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HomeMy WebLinkAbout2021-17 Approving a Contract to Buy and Sell Residential Real EstateRESOLUTION NO. 17 Series of 2021 A RESOLUTION APPROVING A CONTRACT TO BUY AND SELL RESIDENTIAL REAL ESTATE WHEREAS, Owner is the owner of certain residential real property described as Vail Heights Condominium, Unit 1, with a physical address of 2079 Chamonix Lane, Vail, Colorado, 81657. (the "Property"); and WHEREAS, the Town wishes to purchase the Property pursuant to the terms of the Contract to Buy and Sell Real Estate, attached hereto as Exhibit A and made a part hereof by this reference (the Contract . NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Contract in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the Contract on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 6th day of April 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 1 of 18 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.1 (CBS1-5-19) (Mandatory 7-19)2 3 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 4 OTHER COUNSEL BEFORE SIGNING.5 6 CONTRACT TO BUY AND SELL REAL ESTATE7 (RESIDENTIAL)8 9 Date: 10 AGREEMENT11 1. AGREEMENT.Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set12 forth in this contract (Contract).13 2. PARTIES AND PROPERTY.14 2.1. Buyer.(Buyer) will take title 15 to the Property described below as Joint Tenants Tenants In Common Other .16 2.2. No Assignability.This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions.17 2.3. Seller.(Seller) is the current 18 owner of the Property described below.19 2.4. Property.The Property is the following legally described real estate in the County of , Colorado:20 21 22 23 24 25 known as No. ,26 Street Address City State Zip27 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 28 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).29 2.5. Inclusions.The Purchase Price includes the following items (Inclusions): 30 2.5.1. Inclusions Attached.If attached to the Property on the date of this Contract, the following items are 31 included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside 32 telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-33 in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers 34 (including _______ remote controls). If checked, the following are owned by the Seller and included (leased items should be listed 35 under Due Diligence Documents):None Solar Panels Water Softeners Security Systems Satellite Systems36 (including satellite dishes). If any additional items are attached to the Property after the date of this Contract, such additional items37 are also included in the Purchase Price.38 2.5.2. Inclusions Not Attached.If on the Property, whether attached or not, on the date of this Contract, the 39 following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, 40 blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, 41 heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 42 2.5.3. Personal Property Conveyance. Any personal property must be conveyed at Closing by Seller free and 43 clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except .44 Conveyance of all personal property will be by bill of sale or other applicable legal instrument.45 2.5.4. Other Inclusions.The following items, whether fixtures or personal property, are also included in the 46 Purchase Price:47 48 49 50 51 If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal 52 property outside of this Contract.53 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 2 of 18 2.5.5. Parking and Storage Facilities.The use or ownership of the following parking facilities: 54 ; and the use or ownership of the following storage facilities: .55 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate.56 2.6. Exclusions.The following items are excluded (Exclusions): 57 58 59 60 2.7. Water Rights/Well Rights.61 2.7.1. Deeded Water Rights.The following legally described water rights: 62 63 64 65 Any deeded water rights will be conveyed by a good and sufficient deed at Closing.66 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1, 2.7.3 and67 2.7.4, will be transferred to Buyer at Closing:68 69 70 71 2.7.3. Well Rights.Seller agrees to supply required information to Buyer about the well. Buyer understands that if 72 used for ordinary household purposes, 73 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 74 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 75 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 76 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 77 .78 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing are as follows:79 80 81 82 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water), 83 § 2.7.3 (Well Rights), or § 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable84 legal instrument at Closing.85 3. DATES, DEADLINES AND APPLICABILITY.86 3.1. Dates and Deadlines.87 Item No. Reference Event Date or Deadline 1 § 4.3 Alternative Earnest Money Deadline Title 2 § 8.1, § 8.4 Record Title Deadline 3 § 8.2, § 8.4 Record Title Objection Deadline 4 § 8.3 Off-Record Title Deadline 5 § 8.3 Off-Record Title Objection Deadline 6 § 8.5 Title Resolution Deadline 7 § 8.6 Right of First Refusal Deadline Owners Association 8 § 7.2 Association Documents Deadline 9 § 7.4 Association Documents Termination Deadline Seller s Disclosures 10 § 10.1 Seller s Property Disclosure Deadline 11 § 10.10 Lead-Based Paint Disclosure Deadline Loan and Credit 12 § 5.1 New Loan Application Deadline 13 § 5.2 New Loan Termination Deadline 14 § 5.3 Buyer s Credit Information Deadline 15 § 5.3 Disapproval of Buyer s Credit Information Deadline CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 18 16 § 5.4 Existing Loan Deadline 17 § 5.4 Existing Loan Termination Deadline 18 § 5.4 Loan Transfer Approval Deadline 19 § 4.7 Seller or Private Financing Deadline Appraisal 20 § 6.2 Appraisal Deadline 21 § 6.2 Appraisal Objection Deadline 22 § 6.2 Appraisal Resolution Deadline Survey 23 § 9.1 New ILC or New Survey Deadline 24 § 9.3 New ILC or New Survey Objection Deadline 25 § 9.3 New ILC or New Survey Resolution Deadline Inspection and Due Diligence 26 § 10.3 Inspection Objection Deadline 27 § 10.3 Inspection Termination Deadline 28 § 10.3 Inspection Resolution Deadline 29 § 10.5 Property Insurance Termination Deadline 30 § 10.6 Due Diligence Documents Delivery Deadline 31 § 10.6 Due Diligence Documents Objection Deadline 32 § 10.6 Due Diligence Documents Resolution Deadline 33 § 10.7 Conditional Sale Deadline 34 § 10.10 Lead-Based Paint Termination Deadline Closing and Possession 35 § 12.3 Closing Date 36 § 17 Possession Date 37 § 17 Possession Time 38 § 28 Acceptance Deadline Date 39 § 28 Acceptance Deadline Time Note:If FHA or VA loan boxes are checked in § 4.5.3 (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA insured 88 or VA guaranteed loans.89 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision applies. If any deadline90 blank in § 3.1 (Dates and Deadlines) is ,91 is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision that contains 92 93 94 4. PURCHASE PRICE AND TERMS.95 4.1. Price and Terms.The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:96 Item No. Reference Item Amount Amount 1 § 4.1 Purchase Price $ 2 § 4.3 Earnest Money $ 3 § 4.5 New Loan $ 4 § 4.6 Assumption Balance $ 5 § 4.7 Private Financing $ 6 § 4.7 Seller Financing $ 7 8 9 § 4.4 Cash at Closing $ 10 TOTAL $ $ 4.2. Seller Concession.At Closing, Seller will credit to Buyer $______________ (Seller Concession). The Seller 97 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer s lender 98 and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller 99 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 4 of 18 Concession include, but are not limited to: Buyer s closing costs, loan discount points, loan origination fees, prepaid items and any 100 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 101 elsewhere in this Contract. 