.1 or§9.1.2 is checked, Buyer,the issuer of the Title 574 Commitment or the provider of the opinion of title if an Abstract of Title, and 575 n/a will receive Improvement Location Certificate, Improvement Survey Plat 576 577 or other form of survey set forth in §9.1.2(collectively, Current Survey),on or before Current Survey Deadline (§ 578 3).The Current Survey shall be certified by the surveyor to all those who are to receive the Current Survey. 579 ❑ 9.1.1. Improvement Location Certificate. If the box in this§9.1.1 is checked, ❑Seller ❑Buyer 580 581 will order or provide, and pay, on or before Closing,the cost of an Improvement Location Certificate. 582 ® 9.1.2. Other Survey. If the box in this§9.1.2 is checked,a Current Survey,other than an 583 584 Condominium Plat 585 Improvement Location Certificate,will be an ❑ Improvement Survey Plat or® Map .The CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 7 of 15 Buyer(s)Initials Seller(s)Initials CTMcContracts.com-s 2014 CTM Software Corp. 586 parties agree that payment of the cost of the Current Survey and obligation to order or provide the Current Survey 588 Shall accompany the title commitment and any expense for said condominium 589 as follows:plat map shall be paid by Seller. 590 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey. If the 591 592 Current Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, 593 Buyer may,on or before Current Survey Objection Deadline(§3), notwithstanding §8.3 or§ 13: 594 9.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 595 596 9.2.2.Current Survey Objection. Deliver to Seller a written description of any matter that was to be 597 shown or is shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct. 598 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller,on or before Current 599 600 Survey Objection Deadline (§3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or 601 before Current Survey Resolution Deadline (§3), this Contract will terminate on the Current Survey 6oz Resolution Deadline (§3), unless Seller receives Buyer's written withdrawal of the Current Survey Objection 603 604 before such termination, i.e.,on or before expiration of Current Survey Resolution Deadline(§3). 605 60 607 DISCLOSURE, INSPECTION AND DUE DILIGENCE 608 609 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY,INSURABILITY, DUE DILIGENCE, BUYER 610 611 DISCLOSURE AND SOURCE OF WATER. 612 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline(§3),Seller 613 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's 614 615 Property Disclosure form completed by Seller to Seller's actual knowledge, current as of the date of this Contract. 616 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller 617 is conveying the Property to Buyer in an"as is"condition, "where is"and"with all faults."Colorado law requires 618 619 that Seller disclosure to Buyer any latent defects actually known by Seller. Disclosure of latent defects must be in 620 writing. Buyer, acting in good faith,has the right to have inspections(by one or more third parties, personally or 6z1 both)of the Property and Inclusions(Inspection), at Buyer's expense. If(1)the physical condition of the Property, 622 623 including, but not limited to,the roof,walls,structural integrity of the Property,the electrical, plumbing, HVAC and 624 other mechanical systems of the Property, (2)the physical condition of the Inclusions, (3)service to the Property 625 (including utilities and communication services),systems and components of the Property(e.g. heating and 626 627 plumbing), (4)any proposed or existing transportation project, road,street or highway, or(5)any other activity, 628 odor or noise(whether on or off the Property)and its effect or expected effect on the Property or its occupants is 629 unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Inspection Objection Deadline(§ 630 631 3): 632 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 633 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical 634 635 condition that Buyer requires Seller to correct. 636 10.3. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection 637 Objection Deadline (§3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before 638 639 Inspection Resolution Deadline (§3), this Contract will terminate on Inspection Resolution Deadline (§3) 640 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e.,on or 641 before expiration of Inspection Resolution Deadline (§3). 642 643 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 644 written agreement between the parties, is responsible for payment for all inspections,tests, surveys, engineering 645 reports,or other reports performed at Buyer's request(Work)and must pay for any damage that occurs to the 646 647 Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the 648 Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from 649 and against any liability, damage, cost or expense incurred by Seller and caused by any such Work,claim,or 650 651 lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 652 any such liability,damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees, 653 legal fees and expenses.The provisions of this section survive the termination of this Contract.This§ 10.4 does 654 655 not apply to items performed pursuant to an Inspection Resolution. 656 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of 657 and premium for property insurance(Property Insurance). Buyer has the Right to Terminate under§25.1,on or 658 659 before Property Insurance Objection Deadline (§3), based on any unsatisfactory provision of the Property 660 Insurance, in Buyer's sole subjective discretion. 661 10.6. Due Diligence. 662 663 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 664 copies of the following documents and information pertaining to the Property(Due Diligence Documents)to Buyer 665 on or before Due Diligence Documents Delivery Deadline(§3): 666 667 ❑ 10.6.1.1. All current leases, including any amendments or other occupancy agreements CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 8 of 15 Buyer(s)Initials Seller(s)Initials _ CTMcContracts.com- 2014 CTM Software Corp. 668 pertaining to the Property.Those leases or other occupancy agreements pertaining to the Property that survive 669 70 Closingare as follows(Leases): ( ): 671 n/a 672 ® 10.6.1.2. Other documents and information: 674 Prior inspection reports, warranties and any and all documents that relate to the Property and are 675 in Seller's possession. 