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2019-24 Purchase of lot 5 Bighorn Second Edition, 3785 Lupine Drive
RESOLUTION NO. 24 SERIES OF 2019 A RESOLUTION APPROVING THE PURCHASE OF LOT 5, BIGHORN 2ND EDITION, KNOWN AS 3785 LUPINE DRIVE, LOT 5, VAIL COLORADO 81657 WHEREAS, the Chloe Held Moran Revocable Trust("Seller") owns the real property more particularly described and depicted in the Contract to Buy and Sell Estate, attached hereto as Exhibit A and incorporated herein by this reference (the "Property"); WHEREAS, the Town, in partnership with Eagle County, wishes to purchase the Property subject to the terms of the Contract to Buy and Sell Real Estate (the "Contract"); WHEREAS, the Town's purchase of the Property is for the express purpose of maintaining the Property as open space and for the protection and enhancement of the Gore Creek riparian area, and not for the construction of public parks, dog parks, or trails; and WHEREAS, the purchase price of $600,000 will be split between the Town and Eagle County with each party paying $300,000. NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail, Colorado: Section 1. The Town Council hereby approves the Contract and authorizes the Town Manager to execute the Contract on behalf of the Town in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPT D this 21s ay of May 2019. _Att OP le af /%076,:**III 4e Cha:' , ATTEST: i vIt ff)cg, Tammy 1-gel, Town CI=k4 �Q�--� +' +► pORATep Resolution No.24,Series of 2019 1 Slifer smith 2 „ y 410 Slifer Smith & Frampton Real Estate 44 Steve & Hillary McSpadden ID5 Ph: (970)476-2421 Fax: (866)390-8498 6 7 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate 8 Commission.(CBS4-6-18) (Mandatory 1-19) 9 10 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL it 12 AND TAX OR OTHER COUNSEL BEFORE SIGNING. 13 14 CONTRACT TO BUY AND SELL REAL ESTATE 15 16 (LAND) 17 (®Property with No Residences) 18 (❑ Property with Residences-Residential Addendum Attached) 19 20 21 Date: 5/21/2019 22 23 24 AGREEMENT 25 26 27 1. AGREEMENT. Buyer agrees to buyand Seller agrees to sell the Property described below on the z8 Y 9 9 P Y 29 terms and conditions set forth in this contract(Contract). 30 31 32 2. PARTIES AND PROPERTY. 33 2.1. Buyer. Buyer, Town of Vail(Buyer)will take title to the Property described below as 34 ❑ Joint Tenants ❑Tenants In Common ❑Other . 35 36 2.2. No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in 37 Additional Provisions. 38 39 2.3. Seller. Chloe Held Moran Revocable Trust(Seller) is the current owner of the Property 40 described below. 41 2.4. Property.The Property is the following legally described real estate in the County of 42 43 Eag le, Colorado: 44 Subdivision: Bighorn 2nd Addition Lot: 5 45 known as No. 3785 Lupine Drive, Lot 5 Vail, CO 81657, 46 47 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 48 thereto and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded 49 (Property). 50 51 52 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 53 2.5.1. Inclusions.The following items, whether fixtures or personal property, are included in the 54 Purchase Price unless excluded under Exclusions: 55 56 If any additional items are attached to the Property after the date of this Contract, such additional items are 57 also included in the Purchase Price. 58 2.5.2. Personal Property Conveyance.Any personal property must be conveyed at Closing 60 by Seller free and clear of all taxes(except personal property taxes for the year of Closing), liens and 61 encumbrances, except . 62 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 63 64 2.6. Exclusions.The following items are excluded (Exclusions): 65 66 2.7. Water Rights,Well Rights,Water and Sewer Taps. 67 68 ❑ 2.7.1. Deeded Water Rights.The following legally described water rights: 69 70 caw CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 1 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 71 Any deeded water rights will be conveyed by a good and sufficient deed at Closing. 72 ❑ 2.7.2. Other Rights Relating to Water.The following rights relating to water not included in 73 74 §§2.7.1, 2.7.3, 2.7.4 and 2.7.5,will be transferred to Buyer at Closing: 75 ❑ 2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. 76 Buyer understands that if the well to be transferred is a"Small Capacity Well"or a "Domestic Exempt Water 77 78 Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in 79 Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water 80 Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing 81 82 well form for the well and pay the cost of registration. If no person will be providing a closing service in 83 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The 84 Well Permit#is . 85 86 ❑ 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing 87 are as follows: 88 2.7.5. Water and Sewer Taps.The parties agree that water and sewer taps listed below for 89 90 the Property are being conveyed as part of the Purchase Price as follows: 91 If any water or sewer taps are included in the sale, Buyer is advised to obtain,from the provider, 92 written confirmation of the amount remaining to be paid, if any,time and other restrictions for transfer 93 94 and use of the taps. 95 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2 (Other 96 Rights Relating to Water), §2.7.3 (Well Rights), §2.7.4 (Water Stock Certificates), or§2.7.5(Water and Sewer 97 98 Taps), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 99 2.8. Growing Crops.With respect to growing crops, Seller and Buyer agree as follows: 100 101 102 3. DATES, DEADLINES AND APPLICABILITY. 103 104 Item No. Reference Event Date or Deadline 105 1067 1 §4.3 Alternative Earnest Money Deadline 3 Business Days 1 107 from MEC 108 109 Title 110 2 §8.1, 8.4 Record Title Deadline 5/28/2019 Tuesday 111 112 3 §8.2, 8.4 Record Title Objection Deadline 5/30/2019 Thursday 113 4 §8.3 Off-Record Title Deadline 5/28/2019 Tuesday 114 115 5 §8.3 Off-Record Title Objection Deadline 5/30/2019 Thursday 116 6 §8.5 Title Resolution Deadline 6/4/2019 Tuesday 117 7 §8.6 Right of First Refusal Deadline 118 119 Owners'Association 120 8 —. §7.2 Association Documents Deadline 121 — 122 9 §7.4 Association Documents Termination Deadline 123 Seller's Disclosures 124 . 125 10 §10.1 Seller's Property Disclosure Deadline 126 Lead-Based Paint Disclosure Deadline (if 127 11 §10.10 Residential Addendum attached) 128 129 Loan and Credit 130 12 §5.1 New Loan Application Deadline 131 132 13 §5.2 New Loan Termination Deadline 133 14 §5.3 Buyer's Credit Information Deadline 134 135 Disapproval of Buyer's Credit Information 136 15 5.3 Deadline 137 16 §5.4 Existing Loan Deadline 138 139 17 §5.4 Existing Loan Termination Deadline 140 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 2 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 141 18 §5.4 Loan Transfer Approval Deadline 142 143 19 §4.7 Seller or Private Financing Deadline 144 Appraisal 146 20 §6.2 Appraisal Deadline 6/14/2019 Friday 147 21 §6.2 Appraisal Objection Deadline 6/18/2019 Tuesday 148 22 §6.2 Appraisal Resolution Deadline 6/20/2019 Thursday 149 150 Survey 151 23 §9.1 New ILC or New Survey Deadline 6/14/2019 Friday 152 153 24 §9.3 New ILC or New Survey Objection Deadline 6/18/2019 Tuesday 154 25 §9.3 New ILC or New Survey Resolution Deadline 6/20/2019 Thursday 155 156 Inspection and Due Diligence 157 _ 26 §10.3 Inspection Objection Deadline 158 159 27 §10.3 Inspection Termination Deadline 160 28 §10.3 Inspection Resolution Deadline • 161 162 29 §10.5 Property Insurance Termination Deadline 163 30 §10.6 Due Diligence Documents Delivery Deadline 164 31 §10.6 Due Diligence Documents Objection Deadline 165 166 32 §10.6 Due Diligence Documents Resolution Deadline 167 Environmental Inspection Termination 168 33 §10.6 169 Deadline 170 34 §10.6 ADA Evaluation Termination Deadline 171 35 §10.7 Conditional Sale Deadline 172 173 Lead-Based Paint Termination Deadline(if 174 36 §10.10 Residential Addendum attached) 175 37 § 11.1,11.2 Estoppel Statements Deadline 176 177 38 §11.3 Estoppel Statements Termination Deadline fra 178 Closing and Possession 179 180 39 §12.3 Closing Date 6/28/2019 Friday 181 40 §17 Possession Date 6/28/2019 Friday 182 Upon Delivery of 183 41 §17 Possession Time 184 Deed 185 42 §28 Acceptance Deadline Date 5/22/2019 Wednesday 186 187 43 §28 Acceptance Deadline Time By 11:59pm MST 188 44 189 190 45 191 192 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision 193 applies. If any deadline blank in §3.1 (Dates and Deadlines) is left blank or completed with the abbreviation 194 195 "N/A", or the word"Deleted," such deadline is not applicable and the corresponding provision containing the 196 deadline is deleted. If no box is checked in a provision that contains a selection of"None", such provision 197 means that"None"applies. 