102 4.3. Earnest Money.The Earnest Money set forth in this Section, in the form of a ______________________, will be 103 payable to and held by ________________________________________ (Earnest Money Holder), in its trust account, on behalf of 104 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree 105 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the 106 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 107 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 108 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 109 Money Holder in this transaction will be transferred to such fund.110 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest Money, if other than at the 111 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline.112 4.3.2. Return of Earnest Money.If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the 113 return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in 114 § 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller115 agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form),116 within three days of Seller s receipt of such form.117 4.4. Form of Funds; Time of Payment; Available Funds. 118 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 119 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 120 check, savings and loan teller s check and cashier s check (Good Funds).121 4.4.2. Time of Payment; Available Funds.All funds, including the Purchase Price to be paid by Buyer, must be 122 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing 123 OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer represents that Buyer, as of the date of this Contract, Does124 Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing 125 in § 4.1.126 4.5. New Loan.127 4.5.1. Buyer to Pay Loan Costs.Buyer, except as otherwise permitted in § 4.2 (Seller Concession), if applicable, 128 must timely pay Buyer s loan costs, loan discount points, prepaid items and loan origination fees as required by lender.129 4.5.2. Buyer May Select Financing.Buyer may pay in cash or select financing appropriate and acceptable to 130 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 (Loan Limitations) or § 30 (Additional 131 Provisions).132 4.5.3. Loan Limitations.Buyer may purchase the Property using any of the following types of loans: 133 Conventional FHA VA Bond Other .134 4.5.4. Loan Estimate Monthly Payment and Loan Costs.Buyer is advised to review the terms, conditions and 135 costs of Buyer s New Loan carefully. If Buyer is applying for a residential loan, the lender generally must provide Buyer with a 136 Loan Estimate within three days after Buyer completes a loan application. Buyer also should obtain an estimate of the amount of 137 Buyer s monthly mortgage payment. 138 4.6. Assumption.Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance 139 set forth in § 4.1 (Price and Terms), presently payable at $______________ per ________________ including principal and interest 140 presently at the rate of ________% per annum and also including escrow for the following as indicated: Real Estate Taxes141 Property Insurance Premium Mortgage Insurance Premium and .142 Buyer agrees to pay a loan transfer fee not to exceed $_____________. At the time of assumption, the new interest rate will 143 not exceed ________% per annum and the new payment will not exceed $_____________ per ________________ principal and 144 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which 145 causes the amount of cash required from Buyer at Closing to be increased by more than $_____________, or if any other terms or 146 provisions of the loan change, Buyer has the Right to Terminate under § 25.1 on or before Closing Date.147 Seller Will Will Not be released from liability on said loan. If applicable, compliance with the requirements for release 148 from liability will be evidenced by delivery on or before Loan Transfer Approval Deadline at Closing of an appropriate 149 letter of commitment from lender. Any cost payable for release of liability will be paid by in an amount 150 not to exceed $_____________.151 4.7. Seller or Private Financing.152 WARNING:Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers 153 and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed 154 Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing, 155 including whether or not a party is exempt from the law.156 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 18 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, Buyer157 Seller will deliver the proposed Seller financing documents to the other party on or before _________ days before Seller or 158 Private Financing Deadline.159 4.7.1.1. Seller May Terminate.If Seller is to provide Seller financing, this Contract is conditional upon 160 Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions, cost 161 and compliance with the law. Seller has the Right to Terminate under § 25.1, on or before Seller or Private Financing Deadline, if 162 such Seller financing is not satisfactory to Seller, in Seller s sole subjective discretion.163 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 164 financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its165 availability, payments, interest rate, terms, conditions and cost. Buyer has the Right to Terminate under § 25.1, on or before Seller166 or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer s sole subjective discretion. 167 TRANSACTION PROVISIONS168 5. FINANCING CONDITIONS AND OBLIGATIONS.169 5.1. New Loan Application.If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 170 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 171 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval.172 5.2. New Loan Review.If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 173 upon Buyer determining, in Buyer s sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 174 availability, payments, interest rate, terms, conditions and cost. This condition is for the sole benefit of Buyer. Buyer has the Right 175 to Terminate under § 25.1, on or before New Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer s176 sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised 177 Value (defined below) or the Lender Requirements (defined below).IF SELLER IS NOT IN DEFAULT AND DOES NOT 178 TIMELY RECEIVE BUYER S WRITTEN NOTICE TO TERMINATE, BUYER S EARNEST MONEY WILL BE 179 NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey).180 5.3. Credit Information.If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 181 of Seller) upon Seller s approval of Buyer s financial ability and creditworthiness, which approval will be in Seller s sole subjective 182 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer s Credit Information Deadline, at Buyer s expense, information 183 and documents (including a current credit report) concerning Buyer s financial, employment and credit condition; (2) Buyer consents 184 that Seller may verify Buyer s financial ability and creditworthiness; and (3) any such information and documents received by Seller 185 must be held by Seller in confidence and not released to others except to protect Seller s interest in this transaction. If the Cash at 186 Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under § 25.1, on or before Closing. If 187 Seller disapproves of Buyer s financial ability or creditworthiness, in Seller s sole subjective discretion, Seller has the Right to 188 Terminate under § 25.1, on or before Disapproval of Buyer s Credit Information Deadline.189 5.4. Existing Loan Review.If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 190 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, 191 this Contract is conditional upon Buyer s review and approval of the provisions of such loan documents. Buyer has the Right to 192 Terminate under § 25.1, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 193 documents, in Buyer s sole subjective discretion. If the lender s approval of a transfer of the Property is required, this Contract is 194 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender s195 approval is not obtained by Loan Transfer Approval Deadline , this Contract will terminate on such deadline. Seller has the Right 196 to Terminate under § 25.1, on or before Closing, in Seller s sole subjective discretion, if Seller is to be released from liability under 197 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6.198 6. APPRAISAL PROVISIONS.199 6.1. Appraisal Definition. 