676 67710.6.2. Due Diligence Documents Review and Objection. Buyer has the ri ht to review and 678 Y 9 679 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 680 unsatisfactory in Buyer's sole subjective discretion, Buyer may,on or before Due Diligence Documents 682 Objection Deadline 682 1 (§3): 683 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 684 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 685 686 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 687 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is 688 received by Seller,on or before Due Diligence Documents Objection Deadline(§3), and if Buyer and Seller 690 have not agreed in writingto a settlement thereof on or before Due Diligence Documents Resolution Deadline 690 9 9 691 (§3),this Contract will terminate on Due Diligence Documents Resolution Deadline(§3)unless Seller 692 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e.,on or 693 694 before expiration of Due Diligence Documents Resolution Deadline (§3). 695 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of that 696 certain property owned by Buyer and commonly known as n/a . Buyer has 697 698 the Right to Terminate under§25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before 699 Conditional Sale Deadline (§3)if such property is not sold and closed by such deadline.This§ 10.7 is for the 700 sole benefit of Buyer. If Seller does not receive Buyer's Notice to Terminate on or before Conditional Sale 701 702 Deadline (§3), Buyer waives any Right to Terminate under this provision. 703 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer 704 ❑Does ®Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 705 706 Water Addendum disclosing the source of potable water for the Property. Buyer❑Does ®Does Not 707 acknowledge receipt of a copy of the current well permit.®There is No Well. 709 Y 709 Note to Buyer: SOME WATER PROVIDERS RELY,TO VARYING DEGREES, ON NONRENEWABLE GROUND 710 WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 711 DETERMINE THE LONG—TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 713 10.9. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel—fired 714 heater or appliance, a fireplace,or an attached garage and include one or more rooms lawfully used for sleeping 715 purposes(Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has an 717 P 717 operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as 718 required by the applicable building code. 719 10.10. Lead—Based Paint. Unless exempt, if the improvements on the Property include one or 721 more residential dwellings for which a building permit was issued prior to January 1, 1978,this Contract is void 722 unless(1)a completed Lead—Based Paint Disclosure(Sales)form is signed by Seller,the required real estate 723 licensees and Buyer, and (2)Seller receives the completed and fully executed form prior to the time when this 725 Contract is signed byallparties. Buyer acknowledges timelyreceipt of a completed Lead—Based Paint 725 9 Y 9 P P 726 Disclosure(Sales)form signed by Seller and the real estate licensees. 727 10.11. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever 729 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose such 730 fact. No disclosure is required if the Property was remediated in accordance with state standards and other 731 requirements are fulfilled pursuant to§25-18.5-102, C.R.S. Buyer further acknowledges that Buyer has the 732 right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a 733 9Y9� Y9� P rtY 734 methamphetamine laboratory. Buyer has the Right to Terminate under§25.1, upon Seller's receipt of Buyer's 735 written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test results 737 that indicate the Property has been contaminated with methamphetamine, but has not been remediated to meet 738 the standards established by rules of the State Board of Health promulgated pursuant to§25-18.5-102, C.R.S. 739 Buyer must promptly give written notice to Seller of the results of the test. 740 741 742 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 743 744 745 CLOSING PROVISIONS 746 747 748 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 749 12.1.Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing 750 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 9 of 15 Buyer(s)Initials � Seller(s)Initials CTMeContracts.com- 2014 CTM Software Corp. 752 Seller and their designees. If Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges 753 Buyer's lender is required to provide the Closing Company, in a timely manner, all required loan documents and 754financial information concerning Y Bu er's new loan. Bu er and Seller will furnish an additional information and 7s5 Y Y 756 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will 757 sign and complete all customary or reasonably required documents at or before Closing. 758 759 12.2.Closing Instructions.Colorado Real Estate Commission's Closing Instructions❑Are ®Are Not 760 executed with this Contract. 761 12.3.Closing. Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the 763 date specified as the Closing Date (§3)or by mutual agreement at an earlier date. The hour and place of Closing 764 will be as designated by Land Title Guarantee Company 765 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of 766 767 service vary between different settlement service providers(e.g., attorneys, lenders, inspectors and title 768 companies). 769 770 771 13. TRANSFER OF TITLE.Subject to tender of payment at Closing as required herein and compliance by 772 Buyer with the other terms and provisions hereof, Seller must execute and deliver a good and sufficient 773 general warranty deed to Buyer, at Closing, conveying the Property free and clear of all taxes except 77a ;� Y Y 9 P rtY P 775 the general taxes for the year of Closing. Except as provided herein,title will be conveyed free and clear of all 776 liens,including any governmental liens for special improvements installed as of the date of Buyer's signature 778 to:hereon, whether assessed or not.Title will be conveyed 778 Ysubject 779 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Tao Title Documents accepted by Buyer in accordance with Record Title (§8.2), 781 782 13.2. Distribution utility easements(including cable TV), 783 13.3. Those specifically described rights of third parties not shown by the public records of which 785 Buyer has actual knowledge and which were accepted by Buyer in accordance with Off-Record Title 786 (§ 8.3)and Current Survey Review(§ 9), 787 13.4. Inclusion of the Property within any special taxing district,and 788 789 13.5. Other no other 790 791 792 14. PAYMENT OF ENCUMBRANCES.Any encumbrance required to be paid will be paid at or before 793 Closing from the proceeds of this transaction or from any other source. 