198 199 200 The abbreviation "MEC" (mutual execution of this Contract)means the date upon which both parties have 201 signed this Contract. 202 203 204 4. PURCHASE PRICE AND TERMS. 205 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 206 follows: 207 208 209 210 cilw CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 3 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 211 212 Item No. Reference Item Amount Amount 213 214 1 § 4.1 Purchase Price $600,000.00 215 2 § 4.3 Earnest Money $30,000.00 .411 216 217 3 § 4.5 New Loan 218 219 4 § 4.6 Assumption Balance 220 5 § 4.7 Private Financing 221 222 6 § 4.7 Seller Financing 223 7 224 225 8 226 9 § 4.4 Cash at Closing $570,000.00 227 228 10 TOTAL $600,000.00 $600,000.00 229 230 231 4.2. Seller Concession.At Closing, Seller will credit to Buyer$ (Seller Concession). The Seller 232 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by 233 the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of 34 allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, 235 236 loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or 237 expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in 238 this Contract. 239 240 4.3. Earnest Money.The Earnest Money set forth in this section, in the form of a wired funds, 241 will be payable to and held by Land Title Guarantee Company, Vail, CO(Earnest Money Holder), in its 242 trust account, on behalf of both Seller and Buyer. The Earnest Moneydeposit must be tendered, byBuyer,with 243 Y P Y 244 this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. 245 The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing 246 Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on 247 248 Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to 249 Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money 250 deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 251 252 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest 253 Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money 254 Deadline. 255 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely Y 9 257 terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is 258 terminated as set forth in §25 and, except as provided in §24(Earnest Money Dispute), if the Earnest Money 259 has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to 260 261 Buyer or Broker working with Buyer, written mutual instructions(e.g., Earnest Money Release form),within 262 three days of Seller's receipt of such form. 263 4.4. Form of Funds; Time of Payment; Available Funds. 264 265 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan 266 proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, 267 including electronic transfer funds, certified check, savings and loan teller's check and cashier's check(Good 269 269 Funds). 270 4.4.2. Time of Payment;Available Funds.All funds, including the Purchase Price to be 271 paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow 272 disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer 273 274 represents that Buyer, as of the date of this Contract, ❑ Does®Does Not have funds that are immediately 275 verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 276 4.5. New Loan. (Omitted as inapplicable) 277 278 279 4.6. Assumption. (Omitted as inapplicable) 280 CBS4-6-l8. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 4 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 281 282 4.7. Seller or Private Financing. (Omitted as inapplicable) 283 284 ED 285 TRANSACTION PROVISIONS 286 287 288 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 289 290 291 5.3. Credit Information and Buyer's New Senior Loan. (Omitted as inapplicable) 292 293 294 5.4. Existing Loan Review. (Omitted as inapplicable) 295 296 6. APPRAISAL PROVISIONS. 297 298 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified 299 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 300 Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 301 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 302 303 6.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective 304 loan type set forth in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 305 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value 306 307 is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 308 Buyer may, on or before Appraisal Objection Deadline, notwithstanding § 8.3 or§ 13: 309 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this 311 311 Contract is terminated; or 312 6.2.1.2.Appraisal Objection. Deliver to Seller a written objection accompanied by 313 either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 314 Purchase Price (Lender Verification). 315 316 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or 317 before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 318 thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 319 320 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, 321 i.e., on or before expiration of Appraisal Resolution Deadline. 322 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 324 324 removals or repairs, including any specified in the Appraisal (Lender Requirements)to be made to the Property Y 325 (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract 326 terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless 327 prior to termination: (1)the parties enter into a written agreement to satisfy the Lender Requirements; (2)the 328 329 Lender Requirements have been completed; or(3)the satisfaction of the Lender Requirements is waived in 330 writing by Buyer. 331 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 332 333 timely paid by El Buyer ❑Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, 334 appraisal management company, lender's agent or all three. 335 336 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common 337 338 Interest Community and subject to the declaration (Association). 339 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 340 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 341 342 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 343 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 344 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS 345 346 WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN 347 OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE 348 ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL 349 IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE 350 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 5 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 351 COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN 352 ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND 353 354 THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON 355 INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE 356 35ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY 358 AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 359 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 360 Documents(defined below), at Seller's expense, on or before Association Documents Deadline. Seller 361 authorizes the Association to provide the Association Documents to Buyer,at Seller's expense.Seller's 362 363 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, 364 regardless of who provides such documents. 