200 behalf of Buyer or Buyer s lender, to determine the Property s market value (Appraised Value). The Appraisal may also set forth 201 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be 202 valued at the Appraised Value. 203 6.2. Appraisal Condition.The applicable appraisal provision set forth below applies to the respective loan type set forth 204 in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies.205 6.2.1. Conventional/Other.Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 206 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 207 Objection Deadline:208 6.2.1.1. Notice to Terminate.Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; 209 or210 6.2.1.2. Appraisal Objection.Deliver to Seller a written objection accompanied by either a copy of the 211 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification).212 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 6 of 18 6.2.1.3. Appraisal Resolution.If an Appraisal Objection is received by Seller, on or before Appraisal 213 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 214 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer s written withdrawal of 215 the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline.216 6.2.2. FHA.It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 217 shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest 218 Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a 219 written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender,220 setting forth the appraised value of the Property of not less than $______________. The purchaser (Buyer) shall have the privilege 221 and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The 222 appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will 223 insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy himself/herself that 224 the price and condition of the Property are acceptable.225 6.2.3. VA.It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 226 shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property 227 described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department 228 of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of 229 this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs.230 6.3. Lender Property Requirements.If the lender imposes any written requirements, replacements, removals or repairs, 231 including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond 232 those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller s233 receipt of the Lender Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 234 the Lender Requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is 235 waived in writing by Buyer.236 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer 237 Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender s238 agent or all three.239 7. OWNERS ASSOCIATION. This Section is applicable if the Property is located within a Common Interest Community and240 subject to the declaration (Association).241 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 242 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 243 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS ASSOCIATION FOR THE 244 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 245 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 246 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 247 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 248 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS249 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 250 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 251 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 252 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 253 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 254 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 255 ASSOCIATION.256 7.2. Association Documents to Buyer.Seller is obligated to provide to Buyer the Association Documents (defined below),257 at Seller s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 258 Documents to Buyer, at Seller s expense. Seller s obligation to provide the Association Documents is fulfilled upon Buyer s receipt 259 of the Association Documents, regardless of who provides such documents.260 7.3. Association Documents.Association documents (Association Documents) consist of the following: 261 7.3.1.All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 262 rules and regulations, party wall agreements and the Association s responsible governance policies adopted under § 38-33.3-209.5, 263 C.R.S.;264 7.3.2.Minutes of:(1) the annual owners or members meetingand(2) any executive boards or managers meetings;265 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 266 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 267 minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and268 7.3.3.List of all Association insurance policies as provided in the Association s last Annual Disclosure, including, 269 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must 270 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 18 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed271 (Association Insurance Documents);272 7.3.4.A list by unit type of the Association s assessments, including both regular and special assessments as 273 disclosed in the Association s last Annual Disclosure;274 7.3.5.The Association s most recent financial documents which consist of: (1) the Association s operating budget 275 for the current fiscal year, (2) the Association s most recent annual financial statements, including any amounts held in reserve for 276 the fiscal year immediately preceding the Association s last Annual Disclosure, (3) the results of the Association s most recent 277 available financial audit or review, (4) list of the fees and charges (regardless of name of title of such fees or charges) that the 278 Association s community association manager or Association will charge in connection with the Closing including, but not limited 279 to, any fee incident to the issuance of the Association s statement of assessments (Status Letter), any rush or update fee charged for 280 the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of 281 all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4 and 282 7.3.5, collectively, Financial Documents);283 7.3.6.Any written notice from t under § 38-33.3-303.5,284 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction285 Defect Documents).286 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common287 elements or limited common elements of the Association property.288 7.4. Conditional on Buyer s Review.Buyer has the right to review the Association Documents. Buyer has the Right to 289 Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any 290 of the Association Documents, in Buyer s sole subjective discretion. Should Buyer receive the Association Documents after 291 Association Documents Deadline , Buyer, at Buyer s option, has the Right to Terminate under § 25.1 by Buyer s Notice to 292 Terminate received by Seller on or before ten days after Buyer s receipt of the Association Documents. If Buyer does not receive 293 the Association Documents, or if Buyer s Notice to Terminate would otherwise be required to be received by Seller after Closing 294 Date, Buyer s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer s Notice to 295 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 296 to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval).297 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE.298 8.1. Evidence of Record Title.299 8.1.1. Seller Selects Title Insurance Company.If this box is checked, Seller will select the title insurance 300 company to furnish the owner s title insurance policy at Seller s expense. On or before Record Title Deadline, Seller must furnish 301 to Buyer, a current commitment for an owner s title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 302 or if this box is checked, an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued 303 and delivered to Buyer as soon as practicable at or after Closing. 