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HomeMy WebLinkAbout2022-09-20 Agenda and Supporting Documentation Town Council Evening Meeting Agenda1.Citizen Participation (10 min.) 1.1 Citizen Participation 2.Any action as a result of executive session 3.Proclamation 3.1 Proclamation No. 07, Series of 2022, National Library Card Sign-up Month and Recognizing Cricket Pylman 10 min. Approve Proclamation No. 07, Series of 2022 Presenter(s): Lori Barnes, Director of Library Services Background: “Find your voice at the Library” is this year’s theme for Library Card Sign-up Month, held each year in September, and reminds us that a library card is the “smartest card in your wallet”. In 2022, honorary chairs are Tony Award- winning performer and philanthropist, Idina Menzel, and her sister, author and educator, Cara Mentzel. Vail Public Library is taking this opportunity to celebrate one of our own, Miss Cricket Pylman, founder and champion of Vail’s StoryWalk. 4.Consent Agenda (5 min.) 4.1 Resolution No. 44, Series of 2022, a Resolution Approving the Purchase of the Residential Property known as Matterhorn Inn, Unit 10, 1552 Matterhorn Circle, Vail, CO 81657 Approve Resolution No. 44, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved VAIL TOWN COUNCIL MEETING Evening Session Agenda Town Council Chambers and Virtually via Zoom. Zoom Meeting ID: https://us02web.zoom.us/webinar/register/WN_RqbBLP6jSGOfDp65d47V_w 6:00 PM, September 20, 2022 Notes: Times of items are approximate, subject to change, and cannot be relied upon to determine what time Council will consider an item. Public comment will be taken on each agenda item. Citizen participation offers an opportunity for citizens to express opinions or ask questions regarding town services, policies or other matters of community concern, and any items that are not on the agenda. Please attempt to keep comments to three minutes; time limits established are to provide efficiency in the conduct of the meeting and to allow equal opportunity for everyone wishing to speak. Citizen Participation.pdf National Library Card Sign-Up Month 2022 Proclamation.docx 1 by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn, Unit 10, 1552 Matterhorn Circle, Vail, CO 81657. Background: The availability of housing for its employees remains an ongoing need for the Town of Vail municipal government. AS the fourth largest employer in Vail, the Town of Vail too is challenged by the need for housing it's workforce. as the FTE count for the Town grows, so does it's need to support housing for the employees. over the years the Town has taken a wide range of approaches to addressing its employee housing needs, including "buying down" homes for purchase by Town of Vail employees. Staff Recommendation: Approve Resolution No. 44, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn, Unit 10, 1552 Matterhorn Circle, Vail, CO 81657. 4.2 Resolution No. 45, Series of 2022, a Resolution Approving the Purchase of the Residential Property known as Matterhorn Inn Unit 2, 1552 Matterhorn Circle, Vail, CO 81657 Approve Resolution No. 45, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn Unit 2, 1552 Matterhorn Circle, Vail, CO 81657. Background: The availability of housing for its employees remains an ongoing need for the Town of Vail municipal government. AS the fourth largest employer in Vail, the Town of Vail too is challenged by the need for housing it's workforce. as the FTE count for the Town grows, so does it's need to support housing for the employees. over the years the Town has taken a wide range of approaches to addressing its employee housing needs, including "buying down" homes for purchase by Town of Vail employees. Staff Recommendation: Approve Resolution No. 45, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn Unit 2, 1552 Matterhorn Circle, Vail, CO 81657. 4.3 Resolution No. 46, Series of 2022, a Resolution Approving the Purchase of the Residential Property known as Hamlet Chalet Unit 1, 2014 West Gore Creek Drive, Vail, Colorado 81657 Approve Resolution No. 46, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed 1,800,000.00, the Resolution No. 44 Series of 2022 Matterhorn Inn Unit 10 09202022.doc Exhibit A Resolution No. 45 Series of 2022 Matterhorn Inn Unit 2 09202022.doc Exhibit A 2 purchase of Hamlet Chalet Unit 1, 2014 West Gore Creek Drive, Vail, Colorado 81657. Background: The availability of housing for its employees remains an ongoing need for the Town of Vail municipal government. AS the fourth largest employer in Vail, the Town of Vail too is challenged by the need for housing it's workforce. as the FTE count for the Town grows, so does it's need to support housing for the employees. over the years the Town has taken a wide range of approaches to addressing its employee housing needs, including "buying down" homes for purchase by Town of Vail employees. Staff Recommendation: Approve Resolution No. 46, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed 1,800,000.00, the purchase of Hamlet Chalet Unit 1, 2014 West Gore Creek Drive, Vail, Colorado 81657. 4.4 Contract Award to 106West Couriers LLC for Loading and Delivery Services Authorize the Town Manager to enter into an agreement with 106West Couriers LLC in the amount not to exceed $1,374,000.00. Background: The Load and Delivery Pilot will go to full implementation on October 1st. Vail Police Department is asking Council to approve the new contract with 106 West. Staff Recommendation: Authorize the Town Manager to enter into an agreement with 106West Couriers LLC in the amount not to exceed $1,374,000.00. 4.5 Contract Award to Icon Inc for Bighorn Road Oversize Vehicle Turnaround Direct the Town Manager to enter into a contract, as approved by the Town Attorney, with Icon Inc. in an amount not to exceed $286,098. Background: The Town publicly bid the Bighorn Oversize Vehicle Turnaround Project which will provide an oversize vehicle and bus turnaround at the end of Bighorn Road to accommodate “lost” large interstate semi-trucks and accommodate a more efficient Bus Service. Staff Recommendation: Direct the Town Manager to enter into a contract, as approved by the Town Attorney, with Icon Inc. in an amount not to exceed $286,098. 4.6 Contract Award to SHC Nursery and Landscape for the installation of Landscape Buffer Work for the Fire Free Resolution No. 46 Series of 2022 Hamlet Chalets Unit 1 09202022.doc exhibit A 106 West Services-A091422.docx CouncilMemo9-20-22 (1).docx 3 Five project. Authorize the Town Manager to enter into a contract with SHC Nursery and Landscape Company in an amount not to exceed $112,270 for the installation of Landscape Buffer Work as part of the Fire Free Five program. Background: In the spring of 2022, the Town Council recommended that efforts should be made to bring town- owned building into compliance with the Fire Free Five concepts proposed by Vail Fire. The proposed landscape work, in conjunction with arbor work, will start that process on 11 high priority town-owned structures. See staff memo for additional information. Staff Recommendation: Authorize the Town Manager to enter into a contract with SHC Nursery and Landscape Company in an amount not to exceed $112,270 for the installation of Landscape Buffer Work as part of the Fire Free Five program. 5.Town Manager Report (10 min.) 6.Action Items 6.1 Resolution No. 43, Series of 2022 , A Resolution of the Vail Town Council Opting the Town Out from Participation in the State of Colorado Family and Medical Leave Insurance Program 15 min. Approve, approve with amendments or deny Resolution No. 43, Series of 2022 Presenter(s): Krista Miller, Human Resources and Risk Management Director and Wendy Rehnborg, Senior HR Professional Background: In November, 2020, Colorado voters approved Proposition 118, which paved the way for a state-run paid Family Medical Leave Insurance (FAMLI) program. Although the program is not effective until January 2023, the Town must decide in 2022 whether to participate in the state-run program. At the July 5, 2022 Town Council meeting, staff recommendation was to decline participation in the state-run FAMLI program and consider further analysis of town benefits where adjustments could be made to better align with the FAMLI program benefits. Staff Recommendation: Approve, approve with amendments or deny Resolution No. 43, Series of 2022 6.2 Ordinance No. 18, Series of 2022, First Reading, An Ordinance Making Budget Adjustments to the Town of Vail Real Estate Transfer Tax Fund of the 2022 Budget for the Town of Vail, Colorado, and Authorizing the Said Adjustments As Set Forth - "Booth Heights" 30 min. Approve, approve with amendments or deny Ordinance 18, TC_Memo_-_Landscape_Buffer_Work_Fire_Free_Five_9-20-22.pdf FAMLI Opt Out-R090722.docx September 2022_CO_FAMLI_Memo.pdf 2022_CO_FAMLI Town Council Presentation 09202022.pdf 4 Series of 2022 First Reading. Presenter(s): Carlie Smith, Finance Director Background: Please see attached memo. Staff Recommendation: Approve, approve with amendments or deny Ordinance 18, Series of 2022 First Reading. 6.3 Winter Parking Plan 60 min. Approve the winter 2022-2023 parking and mobility program as well as approve budget adjustments related to the winter 2022-2023 parking and mobility program. Presenter(s): Greg Hall, Director of Public Works and Transportation Background: The Parking & Mobility Task Force convened a total of six times over the summer meeting 5/26, 7/1, 7/14, 7/26, 8/5 and recently on 9/12. The final discussion was focused on a recommendation for the winter 2022-2023 season. Since presenting to the Town Council on August 16, presentations were also made to the Vail Chamber and Business Association and the Vail Economic Advisory Council. Taking the input from the three presentations, feedback received by the individual task force members and feedback the town received, the task force refined the recommendations for this coming winter season. Staff Recommendation: Approve the winter 2022-2023 parking and mobility program as well as approve budget adjustments related to the winter 2022-2023 parking and mobility program. 7.Public Hearings 7.1 Ordinance No. 17, Series of 2022, Second Reading, An Ordinance Repealing Title 3, Chapter 6:'Commission on Special Events', Vail Town Code 5 min. Approve, approve with amendments or deny Ordinance No. 17, Series of 2022 on Second Reading. Presenter(s): Mia Vlaar, Economic Development Director Background: The first reading of the ordinance to abolish the Town Code Section Title 3, Chapter 6, Commission on Special Events was passed by Town Council on September 6, 2022. No changes were made to the ordinance in the first reading. Subsequent motions were made to form the Event Funding Committee consisting of staff from the Town Managers Office, Economic Development Department and Finance Department, in addition to two members from the Committee on Special Events. The formation of the Event Funding Committee as directed is supported by Town Staff. The formation of the Event Funding Committee is administrative and does not affect the ordinance to repeal the Town Code sections. 092022 2022 3rd Budget Supplemental- Booth Heights Parcel.pdf parking memo.doc Parking and Mobility Task Force Meeting 0915221 - packet.pptx Parking Public Comment.pdf 5 8.Adjournment (8:25pm) Council Memo - 2nd reading Repeal CSE Section of Town Code.pdf CSE Ordinance Repeal 09-06-2022.pdf Meeting agendas and materials can be accessed prior to meeting day on the Town of Vail website www.vailgov.com. All town council meetings will be streamed live by High Five Access Media and available for public viewing as the meeting is happening. The meeting videos are also posted to High Five Access Media website the week following meeting day, www.highfivemedia.org. Please call 970-479-2136 for additional information. Sign language interpretation is available upon request with 48 hour notification dial 711. 6 AGENDA ITEM NO. 1.1 Item Cover Page DATE:September 20, 2022 SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Citizen Participation AGENDA SECTION:Citizen Participation (10 min.) SUBJECT:Citizen Participation SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Citizen Participation.pdf 7 From:Bob Essin To:Vail Letters; Nate Peterson; Council Dist List Subject:Re East Vail saga lands in court by Norman Dreyfuss, Edwards Date:Saturday, September 10, 2022 10:57:03 AM Booth Heights is not where it should be, not only because of the Big Horn Heard, but also because it is too far from services and jobs. Vail Resorts owns property where housing should be built. The actual development is mixed use and is being sold for profit. To the extent it is public, it will directly put money into mostly the owners of VR stock, its directors and CEO. For 50 years Vail Resorts and its predecessors did not know they owned this property, if you believe them. If that is so then it was not on the inventory of property from one owner of the mountain to the other and was not counted as an asset being sold and bought,$ZERO COST. Paying a couple of year’s of back taxes doesn’t change that. This version of the Vail Town Council is trying to stand up to the organization that is most responsible for our lack of housing for workers. I am not sure how long Norman Dreyfuss has lived here despite all of his background in Montgomery County and knowledge of public housing, but I have lived here since 1990 and have seen Vail Resorts and 2 other versions of the mountain’s owners resist and delay their responsibility to replace housing they have even torn down (eg Arrabelle). For a few years, I was a public housing Trustee in Sherman, Texas (yada, yada,yada) before I came here and I am in favor of public housing for Vail and other Eagle County workers, but not Booth Heights. Mine and I believe the other people’s resistance to this particular housing is Not NIMBY. The current Town Council is filled with many natives and experienced long time residents. Listen to them. Many of the former Town Council and Mayors and former CEO of Vail Associates that wrote the letter a few weeks ago that the Vail Daily published are quite rightly concerned about the finances and hope that this condemnation of the Booth Heights property does not do serious damage to our Vail financial situation; but many of them are the ones who did not stand up to Vail Resorts and other Vail Mountain operators that Mr. Dreyfuss complains about. This Town Council are the good guys. They know that Vail always try’s to keep a $100 Million or so in reserve and this is one time to spend it if necessary. Dreyfuss says, “There certainly must be safer places for big horn sheep to graze”, like the entire wilderness area where they currently graze except for this small parcel. Most of East Vail properties have Big Horn in the descriptions. Vail likes being a place where a herd of big horns is welcome. It may cost us though. It’s a beautiful day in Colorado, Bob Essin 4264 Columbine Way, #11 Vail, Colorado 81657 Vailbob@comcast.net 970-376-4484 Sent from my iPad 8 From:Nate Peterson To:Bob Essin; Nate Peterson; Council Dist List Subject:Re: Re East Vail saga lands in court by Norman Dreyfuss, Edwards Date:Monday, September 12, 2022 2:41:27 PM Bob, Need some clarification here: Vail Resorts owns property where housing should be built. The actual development is mixed use and is being sold for profit. Are you talking about Ever Vail? We haven't heard anything about this property coming up for sale. — Nate Peterson EDITOR d: 970.748.2929 npeterson@vaildaily.com — THE VAIL DAILY, REACHING 57,000 PEOPLE DAILY On 9/10/22, 11:56 AM, "Bob Essin" <vailbob@comcast.net> wrote: External Email. Caution. ________________________________ Booth Heights is not where it should be, not only because of the Big Horn Heard, but also because it is too far from services and jobs. Vail Resorts owns property where housing should be built. The actual development is mixed use and is being sold for profit. To the extent it is public, it will directly put money into mostly the owners of VR stock, its directors and CEO. For 50 years Vail Resorts and its predecessors did not know they owned this property, if you believe them. If that is so then it was not on the inventory of property from one owner of the mountain to the other and was not counted as an asset being sold and bought,$ZERO COST. Paying a couple of year’s of back taxes doesn’t change that. This version of the Vail Town Council is trying to stand up to the organization that is most responsible for our lack of housing for workers. I am not sure how long Norman Dreyfuss has lived here despite all of his background in Montgomery County and knowledge of public housing, but I have lived here since 1990 and have seen Vail Resorts and 2 other versions of the mountain’s owners resist and delay their responsibility to replace housing they have even torn down (eg Arrabelle). For a few years, I was a public housing Trustee in Sherman, Texas (yada, yada,yada) before I came here and I am in favor of public housing for Vail and other Eagle County workers, but not Booth Heights. Mine and I believe the other people’s resistance to this particular housing is Not NIMBY. The current Town Council is filled with many natives and experienced long time residents. Listen to them. Many of the former Town Council and Mayors and former CEO of Vail Associates that wrote the letter a few weeks ago that the Vail Daily published are quite rightly concerned about the finances and hope that this condemnation of the Booth Heights property does not do serious damage to our Vail financial situation; but many of them are the ones who did not stand up to Vail Resorts and other Vail Mountain operators that Mr. Dreyfuss complains about. This Town Council are the good guys. They know that Vail always try’s to keep a $100 Million or so in reserve and this is one time to spend it if necessary. Dreyfuss says, “There certainly must be safer places for big horn sheep to graze”, like the entire wilderness area where they currently graze except for this small parcel. Most of East Vail properties have Big Horn in the descriptions. Vail likes being a place where a herd of big horns is welcome. It may cost us though. It’s a beautiful day in Colorado, Bob Essin 4264 Columbine Way, #11 Vail, Colorado 81657 9 Vailbob@comcast.net 970-376-4484 Sent from my iPad 10 From:Sig Bjornson II AIA To:Council Dist List Subject:RE: NIMBY-ism Date:Friday, September 16, 2022 11:42:40 AM In all due respect . . . this problem of employee "affordable" housing exists because of ongoing NIMBY's. When the hell is the TOV and VR going to really to tackle the "elephant in the room"? I've been here for 28 years . . . same old elephant shit. VR abuses the "ski-bum's" for their profit, never has a solution for housing their "minimum wage" employees, and TOV tiptoes around it. Now it's about a bighorn sheep turf. Okay. I agree to keep that land as "condemed" . . . but what's TOV's proposal to defer the proposed development elsewhere? Go ahead and kick the can down to road . . . 11 From:Carol Johnson To:Council Dist List Subject:Question Date:Saturday, September 17, 2022 5:21:37 PM Hello all, I value our local work force, which I have been a part of since 1989. I am curious why you are not asking Vail voters what we think about the Booth Heights condemnation. For the record, I do not agree with your position to condemn. In fact, I think you owe it to us all to gather input, in addition to town meetings public input. I urge you to take that action ASAP. I have been the recipient of many, many surveys concerning the town and it’s future. This leads me to believe you care what I think. Why not survey this condemnation issue too? Is it because you think you know best? I beg to differ. Lastly, thank you for your service. Sincerely, Carol Johnson Sent from my iPhone 12 From:pamelas To:Council Dist List Cc:Vail Town Council Subject:Preservation of East Vail Parcel: VR Workforce Housing Site Date:Monday, September 19, 2022 10:31:35 AM Dear Mayor Langmaid and Council Members: I wish to reiterate my support for the Town to use whatever means necessary to permanently preserve and protect the site commonly known as Booth Heights or Vail Resorts’ East Vail Workforce Housing lot. Not only is the site critical to survival of the bighorn sheep herd that this year has used the land for grazing throughout the summer in addition to traditional winter use, it is unsuitable for the dense housing VR has proposed. During the many PEC and Council meetings I and others attended throughout the approval process we learned of unstable ground, rockfall danger, sub-surface water, increased traffic without a mitigation plan, and the obvious steepness of the slope and surrounding area. Sadly the representatives for the developer and VR were able to make light of these details, even stating that bighorn sheep are nocturnal so wouldn’t be bothered by increased daytime traffic! The referenced site should never have been approved for development and that error has gotten Council and the Town to the current situation. I encourage all of you to do whatever is necessary to permanently preserve this land for the community and future generations to enjoy and appreciate. Unfortunately I have a conflict and will not be able to participate in Tuesday’s meeting in- person however I will zoom in for as much of the meeting as I can. Otherwise, you can be certain that I would be there to support the preservation process in-person. Regards, Pam Stenmark Pamela Stenmark pamelas@vail.net (c) 970-376-1124 13 From:Lee Kuhlke To:Council Dist List Subject:Booth Heights Condemation Date:Monday, September 19, 2022 1:54:01 PM Dear Council I am in Denver and cannot attend the meeting or the Zoom. I fully agree with the Condemnation. This is a small parcel to Vail but a huge parcel to the Sheep. At one time, this was a sheep valley. This is all that there is left! We must protect the environment. We have the Lynx and the Elk in the back bowls protected. Surely there are other properties in the Valley for employee housing without destroying this habitat. Money can be replaced, Sheep herds cannot. I agree that we need employee housing, but not there. It would be a terrible eyesore for visitors as it would be the first thing they see as they round the curve into the valley. Vail can find some land down-valley and provide commuter buses. Thank you for your time. K. Lee Kuhlke 3011 Booth Falls Rd 14 From:Andreas Harl To:Council Dist List Subject:Thoughts in regards to several things on the agenda for 9/20 Date:Tuesday, September 20, 2022 10:37:58 AM a. I assume most of us agree that we don’t love the overcrowding of the mountain on the weekends for all the obvious reason. The parking committee, as far as we understand was formed to prevent the overcrowding of the structure and figure out a way to reduce Frontage road parking. If my assumption is correct, I wonder what a reduction in free parking time (30minutes) would do to prevent this. The only answer I can find is: Absolutely nothing In fact it appears to me that we would yet again hurt local businesses. Less people will to go lunch, yoga etc etc. aka they’ll engage in less tax revenue creating activities. Nobody comes up from Denver to ski for 2 hours and then leaves. A handful of locals might ski 3 runs but I don’t see how preventing them doing this outweighs possibly having servers loose income because less people go to lunch b. I wanted to send another reminder and ask everyone of you why you are volunteering your time to be on the town council. I assume its to serve your community and act on behalf of the majority of the residents of Vail. In regards to East Vail.. wouldn’t it be appropriate to put such a highly contested measure to a vote? We’re in a democracy and all of you are essentially unpaid volunteers. None of you are paid politicians who’ve done this for living for a long time, and I’m glad youre not. Whilst everybody appreciates that citizens like you exist that are willing and can take the time to volunteer on this board, I’d hope that everybody on this council could take a step back and ask themselves whether you’re acting on behalf of the majority of the citizens of Vail or out of your own belief of what you think should happen. Do you really want this decision to hang over your head for the rest of your lives or can you take a step back and let your citizens make an informed decision and let us unite behind something we can vote on together? Together we’re better and lately it doesn’t always seem that some of the town council is willing to listen and unfortunately puts their own beliefs ahead of that of the possible majority of its citizens. Find out in a democratic way what the majority of the citizens would like to do with this project and then act accordingly. Please. Going through with this without knowing what most of us think will leave a rift in this community for a long time. Its not about you. Its about all of us. Andreas Harl Owner, Advanced Sommelier Vail Beverage Consulting 970-688-0515 www.vailbeverage.com Sent from Mail for Windows 10 15 From:CCC To:Council Dist List Subject:Photos of Bighorn Sheep Today Date:Tuesday, September 20, 2022 4:50:16 PM Tuesday, September 20,2022 Dear Council Members, I watched four Bighorn Sheep on the contested East Vail property throughout the day today. Initially, they were at the center of the slope. Midday, they made their way west to the mineral lick above the rock fall protective trench. At 4:00 pm I could take pictures because they were near the road and on the parcel proposed for residential development. But as my granddaughter asked, “Why would someone get to build housing where someone else lives?” Please take whatever action is necessary to preserve this land for the Bighorn Sheep. Here are today’s photos: A Bighorn is by closest evergreen near East Vail I-70 exit bus stop. It’s on the wrong side of the protective fence. 