365 7.3. Association Documents.Association documents (Association Documents)consist of the 366 367 following: 368 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of 369 organization, operating agreements, rules and regulations, party wall agreements and the Association's 371 371 responsible governance policies adopted under§38-33.3-209.5, C.R.S.; 372 7.3.2. Minutes of: (1)the annual owners'or members' meeting and (2)any executive 373 boards'or managers' meetings; such minutes include those provided under the most current annual disclosure 374 375 required under§ 38-33.3-209.4, C.R.S. (Annual Disclosure)and minutes of meetings, if any, subsequent to the 376 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist,then the most recent 377 minutes, if any(§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 378 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 379 380 Disclosure, including, but not limited to, property, general liability, association director and officer professional 381 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 382 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 383 384 7.3.4. A list by unit type of the Association's assessments, including both regular and 385 special assessments as disclosed in the Association's last Annual Disclosure; 386 7.3.5. The Association's most recent financial documents which consist of: (1)the 387 Association's operating budget for the current fiscal year, (2)the Association's most recent annual financial 388 389 statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's 390 last Annual Disclosure, (3)the results of the Association's most recent available financial audit or review, (4)list 391 of the fees and charges (regardless of name of title of such fees or charges)that the Association's community 392 393 association manager or Association will charge in connection with the Closing including, but not limited to, any 394 fee incident to the issuance of the Association's statement of assessments(Status Letter), any rush or update 395 fee charged for the Status Letter, any record change fee or ownership record transfer fees(Record Change 397 Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves or working 398 capital due at Closing and (6) reserve study, if any(§§ 7.3.4 and 7.3.5, collectively, Financial Documents); 399 7.3.6. Any written notice from the Association to Seller of a "construction defect action" 4001 under 38-33.3-303.5, C.R.S.within thepast six months and the result of whether the Association 401 § approved or 402 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation 403 to disclose adverse material facts as required under§ 10.2 (Disclosure of Adverse Material Facts; Subsequent 404 Disclosure; Present Condition)including any problems or defects in the common elements or limited common 405 406 elements of the Association property. 407 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 408 Buyer has the Right to Terminate under§25.1, on or before Association Documents Termination Deadline, 409 410 based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective 411 discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, 412 at Buyer's option, has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller on 413 or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the 414 415 Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller 416 after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does 417 not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association 418 419 Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the 420 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 6 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 421 provisions of§ 8.6 (Right of First Refusal or Contract Approval). 422 423 424 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 425 8.1. Evidence of Record Title. 426 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 428 title insurance company to furnish the owner's title insurance policyat Seller's expense. On or before Record 428 P Y P 429 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy(Title 430 Commitment), in an amount equal to the Purchase Price, or if this box is checked, El an Abstract of Title 431 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 432 433 soon as practicable at or after Closing. 434 0 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 435 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 436 437 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy(Title 438 Commitment), in an amount equal to the Purchase Price. 439 If neither box in § 8.1.1 or§ 8.1.2 is checked, §8.1.1 applies. 440 441 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment®Will ❑Will Not 442 contain Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete 443 or insure over the standard exceptions which relate to: (1)parties in possession, (2) unrecorded easements, 444 (3)surveymatters, (4) unrecorded mechanics' liens, (5)gapperiod 445 (period between the effective date and time 446 of commitment to the date and time the deed is recorded)and (6) unpaid taxes, assessments and unredeemed 447 tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by ❑Buyer 448 ®Seller ❑ One-Half by Buyer and One-Half by Seller El Other . 449 450 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or 451 delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require 452 a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 453 454 Commitment is not satisfactory to Buyer, Buyer has a right to object under§ 8.5 (Right to Object to Title, 455 Resolution). 456 8.1.4. Title Documents.Title Documents consist of the following: (1)copies of any plats, 458 declarations, covenants, conditions and restrictions burdeningthe Property and (2)copies of anyother 458 P Y P� 459 documents(or, if illegible, summaries of such documents)listed in the schedule of exceptions (Exceptions)in 460 the Title Commitment furnished to Buyer(collectively, Title Documents). 461 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 462 463 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 464 the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the 465 documents required in this Section will be at the expense of the party or parties obligated to pay for the 466 467 owner's title insurance policy. 468 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 469 covering all or any portion of the Property(Abstract of Title) in Seller's possession on or before Record Title 471 471 Deadline. 472 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title 473 Commitment and any of the Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution)on or ala before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or 475 476 content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title 477 condition, in Buyer's sole subjective discretion. If the Abstract of Title,Title Commitment or Title Documents are 478 not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 479 480 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 481 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 482 documents by Buyer to review and object to: (1)any required Title Document not timely received by Buyer, (2) 483 anychange to the Abstract of Title,Title Commitment or Title Documents, or(3)anyendorsement to the Title 484 485 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this§ 8.2 486 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5(Right to Object to 487 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required 488 489 by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title 490 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 7 of21 Initials CTMeContracts.com-©2019 CTM Software Corp. 491 Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the 492 Abstract of Title,Title Commitment and Title Documents as satisfactory. 