304 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 305 company to furnish the owner s title insurance policy at Buyer s expense. On or before Record Title Deadline, Buyer must furnish to 306 Seller, a current commitment for owner s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 307 If neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies.308 8.1.3. Owner s Extended Coverage (OEC).The Title Commitment Will Will Not contain Owner s309 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard 310 exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics liens, 311 (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid312 taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be313 paid by Buyer Seller One-Half by Buyer and One-Half by Seller Other__________________________.314 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over315 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below,316 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under317 § 8.5 (Right to Object to Title, Resolution).318 8.1.4. Title Documents.Title Documents consist of the following: (1) copies of any plats, declarations, covenants, 319 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 320 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 321 Documents). 322 8.1.5. Copies of Title Documents.Buyer must receive, on or before Record Title Deadline, copies of all Title 323 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 324 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 325 party or parties obligated to pay for the owner s title insurance policy.326 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 327 portion of the Property (Abstract of Title) in Seller s possession on or before Record Title Deadline.328 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 8 of 18 8.2. Record Title.Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 329 Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer s330 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 331 any other unsatisfactory title condition, in Buyer s sole subjective discretion. If the Abstract of Title, Title Commitment or Title 332 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 333 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 334 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any 335 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 336 or (3) any endorsement to the Title Commitment. If Seller receives Buyer s Notice to Terminate or Notice of Title Objection, 337 pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to 338 Title, Resolution). If Seller has fulfilled all Seller s obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence 339 of Record Title) and Seller does not receive Buyer s Notice to Terminate or Notice of Title Objection by the applicable deadline 340 specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents 341 as satisfactory.342 8.3. Off-Record Title.Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing 343 surveys in Seller s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 344 limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of 345 first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Record Matters). This Section346 excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to 347 investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line 348 discrepancy or water rights). Buyer s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether 349 disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)), in Buyer s350 sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an Off-Record Matter 351 is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer 352 to review and object to such Off-Record Matter. If Seller receives Buyer s Notice to Terminate or Notice of Title Objection pursuant353 to this § 8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title, 354 Resolution). If Seller does not receive Buyer s Notice to Terminate or Notice of Title Objection by the applicable deadline specified 355 above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of which 356 Buyer has actual knowledge. 357 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 358 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 359 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 360 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 361 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 362 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 363 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 364 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 365 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 366 RECORDER, OR THE COUNTY ASSESSOR.367 A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate) 368 must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such 369 inclusion is unsatisfactory to Buyer, in Buyer s sole subjective discretion, Buyer may object, on or before Record Title Objection 370 Deadline. If the Tax Certificate shows that the Property is included in a special taxing district and is received by Buyer after the 371 Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property s372 inclusion in a special taxing district as unsatisfactory to Buyer.373 8.5. Right to Object to Title, Resolution.Buyer s right to object, in Buyer s sole subjective discretion, to any title matters 374 includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off-Record Title), § 8.4 (Special Taxing District) and § 13 (Transfer 375 of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 376 8.5.1. Title Objection, Resolution.If Seller receives Buyer s written notice objecting to any title matter (Notice of 377 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 378 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives 379 Buyer s written withdrawal of Buyer s Notice of Title Objection (i.e., Buyer s written notice to waive objection to such items and 380 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 381 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off-Record Title) or § 8.4382 (Special Taxing Districts), the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days 383 after Buyer s receipt of the applicable documents; or384 8.5.2. Title Objection, Right to Terminate.Buyer may exercise the Right to Terminate under § 25.1, on or before 385 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer s sole subjective discretion. 386 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 18 8.6. Right of First Refusal or Contract Approval.If there is a right of first refusal on the Property or a right to approve 387 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right 388 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the 389 right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. 