794 795 796 15. CLOSING COSTS, CLOSING FEE,ASSOCIATION FEES AND TAXES. 797 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and 799 all other items required to be paid at Closing, except as otherwise provided herein. 799 q 9, P 800 15.2. Closin Services Fee. The fee for real estate closing services must be paid at Closing by 801 CI Buyer CI Seller 'One-Half by Buyer and One-Half by Seller 802 803 ❑Other n/a 804 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's 805 806 statement of assessments(Status Letter)must be paid by Buyer ®Seller ❑One-Half by Buyer er and 807 One-Half by Seller. ❑None. Any record change fee assessed by the Association including, but not limited to, 808 ownership record transfer fees regardless of name or title of such fee(Association's Record Change Fee)must be 809 810 paid by 0 Buyer ®Seller ❑One-Half by Buyer and One-Half by Seller ❑None. 811 15.4. Local Transfer Tax. 0 The Local Transfer Tax of n/a %of the Purchase Price 812 813 must be paid at Closing by❑ Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller. ®None. 814 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 815 payable at Closing, such as community association.fees,developer fees and foundation fees, must be paid at 816 817 Closing by❑Buyer❑Seller ❑One-Half by Buyer and One-Half by Seller®None.The Private Transfer fee, 818 whether one or more, is for the following association(s):n/a in the total 820 amount of n/a %of the Purchase Price or$n/a 821 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees,as of the date of this 822 Contract, do not exceed$n/a for: 823 824 ®Water Stock/Certificates0Water District 825 ®Augmentation Membership ®Small Domestic Water Company®n/a and must be paid 827 at Closingby0 Buyer 0 Seller 0 One-Half byBuyer and One-Half bySeller®None. 8z7 Y Y 828 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 829 must be paid when due by 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller®None. 830 831 832 16. PRORATIONS.The following will be prorated to the Closing Date(§3),except as otherwise provided: 834 16.1. Taxes. Personal roe taxes, if any, special taxingdistrict assessments, if any, and general 834 property rtY P 835 real estate taxes for the year of Closing, based on®Taxes for the Calendar Year Immediately Preceding CBS 1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 10 of 15 Buyer(s)Initials Seller(s)Initials CTMeContracts.com- 2014 CTM Software Corp. 836 Closing ❑ Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable 837 838 qualifying seniors property tax exemption, qualifying disabled veteran exemption or❑Other 839 n/a 841 16.2. Rents. Rents based on ❑Rents ActuallyReceived ❑Accrued.At Closing, Seller will 841 842 transfer or credit to Buyer the security deposits for all Leases assigned,or any remainder after lawful deductions, 843 and notify all tenants in writing of such transfer and of the transferee's name and address. Seller must assign to 845 Closingand Buyer Buyer all Leases in effect at must assume Seller's obligations say Y under such Leases. 846 16.3. Association Assessments. Current regular Association assessments and dues(Association 847 Assessments)paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular 849 Association Assessments for deferred maintenance by the Association will not be credited to Seller except as a5o may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay 851 the Association,at Closing, an amount for reserves or working capital.An special assessment assessed prior to 852 853 Closing Date (§3)by the Association will be the obligation of❑Buyer USeller. Except however,any special 854 assessment by the Association for improvements that have been installed as of the date of Buyer's signature 855 hereon,whether assessed prior to or after Closing,will be the obligation of Seller. Seller represents that the 856 857 Association Assessments are currently payable at approximately$ 213.19 per month and that there s58 are no unpaid regular or special assessments against the Property except the current regular assessments and 859 n/a.Such assessments are subject to change as provided in the Governing Documents.Seller agrees to promptly 860 861 request the Association to deliver to Buyer before Closing Date (§3)a current Status Letter. 862 16.4. Other Prorations.Water and sewer charges, propane, interest on continuing loan,and no 863 other. 864 865 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 866 867 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date (§3)at 868 869 Possession Time (§3),subject to the Leases as set forth in § 10.6.1.1. 870 none 871 872 If Seller, after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will 873 be additionally liable to Buyer for payment of$ 500.00 per day(or any part of a day notwithstanding § 874 18.1)from Possession Date(§3)and Possession Time(§3)until possession is delivered. 875 876 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following 877 box is checked,then Buyer®Does Not represent that Buyer will occupy the Property as Buyer's principal 87s 879 residence. 880 881 Note: If the parties agree to execute a Post-Closing Occupancy Agreement, the document should appear in 883 Attachments (§31). 884 885 GENERAL PROVISIONS 886 887 888 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 889 890 18.1. Day.As used in this Contract,the term"day"means the entire day ending at 11:59 p.m., United 891 States Mountain Time(Standard or Daylight Savings as applicable). 892 18.2.Computation of Period of Days, Deadline. In computing a period of days,when the ending date 893 894 is not specified,the first day is excluded and the last day is included, (e.g.,three days after MEC). If any deadline 895 falls on a Saturday, Sunday or federal or Colorado state holiday(Holiday),such deadline 0 Will ❑Will Not be 896 extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked,the deadline 897 898 will not be extended. 899 900 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 901 902 AND WALK—THROUGH. Except as otherwise provided in this Contract,the Property, Inclusions or both will be 903 delivered in the condition existing as of the date of this Contract,ordinary wear and tear excepted. 