493 494 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true 495 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 496 easements, liens (including,without limitation, governmental improvements approved, but not yet installed)or 497 498 other title matters(including,without limitation, rights of first refusal and options)not shown by public records, 499 of which Seller has actual knowledge(Off-Record Matters). This Section excludes any New ILC or New 500 Survey governed under§9(New ILC, New Survey). Buyer has the right to inspect the Property to investigate 501 if anythird partyhas anyright in the Property not shown bypublic records(e.g., unrecorded easement, 502 9 P Y 503 boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any 504 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding §8.2 505 (Record Title)and § 13(Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on 506 507 or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the 508 Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review 509 and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 510 pursuant to this 8.3 Title), anytitle objection byBuyer isgoverned bytheprovisions set forth in 511 § (Off-Record 1 Y § 512 8.5(Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title 513 Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters 514 and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 515 516 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 517 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 518 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 519 520 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF 521 SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO 522 DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS 523 524 SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY 525 CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE 526 PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY 527 COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 528 529 A tax certificate from the respective county treasurer listing any special taxing districts that effect the 530 Property(Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is 531 located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective 532 533 discretion, Buyer may object, on or before Record Title Objection Deadline. If the Tax Certificate shows that 534 the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, 535 Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 536 537 inclusion in a special taxing district as unsatisfactory to Buyer. 538 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective 539 discretion,to any title matters includes those matters set forth in §8.2 (Record Title), §8.3 (Off-Record Title), § 540 8.4(Special Taxing District)and § 13 (Transfer of Title). If Buyer objects to any title matter, on or before the 541 542 applicable deadline, Buyer has the following options: 543 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any 544 title matter(Notice of Title Objection)on or before the applicable deadline and if Buyer and Seller have not 545 546 agreed to a written settlement thereof on or before Title Resolution Deadline,this Contract will terminate on 547 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 548 Notice of Title Objection(i.e., Buyer's written notice to waive objection to such items and waives the Right to 550 expiration reason), on or before Terminate for that ex iration of Title Resolution Deadline. If either the Record Title 551 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to§8.2 (Record Title), §8.3 552 (Off-Record Title)or§8.4(Special Taxing Districts),the Title Resolution Deadline also will be automatically 553 554 extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 555 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under 556 §25.1, on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 557 subjective discretion. 558 559 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property 560 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 8 of 21 44011) Initials CTMeContracts.com-©2019 CTM Software Corp. 561 or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and 562 conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to 563 564 approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or 565 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 566 notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 568 568 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 569 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 570 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the 571 title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, 572 573 set-back requirements, area, zoning, building code violations, unrecorded easements and claims of 574 easements, leases and other unrecorded agreements, water on or under the Property, and various laws and 575 governmental regulations concerning land use, development and environmental matters. 576 577 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 578 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 579 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 580 581 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, 582 OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 583 PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE 584 PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 585 586 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE 587 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 588 AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 589 590 COUNTY CLERK AND RECORDER. 591 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 592 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, 593 594 WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, 595 PRODUCING WELLS, REWORKING OF CURRENT WELLS, AND GAS GATHERING AND PROCESSING 596 FACILITIES. 597 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL ID 598 599 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 600 INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE 601 COLORADO OIL AND GAS CONSERVATION COMMISSION. 602 603 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 604 excepted, excluded from, or not covered by the owner's title insurance policy. 605 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such 607 607 matters as there are strict time limits provided in this Contract (e.g., Record Title Objection Deadline and 608 Off-Record Title Objection Deadline). 609 610 611 9. NEW ILC, NEW SURVEY. 612 9.1. New ILC or New Survey. If the box is checked, a: 1) LI New Improvement Location Certificate 613 (New ILC); or, 2)©New Survey in the form of Improvement Survey Plat; is required and the following will 614 615 apply: 616 9.1.1. Ordering of New ILC or New Survey. ❑Seller ®Buyer will order the New ILC or New 617 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, 618 certified and updated as of a date after the date of this Contract. 619 620 9.1.2. Payment for New ILC or New Survey.The cost of the New ILC or New Survey will be 621 paid, on or before Closing, by: ❑Seller nBuyer or 622 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment(or 623 624 the provider of the opinion of title if an Abstract of Title) and will receive a New ILC or New Survey on or before 625 New ILC or New Survey Deadline. 626 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by 627 628 the surveyor to all those who are to receive the New ILC or New Survey. 629 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a Lor 630 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 9 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 631 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or 632 change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, 633 634 waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 635 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or 636 New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in 637 Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline,638 639 notwithstanding §8.3 or§ 13: 640 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to §25.1, that this Contract is 641 terminated; or 642 643 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that 644 was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires 645 Seller to correct. 646 647 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 648 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed 649 in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will 650 terminate on expiration of the New ILC or New SurveyResolution Deadline, unless Seller receives Buyer's 651 P Y 652 written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before 653 expiration of New ILC or New Survey Resolution Deadline. 654 655 656 DISCLOSURE, INSPECTION AND DUE DILIGENCE 657 658 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE,AND 659 660 SOURCE OF WATER. 661 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 662 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 663 664 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of 665 this Contract. 666 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 667 668 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 669 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 670 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 671 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 672 673 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges 674 that Seller is conveying the Property to Buyer in an "As Is"condition, "Where Is"and"With All Faults." 