390 Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 391 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate.392 8.7. Title Advisory.The Title Documents affect the title, ownership and use of the Property and should be reviewed 393 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 394 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 395 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 396 laws and governmental regulations concerning land use, development and environmental matters.397 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 398 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF 399 THE SURFACE ESTATE MAYNOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 400 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL 401 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM 402 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 403 GAS OR WATER.404 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 405 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 406 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 407 RECORDER.408 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 409 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 410 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 411 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES.412 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 413 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 414 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 415 AND GAS CONSERVATION COMMISSION.416 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 417 not covered by the owner s title insurance policy. 418 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are 419 strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off-Record Title Objection Deadline).420 9. NEW ILC, NEW SURVEY.421 9.1. New ILC or New Survey. If the box is checked, a: 1)New Improvement Location Certificate (New ILC); or, 422 2)New Survey in the form of ___________________________________________; is required and the following will apply: 423 9.1.1. Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The 424 New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, certified and updated as of a date 425 after the date of this Contract.426 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before 427 Closing, by: Seller Buyer or:428 429 430 9.1.3. Delivery of New ILC or New Survey.Buyer, Seller, the issuer of the Title Commitment (or the provider of 431 the opinion of title if an Abstract of Title) and _____________________ will receive a New ILC or New Survey on or before New432 ILC or New Survey Deadline.433 9.1.4. Certification of New ILC or New Survey.The New ILC or New Survey will be certified by the surveyor to 434 all those who are to receive the New ILC or New Survey. 435 9.2. Buyer s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 436 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 437 Survey Objection Deadline. Buyer may, in Buyer s sole subjective discretion, waive a New ILC or New Survey if done prior to 438 Seller incurring any cost for the same. 439 9.3. New ILC or New Survey Objection.Buyer has the right to review and object to the New ILC or New Survey. If the 440 New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer s sole subjective discretion, Buyer 441 may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13:442 9.3.1. Notice to Terminate.Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or443 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 10 of 18 9.3.2. New ILC or New Survey Objection.Deliver to Seller a written description of any matter that was to be 444 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct.445 9.3.3. New ILC or New Survey Resolution.If a New ILC or New Survey Objection is received by Seller, on or 446 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 447 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New 448 Survey Resolution Deadline, unless Seller receives Buyer s written withdrawal of the New ILC or New Survey Objection before 449 such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline.450 DISCLOSURE, INSPECTION AND DUE DILIGENCE451 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF452 WATER.453 10.1. Seller s Property Disclosure.On or before Seller s Property Disclosure Deadline, Seller agrees to deliver to Buyer 454 the most current version of the applicable Colorado Real Estate Commission s Seller s Property Disclosure form completed by Seller 455 to Seller s actual knowledge and current as of the date of this Contract.456 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition.Seller must disclose to Buyer 457 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 458 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 459 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller s new disclosure on the earlier of Closing 460 or five days after Buyer s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 461 As Is Where Is With All Faults462 10.3. Inspection.Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 463 (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer s expense. If (1) the physical 464 condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, 465 HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property 466 (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any 467 proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the 468 Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer s sole subjective discretion, 469 Buyer may:470 10.3.1. Inspection Objection.On or before the Inspection Objection Deadline, deliver to Seller a written 471 description of any unsatisfactory condition that Buyer requires Seller to correct; or472 10.3.2. Terminate.On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 25.1,473 that this Contract is terminated due to any unsatisfactory condition.Inspection Termination Deadline will be on the earlier of 474 Inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline.475 10.3.3. Inspection Resolution.If an Inspection Objection is received by Seller, on or before Inspection Objection 476 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,477 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer s written withdrawal of the Inspection 478 Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline.479 10.4. Damage, Liens and Indemnity.Buyer, except as otherwise provided in this Contract or other written agreement 480 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 481 Buyer s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 482 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 483 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 484 Work, claim, or lien. This indemnity includes Seller s right to recover all costs and expenses incurred by Seller to defend against 485 any such liability, damage, cost or expense, or to enforce this Section, including Seller s reasonable attorney fees, legal fees and 486 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed 487 pursuant to an Inspection Resolution.488 10.5. Insurability.Buyer has the right to review and object to the availability, terms and conditions of and premium for 489 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 490 Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer s sole subjective discretion.491 10.6. Due Diligence.492 10.6.1. Due Diligence Documents.If the respective box is checked, Seller agrees to deliver copies of the following 493 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents 494 Delivery Deadline:495 10.6.1.1.All current leases, including any amendments or other occupancy agreements, pertaining to the 496 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases):497 498 499 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 18 10.6.1.2.Other documents and information:500 501 502 10.6.2. Due Diligence Documents Review and Objection.Buyer has the right to review and object to Due Diligence 503 Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer s sole subjective discretion, 504 Buyer may, on or before Due Diligence Documents Objection Deadline :505 10.6.2.1. Notice to Terminate.Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; 506 or507 10.6.2.2. Due Diligence Documents Objection.Deliver to Seller a written description of any 508 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.509 10.6.2.3. Due Diligence Documents Resolution.If a Due Diligence Documents Objection is received by 510 Seller, on or before Due Diligence DocumentsObjection Deadline andif Buyer and Seller have not agreed in writing to a settlement 511 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents512 Resolution Deadline unless Seller receives Buyer s written withdrawal of the Due Diligence Documents Objection before such 513 termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline.514 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 515 owned by Buyer and commonly known as ___________________________________________. Buyer has the Right to Terminate 516 under § 25.1 effective upon Seller s receipt of Buyer s Notice to Terminate on or before Conditional Sale Deadline if such property 517 is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buyer s Notice to 518 Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 519 10.8. Source of Potable Water (Residential Land and Residential Improvements Only).Buyer Does Does Not520 acknowledge receipt of a copy of Seller s Property Disclosure or Source of Water Addendum disclosing the source of potable water for 521 the Property. There is No Well. Buyer Does Does Not acknowledge receipt of a copy of the current well permit.522 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 523 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 524 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER S WATER SUPPLIES.525 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted]526 10.10. Lead-Based Paint.527 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or more residential dwellings 528 constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate 529 licensees must sign and deliver to Buyer a completed Lead-Based Paint Disclosure (Sales) form on or before the Lead-Based Paint 530 Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely 531 receive the Lead-Based Paint Disclosure, or Buyer may exercise Buyer s Right to Terminate under § 25.1 by Seller s receipt of 532 Buyer s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline.533 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the 534 Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has a Right to Terminate under § 25.1 by Seller s535 receipt of Buyer s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline.If Buyer s536 Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer s Notice to Terminate must be 537 received by Seller on or before Closing. Buyer may elect to waive Buyer s right to conduct or obtain a risk assessment or inspection 538 of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does not receive Buyer s Notice to 539 Terminate within such time, Buyer accepts the condition of the Property relative to any Lead-Based Paint as satisfactory and Buyer 540 waives any Right to Terminate under this provision.541 10.11. Carbon Monoxide Alarms. Note:If the improvements on the Property have a fuel-fired heater or appliance, a 542 fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties 543 acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within 544 fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code.545 10.12. Methamphetamine Disclosure.If Seller knows that methamphetamine was ever manufactured, processed, cooked, 546 disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was 547 remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further 548 acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever 549 been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 25.1, upon Seller s receipt of Buyer s written 550 Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer s test results that indicate the Property 551 has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State 552 Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of 553 the test.554 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted]555 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 12 of 18 CLOSING PROVISIONS556 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.557 12.1. Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing Company to enable558 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is559 obtaining a loan to purchase the Property, Buyer acknowledges Buyer s lender is required to provide the Closing Company, in a 560 timely manner, all required loan documents and financial information concerning Buyer s loan. Buyer and Seller will furnish any 561 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 562 Seller will sign and complete all customary or reasonably-required documents at or before Closing.563 12.2. Closing Instructions.Colorado Real Estate Commission s Closing Instructions Are Are Not executed with 564 this Contract. 565 12.3. Closing.Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 566 the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 567 ________________________________________.568 12.4. Disclosure of Settlement Costs.Buyer and Seller acknowledge that costs, quality and extent of service vary between 569 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).570 13. TRANSFER OF TITLE.ions of this Contract, including the tender571 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing:572 special warranty deed general warranty deed bargain and sale deed quit claim deed 573 deed ____________________________ deed. Seller, provided another deed is not selected, must execute and deliver a good 574 and sufficient special warranty deed to Buyer, at Closing.575 Unless otherwise specified in §30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general 576 -30-113(5)(a), C.R.S.577 14. PAYMENT OF LIENS AND ENCUMBRANCES.Unless agreed to by Buyer in writing, any amounts owed on any liens578 or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements installed579 as of the date of Buyer s signature hereon, whether assessed or not and previous years taxes, will be paid at or before Closing by580 Seller from the proceeds of this transaction or from any other source.581 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES.582 15.1. Closing Costs.Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 583 to be paid at Closing, except as otherwise provided herein.584 15.2. Closing Services Fee.The fee for real estate closing services must be paid at Closing by Buyer Seller585 One-Half by Buyer and One-Half by Seller Other _______________________________________. 586 15.3. Status Letter and Record Change Fees.At least fourteen days prior to Closing Date, Seller agrees to promptly 587 request the Association to deliver to Buyer a current Status Letter. Any fees incident to the issuance of Association s Status Letter 588 must be paid by None Buyer Seller One-Half by Buyer and One-Half by Seller. Any Record Change Fee must 589 be paid by None Buyer Seller One-Half by Buyer and One-Half by Seller.590 15.4. Local Transfer Tax.The Local Transfer Tax of ________% of the Purchase Price must be paid at Closing by 591 None Buyer Seller One-Half by Buyer and One-Half by Seller.592 15.5. Private Transfer Fee.Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 593 as community association fees, developer fees and foundation fees, must be paid at Closing by None Buyer Seller594 One-Half by Buyer and One-Half by Seller. The Private Transfer fee, whether one or more, is for the following association(s): 595 in the total amount of % of the Purchase Price or $________________. 