904 19.1. Causes of Loss,Insurance. In the event the Property or Inclusions are damaged by fire,other 905 906 perils or causes of loss prior to Closing in an amount of not more than ten percent of the total Purchase Price 907 (Property Damage), Seller is obligated to repair the same before Closing Date(§3). Buyer has the Right to 908 Terminate under§25.1, on or before Closing Date(§3), if the Property Damage is not repaired before Closing 909 910 Date(§3)or if the damage exceeds such sum.Should Buyer elect to carry out this Contract despite such 911 Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received by Seller 912 (but not the Association, if any)resulting from such damage to the Property and Inclusions, plus the amount of 913 914 any deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the 915 event Seller has not received such insurance proceeds prior to Closing,the parties may agree to extend the 916 Closing Date(§3)or, at the option of Buyer, Seller must assign such proceeds at Closing, plus credit Buyer the 917 918 amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase Price. 919 19.2. Damage, Inclusions and Services.Should any Inclusion or service(including utilities and CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 11 of 15 Buyer(s) Seller(s)Initials CTMeContracts.com- 2014 CTM Software Corp. 920 communication services), system,component or fixture of the Property 9 ) Y P p rty(collectively Service),e.g., heating or 21 922 plumbing,fail or be damaged between the date of this Contract and Closing or possession,whichever is earlier, 923 then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size,age and 924 quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or 925 926 Service is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering 927 such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 928 Closing or possession,whichever is earlier, Buyer has the Right to Terminate under§25.1,on or before Closing 929 930 Date (§ 3),or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such 931 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's 932 right for any claim against the Association, if any,will survive Closing.Seller and Buyer are aware of the existence 933 934 of pre—owned home warranty programs that may be purchased and may cover the repair or replacement of such 935 Inclusions. 936 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 937 938 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify 939 Buyer, in writing,of such condemnation action. Buyer has the Right to Terminate under§25.1,on or before 940 Closing Date (§3), based on such condemnation action, in Buyer's sole subjective discretion.Should Buyer elect 941 942 to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to 943 a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property 944 or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price. 945 946 19.4. Walk—Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 947 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 948 complies with this Contract. 949 950 951 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 952 acknowledge that the respective broker has advised that this Contract has important legal consequences and has 953 954 recommended the examination of title and consultation with legal and tax or other counsel before signing this 955 Contract. 956 957 958 21. TIME OF ESSENCE, DEFAULT AND REMEDIES.Time is of the essence hereof. If any note or check 959 received as Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when 960 due, or if any obligation hereunder is not performed or waived as herein provided,the nondefaulting party has the 961 962 following remedies: 963 21.1. If Buyer is in Default: 964 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which 965 966 case all Earnest Money(whether or not paid by Buyer)will)be paid to Seller and retained by Seller;and Seller 967 may recover such damages as may be proper; or Seller may elect to treat this Contract as being in full force and 968 effect and Seller has the right to specific performance or damages,or both. 969 970 21.1.2. Liquidated Damages,Applicable.This§21.1.2 applies unless the box in§21.1.1. 971 is checked.All Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller.Both 972 parties will thereafter be released from all obligations hereunder. It is agreed that the Earnest Money specified in§ 973 974 4.1 is LIQUIDATED DAMAGES, and not a penalty,which amount the parties agree is fair and reasonable and 975 (except as provided in§§ 10.4,22,23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for 976 977 Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific 978 performance and additional damages. 979 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 981 Earnest Moneyreceived hereunder willl be returned and Buyer mayrecover such damages as maybe proper, or 981 Y 9 P P 982 Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific 983 performance or damages, or both. 984 985 986 22. LEGAL FEES, COST AND EXPENSES.Anything to the contrary herein notwithstanding, in the event of 987 any arbitration or litigation relating to this Contract, prior to or after Closing Date(§3), the arbitrator or court must 988 989 award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses. 990 991 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved,the 992 parties must first proceed in good faith to submit the matter to mediation. Mediation is a process in which the 993 994 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 995 cannot impose binding decisions.The parties to the dispute must agree, in writing, before any settlement is 996 binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such 997 998 mediation.The mediation, unless otherwise agreed,will terminate in the event the entire dispute is not resolved 999 within thirty days of the date written notice requesting mediation is delivered by one party to the other at the l000 art s last known address.This section will not alter anydate in this Contract, unless otherwise agreed. loos party g 1002 CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 12 of 15 Buyer(s)Initials _ Seller(s)Initials CTMeContracts.com- '2014 CTM Software Corp. 1003 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release 1004 the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of 1005 1006 any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the Earnest 1007 Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any proceeding 1008 between Buyer and Seller; (2)interplead all parties and deposit Earnest Money into a court of competent 1009 1010 jurisdiction, (Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees loll incurred with such action); or(3)provide notice to Buyer and Seller that unless Earnest Money Holder receives a 1012 copy of the Summons and Complaint or Claim (between Buyer and Seller)containing the case number of the 1013 1014 lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money 1015 Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy 1016 of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest Money Holder must disburse 1017 1018 the Earnest Money pursuant to the Order of the Court.The parties reaffirm the obligation of Mediation (§23).This 1019 Section will survive cancellation or termination of this Contract. 