675 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 676 677 to have inspections (by one or more third parties, personally or both)of the Property and Inclusions 678 (Inspection), at Buyer's expense. If(1)the physical condition of the Property, including, but not limited to, the 679 roof,walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of 680 681 the Property, (2)the physical condition of the Inclusions, (3)service to the Property(including utilities and 682 communication services), systems and components of the Property(e.g., heating and plumbing), (4)any 683 proposed or existing transportation project, road, street or highway, or(5)any other activity, odor or noise 684 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is 685 686 unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 687 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 688 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 689 690 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, 691 pursuant to§25.1, that this Contract is terminated due to any unsatisfactory condition. Inspection 692 Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified in § 693 694 3.1 for Inspection Termination Deadline. 695 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 696 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 698 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 699 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i.e., on or 700 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page ]0 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 701 before expiration of Inspection Resolution Deadline. 702 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 703 704 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 1111) 705 engineering reports, or other reports performed at Buyer's request(Work)and must pay for any damage that 706 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 708 708 kind against the Property for Work performed on the Property. Buyer agrees to indemnifY. protect and hold 709 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 710 such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 711 Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 712 713 Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 714 termination of this Contract. This§ 10.4 does not apply to items performed pursuant to an Inspection 715 Resolution. 716 717 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of 718 and premium for property insurance (Property Insurance). Buyer has the Right to Terminate under§25.1, on or 719 before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property 720 721 Insurance, in Buyer's sole subjective discretion. 722 10.6. Due Diligence. 723 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver 724 copies of the following documents and information pertaining to the Property(Due Diligence Documents)to 725 726 Buyer on or before Due Diligence Documents Delivery Deadline: 727 ❑ 10.6.1.1. All contracts relating to the operation, maintenance and management of the 728 Property; 730 El 10.6.1.2. Propertytax bills for the last years; 730 731 ❑ 10.6.1.3. As-built construction plans to the Property and the tenant improvements, 732 including architectural, electrical, mechanical, and structural systems, engineering reports, and permanent 733 734 Certificates of Occupancy, to the extent now available; 735 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 736 ❑ 10.6.1.5. Operating statements for the past years; 737 738 El 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 739 CI 10.6.1.6. All current leases, including any amendments or other occupancy 740 agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the 742 Property that survive Closingare as follows (Leases): P Y ( ): 743 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete 744 but has not yet been completed and capital improvement work either scheduled or in process on the date of 746 746 this Contract; 747 ❑ 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims 748 which have been made for the past years; 749 750 ❑ 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the 751 Property(if not delivered earlier under§8.3); 752 El 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II 753 environmental reports, letters, test results, advisories and similar documents respective to the existence or 754 755 nonexistence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances, and/or 756 underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seller, Seller 757 warrants that no such reports are in Seller's possession or known to Seller; 758 759 ❑ 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning 760 the compliance of the Property with said Act; 761 ❑ 10.6.1.13. All permits, licenses and other building or use authorizations issued by any 762 governmental authoritywithjurisdiction over the Property and written notice of anyviolation of anysuch 763 P Y 764 permits, licenses or use authorizations, if any; and 765 ❑ 10.6.1.14. Other documents and information: 766 767 768 769 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 770 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 11 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 771 object to Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are 772 unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 773 774 Objection Deadline: 775 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to§25.1,that this 776 Contract is terminated; or 778 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description 779 of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 780 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents 781 Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and 782 783 Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 784 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 785 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e., on 786 787 or before expiration of Due Diligence Documents Resolution Deadline. 788 10.6.3. Zoning. Buyer has the Right to Terminate under§25.1, on or before Due Diligence 789 Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any 790 791 governmental agency with jurisdiction over the Property, in Buyer's sole subjective discretion. 792 10.6.4. Due Diligence—Environmental,ADA. Buyer has the right to obtain environmental 793 inspections of the Property including Phase I and Phase II Environmental Site Assessments, as applicable. El 794 Seller DBuyer will order or provide ❑ Phase I Environmental Site Assessment, ❑ Phase ll 795 796 Environmental Site Assessment(compliant with most current version of the applicable ASTM E1527 797 standard practices for Environmental Site Assessments)and/or❑ , at the expense of❑Seller DBuyer 798 (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an evaluation whether 799 800 the Property complies with the Americans with Disabilities Act(ADA Evaluation). All such inspections and 801 evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's 802 and any Seller's tenants' business uses of the Property, if any. 803 804 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site 805 Assessment,the Environmental Inspection Termination Deadline will be extended by days(Extended 806 Environmental Inspection Termination Deadline)and if such Extended Environmental Inspection Termination 807 808 Deadline extends beyond the Closing Date,the Closing Date will be extended a like period of time. In such 809 event, ❑Seller DBuyer must pay the cost for such Phase II Environmental Site Assessment. 810 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this§ 812 10.6.4, Buyer has the Right to Terminate under 25.1, on or before Environmental Inspection Termination 812 Y 9 § P 813 Deadline, or if applicable, the Extended Environmental Inspection Termination Deadline, based on any 814 unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. 815 Buyer has the Right to Terminate under§25.1, on or before ADA Evaluation Termination Deadline, 816 817 based on any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 818 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of 819 that certain property owned by Buyer and commonly known as . Buyer has the Right to Terminate under§25.1 820 821 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if such 822 property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not 823 receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to 824 825 Terminate under this provision. 