16 17 I 18 Thank you. Sincerely, Charlyn Canada 2940 Manns Ranch Road Vail, CO. 81657 19 From:vailcarib To:Council Dist List Subject:Today 9/20 at approximately 1pm Directly in Aspens on proposed site Date:Tuesday, September 20, 2022 5:03:03 PM 20 21 Sent from my iPhone 22 From:Joanna Levin To:Council Dist List Subject:Housing lottery proposed changes to be addressed tomorrow in Council meeting Date:Monday, September 19, 2022 3:41:18 PM Hi, I wanted to give you my feedback ahead of the conversation tomorrow to update the lottery system. It probably sounds like a broken record but I feel like there is a huge disconnect between some of our "authorities" and the general population that lives and pays taxes in the town of Vail. The lottery has turned into a 100% a game of luck. It is discouraging to people that are trying to live and stay in this community for the long term when someone who is single and moved here yesterday has the same opportunity to buy a 3 bedroom as me, someone who has been here for 18 years, lives in a small deed restricted unit and has children who attend the elementary school in Vail and a spouse who works at the Elementary School. I know the thought is that the current process is an administrative burden and "what the point" of rewarding people for longevity, but there is a point. The town should want to reward and recognize people's contribution to the community by giving them an extra advantage at the lottery system. By allowing someone new to town with a remote job in another state to have 2 entries while someone who has lived here for 20 years has only one extra entry, you are telling those that live here that you don't value them or their contribution to the community. As you know, the housing market is a mess right now. There are many long-time locals living in rentals that could decide to sell tomorrow. I think there should be value in keeping these people here rather than allowing them the same chance as someone who has not developed connections to the community. These people should get an advantage when it comes to buying a deed restricted unit in the area. Thank you for reading this. 23 From:Pati Marsh To:Council Dist List Subject:ethics Date:Tuesday, September 20, 2022 9:11:15 AM Dear Council Members, I'm writing to urge you to adopt a code of ethics as presented to you by the Vail Homeowners Association. There's just nothing quite like ethical transparency to help keep citizens in control in a world increasingly "governed" by corporate interests. Now, more than ever, it's important that an ethics code be adopted. Thanks for the fine work you do in serving our community. I appreciate your consideration of my comments. Sincerely, Pati Marsh 24 AGENDA ITEM NO. 3.1 Item Cover Page DATE:September 20, 2022 TIME:10 min. SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Proclamation AGENDA SECTION:Proclamation SUBJECT:Proclamation No. 07, Series of 2022, National Library Card Sign- up Month and Recognizing Cricket Pylman SUGGESTED ACTION:Approve Proclamation No. 07, Series of 2022 PRESENTER(S):Lori Barnes, Director of Library Services VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: National Library Card Sign-Up Month 2022 Proclamation.docx 25 PROCLAMATION NO. 07, SERIES OF 2022 National Library Card Sign-Up Month 2022 Recognizing Cricket Pylman WHEREAS,libraries and librarians play a crucial role in the education and development of children; WHEREAS, librarians are literacy experts, offering everything from preschool story hours to summer reading clubs that sustain school-year learning; WHEREAS,librarians create welcoming and inclusive spaces for people of all backgrounds to learn together and engage with one another; WHEREAS,libraries provide a learning environment that fosters joyful exploration, encouraging students to research subjects that they are genuinely curious about; WHEREAS,librarians provide a variety of books and resources to serve everyone in the community, making knowledge and ideas available so that people have the freedom to choose what to read; WHEREAS,a library card empowers all people to pursue their dreams, explore new passions and interests, and find their voice; WHEREAS, libraries are constantly transforming to deliver new services that connect closely with community needs, even during a pandemic; and WHEREAS,we are here today to express our appreciation to Cricket Pylman, and honor her for her 17 years of service with the Town of Vail and Vail Public Library. We also honor her for her dedication to the families of Vail and to the children of the Vail community through education, early childhood literacy, and years of commitment to learning; WHEREAS,these years of service have been marked by exemplary dedication to the best interests of the children of Vail. Cricket has worked steadily for the betterment of the Vail Public Library contributing to the intellectual, educational, informational, recreational, and cultural resources of this community and its children; WHEREAS,during Cricket’s tenure, Vail Public Library has established many events, programs, and services---Tech Studio, Girls Who Code, The StoryWalk in Bighorn Park, Little Free Libraries, 1,000 Books Before Kindergarten, Touch a Truck, Ladies’ Knit Night, Kids Create, Raising a Reader, along with library visits from Red Sandstone Elementary Students as well as ongoing story times and Summer Reading Programs; WHEREAS,Cricket has served this community over the years as a model, mentor, and advocate for literacy and early childhood education for the children of Vail and Eagle County. She served as a board member on both the Family Learning Center and Eagle County Charter Academy boards; and, 26 WHEREAS, Since Cricket championed the StoryWalk in Bighorn Park, the StoryWalk will be dedicated to Cricket to honor her for her years of service to the Vail community. NOW, THEREFORE, the Vail Town Council do hereby proclaim September Library Card Sign- up Month in Vail, CO and encourage everyone to sign up for their own library card today. We also want to express our sincere appreciation to Cricket for her loyalty to the Town of Vail and to Vail Public Library over the past 17 years and wish her much happiness in her upcoming adventures. Dated this 20th day of September 2022. Vail Town Council Attest: ___________________________ Kim Langmaid, Mayor Stephanie Bibbens, Town Clerk 27 AGENDA ITEM NO. 4.1 Item Cover Page DATE:September 20, 2022 SUBMITTED BY:George Ruther, Housing ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (5 min.) SUBJECT:Resolution No. 44, Series of 2022, a Resolution Approving the Purchase of the Residential Property known as Matterhorn Inn, Unit 10, 1552 Matterhorn Circle, Vail, CO 81657 SUGGESTED ACTION:Approve Resolution No. 44, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn, Unit 10, 1552 Matterhorn Circle, Vail, CO 81657. STAFF RECOMMENDATION:Approve Resolution No. 44, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn, Unit 10, 1552 Matterhorn Circle, Vail, CO 81657. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Resolution No. 44 Series of 2022 Matterhorn Inn Unit 10 09202022.doc Exhibit A 28 Resolution No. 44, Series of 2022 RESOLUTION NO. 44 SERIES OF 2022 A RESOLUTION APPROVING THE PURCHASE OF THE RESIDENTIAL PROPERTY KNOWN AS MATTERHORN INN UNIT 10, 1552 MATTERHORN CIRCLE, VAIL, COLORADO 81657 WHEREAS, Justin C. Ritts Living Trust (Owner”) is the owner of certain the real property described as Matterhorn Inn, Unit 10, 1552 Matterhorn Circle, Vail, Colorado 81657 (the "Property"); and WHEREAS, the Town wishes to purchase the Property from Owner subject 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: Section 1.The Town Council hereby approves the Contract in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney and authorizes the appropriations of the funds necessary to complete the real estate transaction. Section 2.This Resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPTED this 20 th day of September, 2022. ________________________________ Kimberly Langmaid, Mayor ATTEST: _________________________________ Stephanie Bibbens, Town Clerk 29 Resolution No. 44, Series of 2022 30 Date: 9/15/2022 Berkshire Hathaway HomeServices Colorado Properties Danean Boukather Ph: 970-476-2482 Fax: 970-476-6499 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-6-21) (Mandatory 1-22) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) AGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 2. PARTIES AND PROPERTY. 2.1. Buyer. Town of Vail (Buyer) will take title to the Property described below as Joint Tenants Tenants In Common Other TBD. 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 2.3. Seller. JUSTIN C. RITTS LIVING TRUST (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Eagle, Colorado (insert legal description): MATTERHORN INN Unit: 10 known as: 1552 Matterhorn Circle, 10 Vail, CO 81657 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions – Attached. If attached to the Property on the date of this Contract, the following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers (including 0 remote controls). If checked, the following are owned by the Seller and included: Solar Panels Water Softeners Security Systems Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7. (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Inclusions – Not Attached. If on the Property, whether attached or not, on the date of this Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 1 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 31 included in the Purchase Price: Built-In Electric Oven; Dishwasher; Microwave/Hood Combo; Refrigerator; Washer/Dryer If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal property outside of this Contract. 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and encumbrances, except: n/a 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: 2 assigned spots; and the use or ownership of the following storage facilities: n/a Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate. 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer at Closing (Leased Items): n/a 2.6. Exclusions. The following items are excluded (Exclusions): n/a 2.7. Water Rights/Well Rights. 2.7.1. Deeded Water Rights. The following legally described water rights: n/a Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: n/a 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is n/a. 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: n/a 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.7.6. Water Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 3. DATES, DEADLINES AND APPLICABILITY. 3.1. Dates and Deadlines. Item No.Reference Event Date or Deadline 1 § 3 Time of Day Deadline n/a 2 § 4 Alternative Earnest Money Deadline 5 Day`s after MEC CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 2 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 32 Tuesday Tuesday Tuesday Tuesday Monday Monday Tuesday Friday Tuesday Wednesday Tuesday Thursday Monday Title 3 § 8 Record Title Deadline (and Tax Certificate)9/27/2022 4 § 8 Record Title Objection Deadline 10/4/2022 5 § 8 Off-Record Title Deadline 9/20/2022 6 § 8 Off-Record Title Objection Deadline 10/4/2022 7 § 8 Title Resolution Deadline 10/10/2022 8 § 8 Third Party Right to Purchase/Approve Deadline 10/10/2022 Owners' Association 9 § 7 Association Documents Deadline 9/27/2022 10 § 7 Association Documents Termination Deadline 9/30/2022 Seller's Disclosures 11 § 10 Seller’s Property Disclosure Deadline 9/27/2022 12 § 10 Lead-Based Paint Disclosure Deadline n/a Loan and Credit 13 § 5 New Loan Application Deadline n/a 14 § 5 New Loan Terms Deadline n/a 15 § 5 New Loan Availability Deadline n/a 16 § 5 Buyer’s Credit Information Deadline n/a 17 § 5 Disapproval of Buyer’s Credit Information Deadline n/a 18 § 5 Existing Loan Deadline n/a 19 § 5 Existing Loan Termination Deadline n/a 20 § 5 Loan Transfer Approval Deadline n/a 21 § 4 Seller or Private Financing Deadline n/a Appraisal 22 § 6 Appraisal Deadline n/a 23 § 6 Appraisal Objection Deadline n/a 24 § 6 Appraisal Resolution Deadline n/a Survey 25 § 9 New ILC or New Survey Deadline n/a 26 § 9 New ILC or New Survey Objection Deadline n/a 27 § 9 New ILC or New Survey Resolution Deadline n/a Inspection and Due diligence 28 § 2 Water Rights Examination Deadline n/a 29 § 8 Mineral Rights Examination Deadline n/a 30 § 10 Inspection Termination Deadline 10/5/2022 31 § 10 Inspection Objection Deadline n/a 32 § 10 Inspection Resolution Deadline n/a 33 § 10 Property Insurance Termination Deadline 10/4/2022 34 § 10 Due Diligence Documents Delivery Deadline 9/29/2022 35 § 10 Due Diligence Documents Objection Deadline 10/3/2022 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 3 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 33 Thursday Tuesday Tuesday Friday 745,000.00 25,000.00 36 § 10 Due Diligence Documents Resolution Deadline 10/6/2022 37 § 10 Conditional Sale Deadline n/a 38 § 10 Lead-Based Paint Termination Deadline n/a Closing and Possession 39 § 12 Closing Date 10/18/2022 40 § 17 Possession Date 10/18/2022 41 § 17 Possession Time Delivery of deed 42 § 27 Acceptance Deadline Date 9/16/2022 43 § 27 Acceptance Deadline Time 4:00 PM(MST) 44 n/a n/a n/a 45 n/a n/a n/a Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA insured or VA guaranteed loans. 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with “N/A”, or the word “Deleted,” such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of “None”, such provision means that “None” applies. The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The abbreviation “N/A” as used in this Contract means not applicable. 3.3. Day; Computation of Period of Days; Deadlines. 3.3.1. Day. As used in this Contract, the term “day” means the entire day ending at 11:59 p.m., United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank or “N/A” the deadlines will expire at 11:59 p.m., United States Mountain Time. 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the ending date is not specified, the first day is excluded and the last day is included. 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline Will Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 4. PURCHASE PRICE AND TERMS. 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 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 n/a n/a $ CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 4 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 34 720,000.00 745,000.00 745,000.00 8 n/a n/a $ 9 § 4.4.Cash at Closing $ 10 Total $$ 4.2. Seller Concession. At Closing, Seller will credit to Buyer $n/a (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer’s lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Good funds, will be payable to and held by Sellers choice of Title Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller’s receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer’s receipt. 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in “If Seller is in Default”, § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default. 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in “If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 4.4. Form of Funds; Time of Payment; Available Funds. 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller’s check and cashier’s check (Good Funds). 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, Does Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 4.5. New Loan. (Omitted as inapplicable) 4.6. Assumption. (Omitted as inapplicable) 4.7. Seller or Private Financing. (Omitted as inapplicable) CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 5 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 35 TRANSACTION PROVISIONS 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 5.3. Credit Information. (Omitted as inapplicable) 5.4. Existing Loan Review. (Omitted as inapplicable) 6. APPRAISAL PROVISIONS. 6.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline: 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised value of the Property of not less than $n/a. The purchaser (Buyer) shall have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy himself/herself/themselves that the price and condition of the Property are acceptable. 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller’s receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the satisfaction of the Lender Property Requirements is waived in writing by Buyer. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 6 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 36 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender’s agent or all three. 7. OWNERS’ ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest Communities and subject to one or more declarations (Association). 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS’ ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon Buyer’s receipt of the Association Documents, regardless of who provides such documents. 7.3. Association Documents. Association documents (Association Documents) consist of the following: 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under § 38-33.3-209.5, C.R.S.; 7.3.2. Minutes of: (1) the annual owners’ or members’ meeting and (2) any executive boards’ or managers’ meetings; such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 7.3.3. List of all Association insurance policies as provided in the Association’s last Annual Disclosure, including, but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 7.3.4. A list by unit type of the Association’s assessments, including both regular and special assessments as disclosed in the Association’s last Annual Disclosure; 7.3.5. The Association’s most recent financial documents which consist of: (1) the Association’s operating budget for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for the fiscal year immediately preceding the Association’s last Annual Disclosure, (3) the results of the Association’s most recent available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the Association’s community association manager or Association will charge in connection with the Closing including, but not limited to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 7 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 37 or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3.5., collectively, Financial Documents); 7.3.6. Any written notice from the Association to Seller of a “construction defect action” under § 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or limited common elements of the Association property. 7.4. Conditional on Buyer’s Review. Buyer has the right to review the Association Documents. Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer’s sole subjective discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before ten days after Buyer’s receipt of the Association Documents. If Buyer does not receive the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 8.1. Evidence of Record Title. 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company to furnish the owner’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 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 and delivered to Buyer as soon as practicable at or after Closing. 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record Title Deadline, Buyer must furnish to Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 8.1.3. Owner’s Extended Coverage (OEC). The Title Commitment Will Will Not contain Owner’s Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens, (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by Buyer Seller One-Half by Buyer and One-Half by Seller Other n/a. Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, Resolution). 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents). 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 8 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 38 documents required in this Section will be at the expense of the party or parties obligated to pay for the owner’s title insurance policy. 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline. 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 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 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which Seller has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer’s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title), in Buyer’s sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 8.5. Tax Certificate. A tax certificate paid for by Seller Buyer, for the Property listing any special taxing districts that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may terminate, on or before Record Title CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 9 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 39 Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before ten days after Buyer’s receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the provisions of the Tax Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to Terminate under this provision. If Buyer’s loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax Certificate, the Tax Certificate will be paid for by Seller. 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the third-party holder of such right exercises its right this Contract will terminate. If the third party’s right to purchase is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer’s sole subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off-Record Title), § 8.5. (Special Taxing District) and § 13 (Transfer of Title). If Buyer exercises Buyer’s rights to object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the following options: 8.7.1. Title Objection, Resolution. If Seller receives Buyer’s written notice objecting to any title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer’s written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. (Off-Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer’s receipt of the applicable documents; or 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer’s sole subjective discretion. 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various laws and governmental regulations concerning land use, development and environmental matters. 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 10 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 40 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION. 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or not covered by the owner’s title insurance policy. 8.9. Mineral Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 9. NEW ILC, NEW SURVEY. 9.1. New ILC or New Survey. If the box is checked, (1) New Improvement Location Certificate (New ILC); or, (2) New Survey in the form of n/a; is required and the following will apply: 9.1.1. Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The 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 after the date of this Contract. 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 Closing, by: Seller Buyer or: n/a 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of the opinion of title if an Abstract of Title) and n/a will receive a New ILC or New Survey on or before New ILC or New Survey Deadline. 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13: 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). DISCLOSURE, INSPECTION AND DUE DILIGENCE CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 11 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 41 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF WATER. 10.1. Seller’s Property Disclosure. On or before Seller’s Property Disclosure Deadline , Seller agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission’s Seller’s Property Disclosure form completed by Seller to Seller’s actual knowledge and current as of the date of this Contract. 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of Closing or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property to Buyer in an “As Is” condition, “Where Is” and “With All Faults.” 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer’s expense. If (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer’s sole subjective discretion, Buyer may: 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver an Inspection Objection. Buyer’s Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Inspection Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by executing an Earnest Money Release. 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection Resolution. 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance (Property Insurance) on the Property, in Buyer’s sole subjective discretion. 10.6. Due Diligence. 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 12 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 42 and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline: 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): n/a 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will Not assume the Seller’s obligations under such leases for the Leased Items (§ 2.5.7., Leased Items). 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will Not assume the debt on the Encumbered Inclusions (§ 2.5.4., Encumbered Inclusions). 10.6.1.4. Other Documents. Other documents and information: n/a 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer’s sole subjective discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Due Diligence Documents Objection before such termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline). 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property owned by Buyer and commonly known as None. Buyer has the Right to Terminate under § 24.1. effective upon Seller’s receipt of Buyer’s Notice to Terminate on or before Conditional Sale Deadline if such property 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 Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer Does Does Not acknowledge receipt of a copy of Seller’s Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property. There is No Well. Buyer Does Does Not acknowledge receipt of a copy of the current well permit. Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER’S WATER SUPPLIES. 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 10.10. Lead-Based Paint. 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or more residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 13 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 43 Paint Disclosure (Sales) form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the Lead-Based Paint Disclosure, or Buyer may exercise Buyer’s Right to Terminate under § 24.1. by Seller’s receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has a Right to Terminate under § 24.1. by Seller’s receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. Buyer may elect to waive Buyer’s right to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the condition of the Property relative to any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code. 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller’s receipt of Buyer’s written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer’s test results that indicate the Property has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] Closing Provisions 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer’s lender is required to provide the Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer’s loan. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 12.2. Closing Instructions. Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with this Contract. 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to deliver a set of keys for the Property to Buyer. The hour and place of Closing will be as designated by Title company. 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 14 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 44 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer must assume Seller’s obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to § 2.5.7. (Leased Items). 13. TRANSFER OF TITLE. Subject to Buyer’s compliance with the terms and provisions of this Contract, including the tender of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: special warranty deed general warranty deed bargain and sale deed quit claim deed personal representative’s deed n/a deed. Seller, provided another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general warranty deed, title will be conveyed “subject to statutory exceptions” as defined in §38-30-113(5)(a), C.R.S. 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special improvements installed as of the date of Buyer’s signature hereon, whether assessed or not, and previous years’ taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or from any other source. 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND WITHHOLDING. 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer’s loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this Section, the fees will be paid for by Seller. 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller Other n/a. 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association’s Status Letter must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.2. Record Change Fee. Any Record Change Fee must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or working capital due at Closing must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed $n/a for: Water Stock/Certificates Water District CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 15 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 45 Augmentation Membership Small Domestic Water Company n/a and must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.9. FIRPTA and Colorado Withholding. 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller’s proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the amount of the Seller’s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a foreign 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 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s foreign person status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or if an exemption exists. 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller’s proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or if an exemption exists. 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption or Other n/a 16.1.2. Rents. Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in writing of such transfer and of the transferee’s name and address. 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and n/a 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final. 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer’s signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special assessments against the Property except the current regular assessments and n/a Association Assessments are subject to change as provided in the Governing Documents. 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any Post-Closing Occupancy Agreement. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 16 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 46 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 300.00 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. Buyer represents that Buyer will occupy the Property as Buyer’s principal residence unless the following box is checked, then Buyer Does Not represent that Buyer will occupy the Property as Buyer’s principal residence. If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. General Provisions 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 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 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller’s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller’s insurance company and Buyer’s lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller’s sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller’s right for any claim against the Association, if any, will survive Closing. 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer’s sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 18.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 17 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 47 complies with this Contract. 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions. 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must be complied with. 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party has the following remedies: 20.1. If Buyer is in Default: 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 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 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is checked. Seller may 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 the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER’S ONLY REMEDY for Buyer’s failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 20.2. If Seller is in Default: 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both. 20.2.2. Seller’s Failure to Perform. In the event Seller fails to perform Seller’s obligations under this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such failures to perform under this Contract after Closing. Buyer’s rights to pursue the Seller for Seller’s failure to perform under this Contract are reserved and survive Closing. 21. 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. 22. 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 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 18 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 48 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 § 26). 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. 23. 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 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 § 22 (Mediation). This Section will survive cancellation or termination of this Contract. 24. TERMINATION. 24.1. 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. 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received hereunder is timely returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. and 21. 25. 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. 26. NOTICE, DELIVERY AND CHOICE OF LAW. 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in § 26.2. 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). 26.2. 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, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 19 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 49 electronic address of the recipient by facsimile, email or Interner/electronic signatures. 26.3. 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. 26.4. 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. 27. 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 § 26 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. 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 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 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 1. This Contract to Buy and Sell Real Estate is conditioned and contingent upon the Vail Town Council granting authorization to proceed with the purchase of the Property described in Section 1, subject to the terms of the Contract. Authorization to proceed shall be by consideration of a Vail Town Council Resolution on September 20, 2022." and "Section 15.4. Local Transfer Tax: The buyer, The Town of Vail, agrees to forgo the 1% Town of Vail Transfer Tax on the sale of this property. Both Buyer and Seller shall have no obligation to pay the 1% Town of Vail Transfer Tax at the time of closing. 2. Property will be professionally cleaned prior to closing day. 3. A inventory list will be provided prior to closing. 30. OTHER DOCUMENTS. 30.1. Documents Part of Contract. The following documents are a part of this Contract: 30.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in § 17 the Post-Closing Occupancy Agreement is a part of this Contract. n/a 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 20 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 50 n/a Signatures Date:9/15/2022 Buyer: Town of Vail By: Stan Zemler, Town Manager [NOTE: If this offer is being countered or rejected, do not sign this document.] Date:9/16/2022 Seller: JUSTIN C. RITTS LIVING TRUST By: Justin Ritts END OF CONTRACT TO BUY AND SELL REAL ESTATE BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. 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 § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a Buyer’s Agent Transaction-Broker in this transaction. Customer. Broker has no brokerage relationship with Buyer. See § B for Broker’s brokerage relationship with Seller. Brokerage Firm’s compensation or commission is to be paid by Listing Brokerage Firm Buyer Other Berkshire Hathaway Home Services Colorado Properties. This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 21 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 51 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm’s Name: Berkshire Hathaway HomeServices Colorado Properties Brokerage Firm’s License #: EC 28210 Date:9/15/2022 Broker’s Name: Danean Boukather Broker’s License #: FA100000608 Address: 511 E Lionshead Cir Vail, CO 81657 Ph:970-476-2482 Fax: 970-476-6499 Email Address: danean@bhhsvail.net B. 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 § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a Seller’s Agent Transaction-Broker in this transaction. Customer. Broker has no brokerage relationship with Seller. See § A for Broker’s brokerage relationship with Buyer. Brokerage Firm’s compensation or commission is to be paid by Seller Buyer Other . This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm’s Name: Berkshire Hathaway HomeServices Colorado Propertie Brokerage Firm’s License #: EC 28210 Date:9/16/2022 Broker’s Name: Kevin Denton Broker’s License #: Address: 225 Wall Street, Suite 200 Vail, CO 81657 Ph: 970-476-0476 Fax: 970-476-2212 Email Address: kevin@vaildenton.com CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 22 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 52 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eContracts - ©2022 MRI Software LLC - All Rights Reserved CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 23 of 23 9/16/2022 2:40:31 PM CTMeContracts.com - ©2022 CTM Software Corp. 53 AGENDA ITEM NO. 4.2 Item Cover Page DATE:September 20, 2022 SUBMITTED BY:George Ruther, Housing ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (5 min.) SUBJECT:Resolution No. 45, Series of 2022, a Resolution Approving the Purchase of the Residential Property known as Matterhorn Inn Unit 2, 1552 Matterhorn Circle, Vail, CO 81657 SUGGESTED ACTION:Approve Resolution No. 45, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn Unit 2, 1552 Matterhorn Circle, Vail, CO 81657. STAFF RECOMMENDATION:Approve Resolution No. 45, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed $745,000.00, the purchase of Matterhorn Inn Unit 2, 1552 Matterhorn Circle, Vail, CO 81657. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Resolution No. 45 Series of 2022 Matterhorn Inn Unit 2 09202022.doc Exhibit A 54 Resolution No.45, Series of 2022 RESOLUTION NO. 45 SERIES OF 2022 A RESOLUTION APPROVING THE PURCHASE OF THE RESIDENTIAL PROPERTY KNOWN AS MATTERHORN INN UNIT 2, 1552 MATTERHORN CIRCLE, VAIL, COLORADO 81657 WHEREAS, MI2 Investments, LLC (Owner”) is the owner of certain the real property described as Matterhorn Inn, Unit 2, 1552 Matterhorn Circle, Vail, Colorado81657 (the "Property"); and WHEREAS, the Town wishes to purchase the Property from Owner subject 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: Section 1.The Town Council hereby approves the Contract in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney and authorizes the appropriations of the funds necessary to complete the real estate transaction. Section 2.This Resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPTED this 20 th day of September, 2022. ________________________________ Kimberly Langmaid, Mayor ATTEST: _________________________________ Stephanie Bibbens, Town Clerk 55 Resolution No.45, Series of 2022 56 Date: 9/15/2022 Berkshire Hathaway HomeServices Colorado Properties Danean Boukather Ph: 970-476-2482 Fax: 970-476-6499 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-6-21) (Mandatory 1-22) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) AGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 2. PARTIES AND PROPERTY. 2.1. Buyer. Town of Vail (Buyer) will take title to the Property described below as Joint Tenants Tenants In Common Other TBD. 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 2.3. Seller. MI2 INVESTMENTS LLC (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Eagle, Colorado (insert legal description): MATTERHORN INN Unit: 2 known as: 1552 Matterhorn Circle, 2 Vail, CO 81657 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions – Attached. If attached to the Property on the date of this Contract, the following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers (including NONE remote controls). If checked, the following are owned by the Seller and included: Solar Panels Water Softeners Security Systems Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7. (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Inclusions – Not Attached. If on the Property, whether attached or not, on the date of this Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the Purchase Price: CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 1 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 57 Built-In Gas Oven; Cooktop; Dishwasher; Disposal; Microwave/Hood Combo; Range; Refrigerator; Washer/Dryer If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal property outside of this Contract. 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and encumbrances, except: n/a 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: 2 ASSIGNED IN PARKING LOT; and the use or ownership of the following storage facilities: N/A Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate. 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer at Closing (Leased Items): n/a 2.6. Exclusions. The following items are excluded (Exclusions): n/a 2.7. Water Rights/Well Rights. 2.7.1. Deeded Water Rights. The following legally described water rights: N/A Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing. 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: n/a 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is N/A. 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: n/a 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.7.6. Water Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 3. DATES, DEADLINES AND APPLICABILITY. 3.1. Dates and Deadlines. Item No.Reference Event Date or Deadline 1 § 3 Time of Day Deadline n/a 2 § 4 Alternative Earnest Money Deadline 5 Day`s after MEC CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 2 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 58 Tuesday Tuesday Tuesday Tuesday Monday Monday Tuesday Friday Tuesday Wednesday Tuesday Thursday Monday Title 3 § 8 Record Title Deadline (and Tax Certificate)9/27/2022 4 § 8 Record Title Objection Deadline 10/4/2022 5 § 8 Off-Record Title Deadline 9/20/2022 6 § 8 Off-Record Title Objection Deadline 10/4/2022 7 § 8 Title Resolution Deadline 10/10/2022 8 § 8 Third Party Right to Purchase/Approve Deadline 10/10/2022 Owners' Association 9 § 7 Association Documents Deadline 9/27/2022 10 § 7 Association Documents Termination Deadline 9/30/2022 Seller's Disclosures 11 § 10 Seller’s Property Disclosure Deadline 9/27/2022 12 § 10 Lead-Based Paint Disclosure Deadline n/a Loan and Credit 13 § 5 New Loan Application Deadline n/a 14 § 5 New Loan Terms Deadline n/a 15 § 5 New Loan Availability Deadline n/a 16 § 5 Buyer’s Credit Information Deadline n/a 17 § 5 Disapproval of Buyer’s Credit Information Deadline n/a 18 § 5 Existing Loan Deadline n/a 19 § 5 Existing Loan Termination Deadline n/a 20 § 5 Loan Transfer Approval Deadline n/a 21 § 4 Seller or Private Financing Deadline n/a Appraisal 22 § 6 Appraisal Deadline n/a 23 § 6 Appraisal Objection Deadline n/a 24 § 6 Appraisal Resolution Deadline n/a Survey 25 § 9 New ILC or New Survey Deadline n/a 26 § 9 New ILC or New Survey Objection Deadline n/a 27 § 9 New ILC or New Survey Resolution Deadline n/a Inspection and Due diligence 28 § 2 Water Rights Examination Deadline n/a 29 § 8 Mineral Rights Examination Deadline n/a 30 § 10 Inspection Termination Deadline 10/5/2022 31 § 10 Inspection Objection Deadline n/a 32 § 10 Inspection Resolution Deadline n/a 33 § 10 Property Insurance Termination Deadline 10/4/2022 34 § 10 Due Diligence Documents Delivery Deadline 9/29/2022 35 § 10 Due Diligence Documents Objection Deadline 10/3/2022 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 3 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 59 Thursday Tuesday Tuesday Friday 745,000.00 25,000.00 36 § 10 Due Diligence Documents Resolution Deadline 10/6/2022 37 § 10 Conditional Sale Deadline n/a 38 § 10 Lead-Based Paint Termination Deadline n/a Closing and Possession 39 § 12 Closing Date 10/18/2022 40 § 17 Possession Date 10/18/2022 41 § 17 Possession Time Delivery of deed 42 § 27 Acceptance Deadline Date 9/16/2022 43 § 27 Acceptance Deadline Time 4:00 PM(MST) 44 n/a n/a n/a 45 n/a n/a n/a Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA insured or VA guaranteed loans. 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with “N/A”, or the word “Deleted,” such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of “None”, such provision means that “None” applies. The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The abbreviation “N/A” as used in this Contract means not applicable. 3.3. Day; Computation of Period of Days; Deadlines. 3.3.1. Day. As used in this Contract, the term “day” means the entire day ending at 11:59 p.m., United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank or “N/A” the deadlines will expire at 11:59 p.m., United States Mountain Time. 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the ending date is not specified, the first day is excluded and the last day is included. 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline Will Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 4. PURCHASE PRICE AND TERMS. 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 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 n/a n/a $ CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 4 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 60 720,000.00 745,000.00 745,000.00 8 n/a n/a $ 9 § 4.4.Cash at Closing $ 10 Total $$ 4.2. Seller Concession. At Closing, Seller will credit to Buyer $n/a (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer’s lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Good Funds, will be payable to and held by Sellers choice of Title Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller’s receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer’s receipt. 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in “If Seller is in Default”, § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default. 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in “If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 4.4. Form of Funds; Time of Payment; Available Funds. 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller’s check and cashier’s check (Good Funds). 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, Does Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 4.5. New Loan. (Omitted as inapplicable) 4.6. Assumption. (Omitted as inapplicable) 4.7. Seller or Private Financing. (Omitted as inapplicable) CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 5 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 61 TRANSACTION PROVISIONS 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 5.3. Credit Information. (Omitted as inapplicable) 5.4. Existing Loan Review. (Omitted as inapplicable) 6. APPRAISAL PROVISIONS. 6.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline: 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised value of the Property of not less than $n/a. The purchaser (Buyer) shall have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy himself/herself/themselves that the price and condition of the Property are acceptable. 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller’s receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the satisfaction of the Lender Property Requirements is waived in writing by Buyer. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 6 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 62 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender’s agent or all three. 7. OWNERS’ ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest Communities and subject to one or more declarations (Association). 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS’ ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon Buyer’s receipt of the Association Documents, regardless of who provides such documents. 7.3. Association Documents. Association documents (Association Documents) consist of the following: 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under § 38-33.3-209.5, C.R.S.; 7.3.2. Minutes of: (1) the annual owners’ or members’ meeting and (2) any executive boards’ or managers’ meetings; such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 7.3.3. List of all Association insurance policies as provided in the Association’s last Annual Disclosure, including, but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 7.3.4. A list by unit type of the Association’s assessments, including both regular and special assessments as disclosed in the Association’s last Annual Disclosure; 7.3.5. The Association’s most recent financial documents which consist of: (1) the Association’s operating budget for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for the fiscal year immediately preceding the Association’s last Annual Disclosure, (3) the results of the Association’s most recent available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the Association’s community association manager or Association will charge in connection with the Closing including, but not limited to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 7 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 63 or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3.5., collectively, Financial Documents); 7.3.6. Any written notice from the Association to Seller of a “construction defect action” under § 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or limited common elements of the Association property. 7.4. Conditional on Buyer’s Review. Buyer has the right to review the Association Documents. Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer’s sole subjective discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before ten days after Buyer’s receipt of the Association Documents. If Buyer does not receive the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 8.1. Evidence of Record Title. 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company to furnish the owner’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 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 and delivered to Buyer as soon as practicable at or after Closing. 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record Title Deadline, Buyer must furnish to Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 8.1.3. Owner’s Extended Coverage (OEC). The Title Commitment Will Will Not contain Owner’s Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens, (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by Buyer Seller One-Half by Buyer and One-Half by Seller Other n/a. Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, Resolution). 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents). 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 8 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 64 documents required in this Section will be at the expense of the party or parties obligated to pay for the owner’s title insurance policy. 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline. 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 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 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which Seller has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer’s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title), in Buyer’s sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. 8.5. Tax Certificate. A tax certificate paid for by Seller Buyer, for the Property listing any special taxing districts that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may terminate, on or before Record Title CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 9 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 65 Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before ten days after Buyer’s receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the provisions of the Tax Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to Terminate under this provision. If Buyer’s loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax Certificate, the Tax Certificate will be paid for by Seller. 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the third-party holder of such right exercises its right this Contract will terminate. If the third party’s right to purchase is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer’s sole subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off-Record Title), § 8.5. (Special Taxing District) and § 13 (Transfer of Title). If Buyer exercises Buyer’s rights to object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the following options: 8.7.1. Title Objection, Resolution. If Seller receives Buyer’s written notice objecting to any title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer’s written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. (Off-Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer’s receipt of the applicable documents; or 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer’s sole subjective discretion. 