596 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees, as of the date of this Contract, do not exceed 597 $____________ for: 598 Water Stock/Certificates Water District 599 Augmentation Membership Small Domestic Water Company600 and must be paid at Closing by None Buyer Seller One-Half by Buyer and One-Half by Seller.601 15.7. Sales and Use Tax.Any sales and use tax that may accrue because of this transaction must be paid when due by 602 None Buyer Seller One-Half by Buyer and One-Half by Seller.603 15.8. FIRPTA and Colorado Withholding.604 15.8.1. FIRPTA.The Internal Revenue Service (IRS) may require a substantial portion of the Seller s proceeds be 605 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the 606 amount of the Seller s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a foreign 607 person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign 608 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 18 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 609 requested documents to verify Seller s foreign person status. If withholding is required, Seller authorizes Closing Company to 610 withhold such amount from Seller s proceeds. Seller should inquire with Seller s tax advisor to determine if withholding applies or 611 if an exemption exists.612 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller s proceeds 613 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to 614 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller s status. If withholding 615 is required, Seller authorizes Closing Company to withhold such amount from Seller s proceeds. Seller should inquire with Seller s616 tax advisor to determine if withholding applies or if an exemption exists.617 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing Date, except as618 otherwise provided:619 16.1. Taxes.Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 620 year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and Most 621 Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled veteran 622 exemption or Other .623 16.2. Rents.Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit to Buyer 624 the security deposits for all Leases assigned, or any remainder after lawful deductions and notify all tenants in writing of such transfer 625 and of the transferee s name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller s626 obligations under such Leases.627 16.3. Association Assessments.Current regular Association assessments and dues (Association Assessments) paid in 628 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance 629 by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer 630 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 631 assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except however, any 632 special assessment by the Association for improvements that have been installed as of the date of Buyer s signature hereon, whether 633 assessed prior to or after Closing, will be the obligation of Seller. Seller represents there are no unpaid regular or special assessments 634 against the Property except the current regular assessments and ______________________________. Association Assessments are 635 subject to change as provided in the Governing Documents. 636 16.4. Other Prorations.Water and sewer charges, propane, interest on continuing loan and _______________________.637 16.5. Final Settlement.Unless otherwise agreed in writing, these prorations are final.638 17. POSSESSION.Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to the639 Leases as set forth in § 10.6.1.1.640 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable 641 to Buyer for payment of $______________ per day (or any part of a day notwithstanding § 18.1) from Possession Date and 642 Possession Time until possession is delivered.643 Buyer represents that Buyer will occupy the Property as Buyer s principal residence unless the following box is checked, then 644 Buyer Does Not represent that Buyer will occupy the Property as Buyer s principal residence.645 If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement.646 GENERAL PROVISIONS647 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE.648 18.1. Day.me649 (Standard or Daylight Savings, as applicable).650 18.2. Computation of Period of Days, Deadline.In computing a period of days (e.g., three days after MEC), when the 651 ending date is not specified, the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or 652 federal or Colorado state holiday (Holiday), such deadline Will Will Not be extended to the next day that is not a Saturday, 653 Sunday or Holiday. Should neither box be checked, the deadline will not be extended.654 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND655 WALK-THROUGH.Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the656 condition existing as of the date of this Contract, ordinary wear and tear excepted.657 19.1. Causes of Loss, Insurance.In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 658 prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the 659 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 660 will use Seller s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 25.1, on or 661 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 14 of 18 before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to 662 carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 663 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 664 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 665 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 666 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller s667 insurance company and Buyer s lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 668 requiring the Seller to escrow at Closing from Seller s sale proceeds the amount Seller has received and will receive due to such 669 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim.670 19.2. Damage, Inclusions and Services.Should any Inclusion or service (including utilities and communication services), 671 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 672 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 673 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 674 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 675 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 676 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before Closing Date, or, at the 677 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 678 not exceed the Purchase Price. If Buyer receives such a credit, Seller s right for any claim against the Association, if any, will survive 679 Closing. 680 19.3. Condemnation.In the event Seller receives actual notice prior to Closing that a pending condemnation action may 681 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 682 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such condemnation action, in Buyer s683 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 684 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 685 of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price.686 19.4. Walk-Through and Verification of Condition.Buyer, upon reasonable notice, has the right to walk through the 687 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.688 19.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be 689 purchased and may cover the repair or replacement of such Inclusions.690 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL.By signing this Contract, Buyer and Seller acknowledge that691 the respective broker has advised that this Contract has important legal consequences and has recommended the examination of title692 and consultation with legal and tax or other counsel before signing this Contract.693 21. TIME OF ESSENCE, DEFAULT AND REMEDIES.Time is of the essence for all dates and deadlines in this Contract.694 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored695 or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party696 has the following remedies:697 21.1. If Buyer is in Default:698 21.1.1. Specific Performance.Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 699 by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty and the Parties agree the 700 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to 701 treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both.702 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked.Seller may 703 cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that 704 the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and 705 reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money is SELLER S ONLY REMEDY for 706 Buyer s failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and 707 additional damages.708 21.2. If Seller is in Default:Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 709 hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to treat 710 this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both.711 22. LEGAL FEES, COST AND EXPENSES.Anything to the contrary herein notwithstanding, in the event of any arbitration712 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all713 reasonable costs and expenses, including attorney fees, legal fees and expenses.714 23. MEDIATION.If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties715 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps716 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 18 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 717 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 718 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 719 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 720 party s last known address (physical or electronic as provided in § 27). Nothing in this Section prohibits either party from filing a 721 lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This 722 Section will not alter any date in this Contract, unless otherwise agreed.723 24. EARNEST MONEY DISPUTE.Except as otherwise provided herein, Earnest Money Holder must release the Earnest724 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding725 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective726 discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest727 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and728 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of729 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one730 hundred twenty days of Earnest Money Holder s notice to the parties, Earnest Money Holder is authorized to return the Earnest731 Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time732 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the733 obligation of § 23 (Mediation). This Section will survive cancellation or termination of this Contract.734 25. TERMINATION.735 25.1. Right to Terminate.If a party has a right to terminate, as provided in this Contract (Right to Terminate), the736 termination is effective upon the other party s receipt of a written notice to terminate (Notice to Terminate), provided such written 737 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or738 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 739 and waives the Right to Terminate under such provision.740 25.2. Effect of Termination.In the event this Contract is terminated, all Earnest Money received hereunder will be returned 741 to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24.742 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS.This Contract, its exhibits and specified743 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining744 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms745 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or746 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.747 Any successor to a party receives the predecessor s benefits and obligations of this Contract.748 27. NOTICE, DELIVERY AND CHOICE OF LAW.749 27.1. Physical Delivery and Notice.Any document, or notice to Buyer or Seller must be in writing, except as provided in750 § 27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices751 for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be752 received by the party, not Broker or Brokerage Firm).753 27.2. Electronic Notice.As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or 754 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 755 working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm)756 at the electronic address of the recipient by facsimile, email or ______________________________________. 757 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address 758 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 759 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 760 27.4. Choice of Law.This Contract and all disputes arising hereunder are governed by and construed in accordance with 761 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 762 located in Colorado.763 28. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing, by Buyer and764 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 27 on or before765 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and766 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 16 of 18 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 767 copies taken together are deemed to be a full and complete contract between the parties.768 29. GOOD FAITH.Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited769 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations;Title Insurance,770 Record Title and Off-Record Title;New ILC, New Survey; and Property Disclosure,Inspection,Indemnity,Insurability, Due771 Diligence, and Source of Water.772 ADDITIONAL PROVISIONS AND ATTACHMENTS773 30. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the Colorado Real Estate774 Commission.)775 776 777 778 779 780 781 31. OTHER DOCUMENTS.782 31.1.The following documents are a part of this Contract:783 31.1.1.Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in § 17 the784 Post-Closing Occupancy Agreement is a part of this Contract.785 786 787 788 31.2.The following documents have been provided but are not a part of this Contract:789 790 791 792 SIGNATURES793 794 Buyer s Name: Buyer s Name: Buyer s Signature Date Buyer s Signature Date Address: Address: Phone No.: Phone No.: Fax No.: Fax No.: Email Address: Email Address: [NOTE: If this offer is being countered or rejected, do not sign this document. 795 Seller s Name: Seller s Name: Seller s Signature Date Seller s Signature Date Address: Address: Phone No.: Phone No.: CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 17 of 18 Fax No.: Fax No.: Email Address: Email Address: 796 END OF CONTRACT TO BUY AND SELL REAL ESTATE797 32. BROKER S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Buyer as a Buyer s Agent Transaction-Broker in this transaction. 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 Firm Buyer Other . Brokerage Firm s Name: Brokerage Firm s License #: Broker s Name: Broker s License #: Broker s Signature Date Address: Phone No.: Fax No.: Email Address: 33. BROKER S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Seller as a Seller s Agent Transaction-Broker in this transaction. This is a Change of Status. Customer.Broker has no brokerage relationship with Seller. See § 32 for Broker s brokerage relationship with Buyer. Brokerage Firm s compensation or commission is to be paid by Seller Buyer Other . CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 18 of 18 Brokerage Firm s Name: Brokerage Firm s License #: Broker s Name: Broker s License #: Broker s Signature Date Address: Phone No.: Fax No.: Email Address: 798