826 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). 827 Buyer ❑Does ®Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of 828 829 Water Addendum disclosing the source of potable water for the Property. ®There is No Well. Buyer❑Does 830 ❑Does Not acknowledge receipt of a copy of the current well permit. 831 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 832 833 GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED 834 SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 835 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of 836 the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions or 837 838 rent abatements except as disclosed in the Lease or other writing received by Buyer. Seller will not amend, 839 alter, modify, extend or cancel any of the Leases nor will Seller enter into any new leases affecting the Property 840 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 12 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 841 without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed. 842 843 844 11. ESTOPPEL STATEMENTS. 845 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel 846 Statements. Seller must request from all tenants of the Property and if received by Seller, deliver to Buyer on 848 or before Estoppel Statements Deadline, statements in a form and substance 848 pp reasonablyacceptable table to P 849 Buyer,from each occupant or tenant at the Property(Estoppel Statement)attached to a copy of the Lease 850 stating: 851 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 852 853 11.1.2. That said Lease is in full force and effect and that there have been no subsequent 854 modifications or amendments; 855 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to 856 857 Seller; 858 11.1.4. The amount of monthly(or other applicable period) rental paid to Seller; 859 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 861 PP 861 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and 862 complete copy of the Lease demising the premises it describes. 863 11.2. Seller Estoppel Statements. In the event Seller does not receive from all tenants of the 864 Property a completed signed Estoppel Statement, Seller agrees to complete and execute an Estoppel 865 866 Statement setting forth the information and documents required §11.1 above and deliver the same to Buyer on 867 or before Estoppel Statements Deadline. 868 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under§25.1, on or 869 870 before Estoppel Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in 871 Buyer's sole subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Estoppel 872 Statements Deadline. Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. 873 874 875 CLOSING PROVISIONS 876 877 878 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 879 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing 880 Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and 881 882 Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's 883 lender is required to provide the Closing Company, in a timely manner, all required loan documents and 884 financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and 885 886 documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller 887 will sign and complete all customary or reasonably-required documents at or before Closing. 888 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ®Are ❑Are 889 Not executed with this Contract. 890 891 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 892 date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing 893 will be as designated by the title company. 894 895 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of 896 service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 897 companies). 898 899 900 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 901 including the tender of any payment due at Closing, Seller, provided another deed is not selected, must 902 903 execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. However, if the box is 904 checked, the parties agree to use the corresponding deed instead: 905 0 general warranty deed ❑ bargain and sale deed 0 quit claim deed ❑personal representative's deed 906 ❑ deed. 907 908 909 910 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 13 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 911 13.1. Special Warranty Deed and General Warranty Deed Exceptions. If title will be conveyed 912 using a special warranty deed or a general warranty deed, title will be conveyed subject to: 913 914 13.1.1. General taxes for the year of Closing, 915 13.1.2. Distribution utility easements (including cable TV), 916 13.1.3. Those specifically described rights of third parties not shown by the public records 917 of which Buyer has actual knowledge and which were accepted byBuyer in accordance with with 8.3 918 Y 9 P Y § 919 (Off-Record Title) and § 9 (New ILC or New Survey), 920 13.1.4. Inclusion of the Property within any special taxing district, 921 13.1.5. Any special assessment if the improvements were not installed as of the date of 922 923 Buyer's signature hereon, whether assessed prior to or after Closing and 924 13.1.6. Other . 925 13.2. Special Warranty Deed. In addition to the requirements of§ 13.1, if title will be conveyed by 926 927 a special warranty deed, Seller will warrant title against all persons claiming by, through or under Seller subject 928 to those specific recorded exceptions, if any, created during Seller's ownership of the Property and described 929 by reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer 930 931 in accordance with § 8.2 (Record Title) and described in the deed by reference to the specific recording 932 information for each recorded document. 933 13.3. General Warranty Deed. In addition to the requirements of§ 13.1, if title will be conveyed by 934 935 a general warranty deed, Seller will warrant the title subject to those specific recorded exceptions described by 936 reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer in 937 accordance with § 8.2 (Record Title) and described in the deed by reference to the specific recording 938 information for each recorded document. 939 940 941 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 942 owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental 943 944 liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not 945 and previous years' taxes,will be paid at or before Closing by Seller from the proceeds of this transaction or 946 from any other source. 947 948 949 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 950 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs 951 and all other items required to be paid at Closing, except as otherwise provided herein. 952 953 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 954 ❑ Buyer ❑ Seller 0 One-Half by Buyer and One-Half by Seller 955 ❑ Other 956 957 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, 958 Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter. Any fees incident 959 to the issuance of Association's Status Letter must be paid by 0None ❑Buyer ❑Seller ❑One-Half by 960 961 Buyer and One-Half by Seller. Any Record Change Fee must be paid by ❑ None ❑ Buyer ❑ Seller 962 ❑ One-Half by Buyer and One-Half by Seller . 963 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of % of the Purchase Price must 964 965 be paid at Closing by 0 None ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller. 966 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, 967 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 968 969 Closing by©None ❑Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller. The Private Transfer 970 fee, whether one or more, is for the following association(s): in the total amount of na% of the Purchase Price 971 or$. 972 973 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of 974 this Contract, do not exceed $ for: 975 ❑ Water Stock/Certificates ❑Water District 976 977 ❑Augmentation Membership El Small Domestic Water Company Eland must be paid at Closing by 978 None ❑Buyer ElSeller ❑One-Half by Buyer and One-Half by Seller 979 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction 980 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 14 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 981 must be paid when due by®None ❑Buyer❑Seller❑ One-Half by Buyer and One-Half by Seller. 