1020 1021 1022 25. TERMINATION. 1023 25.1. Right to Terminate. If a party has a right to terminate,as provided in this Contract(Right to 1024 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate(Notice to 1025 1026 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1027 Contract. If the Notice to Terminate is not received on or before the specified deadline,the party with the Right to 1028 Terminate accepts the specified matter,document or condition as satisfactory and waives the Right to Terminate 1029 1030 under such provision. 1031 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1032 hereunder will be returned and the parties are relieved of all obligations hereunder, subject to§§ 10.4,22,23 and 1033 1034 24. 1035 1036 26. ENTIRE AGREEMENT,MODIFICATION, SURVIVAL.This Contract, its exhibits and specified addenda, 1037 1038 constitute the entire agreement between the parties relating to the subject hereof, and any prior agreements 1039 pertaining thereto,whether oral or written, have been merged and integrated into this Contract. No subsequent 1040 modification of any of the terms of this Contract is valid, binding upon the parties, or enforceable unless made in 1041 1042 writing and signed by the parties.Any right or obligation in this Contract that, by its terms, exists or is intended to 1043 be performed after termination or Closing survives the same. 1044 1045 1046 27. NOTICE, DELIVERY,AND CHOICE OF LAW. 1047 27.1. Physical Delivery.All notices must be in writing,except as provided in§27.2.Any document, 1048 including a signed document or notice,from or on behalf of Seller, and delivered to Buyer is effective when 1049 1050 physically received by Buyer, any signatory on behalf of Buyer,any named individual of Buyer, any representative 1051 of Buyer,or Brokerage Firm of Broker working with Buyer(except for delivery,after Closing,of the notice 1052 requesting mediation described in §23 and except as provided in§27.2).Any document, including a signed 1053 1054 document or notice,from or on behalf of Buyer, and delivered to Seller is effective when physically received by 1055 Seller, any signatory on behalf of Seller,any named individual of Seller, any representative of Seller,or Brokerage 1056 Firm of Broker working with Seller(except for delivery, after Closing,of the notice requesting mediation described 1057 1058 in§23 and except as provided in §27.2). 1059 27.2. Electronic Delivery.As an alternative to physical delivery, any document, including a signed 1060 document or written notice, may be delivered in electronic form only by the following indicated methods: 1061 1062 ®Facsimile ®E-mail ❑Internet. If no box is checked,this§27.2 is not applicable and §27.1 governs 1063 notice and delivery. Documents with original signatures will be provided upon request of any party. 1065 27.3.Choice of Law.This Contract and all disputes arisinghereunder aregoverned byand construed in 1065 P 1066 accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a 1067 contract in Colorado for property located in Colorado. 1068 1069 1070 28. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing, by 1071 Buyer and Seller, as evidenced by their signatures below,and the offering party receives notice of such 1073 acceptancepursuant to 27 on or before Acceptance Deadline Date 3)and Acceptance Deadline Time 1073 P § P (§ P (§ 1074 3). If accepted, this document will become a contract between Seller and Buyer.A copy of this Contract may be 1075 executed by each party, separately, and when each party has executed a copy thereof, such copies taken 1077 together are deemed to be a full and complete contract between the parties. 1077 9 P 1078 1079 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1081 including, but not limited to,exercisingthe rights and obligations set forth in theprovisions of Financing 9 1082 Conditions and Obligations (§5),Title Insurance, Record Title and Off—Record Title(§8), Current 1083 Survey Review(§9)and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence, Buyer 1085 t of W and S ource aer 10). loss Disclosure (§ 1086 CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 13 of 15 Buyer(s)Initials � Seller(s)Initials CTMeContracts.com- 2014 CTM Software Corp. 1087 ADDITIONAL PROVISIONS AND ATTACHMENTS 1088 1089 1090 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado 1091 1092 Real Estate Commission.) 1093 Board of County Commissioner Approval.Notwithstanding the signature hereto by the County 1094 Manager, the obligation of Buyer to perform hereunder is expressly conditioned upon the adoption 1095 1096 by Buyer of a Pitkin County Board of County Commissioners'ordinance("BOCC Approval") 1097 authorizing Buyer's purchase of the Property pursuant to this Contract.In the event such 1098 ordinance is not duly adopted by Buyer on or before August 14, 2014 or any extension thereof as 1100 1100 the parties may, in writing, agree, either Seller or Buyer may, uPon written notice to the other, 1101 terminate this Contract. In the event such ordinance is timely adopted, Buyer shall formally ratify 1102 this Contract by the signature of the Chairman or designee of the Pitkin County Board of County 1103 1104 Commissioners. 1105 1106 31. ATTACHMENTS. 