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various laws and governmental regulations concerning land use, development and environmental matters. 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 10 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 66 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION. 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or not covered by the owner’s title insurance policy. 8.9. Mineral Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 9. NEW ILC, NEW SURVEY. 9.1. New ILC or New Survey. If the box is checked, (1) New Improvement Location Certificate (New ILC); or, (2) New Survey in the form of n/a; is required and the following will apply: 9.1.1. Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The 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 after the date of this Contract. 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 Closing, by: Seller Buyer or: n/a 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of the opinion of title if an Abstract of Title) and n/a will receive a New ILC or New Survey on or before New ILC or New Survey Deadline. 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13: 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). DISCLOSURE, INSPECTION AND DUE DILIGENCE CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 11 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 67 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF WATER. 10.1. Seller’s Property Disclosure. On or before Seller’s Property Disclosure Deadline , Seller agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission’s Seller’s Property Disclosure form completed by Seller to Seller’s actual knowledge and current as of the date of this Contract. 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of Closing or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property to Buyer in an “As Is” condition, “Where Is” and “With All Faults.” 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer’s expense. If (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer’s sole subjective discretion, Buyer may: 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver an Inspection Objection. Buyer’s Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Inspection Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by executing an Earnest Money Release. 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection Resolution. 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance (Property Insurance) on the Property, in Buyer’s sole subjective discretion. 10.6. Due Diligence. 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 12 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 68 and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline: 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): None 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will Not assume the Seller’s obligations under such leases for the Leased Items (§ 2.5.7., Leased Items). 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will Not assume the debt on the Encumbered Inclusions (§ 2.5.4., Encumbered Inclusions). 10.6.1.4. Other Documents. Other documents and information: n/a 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer’s sole subjective discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Due Diligence Documents Objection before such termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline). 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property owned by Buyer and commonly known as None. Buyer has the Right to Terminate under § 24.1. effective upon Seller’s receipt of Buyer’s Notice to Terminate on or before Conditional Sale Deadline if such property 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 Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer Does Does Not acknowledge receipt of a copy of Seller’s Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property. There is No Well. Buyer Does Does Not acknowledge receipt of a copy of the current well permit. Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER’S WATER SUPPLIES. 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 10.10. Lead-Based Paint. 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or more residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 13 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 69 Paint Disclosure (Sales) form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the Lead-Based Paint Disclosure, or Buyer may exercise Buyer’s Right to Terminate under § 24.1. by Seller’s receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has a Right to Terminate under § 24.1. by Seller’s receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. Buyer may elect to waive Buyer’s right to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the condition of the Property relative to any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code. 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller’s receipt of Buyer’s written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer’s test results that indicate the Property has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] Closing Provisions 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer’s lender is required to provide the Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer’s loan. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 12.2. Closing Instructions. Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with this Contract. 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to deliver a set of keys for the Property to Buyer. The hour and place of Closing will be as designated by Title company. 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 14 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 70 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer must assume Seller’s obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to § 2.5.7. (Leased Items). 13. TRANSFER OF TITLE. Subject to Buyer’s compliance with the terms and provisions of this Contract, including the tender of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: special warranty deed general warranty deed bargain and sale deed quit claim deed personal representative’s deed n/a deed. Seller, provided another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general warranty deed, title will be conveyed “subject to statutory exceptions” as defined in §38-30-113(5)(a), C.R.S. 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special improvements installed as of the date of Buyer’s signature hereon, whether assessed or not, and previous years’ taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or from any other source. 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND WITHHOLDING. 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer’s loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this Section, the fees will be paid for by Seller. 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller Other n/a. 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association’s Status Letter must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.2. Record Change Fee. Any Record Change Fee must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or working capital due at Closing must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed $n/a for: Water Stock/Certificates Water District CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 15 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 71 Augmentation Membership Small Domestic Water Company n/a and must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.9. FIRPTA and Colorado Withholding. 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller’s proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the amount of the Seller’s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a foreign 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 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s foreign person status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or if an exemption exists. 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller’s proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or if an exemption exists. 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption or Other n/a 16.1.2. Rents. Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in writing of such transfer and of the transferee’s name and address. 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and n/a 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final. 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer’s signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special assessments against the Property except the current regular assessments and n/a Association Assessments are subject to change as provided in the Governing Documents. 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any Post-Closing Occupancy Agreement. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 16 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 72 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 300.00 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. Buyer represents that Buyer will occupy the Property as Buyer’s principal residence unless the following box is checked, then Buyer Does Not represent that Buyer will occupy the Property as Buyer’s principal residence. If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. General Provisions 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 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 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller’s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller’s insurance company and Buyer’s lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller’s sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller’s right for any claim against the Association, if any, will survive Closing. 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer’s sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 18.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 17 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 73 complies with this Contract. 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions. 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must be complied with. 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party has the following remedies: 20.1. If Buyer is in Default: 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 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 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is checked. Seller may 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 the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER’S ONLY REMEDY for Buyer’s failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 20.2. If Seller is in Default: 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both. 20.2.2. Seller’s Failure to Perform. In the event Seller fails to perform Seller’s obligations under this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such failures to perform under this Contract after Closing. Buyer’s rights to pursue the Seller for Seller’s failure to perform under this Contract are reserved and survive Closing. 21. 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. 22. 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 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 18 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 74 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 § 26). 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. 23. 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 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 § 22 (Mediation). This Section will survive cancellation or termination of this Contract. 24. TERMINATION. 24.1. 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. 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received hereunder is timely returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. and 21. 25. 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. 26. NOTICE, DELIVERY AND CHOICE OF LAW. 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in § 26.2. 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). 26.2. 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, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 19 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 75 electronic address of the recipient by facsimile, email or Interner/electronic signatures. 26.3. 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. 26.4. 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. 27. 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 § 26 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. 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 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 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 1. This Contract to Buy and Sell Real Estate is conditioned and contingent upon the Vail Town Council granting authorization to proceed with the purchase of the Property described in Section 1, subject to the terms of the Contract. Authorization to proceed shall be by consideration of a Vail Town Council Resolution on September 20, 2022." and "Section 15.4. Local Transfer Tax: The buyer, The Town of Vail, agrees to forgo the 1% Town of Vail Transfer Tax on the sale of this property. Both Buyer and Seller shall have no obligation to pay the 1% Town of Vail Transfer Tax at the time of closing. 2. Property will be professionally cleaned prior to closing day. 3. A inventory list will be provided prior to closing. 30. OTHER DOCUMENTS. 30.1. Documents Part of Contract. The following documents are a part of this Contract: 30.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in § 17 the Post-Closing Occupancy Agreement is a part of this Contract. n/a 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 20 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 76 n/a Signatures Date:9/15/2022 Buyer: Town of Vail By: Stan Zemler, Town Manager [NOTE: If this offer is being countered or rejected, do not sign this document.] Date:9/16/2022 Seller: MI2 INVESTMENTS LLC By: Matt Hansen Date:9/16/2022 Seller: MI2 INVESTMENTS LLC By: Ian Ahrendsen END OF CONTRACT TO BUY AND SELL REAL ESTATE BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. 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 § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a Buyer’s Agent Transaction-Broker in this transaction. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 21 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 77 Customer. Broker has no brokerage relationship with Buyer. See § B for Broker’s brokerage relationship with Seller. Brokerage Firm’s compensation or commission is to be paid by Listing Brokerage Firm Buyer Other Berkshire Hathaway Home Services Colrado Properties. This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm’s Name: Berkshire Hathaway HomeServices Colorado Properties Brokerage Firm’s License #: EC 28210 Date:9/15/2022 Broker’s Name: Danean Boukather Broker’s License #: FA100000608 Address: 511 E Lionshead Cir Vail, CO 81657 Ph:970-476-2482 Fax: 970-476-6499 Email Address: danean@bhhsvail.net B. 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 § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a Seller’s Agent Transaction-Broker in this transaction. Customer. Broker has no brokerage relationship with Seller. See § A for Broker’s brokerage relationship with Buyer. Brokerage Firm’s compensation or commission is to be paid by Seller Buyer Other . This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm’s Name: Berkshire Hathaway HomeServices Colorado Propertie Brokerage Firm’s License #: EC 28210 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 22 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 78 Date:9/16/2022 Broker’s Name: Kevin Denton Broker’s License #: Address: 225 Wall Street, Suite 200 Vail, CO 81657 Ph: 970-476-0476 Fax: 970-476-2212 Email Address: kevin@vaildenton.com CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eContracts - ©2022 MRI Software LLC - All Rights Reserved CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 23 of 23 9/16/2022 2:36:19 PM CTMeContracts.com - ©2022 CTM Software Corp. 79 AGENDA ITEM NO. 4.3 Item Cover Page DATE:September 20, 2022 SUBMITTED BY:George Ruther, Housing ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (5 min.) SUBJECT:Resolution No. 46, Series of 2022, a Resolution Approving the Purchase of the Residential Property known as Hamlet Chalet Unit 1, 2014 West Gore Creek Drive, Vail, Colorado 81657 SUGGESTED ACTION:Approve Resolution No. 46, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed 1,800,000.00, the purchase of Hamlet Chalet Unit 1, 2014 West Gore Creek Drive, Vail, Colorado 81657. STAFF RECOMMENDATION:Approve Resolution No. 46, Series of 2022, authorizing the Town Manager to enter into an agreement, in a form approved by the Town Attorney not to exceed 1,800,000.00, the purchase of Hamlet Chalet Unit 1, 2014 West Gore Creek Drive, Vail, Colorado 81657. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Resolution No. 46 Series of 2022 Hamlet Chalets Unit 1 09202022.doc exhibit A 80 Resolution No. 46, Series of 2022 RESOLUTION NO. 46 SERIES OF 2022 A RESOLUTION APPROVING THE PURCHASE OF THE RESIDENTIAL PROPERTY KNOWN AS HAMLET CHALET UNIT 1, 2014 WEST GORE CREEK DRIVE, VAIL, COLORADO 81657 WHEREAS, MITSI, LLC et al, Harald & Connie Jorck (Owner”) is the owner of certain the real property described as Hamlet Chalet, Unit 1, 2014 West Gore Creek Drive, Vail, Colorado 81657 (the "Property"); and WHEREAS, the Town wishes to purchase the Property from Owner subject 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: Section 1.The Town Council hereby approves the Contract in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney and authorizes the appropriations of the funds necessary to complete the real estate transaction. Section 2.This Resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPTED this 20 th day of September, 2022. ________________________________ Kimberly Langmaid, Mayor ATTEST: _________________________________ Stephanie Bibbens, Town Clerk 81 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 1 of 19 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.1 (CBS1-6-21) (Mandatory 1-22)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 , Colorado20 (insert legal description):21 22 23 24 25 26 known as:,27 Street Address City State Zip28 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 29 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).30 2.5. Inclusions.The Purchase Price includes the following items (Inclusions): 31 2.5.1. Inclusions –Attached.If attached to the Property on the date of this Contract, the following items are 32 included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside 33 telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-34 in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers 35 (including _______ remote controls). If checked, the following are owned by the Seller and included: Solar Panels Water 36 Softeners Security Systems Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7.37 (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also 38 included in the Purchase Price.39 2.5.2. Inclusions –Not Attached.If on the Property, whether attached or not, on the date of this Contract, the 40 following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, 41 blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, 42 heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 43 2.5.3. Other Inclusions.The following items, whether fixtures or personal property, are also included in the 44 Purchase Price:45 46 47 48 49 50 If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal51 property outside of this Contract.52 September 19, 2022 Town of Vail TBD MITSI LLC - ETAL Harald and Connie Jorck Eagle Hamlet Chalet Unit: 1 2014 West Gore Creek Drive #1, Vail, CO 81657 any Refrigerator, dishwasher, microwave, cooktop oven 82 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 2 of 19 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at 53 Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and 54 encumbrances, except:55 56 57 58 2.5.5. Personal Property Conveyance.Conveyance of all personal property will be by bill of sale or other 59 applicable legal instrument.60 2.5.6. Parking and Storage Facilities.The use or ownership of the following parking facilities: 61 ; and the use or ownership of the following storage facilities: .62 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate.63 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer 64 at Closing (Leased Items):65 66 67 68 69 2.6. Exclusions.The following items are excluded (Exclusions): 70 71 72 73 2.7. Water Rights/Well Rights.74 2.7.1. Deeded Water Rights.The following legally described water rights: 75 76 77 78 Any deeded water rights will be conveyed by a good and sufficient deed at Closing.79 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and80 2.7.4., will be transferred to Buyer at Closing:81 82 83 84 85 2.7.3. Well Rights.Seller agrees to supply required information to Buyer about the well. Buyer understands that if 86 the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes,87 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 88 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 89 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 90 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 91 .92 2.7.4. Water Stock Certificates.The water stock certificates to be transferred at Closing are as follows:93 94 95 96 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), 97 § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable98 legal instrument at Closing.99 2.7.6. Water Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Water 100 Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline.101 3. DATES, DEADLINES AND APPLICABILITY.102 3.1. Dates and Deadlines.103 Item No.Reference Event Date or Deadline 1 §3 Time of Day Deadline 2 §4 Alternative Earnest Money Deadline Title 3 §8 Record Title Deadline (and Tax Certificate) 4 §8 Record Title Objection Deadline N/A 7 assigned parking spots N/A N/A N/A N/A N/A N/A N/A 5 days After MEC 6 Days After MEC 8 Days After MEC 83 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 19 5 §8 Off-Record Title Deadline 6 §8 Off-Record Title Objection Deadline 7 §8 Title Resolution Deadline 8 §8 Third Party Right to Purchase/Approve Deadline Owners’Association 9 §7 Association Documents Deadline 10 §7 Association Documents Termination Deadline Seller’s Disclosures 11 §10 Seller’s Property Disclosure Deadline 12 §10 Lead-Based Paint Disclosure Deadline Loan and Credit 13 §5 New Loan Application Deadline 14 §5 New Loan Terms Deadline 15 §5 New Loan Availability Deadline 16 §5 Buyer’s Credit Information Deadline 17 §5 Disapproval of Buyer’s Credit Information Deadline 18 §5 Existing Loan Deadline 19 §5 Existing Loan Termination Deadline 20 §5 Loan Transfer Approval Deadline 21 §4 Seller or Private Financing Deadline Appraisal 22 §6 Appraisal Deadline 23 §6 Appraisal Objection Deadline 24 §6 Appraisal Resolution Deadline Survey 25 §9 New ILC or New Survey Deadline 26 §9 New ILC or New Survey Objection Deadline 27 §9 New ILC or New Survey Resolution Deadline Inspection and Due Diligence 28 §2 Water Rights Examination Deadline 29 §8 Mineral Rights Examination Deadline 30 §10 Inspection Termination Deadline 31 §10 Inspection Objection Deadline 32 §10 Inspection Resolution Deadline 33 §10 Property Insurance Termination Deadline 34 §10 Due Diligence Documents Delivery Deadline 35 §10 Due Diligence Documents Objection Deadline 36 §10 Due Diligence Documents Resolution Deadline 37 §10 Conditional Sale Deadline 38 §10 Lead-Based Paint Termination Deadline Closing and Possession 39 §12 Closing Date 40 §17 Possession Date 41 §17 Possession Time 42 §27 Acceptance Deadline Date 43 §27 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 FHA104 insured or VA guaranteed loans.105 3.2. Applicability of Terms.If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with “N/A”, 106 or the word “Deleted,” such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box 107 checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of 108 “None”, such provision means that “None” applies.109 6 Days After MEC 8 Days After MEC 11 Days After MEC N/A 3 Days After MEC 8 Days After MEC 3 Days After MEC N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 12 Days After MEC 13 Days After MEC 14 Days After MEC N/A N/A N/A N/A N/A 12 Days After MEC 12 Days After MEC N/A 14 Days After MEC N/A N/A N/A N/A N/A October 12, 2022 October 12, 2022 Immediately After Closing 9/20/2022 4:00 PM MST 84 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 4 of 19 The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The 110 abbreviation “N/A” as used in this Contract means not applicab le.111 3.3. Day; Computation of Period of Days; Deadlines.112 3.3.1. Day.As used in this Contract, the term “day” means the entire day ending at 11:59 p.m., United States 113 Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1.114 (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end 115 on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of 116 Day Deadline is left blank or “N/A” the deadlines will expire at 11:59 p.m., United States Mountain Time.117 3.3.2. Computation of Period of Days.In computing a period of days (e.g., three days after MEC), when the 118 ending date is not specified, the first day is excluded and the last day is included. 119 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such 120 deadline Will Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, 121 the deadline will not be extended.122 4. PURCHASE PRICE AND TERMS.123 4.1. Price and Terms.The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:124 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 125 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer ’s lender 126 and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller 127 Concession include, but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items and any 128 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 129 elsewhere in this Contract. 