982 15.8. FIRPTA and Colorado Withholding. 983 984 15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of 411) 985 the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 986 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this 987 988 Section is checked, Seller represents that Seller dS a foreign person for purposes of U.S. income taxation. If 989 the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. 990 income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 991 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes 992 993 Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax 994 advisor to determine if withholding applies or if an exemption exists. 995 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a 996 997 portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after 998 Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 999 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 1001 Company to withhold such amount from Seller'sproceeds. Seller should inquire with Seller's tax advisor to 1001 p y q 1002 determine if withholding applies or if an exemption exists. 1003 1004 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing 1005 1006 Date, except as otherwise provided: 1007 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and 1008 general real estate taxes for the year of Closing, based on ❑Taxes for the Calendar Year Immediately 1009 1010 Preceding Closing ®Most Recent Mill Levy and Most Recent Assessed Valuation, ❑Other. 1011 16.2. Rents. Rents based on ❑ Rents Actually Received DAccrued. At Closing, Seller will 1012 transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful 1013 1014 deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller 1015 must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such 1016 Leases. 1017 16.3. Association Assessments. Current regular Association assessments and dues 1018 1019 (Association Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the 1020 regular Association Assessments for deferred maintenance by the Association will not be credited to Seller 1021 except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be 1022 1023 obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 1024 assessment assessed prior to Closing Date by the Association will be the obligation of❑Buyer ❑Seller. 1025 Except however, any special assessment by the Association for improvements that have been installed as of 1026 1027 the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. 1028 Seller represents there are no unpaid regular or special assessments against the Property except the current 1029 regular assessments and . Association Assessments are subject to change as provided in the Governing 103 10311 Documents. 1032 16.4. Other Prorations.Water and sewer charges, propane, interest on continuing loan and Any 1033 continuing items. 1034 1035 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 1036 1037 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at 1039 1039 Possession Time, subject to the Leases as set forth in § 10.6.1.7. 1040 1041 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and 1042 will be additionally liable to Buyer for payment of$ 250 per day(or any part of a day notwithstanding § 18.1) 1043 1044 from Possession Date and Possession Time until possession is delivered. 1045 1046 GENERAL PROVISIONS 1047 1048 1049 1050 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 15 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 1051 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 1052 18.1. Day.As used in this Contract,the term "day" means the entire day ending at 11:59 p.m., United 1053 1054 States Mountain Time(Standard or Daylight Savings, as applicable). 1055 18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g.,three days after 1056 MEC),when the ending date is not specified, the first day is excluded and the last day is included. If any 1057 1058 deadline falls on a Saturday, Sunday or federal or Colorado state holiday(Holiday), such deadline®Will 1=1 1059 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be 1060 checked,the deadline will not be extended. 1061 1062 1063 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 1064 AND WALK-THROUGH. Except as otherwise provided in this Contract,the Property, Inclusions or both will be 1065 delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 1066 1067 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 1068 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 1069 total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 1070 paid by Seller) then Seller, upon receipt of the insurance proceeds,will use Seller's reasonable efforts to1071 1072 repair the Property before Closing Date. Buyer has the Right to Terminate under§25.1, on or before Closing 1073 Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer 1074 elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 1075 1076 insurance proceeds that were received by Seller(but not the Association, if any) resulting from damage to the 1077 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may 1078 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 1079 1080 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the 1081 option of Buyer, (1)Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 1082 insurance company and Buyer's lender; or(2)the parties may enter into a written agreement prepared by the 1083 parties or their attorneyrequiring the Seller to escrow at Closingfrom Seller's sale proceeds the amount Seller 1084 q 9 1085 has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of 1086 any deductible that applies to the insurance claim. 1087 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 1088 1089 communication services), system, component or fixture of the Property(collectively Service) (e.g., heating or 1090 plumbing), fail or be damaged between the date of this Contract and Closing or possession,whichever is 1091 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, 1092 1093 age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such 1094 Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 1095 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 109 1097 replaced on or before Closing or possession,whichever is earlier, Buyer has the Right to Terminate under§ 1098 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 1099 or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives 1100 such a credit, Seller's right for any claim against the Association, if any,will survive Closing. 1101 1102 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1103 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 1104 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§25.1, on or 1105 1106 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer 1107 elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is 1108 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 11101the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the 1111 Purchase Price. 1112 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1113 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1114 1115 complies with this Contract. 1116 19.5. Home Warranty. [Intentionally Deleted] 1117 19.6. Risk of Loss——Growing Crops The risk of loss for damage to growing crops by fire or other 1118 1119 casualty will be borne by the party entitled to the growing crops as provided in §2.8 and such party is entitled 1120 CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 16 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. 1121 to such insurance proceeds or benefits for the growing crops. 1122 1123 1124 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 411) 1125 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1126 has recommended the examination of title and consultation with legal and tax or other counsel before signing 1128 1128 this Contract. 