1108 31.1.The followingattachments area part of this Contract: 1108 1109 Addendum A to Contract to Buy and Sell Real Estate 1110 1112 31.2.The followingdisclosure forms are attached but are not a part of this Contract: 111z 1113 none 1114 1115 1116 SIGNATURES 1117 1118 1120 / "Wei 11 - Date: (��; .. ri't 1121 Buyer: Board f Cou Commissioners of Pitkin County 1122 1123 By:Jon Peacock, County Manager 1124 Address:530 E Main Street Aspen CO 81611 1126 1126 Phone: Fax: 1127 Electronic Address:jon.peacock@pitkincounty.com 1128 1129 1130 1131 1132 [NOTE: If this offer is being countered or rejected,do not sign this document. Refer to §321 1133 1134 1135 Date: 1136 1137 Seller: Sheri L. Singer 1138 Address:185 Lupine Drive Aspen CO 81611 1139 114o Phone: Fax: 1141 Electronic Address: 1142 1143 1144 1145 32. COUNTER; REJECTION.This offer is❑Countered ❑Rejected. 1146 Initials only of party(Buyer or Seller)who countered or rejected offer 1147 1148 1149 1150Sheri L. Singer lls1 g 115 1153 END OF CONTRACT TO BUY AND SELL REAL ESTATE 1154 1155 1156 1157 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. 1158 (To be completed by Broker working with Buyer) 1159 1160 1161 Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the 1163 1163 Contract, agrees to cooperate upon request with any mediation concluded under§23. Broker agrees that if 1164 Brokerage Firm is the Earnest Money Holder and, except as provided in§24, if the Earnest Money has not 1165 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 1167 MoneyHolder will release the Earnest Moneyas directed bythe written mutual instructions. Such release of 1167 1168 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual 1169 instructions, provided the Earnest Money check has cleared. 1170 CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 14 of 15 Buyer(s)Initials Seller(s)Initials CTMeContracts.com-©2014 CTM Software Corp. 1171 1172 Broker is working with Buyer as a ❑ Buyer's Agent ❑ Seller's Agent ® Transaction-Broker in this 1173 transaction. ❑This is a Change of Status. 1174 g 1175 Brokerage Firm's compensation or commission is to be paid by® Listing Brokerage Firm ❑Buyer❑Other n/a. Brokerage Firm's Name: Aspen Snowmass Sotheby's International Realty arliPatoncvi -t-Wir. Date: 6/27/2014 Broker's Name: Sally Shiekman-Miller Address: 415 East Hyman Avenue Aspen, CO 81611 Ph: 970-925-6060 Fax: 970-920-9993 EmarI: sally@sallyshiekman.com 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ®Does ❑ Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under§23. 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. Broker is working with the Seller as a❑ Seller's Agent ❑ Buyer's Agent ®Transaction-Broker in this transaction. ❑This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by®Seller❑ Buyer❑Other n/a. Brokerage Firm's Name: Aspen Snowmass Sotheby1s International Realty Broker's toov I -tl,`4r Name: Date: 6/27/2014 Sally Shiekman-Miller Address:415 East Hyman Avenue Aspen, CO 81611 Ph: 970-925-6060 Fax: 970-920-9993 Email: sally@sallyshiekman.com CBS1-8-13. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eContracts - ®2014 CTM Software Corp. CBSI-8-13. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 15 of 15 Buyer(s)Initials Seller(s)Initials CTMcContracts.com-02014 CTM Software Corp. Aspen $otheb 5 Aspen Snowmass Sotheby's International Realty Snowmass �..,..o., .Y.. Sally Shiekman-Miller Ph: 970-925-6060 Fax: 970-920-9993 ADDENDUM"A" TO CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) RE: Contract dated 06/27/2014 , between Sheri L. Singer ,as Seller Board of County Commissioners of Pitkin County ,as Buyer, relating to the sale and purchase of the Property known as: 1216 Vine Street Aspen CO 81611 .This Addendum("Addendum")is hereby made a part of this Contract. In the event of a conflict between this Addendum and the Contract,this Addendum prevails. 1. § 2.1. BUYER. Buyer may designate or re-designate the form of tenancy in the Closing Instructions. Failure to designate will not constitute a default and authorizes the Closing Company to utilize the selection in §2.1,or if none is selected,to indicate Tenants In Common in equal proportions. 2. § 2.5. INCLUSIONS. The deed to be delivered at Closing will be deemed to assign to Buyer all assignable warranties regarding the Property or Inclusions. 3. § 4.3. EARNEST MONEY. Earnest Money Holder is hereby authorized and instructed to place the Earnest Money into an interest-bearing account at a federally insured bank or financial institution. If the purchase and sale contemplated by this Contract closes, then all interest will be for the benefit of Buyer. If Buyer becomes entitled to a return of the Earnest Money under the provisions of this Contract, then all interest will belong and be paid to Buyer concurrently with the return of the Earnest Money. If Seller becomes entitled to retain the Earnest Money under the provisions of this Contract, then all interest will belong and be paid to Seller concurrently with the delivery of the Earnest Money. 4. §6.1. LENDER PROPERTY REQUIREMENTS. §6.1 of the Contract is hereby deleted. 5. § 7.3.ASSOCIATION DOCUMENTS TO BUYER. If the box in § 7.3.2 is checked, Seller remains obligated to cause the Association Documents to be delivered to Buyer on or before the Association Documents Deadline. 6. §8.3. OFF-RECORD TITLE. The documents to be delivered by Seller to Buyer on or before the Off-Record Title Deadline pursuant to § 8.3 include copies of any improvement location certificate(s) in Seller's possession pertaining to the Property. 7. § 8.6. RIGHT OF FIRST REFUSAL OR CONTRACT APPROVAL. If the provisions of§ 8.6 are applicable because of the existence of a right of first refusal on the Property or a right to approve this Contract, Buyer will have the right to extend the Right of First Refusal Deadline by five (5) calendar days in order to obtain expiration or waiver of the right of first refusal or approval of this Contract. To exercise such right, Buyer must deliver written notice of such extension on or before the Right of First Refusal Deadline, as initially established. If Seller does not receive Buyer's notice of extension by such date, the Right of First Refusal Deadline will not be extended. 8. 