130 4.3. Earnest Money.The Earnest Money set forth in this Section, in the form of a ______________________, will be 131 payable to and held by ________________________________________ (Earnest Money Holder), in its trust account, on behalf of 132 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree133 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the 134 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 135 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 136 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 137 Money Holder in this transaction will be transferred to such fund.138 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest Money, if other than at the 139 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline.140 4.3.2. Disposition of Earnest Money.If Buyer has a Right to Terminate and timely terminates, Buyer is entitled 141 to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided 142 in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, 143 Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release 144 form), within three days of Seller’s receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23145 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release 146 form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money 147 Release form), within three days of Buyer’s receipt.148 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the 149 Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in “If Seller 150 is in Default”,§ 20.2.and § 21,unless Seller is entitled to the Earnest Money due to a Buyer default.151 1,800,000 75,000 1,725,000 1,800,000 1,800,000 N/A Good Funds Land Title Guarantee Company 85 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 19 4.3.2.2. Buyer Failure to Timely Release Earnest Money.If Buyer fails to timely execute and return the 152 Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in “If Buyer 153 is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default.154 4.4. Form of Funds; Time of Payment; Available Funds. 155 4.4.1. Good Funds.All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 156 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 157 check, savings and loan teller’s check and cashier’s check (Good Funds).158 4.4.2. Time of Payment.All funds, including the Purchase Price to be paid by Buyer, must be paid before or at 159 Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH 160 NONPAYING PARTY WILL BE IN DEFAULT.161 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, Does Does Not have 162 funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1.163 4.5. New Loan.164 4.5.1. Buyer to Pay Loan Costs.Buyer, except as otherwise permitted in § 4.2. (Seller Concession), if applicable, 165 must timely pay Buyer’s loan costs, loan discount points, prepaid items and loan origination fees as required by lender.166 4.5.2. Buyer May Select Financing.Buyer may pay in cash or select financing appropriate and acceptable to 167 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan Limitations) or § 29 (Additional 168 Provisions).169 4.5.3. Loan Limitations.Buyer may purchase the Property using any of the following types of loans: 170 Conventional FHA VA Bond Other .171 If either or both of the FHA or VA boxes are checked, and Buyer closes the transaction using one of those loan types, Seller agrees 172 to pay those closing costs and fees that Buyer is not allowed by law to pay not to exceed $ .173 4.5.4. Loan Estimate –Monthly Payment and Loan Costs.Buyer is advised to review the terms, conditions and 174 costs of Buyer’s New Loan carefully. If Buyer is applying for a residential loan, the lender generally must provide Buyer with a 175 Loan Estimate within three days after Buyer completes a loan application. Buyer also should obtain an estimate of the amount of 176 Buyer’s monthly mortgage payment. 177 4.6. Assumption.Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance 178 set forth in § 4.1. (Price and Terms), presently payable at $______________ per ________________ including principal and interest 179 presently at the rate of ________% per annum and also including escrow for the following as indicated: Real Estate Taxes180 Property Insurance Premium Mortgage Insurance Premium and .181 Buyer agrees to pay a loan transfer fee not to exceed $_____________. At the time of assumption, the new interest rate will 182 not exceed ________% per annum and the new payment will not exceed $_____________ per ________________ principal and 183 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which 184 causes the amount of cash required from Buyer at Closing to be increased by more than $_____________, or if any other terms or185 provisions of the loan change, Buyer has the Right to Terminate under § 24.1. on or before Closing Date.186 Seller Will Will Not be released from liability on said loan. If applicable, compliance with the requirements for release 187 from liability will be evidenced by delivery on or before Loan Transfer Approval Deadline at Closing of an appropriate 188 letter of commitment from lender. Any cost payable for release of liability will be paid by in an amount 189 not to exceed $_____________.190 4.7. Seller or Private Financing.191 WARNING:Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers 192 and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed 193 Colorado attorney or licensed mortgage loan originator. Brokers should notprepare or advise the parties on the specifics of financing, 194 including whether or not a party is exempt from the law.195 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, Buyer196 Seller will deliver the proposed Seller financing documents to the other party on or before _________ days before Seller or 197 Private Financing Deadline.198 4.7.1.1. Seller May Terminate.If Seller is to provide Seller financing, this Contract is conditional upon 199 Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions, cost,200 and compliance with the law. Seller has the Right to Terminate under § 24.1., on or before Seller or Private Financing Deadline,201 if such Seller financing is not satisfactory to Seller, in Seller’s sole subjective discretion.202 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 203 financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its204 availability, payments, interest rate, terms, conditions, and cost. Buyer has the Right to Terminate under § 24.1, on or before Seller 205 or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer’s sole subjective discretion. 206 Cash 86 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 6 of 19 TRANSACTION PROVISIONS 207 5. FINANCING CONDITIONS AND OBLIGATIONS. 208 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 209 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 210 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. 211 5.2. New Loan Terms; New Loan Availability. 212 5.2.1. New Loan Terms. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is 213 conditional upon Buyer determining, in Buyer’s sole subjective discretion, whether the proposed New Loan’s payments, interest 214 rate, conditions and costs or any other loan terms (New Loan Terms) are satisfactory to Buyer. This condition is for the sole benefit 215 of Buyer. Buyer has the Right to Terminate under § 24.1., on or before New Loan Terms Deadline, if the New Loan Terms are not 216 satisfactory to Buyer, in Buyer’s sole subjective discretion. 217 5.2.2. New Loan Availability. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is 218 conditional upon Buyer’s satisfaction with the availability of the New Loan based on the lender’s review and underwriting of Buyer’s 219 New Loan Application (New Loan Availability). Buyer has the Right to Terminate under § 24.1., on or before the New Loan 220 Availability Deadline if the New Loan Availability is not satisfactory to Buyer. Buyer does not have a Right to Terminate based on the 221 New Loan Availability if the termination is based on the New Loan Terms, Appraised Value (defined below), the Lender Property 222 Requirements (defined below), Insurability (§ 10.5. below) or the Conditional Upon Sale of Property (§ 10.7. below). IF SELLER IS 223 NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER’S WRITTEN NOTICE TO TERMINATE, BUYER’S 224 EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, 225 Survey). 226 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 227 of Seller) upon Seller’s approval of Buyer’s financial ability and creditworthiness, which approval will be in Seller’s sole subjective 228 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer’s Credit Information Deadline, at Buyer’s expense, information 229 and documents (including a current credit report) concerning Buyer ’s financial, employment and credit condition; (2) Buyer consents 230 that Seller may verify Buyer’s financial ability and creditworthiness; and (3) any such information and documents received by Seller 231 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 232 Closing is less than as set forth in § 4.1. of this Contract, Seller has the Right to Terminate under § 24.1., on or before Closing. If 233 Seller disapproves of Buyer’s financial ability or creditworthiness, in Seller’s sole subjective discretion, Seller has the Right to 234 Terminate under § 24.1., on or before Disapproval of Buyer’s Credit Information Deadline. 235 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 236 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, 237 this Contract is conditional upon Buyer’s review and approval of the provisions of such loan documents. Buyer has the Right to 238 Terminate under § 24.1., on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 239 documents, in Buyer’s sole subjective discretion. If the lender ’s approval of a transfer of the Property is required, this Contract is 240 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender’s 241 approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right 242 to Terminate under § 24.1., on or before Closing, in Seller’s sole subjective discretion, if Seller is to be released from liability under 243 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 244 6. APPRAISAL PROVISIONS. 245 6.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged on 246 behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set forth 247 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be 248 valued at the Appraised Value. 249 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in 250 § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 251 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 252 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 253 Objection Deadline: 254 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; 255 or 256 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 257 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 258 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 259 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 260 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal of 261 the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 262 87 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 19 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 263 shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest 264 Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a 265 written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, 266 setting forth the appraised value of the Property of not less than $______________. The purchaser (Buyer) shall have the privilege 267 and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The 268 appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will 269 insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy 270 himself/herself/themselves that the price and condition of the Property are acceptable. 271 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 272 shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property 273 described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department 274 of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of 275 this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 276 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 277 including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting), 278 beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following 279 Seller’s receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written 280 agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 281 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 282 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer 283 Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender’s 284 agent or all three. 285 7. OWNERS’ ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest 286 Communities and subject to one or more declarations (Association). 287 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 288 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 289 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS’ ASSOCIATION FOR THE 290 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 291 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 292 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 293 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 294 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS 295 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 296 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 297 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 298 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 299 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 300 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 301 ASSOCIATION. 302 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), 303 at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 304 Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon Buyer’s receipt 305 of the Association Documents, regardless of who provides such documents. 306 7.3. Association Documents. Association documents (Association Documents) consist of the following: 307 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 308 rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under § 38-33.3-209.5, 309 C.R.S.; 310 7.3.2. Minutes of: (1) the annual owners’ or members’ meeting and (2) any executive boards’ or managers’ meetings; 311 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 312 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 313 minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 314 7.3.3. List of all Association insurance policies as provided in the Association’s last Annual Disclosure, including, 315 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must 316 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed 317 (Association Insurance Documents); 318 7.3.4. A list by unit type of the Association’s assessments, including both regular and special assessments as 319 disclosed in the Association’s last Annual Disclosure; 320 88 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 8 of 19 7.3.5.The Association’s most recent financial documents which consist of: (1) the Association ’s operating budget 321 for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for 322 the fiscal year immediately preceding the Association’s last Annual Disclosure, (3) the results of the Association’s most recent 323 available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the 324 Association’s community association manager or Association will charge in connection with the Closing including, but not limited 325 to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for 326 the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of 327 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 328 7.3.5., collectively, Financial Documents);329 7.3.6.Any written notice from the Association to Seller of a “construction defect action” under § 38-33.3-303.5,330 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction331 Defect Documents).Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 10.2.332 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common333 elements or limited common elements of the Association property.334 7.4. Conditional on Buyer’s Review.Buyer has the right to review the Association Documents. Buyer has the Right to 335 Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in 336 any of the Association Documents, in Buyer ’s sole subjective discretion. Should Buyer receive the Association Documents after 337 Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to 338 Terminate received by Seller on or before ten days after Buyer ’s receipt of the Association Documents. If Buyer does not receive 339 the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing 340 Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to 341 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 342 to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve).343 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE.344 8.1. Evidence of Record Title.345 8.1.1. Seller Selects Title Insurance Company.If this box is checked, Seller will select the title insurance 346 company to furnish the owner’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish 347 to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 348 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 349 and delivered to Buyer as soon as practicable at or after Closing. 350 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 351 company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record Title Deadline, Buyer must furnish to 352 Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 353 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies.354 8.1.3. Owner’s Extended Coverage (OEC).The Title Commitment Will Will Not contain Owner’s355 Extended Coverage (OEC). If the Title Commitment is to contain OEC, itwill commit to delete or insure over the standard exceptions 356 which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics ’liens, (5) gap 357 period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, 358 assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by 359 Buyer Seller One-Half by Buyer and One-Half by Seller Other__________________________.360 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over 361 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below,362 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under 363 § 8.7. (Right to Object to Title, Resolution).364 8.1.4. Title Documents.Title Documents consist of the following: (1) copies of any plats, declarations, covenants, 365 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 366 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 367 Documents). 368 8.1.5. Copies of Title Documents.Buyer must receive, on or before Record Title Deadline, copies of all Title 369 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 370 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 371 party or parties obligated to pay for the owner’s title insurance policy.372 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 373 portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline.374 8.2. Record Title.Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 375 Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s376 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 377 any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title 378 ■ 89 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 19 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 379 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 380 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 381 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 382 or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, 383 pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object 384 to Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1. 385 (Evidence of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable 386 deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title 387 Documents as satisfactory. 388 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing 389 surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 390 limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of w hich 391 Seller has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New 392 ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown 393 by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer ’s Notice to Terminate or Notice of 394 Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. 395 (Record Title) and § 13 (Transfer of Title), in Buyer’s sole subjective discretion, must be received by Seller on or before Off-Record 396 Title Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the 397 earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice 398 to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off-Record Title), any title objection by Buyer is governed by the 399 provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice 400 of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters and rights, if 401 any, of third parties not shown by public records of which Buyer has actual knowledge. 402 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 403 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 404 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 405 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 406 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 407 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 408 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 409 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 410 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 411 RECORDER, OR THE COUNTY ASSESSOR. 412 8.5. Tax Certificate. A tax certificate paid for by Seller Buyer, for the Property listing any special taxing districts 413 that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located 414 within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may 415 terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, 416 Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before 417 ten days after Buyer’s receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer’s Notice to Terminate 418 would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on 419 or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the provisions of the Tax 420 Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to 421 Terminate under this provision. If Buyer’s loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax 422 Certificate, the Tax Certificate will be paid for by Seller. 423 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first 424 refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a 425 right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 426 such right. If the third-party holder of such right exercises its right this Contract will terminate. If the third party’s right to purchase 427 is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 428 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred 429 on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in 430 writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 431 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer’s sole subjective discretion, 432 based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off-Record Title), § 8.5. (Special Taxing 433 District) and § 13 (Transfer of Title). If Buyer exercises Buyer’s rights to object or terminate based on any such title matter, on or 434 before the applicable deadline, Buyer has the following options: 435 8.7.1. Title Objection, Resolution. If Seller receives Buyer’s written notice objecting to any title matter (Notice of 436 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 437 90 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 10 of 19 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives 438 Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer’s written notice to waive objection to such items and 439 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 440 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. (Off-Record Title) the 441 Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer’s receipt of the 442 applicable documents; or443 8.7.2. Title Objection, Right to Terminate.Buyer may exercise the Right to Terminate under § 24.1., on or before 444 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer’s sole subjective discretion. 445 8.8. Title Advisory.The Title Documents affect the title, ownership and use of the Property and should be reviewed 446 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 447 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 448 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 449 laws and governmental regulations concerning land use, development and environmental matters.450 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 451 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF 452 THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 453 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL 454 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM 455 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 456 GAS OR WATER.457 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 458 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 459 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 460 RECORDER.461 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 462 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 463 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 464 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES.465 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 466 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 467 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 468 AND GAS CONSERVATION COMMISSION.469 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 470 not covered by the owner’s title insurance policy. 471 8.9. Mineral Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Mineral 472 Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline.473 9. NEW ILC, NEW SURVEY.474 9.1. New ILC or New Survey. If the box is checked, (1)New Improvement Location Certificate (New ILC); or, (2)475 New Survey in the form of ___________________________________________; is required and the following will apply: 476 9.1.1. Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The 477 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 478 after the date of this Contract.479 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 480 Closing, by: Seller Buyer or:481 482 483 9.1.3. Delivery of New ILC or New Survey.Buyer, Seller, the issuer of the Title Commitment (or the provider of 484 the opinion of title if an Abstract of Title) and _____________________ will receive a New ILC or New Survey on or before New 485 ILC or New Survey Deadline.486 9.1.4. Certification of New ILC or New Survey.The New ILC or New Survey will be certified by the surveyor to 487 all those who are to receive the New ILC or New Survey. 488 9.2. Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 489 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 490 Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to 491 Seller incurring any cost for the same. 492 9.3. New ILC or New Survey Objection.Buyer has the right to review and object based on the New ILC or New Survey. 493 If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer ’s sole subjective discretion, 494 Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13:495 ■ N/A N/A 91 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 19 9.3.1. Notice to Terminate.Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or496 9.3.2. New ILC or New Survey Objection.Deliver to Seller a written description of any matter that was to be 497 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct.498 9.3.3. New ILC or New Survey Resolution.If a New ILC or New Survey Objection is received by Seller, on or 499 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 500 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey 501 Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before such 502 termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline).503 DISCLOSURE, INSPECTION AND DUE DILIGENCE504 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF505 WATER.506 10.1. Seller’s Property Disclosure.On or before Seller’s Property Disclosure Deadline, Seller agrees to deliver to Buyer 507 the most current version of the applicable Colorado Real Estate Commission ’s Seller’sProperty Disclosure form completed by Seller 508 to Seller’s actual knowledge and current as of the date of this Contract.509 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition.Seller must disclose to Buyer 510 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 511 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 512 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of Closing 513 or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 514 Seller is conveying the Property to Buyer in an “As Is” condition, “Where Is” and “With All Faults.” 515 10.3. Inspection.Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 516 (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer’s expense. If 517 (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the518 electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased519 Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g.,520 heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or521 noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer’s522 sole subjective discretion, Buyer may:523 10.3.1. Inspection Termination.On or before the Inspection Termination Deadline, notify Seller in writing,524 pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver 525 an Inspection Objection.Buyer’s Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller 526 pursuant to § 10.3.2.; or527 10.3.2. Inspection Objection.On or before the Inspection Objection Deadline, deliver to Seller a written 528 description of any unsatisfactory condition that Buyer requires Seller to correct.529 10.3.3. Inspection Resolution.If an Inspection Objection is received by Seller, on or before Inspection Objection 530 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,531 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Inspection 532 Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision 533 prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 534 executing an Earnest Money Release.535 10.4. Damage, Liens and Indemnity.Buyer, except as otherwise provided in this Contract or other written agreement 536 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 537 Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 538 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 539 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 540 Work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against 541 any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and 542 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed 543 pursuant to an Inspection Resolution.544 10.5. Insurability.Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination545 Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance546 (Property Insurance) on the Property, in Buyer’s sole subjective discretion.547 10.6. Due Diligence.548 10.6.1. Due Diligence Documents.Seller agrees to deliver copies of the following documents and information 549 pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery 550 Deadline:551 92 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 12 of 19 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy552 agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing 553 are as follows (Leases):554 555 556 10.6.1.2. Leased Items Documents.If any lease of personal property (§ 2.5.7., Leased Items) will be 557 transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to 558 Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will Not assume the Seller’s obligations 559 under such leases for the Leased Items (§ 2.5.7., Leased Items).560 561 10.6.1.3. Encumbered Inclusions Documents.If any Inclusions owned by Seller are encumbered 562 pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other 563 documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will564 Not assume the debt on the Encumbered Inclusions (§ 2.5.4., Encumbered Inclusions).565 566 10.6.1.4. Other Documents. Other documents and information:567 568 569 570 571 10.6.2. Due Diligence Documents Review and Objection.Buyer has the right to review and object based on the Due 572 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer’s sole subjective 573 discretion, Buyer may, on or before Due Diligence Documents Objection Deadline:574 10.6.2.1. Notice to Terminate.Notify Seller in writing, pursuant to § 24.1.,that this Contract is terminated; 575 or576 10.6.2.2. Due Diligence Documents Objection.Deliver to Seller a written description of any 577 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.578 10.6.2.3. Due Diligence Documents Resolution.If a Due Diligence Documents Objection is received by 579 Seller, on or before Due Diligence DocumentsObjection Deadline andif Buyer and Seller have not agreed in writing to a settlement 580 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents581 Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Due Diligence Documents Objection before such 582 termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline).583 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 584 owned by Buyer and commonly known as . Buyer has 585 the Right to Terminate under § 24.1. effective upon Seller’s receipt of Buyer’s Notice to Terminate on or before Conditional Sale 586 Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not 587 receive Buyer’s Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this 588 provision. 589 10.8. Source of Potable Water (Residential Land and Residential Improvements Only).Buyer Does Does Not590 acknowledge receipt of a copy of Seller’s Property Disclosure or Source of Water Addendum disclosing the source of potable water for 591 the Property. There is No Well. Buyer Does Does Not acknowledge receipt of a copy of the current well permit.592 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 593 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 594 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER’S WATER SUPPLIES.595 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted]596 10.10. Lead-Based Paint.597 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or more residential dwellings 598 constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate 599 licensees must sign and deliver to Buyer a completed Lead-Based Paint Disclosure (Sales) form on or before the Lead-Based Paint 600 Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely 601 receive the Lead-Based Paint Disclosure, or Buyer may exercise Buyer’s Right to Terminate under § 24.1. by Seller’s receipt of 602 Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline.603 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the 604 Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has a Right to Terminate under § 24.1. by Seller’s605 receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline.Buyer may 606 elect to waive Buyer’s right to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint 607 or Lead-Based Paint hazards. If Seller does not receive Buyer ’s Notice to Terminate within such time, Buyer accepts the condition 608 of the Property relative to any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision.609 Garage lease, unit #21 lease, unit #22 lease, unit #23 lease N/A 93 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 19 10.11. Carbon Monoxide Alarms. Note:If the improvements on the Property have a fuel-fired heater or appliance, a 610 fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties 611 acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within 612 fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code.613 10.12. Methamphetamine Disclosure.If Seller knows that methamphetamine was ever manufactured, processed, cooked, 614 disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was 615 remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further 616 acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever 617 been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller’s receipt of Buyer’s written 618 Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer ’s test results that indicate the Property 619 has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State 620 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 621 the test.622 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted]623 CLOSING PROVISIONS624 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.625 12.1. Closing Documents and Closing Information.Seller and Buyer will cooperate with the Closing Company to enable626 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is 627 obtaining a loan to purchase the Property, Buyer acknowledges Buyer ’s lender is required to provide the Closing Company, in a 628 timely manner, all required loan documents and financial information concerning Buyer ’s loan. Buyer and Seller will furnish any 629 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 630 Seller will sign and complete all customary or reasonably required documents at or before Closing.631 12.2. Closing Instructions.Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with 632 this Contract. 633 12.3. Closing.Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 634 the Closing Date or by mutual agreement at an earlier date . At Closing, Seller agrees to deliver a set of keys for the Property to 635 Buyer. The hour and place of Closing will be as designated by ________________________________________.636 12.4. Disclosure of Settlement Costs.Buyer and Seller acknowledge that costs, quality and extent of service vary between 637 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).638 12.5. Assignment of Leases.Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer 639 must assume Seller’s obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such 640 leases for the Leased Items accepted by Buyer pursuant to § 2.5.7. (Leased Items).641 13. TRANSFER OF TITLE.Subject to Buyer’s compliance with the terms and provisions of this Contract, including the tender642 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing:643 special warranty deed general warranty deed bargain and sale deed quit claim deed personal representative’s deed644 ____________________________ deed. Seller, provided another deed is not selected, must execute and deliver a good and645 sufficient special warranty deed to Buyer, at Closing.646 Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general647 warranty deed, title will be conveyed “subject to statutory exceptions” as defined in §38-30-113(5)(a), C.R.S.648 14. PAYMENT OF LIENS AND ENCUMBRANCES.Unless agreed to by Buyer in writing, any amounts owed on any liens649 or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special650 improvements installed as of the date of Buyer’s signature hereon, whether assessed or not, and previous years’taxes, will be paid651 at or before Closing by Seller from the proceeds of this transaction or from any other source.652 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND653 WITHHOLDING.654 15.1. Closing Costs.Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 655 to be paid at Closing, except as otherwise provided herein.However, if Buyer’s loan specified in §4.5.3.(Loan Limitations) prohibits 656 Buyer from paying for any of the fees contained in this Section, the fees will be paid for by Seller.657 15.2. Closing Services Fee.The fee for real estate closing services must be paid at Closing by Buyer Seller658 One-Half by Buyer and One-Half by Seller Other .659 15.3. Association Fees and Required Disbursements.At least fourteen days prior to Closing Date, Seller agrees to 660 promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees 661 associated with or specified in the Status Letter will be paid as follows:662 Land Title Guarantee Company N/A N/A 94 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 14 of 19 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association’s Status Letter must be paid by Buyer663 Seller One-Half by Buyer and One-Half by Seller N/A.664 15.3.2. Record Change Fee. Any Record Change Fee must be paid by Buyer Seller One-Half by Buyer 665 and One-Half by Seller N/A.666 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than 667 Association Assessments as defined in § 16.2. (Association Assessments), reserves or working capital due at Closing must be paid 668 by Buyer Seller One-Half by Buyer and One-Half by Seller N/A.669 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by 670 Buyer Seller One-Half by Buyer and One-Half by Seller N/A.671 15.4. Local Transfer Tax.Any Local Transfer Tax must be paid at Closing by Buyer Seller One-Half by 672 Buyer and One-Half by Seller N/A.673 15.5. Sales and Use Tax.Any sales and use tax that may accrue because of this transaction must be paid when due by 674 Buyer Seller One-Half by Buyer and One-Half by Seller N/A.675 15.6. Private Transfer Fee.Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, 676 such as community association fees, developer fees and foundation fees, must be paid at Closing by Buyer Seller677 One-Half by Buyer and One-Half by Seller N/A.678 15.7. Water Transfer Fees. Water Transfer Fees can change.The fees, as of the date of this Contract, do not exceed 679 $____________ for: 680 Water Stock/Certificates Water District 681 Augmentation Membership Small Domestic Water Company682 and must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A.683 15.8. Utility Transfer Fees. Utility transfer fees can change.Any fees to transfer utilities from Seller to Buyer must be 684 paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A.685 15.9. FIRPTA and Colorado Withholding.686 15.9.1. FIRPTA.The Internal Revenue Service (IRS) may require a substantial portion of the Seller ’s proceeds be 687 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the 688 amount of the Seller’s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a foreign 689 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 690 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 691 requested documents to verify Seller’s foreign person status. If withholding is required, Seller authorizes Closing Company to 692 withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or 693 if an exemption exists.694 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller’s proceeds 695 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to 696 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s status. If withholding 697 is required, Seller authorizes Closing Company to withhold such amount from Seller ’s proceeds. Seller should inquire with Seller’s698 tax advisor to determine if withholding applies or if an exemption exists.699 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.700 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided:701 16.1.1. Taxes.Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes 702 for the year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy 703 and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled 704 veteran exemption or Other .705 16.1.2. Rents.Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit 706 to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in 707 writing of such transfer and of the transferee ’s name and address. 708 16.1.3. Other Prorations.Water and sewer charges, propane, interest on continuing loan and _________________.709 16.1.4. Final Settlement.Unless otherwise specified in Additional Provisions, these prorations are final.710 16.2. Association Assessments.Current regular Association assessments and dues (Association Assessments) paid in 711 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance 712 by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer 713 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 714 assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except however, any 715 special assessment by the Association for improvements that have been installed as of the date of Buyer’s signature hereon, whether 716 assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions.Seller represents 717 there are no unpaid regular or special assessments against the Property except the current regular assessments and 718 ______________________________. Association Assessments are subject to change as provided in the Governing Documents.719 N/A N/A None Known 95 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 19 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, 720 subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any Post-Closing Occupancy Agreement. 721 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally 722 liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ per day (or any part of a day 723 notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. 724 Buyer represents that Buyer will occupy the Property as Buyer’s principal residence unless the following box is checked, then 725 Buyer Does Not represent that Buyer will occupy the Property as Buyer’s principal residence. 726 If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. 727 GENERAL PROVISIONS 728 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 729 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 730 condition existing as of the date of this Contract, ordinary wear and tear excepted. 731 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 732 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 733 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 734 will use Seller’s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on 735 or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect 736 to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 737 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 738 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 739 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 740 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller’s 741 insurance company and Buyer’s lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 742 requiring the Seller to escrow at Closing from Seller’s sale proceeds the amount Seller has received and will receive due to such 743 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 744 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 745 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 746 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 747 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 748 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 749 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 750 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the 751 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 752 not exceed the Purchase Price. If Buyer receives such a credit, Seller’s right for any claim against the Association, if any, will survive 753 Closing. 754 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 755 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 756 action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer’s 757 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 758 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 759 of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 760 18.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 761 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 762 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be 763 purchased and may cover the repair or replacement of such Inclusions. 764 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that 765 their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination 766 of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal 767 and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded 768 in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 769 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must 770 be complied with. 771 772 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. 773 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored 774 1,200 96 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 16 of 19 or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party 775 has the following remedies: 776 20.1. If Buyer is in Default: 777 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 778 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 779 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat 780 this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 781 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is checked. Seller may 782 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 783 the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is 784 fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER’S ONLY REMEDY for Buyer’s failure to 785 perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 786 20.2. If Seller is in Default: 787 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case 788 all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. 789 Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after 790 Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance 791 or damages, or both. 792 20.2.2. Seller’s Failure to Perform. In the event Seller fails to perform Seller’s obligations under this Contract, to 793 include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or 794 repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such 795 failures to perform under this Contract after Closing. Buyer’s rights to pursue the Seller for Seller’s failure to perform under this 796 Contract are reserved and survive Closing. 797 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 798 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all 799 reasonable costs and expenses, including attorney fees, legal fees and expenses. 800 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties 801 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps 802 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 803 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 804 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 805 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 806 party’s last known address (physical or electronic as provided in § 26). Nothing in this Section prohibits either party from filing a 807 lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This 808 Section will not alter any date in this Contract, unless otherwise agreed. 809 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 810 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 811 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective 812 discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest 813 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 814 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of 815 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one 816 hundred twenty days of Earnest Money Holder’s notice to the parties, Earnest Money Holder is authorized to return the Earnest 817 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 818 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 819 obligation of § 22 (Mediation). This Section will survive cancellation or termination of this Contract. 820 24. TERMINATION. 821 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 822 termination is effective upon the other party’s receipt of a written notice to terminate (Notice to Terminate), provided such written 823 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 824 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 825 and waives the Right to Terminate under such provision. 826 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received hereunder is timely 827 returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. and 21. 828 97 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 17 of 19 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS.This Contract, its exhibits and specified829 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining830 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms831 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or832 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.833 Any successor to a party receives the predecessor’s benefits and obligations of this Contract.834 26. NOTICE, DELIVERY AND CHOICE OF LAW.835 26.1. Physical Delivery and Notice.Any document or notice to Buyer or Seller must be in writing, except as provided in836 § 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or837 notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing838 must be received by the party, not Broker or Brokerage Firm).839 26.2. Electronic Notice.As an alternative to physical delivery, any notice may be delivered in electronic form to Buyer or 840 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 841 working with such party (except any notice or delivery after Closing, cancellation or Termination must be received by the party, not 842 Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or _________________________________. 843 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address 844 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 845 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 846 26.4. Choice of Law.This Contract and all disputes arising hereunder are governed by and construed in accordance with 847 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 848 located in Colorado.849 27. NOTICE OF ACCEPTANCE, COUNTERPARTS.This proposal will expire unless accepted in writing, by Buyer and850 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 26 on or before851 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and852 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such853 copies taken together are deemed to be a full and complete contract between the parties.854 28. GOOD FAITH.Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited855 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations;Title Insurance,856 Record Title and Off-Record Title;New ILC, New Survey;and Property Disclosure,Inspection,Indemnity,Insurability Due857 Diligence and Source of Water.858 ADDITIONAL PROVISIONS AND ATTACHMENTS859 29. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the Colorado Real Estate860 Commission.)861 862 863 864 865 866 867 868 869 870 871 30. OTHER DOCUMENTS.872 30.1. Documents Part of Contract. The following documents are a part of this Contract:873 30.1.1. Post-Closing Occupancy Agreement.If the Post-Closing Occupancy Agreement box is checked in § 17 874 the Post-Closing Occupancy Agreement is a part of this Contract.875 876 877 878 879 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract:880 Internet/Electronic Signatures 1. This contract to buy and sell real estate is conditioned and contingent upon the Vail Town Council granting authorization to proceed with the purchase of the property described herein, subject to the terms of the contract. Authorization to proceed shall be by consideration of a Vail Town Council Resolution on September 20, 2022. 2. The property is being purchased in "as is" condition subject to an inspection and inspection objection of the buyer, at buyer's expense. 3. The buyer shall take possession of the property subject to the lease terms of the existing lease agreement. The seller shall provide the buyer with all prepaid security deposits and monthly rental installment payments. 4. The Town of Vail agrees to waive the 1% real estate transfer tax on this transaction. 98 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 18 of 19 881 882 883 SIGNATURES 884 885 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.] 886 Seller’s Name: Seller’s Name: Seller’s Signature Date Seller’s Signature Date Address: Address: Phone No.: Phone No.: Fax No.: Fax No.: Email Address: Email Address: 887 END OF CONTRACT TO BUY AND SELL REAL ESTATE 888 BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. 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 § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder ’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a Buyer’s Agent Transaction-Broker in this transaction. Customer. Broker has no brokerage relationship with Buyer. See § B for Broker’s brokerage relationship with Seller. Brokerage Firm’s compensation or commission is to be paid by Listing Brokerage Firm Buyer Other . This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Town of Vail, Stan Zemler, Town Manager 75 S. Frontage Rd W Vail, CO 81657 MITSI LLC - ETAL Harald and Connie Jorck 2014 W Gore Creek Dr. Apt 2 Vail, CO 81657 99 CBS1--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 19 of 19 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: B. 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 § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder ’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a Seller’s Agent Transaction-Broker in this transaction. Customer. Broker has no brokerage relationship with Seller. See § A for Broker’s brokerage relationship with Buyer. Brokerage Firm’s compensation or commission is to be paid by Seller Buyer Other . This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the broke rage firms must be entered into separately and apart from this provision. 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: 889 100 AGENDA ITEM NO. 4.4 Item Cover Page DATE:September 20, 2022 SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (5 min.) SUBJECT:Contract Award to 106West Couriers LLC for Loading and Delivery Services SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement with 106West Couriers LLC in the amount not to exceed $1,374,000.00. STAFF RECOMMENDATION:Authorize the Town Manager to enter into an agreement with 106West Couriers LLC in the amount not to exceed $1,374,000.00. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: 106 West Services-A091422.docx 101 1 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@BC0B7C45\@BCL@BC0B7C45.DOCX AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this _____ day of _____________, 2022, by and between the Town of Vail, 75 South Frontage Road, Vail, CO 81657, a Colorado municipal corporation (the "Town"), and 106West Couriers, LLC, a Colorado limited liability company d/b/a 106West Logistics with a principal place of business at 41199 HWY 6, Avon, CO 81620 ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I.SCOPE OF SERVICES A.Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference. B.A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II.TERM AND TERMINATION A.This Agreement shall commence on the Effective Date, and shall continue through December 31, 2023 or until terminated as provided herein. B.Either Party may terminate this Agreement upon 60 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III.COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor an annual fee of $1,374,000.00. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid 102 2 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@BC0B7C45\@BCL@BC0B7C45.DOCX by the Town for such fees, costs and expenses. Contractor shall not be paid until the Scope of Services is completed to the satisfaction of the Town. IV.PROFESSIONAL RESPONSIBILITY A.Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B.The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C.Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work under the Scope of Services. D.Contractor shall at all times comply with all applicable law, including without limitation all current and future federal, state and local statutes, regulations, ordinances and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation or investigation of a Hazardous Material; and the protection of human health, safety or the indoor or outdoor environmental, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable environmental statutes of the State of Colorado; and all other federal, state or local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders or decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, in effect now or anytime hereafter. V.INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that t is a Town employee for any purposes. 103 3 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@BC0B7C45\@BCL@BC0B7C45.DOCX VI.INSURANCE A.Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1.Worker's Compensation insurance as required by law. 2.Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3.Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B.Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C.Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. VII.INDEMNIFICATION A.Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any 104 4 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@BC0B7C45\@BCL@BC0B7C45.DOCX subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B.If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c). VIII.MISCELLANEOUS A.Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. B.No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C.Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D.Third Parties. There are no intended third-party beneficiaries to this Agreement. E.Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class U.S. Mail to the Party at the address set forth on the first page of this Agreement. F.Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G.Modification. This Agreement may only be modified upon written agreement of the Parties. H.Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I.Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections 105 5 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@BC0B7C45\@BCL@BC0B7C45.DOCX provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J.Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K.Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L.Force Majeure. No Party shall be in breach of this Agreement if such Party's failure to perform any of the duties under this Agreement is due to Force Majeure, which shall be defined as the inability to undertake or perform any of the duties under this Agreement due to acts of God, floods, fires, sabotage, terrorist attack, strikes, riots, war, labor disputes, forces of nature, the authority and orders of government or pandemics. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL, COLORADO ________________________________ Stan Zemler, Town Manager ATTEST: __________________________________ Stephanie Bibbens, Town Clerk CONTRACTOR By:________________________________ STATE OF COLORADO ) ) ss. COUNTY OF _______________ ) The foregoing instrument was subscribed, sworn to and acknowledged before me this ___ day of ________________, 2022, by ____________________________ as _________________ of ________________________. My commission expires: 106 6 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@BC0B7C45\@BCL@BC0B7C45.DOCX (S E A L) ________________________________ Notary Public 107 7 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@BC0B7C45\@BCL@BC0B7C45.DOCX EXHIBIT A SCOPE OF SERVICES Contractor's Duties During the term of this Agreement, Contractor shall perform the following duties, as directed by the Town: 1. Contractor shall carry out the requisite responsibilities of the Town-Approved Contractor as stated in Title 7 Chapter 12 of the Vail Town Code including providing a delivery service to complete deliveries from the Mountain Plaza loading dock located at 250 Vail Lane, Vail, CO 81657, to their final destination, known as, "last mile delivery". The Mountain Plaza loading dock will be used as a central hub for Vail Village’s commercial deliveries. The Solaris, One Willow, Sebastian, and Four Seasons loading docks can also be utilized, but Contractor is not providing Services from those locations and will only be operating out of the Mountain Plaza loading dock. 2. Contractor shall ensure, through a mobile app, the schedule and deliveries to be used by local businesses and delivery companies, it will further notify drivers of available space at loading docks, track products, deliver them to local businesses, return damaged goods and collect data on the volume of goods coming into Vail Village. 3. Contractor shall deliver products throughout Vail Village via small, quiet, and efficient, electric vehicles. Generally, food and perishable items will be delivered first to prevent spoilage concerns. Each delivery will be checked for accuracy, on behalf of the business, to reduce returns and/or incorrect orders. Generally, most food deliveries will occur in the early morning hours, followed by beer/liquor deliveries. 108 AGENDA ITEM NO. 4.5 Item Cover Page DATE:September 20, 2022 SUBMITTED BY:Tom Kassmel, Public Works ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (5 min.) SUBJECT:Contract Award to Icon Inc for Bighorn Road Oversize Vehicle Turnaround SUGGESTED ACTION:Direct the Town Manager to enter into a contract, as approved by the Town Attorney, with Icon Inc. in an amount not to exceed $286,098. STAFF RECOMMENDATION:Direct the Town Manager to enter into a contract, as approved by the Town Attorney, with Icon Inc. in an amount not to exceed $286,098. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: CouncilMemo9-20-22 (1).docx 109 To:Vail Town Council From:Public Works Department Date:September 20, 2022 Subject:Bighorn Road Oversize Vehicle Turnaround Contract Award I.SUMMARY The Town publicly bid the Bighorn Oversize Vehicle Turnaround Project which will provide an oversize vehicle and bus turnaround at the end of Bighorn Road to accommodate “lost” large interstate semi-trucks and accommodate a more efficient Bus Service. The Town received two bids; Icon Inc.$237,035.00 Phoenix Industries $283,412.10 Two additional Add Alternates were also priced; Relocate Bus Stop: $17,071 Remove Existing Asphalt: $31,992 The Add Alternates do not include a bus shelter at this time, but this can be budgeted for next year. The total project cost with both Add Alternates is $286,098. Staff recommends using at least $200,000 from available savings in the Capital Street Maintenance Budget and supplement up to $87,000 for this project at the end of the year if need be. II.RECOMMENDATION Direct the Town Manager to enter into a contract, as approved by the Town Attorney, with Icon Inc. in an amount not to exceed $286,098. 110 AGENDA ITEM NO. 4.6 Item Cover Page DATE:September 20, 2022 SUBMITTED BY:Paul Cada, Fire Department ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (5 min.) SUBJECT:Contract Award to SHC Nursery and Landscape for the installation of Landscape Buffer Work for the Fire Free Five project. SUGGESTED ACTION:Authorize the Town Manager to enter into a contract with SHC Nursery and Landscape Company in an amount not to exceed $112,270 for the installation of Landscape Buffer Work as part of the Fire Free Five program. STAFF RECOMMENDATION:Authorize the Town Manager to enter into a contract with SHC Nursery and Landscape Company in an amount not to exceed $112,270 for the installation of Landscape Buffer Work as part of the Fire Free Five program. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: TC_Memo_-_Landscape_Buffer_Work_Fire_Free_Five_9-20-22.pdf 111 To: Vail Town Council From: Department of Public Works Date: September 20, 2022 Subject: Fire Free Five Landscape Buffer Work - Contract Award I. PURPOSE The purpose of this agenda item is to request approval from the Town Council to award the Landscape Work contract for the Fire Free Five project in the amount of $112,262.69 to SHC Landscape. II. BACKGROUND In the spring of 2022, the Town Council recommended that efforts should be made to bring town-owned building into compliance with the Fire Free Five concepts proposed by Vail Fire. During the summer, all town-owned structures were evaluated, then prioritized for implementation. A list of structures by priority is attached as Appendix A. III. IMPLEMENTATION Priority 1 structures include the fire stations, municipal complex, the parking structures, the library, public works/Buzzard Park housing and Donovan Pavilion. It was determined that Priority 1 structures can generally be completed during 2022. Priority 2 and 3 are less critical buildings such as park facilities and can be completed during 2023. The work was categorized as “Arbor Work” and “Landscape Buffer Work”. Arbor work was bid out to certified arborists and includes the pruning and removal of trees near structures. Landscape work was bid out to landscape contractors and includes shrub removals, native grass removal, wood mulch removal, and installation of non-combustible rock/cobble buffers. At this time, it does not include landscape enhancements and replacements in high visibility areas such as the front of the municipal building or Vail Library. These installations can occur during 2023. IV. ARBOR WORK The town received three bids for the arbor work. The low bid was $27,000 by Old Growth Tree Service. They are highly qualified and will begin work soon. (Their contract does not require Town Council approval as it is under budget and less than $50,000.) The work will include pruning work on approximately 80 trees, and removal of 35 trees at 12 different buildings/structures. 112 Town of Vail Page 2 V. LANDSCAPE BUFFER WORK The Landscape Buffer Work includes removal of combustible landscaping, native grass or wood mulch within 5’ of structures and replacing it with 1” rock or 2-4” cobble. For the eleven Priority 1 structures, that involves approximately 12,000 square feet of removal/replacement and removal of around 80 shrubs as well as cleanup of existing cobble areas. The town received two bids for the work. The low bid was submitted by SHC Nursery and Landscape Company in the amount of $112,262.69. There is a substantial amount of handwork required in hard-to-access areas, resulting in a higher cost than anticipated. It should be noted that some areas will require landscape replacements due to high visibility. These areas include the entry to Donovan Pavilion, the north side of Fire Station 2, and several smaller areas. Staff hopes to use these areas as demonstration plantings that will help property owners understand how non-combustible zones can still provide aesthetically pleasing landscapes. VI. BUDGET INFORMATION The current 2022 budget for implementing the Fire Free Five program on town-owned structures is $200,000, which is adequate for the current Arbor and Landscape Buffer work as well as the installation of landscape replacements noted above. Additional funding will be requested in the 2023 budget to complete Priority 2 and 3 town-owned structures. VII. STAFF RECOMMENDATION Staff recommends authorizing the Town Manager to enter into a contract with SHC Nursery and Landscape Company in an amount not to exceed $112,270 for the installation of Landscape Buffer Work as part of the Fire Free Five program. VIII. ACTION REQUESTED BY COUNCIL Staff requests that the Town Council authorize the Town Manager to enter into a contract with SHC Nursery and Landscape Company in an amount not to exceed $112,270 for the installation of Landscape Buffer Work as part of the Fire Free Five program. Attachments: Appendix A Priority List of town-owned structures 113 Town of Vail Page 3 Town-owned Facilities Priority List for Implementation Fire Free Five Priority 1 • Municipal Building • Community Development • Fire Stations 1, 2 and 3 • Vail Library • Donovan Pavilion • Public Works Administration • Buzzard Park Housing • Village Parking Structure (south side) • Lionshead Welcome Center Priority 2 • Covered Bridge • Dobson Ice Arena • Lionshead Transit Center • Vail Golf Club • Village Parking Structure (remainder) • Ford Park o Tennis Center o Sports Central o Maintenance Facility o Restroom Facility o Nature Center Priority 3 • All park restroom/picnic shelters • Lionshead Parking Entry • Ford Park Trash Enclosure 114 AGENDA ITEM NO. 6.1 Item Cover Page DATE:September 20, 2022 TIME:15 min. SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Action Items AGENDA SECTION:Action Items SUBJECT:Resolution No. 43, Series of 2022 , A Resolution of the Vail Town Council Opting the Town Out from Participation in the State of Colorado Family and Medical Leave Insurance Program SUGGESTED ACTION:Approve, approve with amendments or deny Resolution No. 43, Series of 2022 PRESENTER(S):Krista Miller, Human Resources and Risk Management Director and Wendy Rehnborg, Senior HR Professional STAFF RECOMMENDATION:Approve, approve with amendments or deny Resolution No. 43, Series of 2022 VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: FAMLI Opt Out-R090722.docx September 2022_CO_FAMLI_Memo.pdf 2022_CO_FAMLI Town Council Presentation 09202022.pdf 115 1 9/15/2022 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@F40BD07E\@BCL@F40BD07E.DOCX RESOLUTION NO. 43 SERIES 2022 A RESOLUTION OF THE VAIL TOWN COUNCIL OPTING THE TOWN OUT FROM PARTICIPATION IN THE STATE OF COLORADO FAMILY AND MEDICAL LEAVE INSURANCE PROGRAM WHEREAS, the Colorado Family and Medical Leave Insurance Act (the "Act") was enacted into law in 2021 and codified in Article 13.3 of Title 8 of the Colorado Revised Statutes; WHEREAS, Section 8-13.3-522 permits local governments to opt out of participation in the program by a majority vote of the governing body at a public meeting; WHEREAS, coverage under the Act begins January 1, 2023, and the Town must opt out prior to that time; and WHEREAS, the Town Council finds it is in the best interest of the Town to decline participation in the Act. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL: Section 1.The Town hereby declines to participate in the Colorado Family and Medical Leave Insurance Act program and thus opts out of said program. Section 2.The Town Manager or a designee is authorized to take any and all further actions necessary to effectuate the Town opting out from participating in the insurance program under the Act. INTRODUCED, READ, APPROVED AND ADOPTED THIS ___ day of _______________, 2022. ______________________________ Kim Langmaid, Mayor ATTEST: ____________________________ Stephanie Bibbens, Town Clerk 116 To: Vail Town Council From: Human Resources/Risk Department Date: September 20, 2022 Subject: Resolution to decline participation in the Colorado FAMLI Paid Leave Program I. SUMMARY In November, 2020, Colorado voters approved Proposition 118, which paved the way for a state-run paid Family Medical Leave Insurance (FAMLI) program. Although the program is not effective until January 2023, the Town must decide in 2022 whether to participate in the state- run program. Staff presented considerations for opting in or out to Council on July 5, 2022. The staff recommendation was to decline participation in the state-run FAMLI program and consider further analysis of town benefits where adjustments could be made to better align with the FAMLI program benefits. The Human Resources department has analyzed our current leave programs to evaluate recommendations where our benefits fall short of the FAMLI program benefits. II. BACKGROUND & CONSIDERATIONS: The State of Colorado Paid Family Medical Leave Insurance (FAMLI) program provides employees up to 12 weeks of paid leave to take care of themselves or a family member during life events like injury, serious illness, or pregnancy. Participating employers and employees will both contribute to premiums for FAMLI. Participating employers are to start collecting and remitting premiums Jan. 1, 2023, and benefits will be available to employees starting Jan. 1, 2024. Premiums are equal to .9% of each employee’s regular weekly wage. Half of the .9% (or .45%) is to be paid by the employee, and the other half is to be paid by the employer. The employer is responsible for collecting employee premiums via payroll deduction, and for remitting all premiums to the State on a quarterly basis. Premiums would be mandatory for all full-time, part-time, seasonal and temporary employees whether they ever utilize the benefit or not. While guidance and rulemaking is still being conducted by the state FAMLI Division, preliminary benefits have been outlined in the law. Benefits during a state approved FAMLI leave, are expected to pay employees between 37% and 90% of their wages, capped at $1,100 per week. For example, an employee earning about $1,500 per week will receive approximately 68% of their weekly wage, or $1,018 per week while on FAMLI. While all municipalities are included in FAMLI by default, a municipality may decline participation and avoid the employer portion of premiums by a vote of a governing body by 117 Town of Vail Page 2 December 31, 2022. The municipality must give prior notice of the vote in the same manner it notices other public business, must provide special notice to employees, and must take testimony before voting. Declination by a municipality allows employees to individually opt in to the FAMLI program at their same employee only cost if they so desire. The state has not yet clarified if the benefits for employees that choose to individually enroll will be reduced or remain as described above. Financial Considerations The town’s financial burden in the first year of the FAMLI program of .45% of wages is expected to be approximately $125,000. In addition, employees would bear the same equivalent financial contribution of .45%. The program costs are expected to increase in 2025 to 1.2% of wages, split between the employer and employee. Additionally, the Town currently pays an average of approximately $35,000 annually in short- term disability wages when employees need leave beyond their accrued paid time off. This short-term disability coverage currently provides 80% of weekly wages for employees on disability for up to 180 days. This disability benefit is in addition to accrued time off benefits, such as sick time and vacation/holiday accruals. Benefit Comparisons The presentation will provide examples on how the town’s benefits compare to the FAMLI program benefits as they are known today. In most cases the town’s benefits are of greater value to the employee than the state’s FAMLI program when comparing benefits for full-time employees. Additional details on the state’s benefit program will continue to be outlined over the coming months and town staff will continue to monitor these announcements. The town’s leave programs for part-time and seasonal employees are less than the state FAMLI program in several areas. Our part-time and seasonal workforce have minimal paid leave and are not currently eligible for short-term disability. The statute does not require the Town to provide a substitute benefit if declining participation, however, there are advantages to the Town doing so, including employee retention and attraction. Since a replacement plan is not mandated, the Town has more flexibility to create a similar benefit if so desired. III. STAFF RECOMMENDATION The staff recommendation is to approve the Resolution to Decline Participation in the Colorado FAMLI program and consider further enhancements of town benefits where adjustments could be made to better align with the FAMLI program benefits. In evaluating the town’s current benefits, the following benefit enhancements are recommended: • Expand paid leave (Short-term Disability) to include part-time and seasonal staff o Benefits paid at 80% of weekly scheduled hours o Eligible for the lesser of the term of employment or up to 12 weeks • Increase Short-term Disability benefit for childbirth to 12 weeks • Expand allowed use of sick time for family member qualifying leave (currently up to 48 hours sick time allowed for each family member illness/injury) • Allow employees to keep up to 160 hours of vacation while on leave (currently 80 hour maximum) 118 Town of Vail Page 3 • Clarify family member definition for sick time and approved leaves to include grandparent, grandchildren, siblings, and others with whom a "significant personal bond" exists • Expand approved leave to cover "Safe leave" (domestic abuse, stalking, assault, and/or abuse) and foster care placement Declining participation in the Colorado FAMLI program and enhancing the benefits outlined above, would prevent the town from incurring costly premiums and provide employee choice in participation, while still providing our employees with the protection of a paid leave program to care for themselves or a family member in the event of a serious illness or injury. IV. ATTACHMENT • Colorado FAMLI Paid Leave Presentation • Resolution to Decline Participation in Colorado FAMLI 119 PRESENTATION BY HUMAN RESOURCES FAMLI Family Medical Leave Insurance 120 Town of Vail | Human Resources What is FAMLI? •Created through Statewide voters’ approval of Proposition 118 in 2020, the Family and Medical Leave Insurance (FAMLI) program “exists to ensure all Colorado workers have access to paid leave” •FAMLI differs from the federal FMLA in that it provides paid leave, based on an employee’s weekly wage; further, FAMLI’s benefits depend on time employed within Colorado and not at a particular employer •The Town will automatically become covered if no action is taken •If the Town Council approves the Resolution to decline participation, the decision is not permanent and can be reconsidered at anytime 121 What Is FAMLI? Town of Vail | Human Resources Coverage Under the FAMLI: •12 weeks of paid aggregate family or medical leave to care for: •New child •Their own health or family member •Exigency leave or safe leave •Pregnancy and childbirth complications •Benefits are expected to pay: •90%of their average weekly wage for the portion of their wages equal to or less than 50%of the state average weekly wage;and •50%of the portion of their wages that exceeds the state average weekly wage. •Maximum weekly benefit of $1,100 for 2024. •FMLA Leave will run concurrently with the Act. 122 Local Government Employer options Town of Vail | Human Resources Participate in FAMLI: •Participation requires shared responsibility for funding the program with employees. Premiums are set at 0.9% of the employee’s wage, with 0.45% paid by the local government and 0.45% paid by the employee. •FAMLI premiums would begin on January 1, 2023. •FAMLI benefits for employees would not begin until 2024. •Three (3) year commitment to participate. •Premiums may increase starting in 2025 to 1.2% of gross wages. •Employers are responsible for any errors in calculation of premium for both employer and employee portions. 