1129 1130 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1131 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including 1132 1133 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1134 provided in this Contract or waived, the non-defaulting party has the following remedies: 1135 21.1. If Buyer is in Default: 1136 1137 " 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 1138 Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that the Earnest 1139 Money is not a penalty and the Parties agree the amount is fair and reasonable. Seller may recover such 1141 additional damages as maybe proper. Alternative) Seller mayelect to treat this Contract as beingin full force 1141 9 P P Y, 1142 and effect and Seller has the right to specific performance or damages, or both. 1143 21.1.2. Liquidated Damages, Applicable.This § 21.1.2 applies unless the box in § 21.1.1. 1144 is checked. Seller may cancel this Contract. All Earnest Money(whether or not paid by Buyer)will be paid to 1145 1146 Seller and retained by Seller. It is agreed that the Earnest Money specified in §4.1 is LIQUIDATED DAMAGES 1147 and not a penalty,which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 1148 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform 1149 1150 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 1151 damages. 1152 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all 1154 Earnest Moneyreceived hereunder will be returned to Buyer and Buyer mayrecover such damages as maybe 1154 y Y g 1155 proper. Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the 1156 right to specific performance or damages, or both. 1158 11) 1158 1159 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses. 23. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not resolved,the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is binding,the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that party's last known address (physical or electronic as provided in §27). Nothing in this Section prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This Section will not alter any date in this Contract, unless otherwise agreed. 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees incurred with such action); or(3) provide notice to Buyer and Seller that unless Earnest Money CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 17 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller)containing the case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of§23(Mediation). This Section will survive cancellation or termination of this Contract. 25. TERMINATION. 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract(Right to Terminate),the termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate), provided such written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate under such provision. 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to§§ 10.4, 22, 23 and 24. 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS.This Contract, its exhibits and specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining thereto,whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.Any successor to a party receives the predecessor's benefits and obligations of this Contract. 27. NOTICE, DELIVERY AND CHOICE OF LAW. 27.1. Physical Delivery and Notice.Any document, or notice to Buyer or Seller must be in writing, except as provided in §27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm). 27.2. Electronic Notice.As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm)at the electronic address of the recipient by facsimile, email or . 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1)email at the email address of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the documents, or(3)facsimile at the facsimile number(Fax No.)of the recipient. 27.4. Choice of Law.This Contract and all disputes arising hereunder are governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property located in Colorado. 28. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such copies taken together are deemed to be a full and complete contract between the parties. 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 18 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 1. LEGAL REVIEW. Each party's obligations under this Contract are expressly contingent upon the party's legal review of this Contract. Either party's objection to any of the terms of this Contract must be delivered to the other party no later than 5:00 p.m. on the date of May 28, 2019 (the "Contract Review Objection Deadline"). Buyer and Seller will cooperate in good faith to resolve any legal review objections to this Contract by 5:00 p.m. on the date of May 30, 2019 (the "Contract Review Resolution Deadline"). In the event that objections arising from the legal review of this Contract are not resolved in writing on or before the Contract Review Resolution Deadline, each party having timely delivered an objection pursuant to this paragraph has the Right to Terminate under§ 25.1, within one (1) business day after the Contract Review Resolution Deadline. 2. LETTER OF DESIGNATED USE OF PROPERTY FROM BUYER. Buyer will provide to Seller on or before May 24, 2019, a certified written notice from the Town of Vail stating the future designation and use of Lot 5. This will include but not limited to:property will remain as open space and/or a conservation easement; no public access through the property; the process of how water will enter and exit the pond; and the purchase will not affect 3797 Lupine Drive, Lot 4 or have any financial burden to the Seller or future owner of Lot 4. 3. SECTION 15.4. LOCAL TRANSFER TAX. Buyer and Seller are exempt from paying the one percent(1%) transfer tax when the Town of Vail is party to a Contract to Buy and Sell Real Estate in the Town of Vail, Vail, Colorado. 4. BUYER CONTINGENCY. This contract is expressly contingent on Buyer receiving final written approval from the Eagle County Board of County Commisioners to receive confirmation of the partnership between the Town of Vail and Eagle County on or before June 19, 2019. If Buyer does not receive approval, Buyer may request an extension by written amendment to the Seller or Buyer may terminate this agreement in writing to Seller on or before June 19, 2019 and all earnest monies will be returned to Buyer. 31. OTHER DOCUMENTS. 31.1. The following documents are a part of this Contract: 31.2. The following documents have been provided but are not a part of this Contract: Wire Fraud Disclosure and Closing Instructions SIGNATURES Date: Buyer: Town of Vail By: Patty McKenny, Manager `..r. CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 19 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. [NOTE: If this offer is being countered or rejected, do not sign this document. Date: Seller: Chloe Held Moran Revocable Trust By: Chloe Held Moran, Manager END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does © Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under§ 23. Broker is working with Buyer as a ❑ Buyer's Agent 0 Transaction-Broker in this transaction. ❑This is a Change of Status ❑ Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage ❑ Buyer ❑ Other Seller. Brokerage Firm's Name: Slifer Smith & Frampton Real Estate Brokerage Firm's License#: EC 83020 The McSpadden Team Date: 5/21/2019 Broker's Name: Steve & Hillary McSpadden Broker's License#: EA40012489/FA001246045 Address: 230 Bridge Street Vail, CO 81657 Ph: (970)476-2421 Fax: (866)390-8498 Email Address: hmcspadden@slifer.net 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does n Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 20 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp. will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request,with any mediation requested under§23. Broker is working with Seller as a ❑ Seller's Agent ® Transaction-Broker in this transaction. This is a Change of Status. ❑ Customer. Broker has no brokerage relationship with Seller. See§32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ®Seller❑ Buyer❑ Other. Brokerage Firm's Name: Slifer Smith & Frampton Real Estate Brokerage Firm's License#: EC 83020 Date: Broker's Name: Steve and Hillary McSpadden Broker's License#: EA40012489 Address: , Ph: Fax: Email Address: hmcspadden@slifer.net CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) CTM eContracts - ®2016 CTM Software Corp. CBS4-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Land Page 21 of 21 Initials CTMeContracts.com-©2019 CTM Software Corp.