10.6. DUE DILIGENCE — DOCUMENTS. The Due Diligence Documents contemplated by § 10.6.1.2, if this Addendum is attached to a Contract to Buy and Sell Real Estate on form CBS1-8-13, or by§ 10.6.1.14 if this Addendum is attached to a Contract to Buy and Sell Real Estate on form CBS2-8-13, CBS3-8-13 or CBS4-8-13, which are to be delivered by Seller to Buyer on or before the Due Diligence Documents Delivery Deadline, include copies of any of the following, to the extent the following exist and are in Sellers possession: utility bills relating to the Property for the last 12 months; any architectural drawings, blueprints or other plans or specifications regarding any improvements on or to the Property (including but not limited to any as-built construction plans therefor); any warranties, manuals, instructional brochures or similar materials relating to the Property or Inclusions, or their use, operation or maintenance; and, if a well exists on the Property, a CREC- approved Listing Firm's Well Checklist completed by Seller, and current as of the date of the Contract. If this Contract is attached to a Contract to Buy and Sell Real Estate on form CBS1-8-13, the Due Diligence Documents to be delivered by Seller also include copies of the following, to the extent the following exist and Addendum"A"to Contract to Buy and Sell Real Estate(CBS1-8-13,CBS2-8-13,CBS3-8-13 or CBS4-8-13).This addendum has not been approved by the Colorado Real Estate Commission(CREC).It was prepared and cC2014 by Frascona,Joiner,Goodman and Greenstein,P.C.(303-494-3000)legal counsel,for the exclusive use of Aspen Snowmass Sotheby.All rights reserved. Page 1 of 4 CTMcContracts.com-02014 CTM Software Corp. are in Seller's possession: any property tax statements relating to the Property for the last 2 years; any certificate(s)of occupancy or other governmental approval(s) regarding any improvements on or to the Property; and any inspection, engineering, environmental (including but not limited to radon or mold), soil, drainage, percolation or similar reports,studies or test results relating to the Property. 9. § 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, BUYER DISCLOSURE AND SOURCE OF WATER. Buyer's right to object and/or terminate under § 10.2 and/or § 10.6.2 is not limited to Buyer's satisfaction with the physical condition of the Property and Inclusions or the Due Diligence Documents, or any other matters specified in clauses (1)through (5)of§ 10.2; rather, Buyer's right to object and/or terminate under each of§§ 10.2 and 10.6.2 includes Buyer investigating, reviewing and becoming satisfied with ANY feature of or matter relating to the Property, the Inclusions or the Due Diligence Documents and ANY other factor deemed by Buyer to be relevant to Buyer's acquisition of the Property and Inclusions, including, without limitation, the actual lot size, location and square footage of improvements, building, zoning and allowed use regulations,well (flow rate, capacity, depth, recovery rate, suitability for Buyers needs,exempt status such as household, domestic, etc.,water quality, potability, location on Property, etc.), septic(useful life of the system, capacity and suitability for size of house, pumping needs, location on Property, etc.), leach field (adequacy, location on Property, percolation, etc.), environmental (such as presence on the Property of mold, radon gas, asbestos, petroleum products, methamphetamine and/or byproducts from the production of methamphetamine— and the Buyer's right to object and terminate under this Contract provision applies, inter alia, even if methamphetamine contamination has been remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to§25-18.5-102, C.R.S.—or other hazardous substances or materials)or soils matters, the presence or absence on or about the Property of radiant heating systems (e.g. Entran II), electromagnetic fields (proximity to power lines), termites or other infestations, exterior insulation and finish systems (e.g. artificial stucco), polybutylene plumbing materials, roofing materials (e.g. Woodruf shingles), proximity to a flood plain or hazardous waste site, the presence and location on the Property of carbon monoxide alarms, the availability and quality of schools, the impact of air traffic, the dues,fees, taxes or similar charges that are or may be assessed or levied by any applicable association or taxing authority, crime statistics (such as "Megan's Law" which provides that information concerning the location of known sex offenders be available from local law enforcement), and other similar matters. The phrase, "in Buyers sole subjective discretion" is hereby amended in each place it exists in §§ 10.2, 10.5 and 10.6 to instead read, In Buyer's subjective and absolute sole discretion," and such amended standard (Buyer's subjective and absolute sole discretion) will apply not only with respect to the physical condition of the Property and Inclusions or the Due Diligence Documents, or other matters specified in clauses (1)through (5)of§ 10.2, but also, as indicated above, with respect to ANY feature of or matter relating to the Property, the Inclusions or the Due Diligence Documents and ANY other factor deemed by Buyer to be relevant to Buyer's acquisition of the Property and Inclusions. Seller must promptly disclose, as they occur, any changes in the condition of the Property or Inclusions, or changes relating to the Property, Inclusions, Due Diligence Documents or other items listed or described above of which Seller has actual knowledge. 10.§ 10. CARBON MONOXIDE ALARMS. If the Property is in Aspen or elsewhere within Pitkin County, the following applies and supplements (i) the Note in § 10.9 of the Contract, if this Addendum is attached to a Contract to Buy and Sell Real Estate on form CBS1-8-13 or form CBS2-8-13, or(ii) if the Contract includes the CREC-approved Residential Addendum on form RA33-10-12, the Note in § 2.6 of such Residential Addendum: Both the Pitkin County Code and Aspen Municipal Code include provisions which, among other things, impose a responsibility on the owner of a "residential occupancy" to install and maintain required carbon monoxide detectors in accordance with the requirements of the applicable Code, and the requirements of the Pitkin County Code or Aspen Municipal Code, as applicable, should be considered in conjunction with the state law described in the above-referenced Note. 11.§17. POSSESSION. If the Possession Date is other than the Closing Date, each party will be responsible to insure their respective real and personal property interests and to enter into a lease, or Post Closing Occupancy Agreement,with the other party for the period between the Possession Date and Closing Date. 12.§ 19.CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Seller will maintain any yard and landscaping on the Property and deliver the same in the condition existing on the date of this Contract. If a dwelling or other structure exists on the Property, Seller will deliver the Property in"Maid Clean"condition."Maid Clean"is defined as: all carpets professionally cleaned; all appliances professionally cleaned; all floors mopped and/or vacuumed; all bathroom fixtures, tubs and showers professionally cleaned; all windows professionally cleaned; and all trash and personal property removed (except Inclusions to be transferred with the Property). Buyers rights under § 19.4 include, without limitation,the right to inspect the Property and Inclusions to insure Seller's compliance with this provision. Addendum"A"to Contract to Buy and Sell Real Estate(CBS1-8-13,CBS2-8-13,CBS3-8-13 or CBS4-8-13).This addendum has not been approved by the Colorado Real Estate Commission(CREC).It was prepared and©2014 by Frascona,Joiner,Goodman and Greenstein,P.C.(303-494-3000)legal counsel,for the exclusive use of Aspen Snowmass Sotheby.All rights reserved. Page 2 of 4 CTMeContracts.com-02014 CTM Software Corp. 13.§21.TIME OF ESSENCE,DEFAULT AND REMEDIES. . If(a)performance is delayed by Buyer's lender, (b) the required loan documents concerning this transaction are not received by the Closing Date, or (c) the passage of documents by courier is not complete by the Closing Date, the applicable dates for (check all that apply) ❑ Loan Objection Deadline, ❑ Loan Transfer Approval Deadline, ❑ Appraisal Objection Deadline, ❑ Closing Date, and ❑ Possession Date will automatically be extended once for a period of two (2) business days. 14.MEASUREMENTS. . Neither Seller nor Broker working with Seller, Brokerage Firm of Broker working with Seller, or other representative warrants the square footage, area or size of the land being purchased hereunder or any improvements thereon. Any statements, representations, claims, drawings or estimates made or provided by Seller or Broker working with Seller, Brokerage Firm of Broker working with Seller, or other representative referencing the square footage, area or size of the land or any improvements thereon, whether in a marketing brochure, MLS ad or otherwise, are not being and will not be relied upon by Buyer; and Buyer agrees and represents that if the square footage, size or area of the land or any improvements thereon is a matter of concern to Buyer, then Buyer will satisfy itself in that regard through, and rely solely upon, its own investigations and measurements made prior to expiration of the Inspection Objection Deadline. 15.1031 EXCHANGE. Each party must cooperate to effectuate an I.R.C. § 1031 tax deferred exchange undertaken by the other party that involves the Property, including consenting to and acknowledging assignments of this Contract to a Qualified Intermediary, so long as such cooperation is not to the detriment of the cooperating party. 16.FEDERAL AND COLORADO WITHHOLDING. Buyer and Seller must comply with the requirements of the Foreign Investment in Real Property Tax Act (FIRPTA) and the Withholding on Transfers of Colorado Real Property law,which may entail withholding of a percentage of the sales price on non-exempt transactions. A check or X in any of the boxes numbered 17 through 21 below means that the particular paragraph is applicable and is a part of the Contract.Any paragraph below that is not so marked is not a part of the Contract. 17.®SELECTION OF TITLE INSURANCE COMPANY AND PAYMENT OF PREMIUM(S) FOR OWNER TITLE INSURANCE. Buyer hereby selects[check one box and complete as needed]❑Earnest Money Holder Land Title Guarantee Company , as the title insurance company who will issue the Title Commitment and owner's title insurance policy and conduct the Closing, at the hour and place designated by such title insurance company. Seller, not Buyer,will pay the expense for such Title Commitment and owner's title insurance policy. 18. ❑ADDITIONAL EARNEST MONEY. Buyer must deposit the sum of$ with Earnest Money Holder on or before the first business day following the[check one box] ❑Loan Objection Deadline ❑ Inspection Resolution Deadline, as Earnest Money in addition to the amount of Earnest Money specified in the§4.1 chart.The amount of"Cash at Closing"specified in said §4.1 chart will be reduced by the amount of additional Earnest Money so paid. 19. ❑ LOAN OBJECTION.The New Loan will (a)be in the amount specified in the§4.1 chart, (b)have an initial interest rate of_% per annum,and (c)have a term of no less than 30 years. Notwithstanding any contrary provision of the Contract, Buyer may terminate this Contract pursuant to§§5.2 and 25.1 only if(d) Buyer timely applies for, pays required costs and uses reasonable efforts in good faith to obtain the New Loan contemplated by this paragraph, (e)Buyer is unable to obtain a commitment for such New Loan on or before the Loan Objection Deadline, and (f)Seller receives written Notice to Terminate under§§5.2 and 25.1 no later than the Loan Objection Deadline. If Buyer exercises such Right to Terminate under§§5.2 and 25.1, Buyer must cooperate to allow Seller to verify that(g) Buyer satisfied Buyer's obligations regarding the application and pursuit of the New Loan, and(h)Buyer was unable to obtain a commitment for such New Loan by the Loan Objection Deadline. 20.❑ LOAN COMMITMENT NECESSARY. Buyer must obtain a written loan commitment for each new loan contemplated by§4.1 or§4.5, and deliver a copy thereof to Seller on or before the Loan Objection Deadline. If Buyer fails to deliver a copy of such a written loan commitment or commitments to Seller on or before the Loan Objection Deadline,this Contract will terminate on the expiration of the Loan Objection Deadline. Addendum"A"to Contract to Buy and Sell Real Estate(CBS1-8-13,CBS2-8-I3,CBS3-8-13 or CBS4-8-13).This addendum has not been approved by the Colorado Real Estate Commission(CREC).It was prepared and c 2014 by Frascona,Joiner,Goodman and Greenstein,P.C.(303-494-3000)legal counsel,for the exclusive use of Aspen Snowmass Sotheby.All rights reserved. Page 3 of 4 CTMeContracts.com-C2014 CTM Software Corp. • 21.181 EARNEST MONEY DISPUTE.The reference to 120 days contained in §24 of the Contract is hereby changed to 45 days. Date: Buyer: Board of County Commissioners of Pitkin County By:Jon Peacock, County Manager Buyer: Date: Date: Seller: Sheri L. Singer Seller: Date: CTM eContracts - ®2014 CTM Software Corp. Addendum"A"to Contract to Buy and Sell Real Estate(CBS1-8-13,CBS2-8-13,CBS3-8-13 or CBS4-8-13).This addendum has not been approved by the Colorado Real Estate Commission(CREC).It was prepared and©2014 by Frascona,Joiner,Goodman and Greenstein,P.C.(303-494-3000)legal counsel,for the exclusive use of Aspen Snowmass Sotheby.All rights reserved. Page 4 of 4 CTMeContracts.com-02014 CTM Software Corp.