123 Local Government Employer options Town of Vail | Human Resources Decline participation in FAMLI: •Equivalent paid leave benefits are NOT required for local government employers who vote to decline participation. •If we decline participation, can re-join at any time with a 3-month waiting period. •Employees still have the option of self-selecting FAMLI coverage if the town approves the resolution. 124 Town of Vail’s current leave options Town of Vail | Human Resources Vacation & Holiday Accrual (Full time year-round only) •0-3 Years of service = 4.2 Weeks/ year •3-6 Years of service = 5.2 Weeks / year •After 6 Years of service = 6.2 Weeks/ year Sick Leave –96 hours per year for FT and up to 80 hours for seasonal Sick Bank –available for catastrophic illness or injury –matches current sick accrual balance Short-term Disability –available first of month following 30 days.80% wage replacement for up to 180 days 125 Town of Vail’s Current Benefit Comparison Town of Vail | Human Resources Full-time TOV FAMLI Pay / Benefit level •100% of wages while on sick or vacation time •96 hours/year sick •80% while on short- term disability max $1,850 per week •37% to 90% of wages •Max of $1,100 per week Waiting period •No wait on sick/vacation •30 days for short-term disability •After earning $2,500 in wages •**180 day waiting period? Maternity paid time •12 week leave •6-9 weeks paid on sick or short-term disability •12-16 weeks paid as above Paternity paid time •12 weeks leave •96 hours paid on sick •12 weeks paid as above 126 Town of Vail’s Current Benefit Comparison Town of Vail | Human Resources **FAMLI rulemaking is still in process and details are not yet finalized. Part-time/Seasonal TOV FAMLI Pay / Benefit level •100% of wages while on sick •80 hours/year sick leave max •No short-term disability •37% to 90% of wages •Max of $1,100 per week Waiting period •No wait on sick/vacation •After earning $2,500 in wages •**180 day waiting period? 127 Staff Recommendations Town of Vail | Human Resources Recommended benefit enhancements •Expand paid leave (Short-term Disability) to include part-time and seasonal staff •Benefits paid at 80% of weekly scheduled hours •Eligible for the lesser of the term of employment or up to 12 weeks •Increase Short-term Disability benefit for childbirth to 12 weeks •Expand allowed use of sick time for family member qualifying leave (currently up to 48 hours sick time allowed). •Clarify family member definition for sick time and approved leaves to include grandparent, grandchildren, siblings, and others with whom a "significant personal bond" exists •Expand approved leave to cover "Safe leave" (domestic abuse, stalking, assault, and/or abuse) and foster care placement. 128 Staff Recommendations Town of Vail | Human Resources Summary Approve Resolution to Decline Participation in FAMLI •Town’s benefits exceed FAMLI benefits in most cases •Employees get equivalent/better benefits without extra cost •Employees can still choose participation instead of mandate for all •Opportunity to enhance TOV’s existing benefits​ •Town can reconsider participation in the future 129 AGENDA ITEM NO. 6.2 Item Cover Page DATE:September 20, 2022 TIME:30 min. SUBMITTED BY:Carlie Smith, Finance ITEM TYPE:Action Items AGENDA SECTION:Action Items SUBJECT:Ordinance No. 18, Series of 2022, First Reading, An Ordinance Making Budget Adjustments to the Town of Vail Real Estate Transfer Tax Fund of the 2022 Budget for the Town of Vail, Colorado, and Authorizing the Said Adjustments As Set Forth - "Booth Heights" SUGGESTED ACTION:Approve, approve with amendments or deny Ordinance 18, Series of 2022 First Reading. PRESENTER(S):Carlie Smith, Finance Director STAFF RECOMMENDATION:Approve, approve with amendments or deny Ordinance 18, Series of 2022 First Reading. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: 092022 2022 3rd Budget Supplemental- Booth Heights Parcel.pdf 130 TO: Vail Town Council FROM: Finance Department DATE: September 20, 2022 SUBJECT: Funding the Condemnation Purchase of Booth Heights Parcel I. BACKGROUND The purpose of this memo is to provide Council with a funding analysis to illustrate the potential impacts on town finances when making an offer to Vail Resorts to purchase the Booth Heights parcel. This analysis considered two different scenarios; $10.0M and $15.0M. It does not consider additional legal fees and expenditures should the town’s offer not be accepted and the condemnation proceeds to the courtroom. II.FUNDING THE PURCHASE OF THE BOOTH HEIGHTS PARCEL Staff recommends utilizing the Real Estate Transfer Tax reserves in each scenario. Open space is an approved use of RETT Funds. Attachment A of this memo is a summary of the Real Estate Transfer Tax Fund five-year plan with projected impacts on the fund balance should the Booth Heights property be purchased for $10.0M or $15.0M. The RETT Fund’s projected fund balance at the end of 2022 without this purchase is $17.6M. At a purchase price of $10.0M, there will be $6.0M available in fund balance over the next five years allowing for some flexibility for future projects and programs. At a purchase price of $15.0M, the fund balance dips to $3.0M in 2023 and then by 2026 drops to just over $1.0M. In this scenario, the RETT fund is depleted and will remain so until revenue streams exceed annual operations and capital maintenance. New capital projects or adding new programs would require a loan from the Capital Fund or General Fund, external financing or be deferred until reserves accumulate. The chart below is intended to show the ability of annual revenues to cover normal operating and capital maintenance expenditures over the next five years. The chart does not include available reserves. The available reserves will be dependent upon the cost of purchasing Booth Heights and as mentioned above RETT reserves could range between $1.0M and $6.0M after covering the land acquisition. Revenues (represented by the red line) have been projected conservatively. Real estate transfer tax collections can be volatile and vary with the strength of the real estate market. The 131 Town of Vail Page 2 RETT fund has experienced record collections over the past two years, but real estate sales are anticipated to decline as interest rates continue to increase and the economy slows. This would limit the ability to build up the fund balance after depleting reserves to purchase the property. Over the next five years, average annual revenues of approximately $7.3M are prioritized to fund annual operations ($4.5M) and capital maintenance of the town’s current assets ($2.5M). Normal annual expenditures are covered by annual revenues, but without any excess to allow a buildup of future reserves, expand programs or fund new capital projects. Council will need to prioritize projects and programs within the budget process. Depending on future RETT collections, the RETT Fund may also require a loan or transfer from another internal fund to cover expenditures beyond annual revenues. In that case, staff would recommend that a promissory note from the Capital Projects Fund or General Fund be issued and paid back over time. Projects within the current five-year plan include: 2022 Ford Park pavers ($1.2M), Design and planning to redevelop the nature center- currently on hold ($384K) Restroom at Booth Lake trailhead ($438K) Water quality infrastructure ($2.0M), Athletic field restroom and storage building ($1.0M) Biodiversity study ($175K) Dowd Junction wildlife crossing feasibility study ($175K) Ford Park Master Plan ($200K) RETT Projected Reserves: Current: $16.0M At $10.0M: $6.0M remaining reserves At 15.0M: Reserves are depleted 132 Town of Vail Page 3 2023 East Vail Interchange Trail parking expansion ($200K) 2024 Pedestrian connectively projects- S. Frontage Rd to Dobson ($600K) Red Sandstone picnic structure ($75K) 2025 Gore/Deluge Lake trailhead improvements ($400K) 2026 Pedestrian connectively projects- Donovan to cascade ($600K) III. OTHER CONSIDERATIONS The Council has also identified several large projects that are currently unfunded. Reserves alone will not be able to fund all of these projects which will require the need to prioritize projects, assess project timing, explore public/private partnerships, apply for grant funds, and analyze acquiring additional debt. Attachment B lists these projects by fund. Many of these projects are anticipated at a cost that will exceed projected reserve levels over the next five years. Across the town’s three main funds, the General Fund, Capital Projects Fund, and Real Estate Transfer Tax fund, the total projected fund balance at the end of 2022 is $92.0M. At the cost of $10.0M or $15.0M that would decrease to $82.0M and $77.0M, with the purchase of the Booth Heights parcel. 133 ATTACHMENT A 2022 Forecast 2023 2024 2025 2026 Revenue RETT 8,400,000             7,200,000         7,272,000         7,345,000         7,420,000          Other 1,002,339             270,593            311,530            317,238            317,539             9,402,339             7,470,593         7,583,530         7,662,238         7,737,539          Expenditures Priority A Department Operations 4,177,757             4,377,737         4,424,625         4,550,062         4,679,054          Capital Maint 3,202,738             1,225,000         1,098,064         1,777,500         1,255,450          VRD Capital Maint 1,168,772             267,797            237,222            605,814            1,424,666          Total Priority A 8,549,267             5,870,534         5,759,911         6,933,376         7,359,170          Priority B Programs/Studies 2,143,275             897,719            913,190            923,817            944,440             Contributions 139,149                116,649            116,649            118,982            118,982             New/Expansion Capital 9,000,054             200,000            675,000            475,000            600,000             Total Priority B 11,282,478          1,214,368         1,704,839         1,517,799         1,663,422          Total Expenditures 19,831,745          7,084,902         7,464,750         8,451,175         9,022,592          Revenue over/(under) Expenditures (10,429,406)         385,691            118,780            (788,937)           (1,285,053)        Beginning Fund Balance 28,077,540          17,648,134      18,033,825      18,152,605      17,363,668       Ending Fund Balance 17,648,134          18,033,825      18,152,605      17,363,668      16,078,615       Beginning Fund Balance 28,077,540          7,648,134         8,033,825         8,152,605         7,363,668          Booth Heights Parcel: $10.0M (10,000,000)          Ending Fund Balance 7,648,134            8,033,825        8,152,605        7,363,668        6,078,615         Beginning Fund Balance 28,077,540          2,648,134         3,033,825         3,152,605         2,363,668          Booth Heights Parcel: $15.0M (15,000,000)          Ending Fund Balance 2,648,134            3,033,825        3,152,605        2,363,668        1,078,615         $10 Million $15 Million RETT  Five‐ Year Projected Fund Summary Page 4 134 UNFUNDED**Costs are estimates**VRA RETTCapital Projects FundDescriptionHousing Programs/ Projects/PartnershipsWest Middle CreekDevelopment/Purchase of East Vail CDOT PurchaseWest Vail Master Plan ProjectsMunicipal Building Remodel30,000,000 Civic Area Plan ImplementationA variety of funding & financing mechanisms are available depending on projects identifiedMain Vail Round-about Major Reconstruction3,600,000 Recent paving and I-70 Underpass project will extend the life of current roundaboutsWest Vail Round-about Major Reconstruction1,000,000 Recent paving and I-70 Underpass project will extend the life of current roundaboutsRoad Reconstruction1,100,000 Major improvements to various Vail roads that are reaching end of life (25-35 years) andpossible expansion of cul-de-sacsTimber Ridge Transit Stop Improvements2,000,000 Transit Stop Improvements to coincide with Timber Ridge RedevelopmentBooth Falls Turn Lane1,000,000 Turn Lane added due to increased enrollment at VMS; pending cost share with VMSBuffher Creek Turn Lane1,000,000 Turn Lane to Accommodate growing traffic needsCommunity Ice SkatingOutdoor community ice at some of Vail parks such as DonovanPW Housing6,000,000 Employee housing at Public Works siteTimber Ridge Redevelopment100,000,000 A variety of funding & financing mechanisms are available depending on projects identifiedFuture stages of PW Shops Master PlanNature Center6,000,000 Permanent Location for the Children's' Garden of Learning12,000,000 Electric Snowmelt BoilersBuilding Energy EfficienciesLionsHead Parking Structure East Entry Improvements3,600,000 Does not add spaces, but brings remainder of structure up to standards of new transit center and current codes; enhances guest experience; includes heated stairways on east side- will not be funded until the Civic Area Plan is completeGore Valley Trail near the Lionshead gondola2,300,000 Outcomes from the Ford Park Master PlanElectronic Directories in VillagesInformation and wayfinding Kiosks in Lionshead and Vail VillageElectronic car charging stations in parking structuresHigh powered charging stations in the parking structures - costs and grants being researchedTotal3,600,000 8,300,000 157,700,000 Eligible for funding fromPage 5Attachment B135 Ordinance No. 18, Series of 2022 ORDINANCE NO. 18 SERIES OF 2022 AN ORDINANCE MAKING BUDGET ADJUSTMENTS TO THE TOWN OF VAIL REAL ESTATE TRANSFER TAX FUND OF THE 2022 BUDGET FOR THE TOWN OF VAIL, COLORADO; AND AUTHORIZING THE SAID ADJUSTMENTS AS SET FORTH HEREIN; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, contingencies have arisen during the fiscal year 2022 which could not have been reasonably foreseen or anticipated by the Town Council at the time it enacted Ordinance No. 21, Series of 2021, adopting the 2022 Budget and Financial Plan for the Town of Vail, Colorado; and, WHEREAS, the Town Manager has certified to the Town Council that sufficient funds are available to discharge the appropriations referred to herein, not otherwise reflected in the Budget, in accordance with Section 9.10(a) of the Charter of the Town of Vail; and, WHEREAS, in order to accomplish the foregoing, the Town Council finds that it should make certain budget adjustments as set forth herein. NOW, THEREFORE, BE IT ORDAINED, BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO that: 1. Pursuant to Section 9.10(a) of the Charter of the Town of Vail, Colorado, the Town Council hereby makes the following budget adjustments for the 2022 Budget and Financial Plan for the Town of Vail, Colorado, and authorizes the following budget adjustments: Real Estate Transfer Tax Fund 12,000,000 Total $ 12,000,000 2. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. 3. The Town Council hereby finds, determines, and declares that this ordinance is necessary and proper for the health, safety, and welfare of the Town of Vail and the inhabitants thereof. 4. The repeal or the repeal and reenactment of any provision of the Municipal Code of 136 Ordinance No. 18, Series of 2022 the Town of Vail as provided in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceedings as commenced under or by virtue of the provision repealed or repealed and reenacted. The repeal of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. 5. All bylaws, orders, resolutions, and ordinances, or parts thereof, inconsistent herewith are repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution, or ordinance, or part thereof, theretofore repealed. INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 20th day of September 2022, and a public hearing shall be held on this Ordinance on the 4th day of October 2022, at the regular meeting of the Town Council of the Town of Vail, Colorado, in the Municipal Building of the town. _______________________________ Kim Langmaid, Mayor ATTEST: ___________________________ Stephanie Bibbens, Town Clerk 137 AGENDA ITEM NO. 6.3 Item Cover Page DATE:September 20, 2022 TIME:60 min. SUBMITTED BY:Greg Hall, Public Works ITEM TYPE:Action Items AGENDA SECTION:Action Items SUBJECT:Winter Parking Plan SUGGESTED ACTION:Approve the winter 2022-2023 parking and mobility program as well as approve budget adjustments related to the winter 2022-2023 parking and mobility program. PRESENTER(S):Greg Hall, Director of Public Works and Transportation STAFF RECOMMENDATION:Approve the winter 2022-2023 parking and mobility program as well as approve budget adjustments related to the winter 2022-2023 parking and mobility program. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: parking memo.doc Parking and Mobility Task Force Meeting 0915221 - packet.pptx Parking Public Comment.pdf 138 1 TO:Vail Town Council FROM:Parking and Mobility Task Force Greg Hall, Director of Public Works and Transportation Stephanie Kashiwa, Parking Operations Manager DATE:September 22, 2022 SUBJECT:Parking and Mobility Task Force recommended winter 2022-2023 parking program I.PURPOSE The purpose of this item is to: Provide Town Council with the Parking and Mobility Task Force (PAMTF) parking program recommendations for winter 2022-2023. Request Town Council approve the winter 2022-2023 parking and mobility program. Request the Town Council approve budget adjustments related to the winter 2022-2023 parking and mobility program. II.BACKGROUND The Parking & Mobility Task Force or a previous version was formed in 1999 in an advisory capacity and has been enacted through the years at the direction of the Vail Town Council. In reinstating the Task Force, the role of the 11-member group is to provide advisory input and recommendations on parking, transit and mobility services and operations. Representatives are as follows: Representing the retail community – Hilary Magner Representing the restaurant community -- Mike Dunlap and Brian Butts Representing the lodging community – Chad Stephens Representing the community-at-large – Mike Griffin and Ross Sappenfield Representing Sustainability Community – Kira Koppel Representing Vail Resorts – Beth Howard and Jeff Babb Representing the Vail Town Council - Jonathan Staufer and Jen Mason The Task Force is supported by various departments and agencies to assist with technical expertise. III.TASK FORCE DISCUSSION AND RECOMENDATIONS The PAMTF convened a total of six times over the summer meeting 5/26, 7/1, 7/14, 7/26, 8/5 and recently on 9/12. The final discussion was focused on a recommendation for the winter 2022-2023 139 2 season. Since presenting to the Town Council on August 16, presentations were also made to the Vail Chamber and Business Association and the Vail Economic Advisory Council. The previous council memo from 8/16/22 is attached as a reference regarding the earlier task force meeting discussions. Taking the input from the three presentations, feedback received by the individual task force members and feedback the town received, the task force refined the recommendations for this coming winter season. Paid Parking in outlying areas as well as overflow frontage road parking The staff reported out the results of being able to implement the original recommendations regarding instituting paid parking at these locations this year. The results are as follows: Staff explored feasibility of implementation and raised some significant concerns, •Required the user to set up a second account within a separate web-based system, after being verified by the town overall pass system •Required that we email a discount coupon code to be attached by the user to the second account, once a verified user was established in our overall pass system, if this emailed coupon code was lost then the intended discount would not work. If the coupon codes were different amounts for different areas, then a separate code would be needed for each area. •Real time space availability status was not available to the public. •The QR Code only took you to the web site and users still had to identify the area where they were parking by inputting the parking zone number from the sign, in addition to payment method and license plate if they were an infrequent or first-time user that hadn’t set up a secondary account. The complexities would negatively impact a seamless guest experience due to unproven components of the technology. In addition to the ability to pay, it is critical in providing adequate dynamic messaging capabilities at the many initial contact points throughout town with our users. This critical component required significant more time to procure and install the infrastructure necessary to properly message accurate and real time information. It is recommended to delay this season’s implementation of paid parking in outlying areas and the frontage road and continue to refine and investigate a means to have the ability to implement in future years. Rates and Passes Initial proposed rates were reviewed based on the input received. The concept of modifying the free after three is recommended to be put on hold this season and focus more on the peak times and days. The initial 0-2 hour free period is recommended to be modified to 30 minutes free. Pass products pricing was reviewed and modified. Incentives were also put in place for the pass holders. These are provided to encourage more users having a pass product to access parking in Vail. It is also recommended to not differentiate between Vail Locals and Eagle County Locals on the rates charged. Carpool Implementation The town is committed to implementing a carpool program at either Ford Park or Red Sandstone this season on peak day mornings. Comprehensive Communication and Media It is paramount a comprehensive communication, branding and media plan is part of the rollout including: Information is easy to understand 140 3 Translates to all platforms both graphically and text Print, web page, mobile devices and easy to connect IP address links for others to use Initial marketing which includes significant outreach to partners Ability for users to have information to plan ahead Ability to receive alerts, notices, provide real time information Clear and concise messaging at the point of entry and payment Clear messaging and wayfinding to direct parkers to their best option It is constant communication not only at the beginning but throughout the season and we ask our partners to assist in spreading the message on the changes Incentives for Preferred Travel Behavior and other Mobility Enhancements •Discounts for parking at lower demand facilities and on off-peak days •Possible reduced/Free ECO bus fares on peak days •Implement a Carpool program at one of the outlying lots on peak days •E-bike share access/discounts for next summer, possible winter •Increased TOV bus service on peak days, dependent on ability to hire drivers o East Vail increase frequency from 15 minutes to 8-10 minutes daytime o Includes Ford Park as well o West Vail South increase frequency to 15 minutes peak direction daytime •Convert Town of Vail transit bike racks to carry fat tire bikes •Secure e-bike parking in garages with charging capability •Possible Guaranteed Ride Home programs if a bus rider/carpooler misses their ride connection due to unforeseen circumstances. A taxi/rideshare fare to get home is then covered by the program by presenting a paid receipt there would be a limited number of reimbursements per user by season •Increased Pegasus 7 days a week this winter •Increased Bustang routes to 5 this winter 141 4 IV.RECOMMENDED WINTER 2022-2023 PARKING PROGRAM The Task Force recommends a combined management focus on behavior modification to optimize the resources available, and to reduce the demand on parking through dynamic pricing while providing alternative mobility choices for users. The task force felt that the dynamic pricing should look at our peak periods. A two stage peak (Red) 51 days and non-peak (Green) 113 days is presented. The most important part was to have the days identified upfront and well communicated to allow individuals to plan. In addition, it was important to recognize all users are not the same and have different mobility needs and potential impacts from revised management techniques. Retail or drive-up rates were established for the various locations. From the retail rates, specific rates were then established for our defined user groups. The rates also maintained some of the features most locals care about during off peak times, while shifting away from such a strong message of free parking, to a message of emphasizing choices and costs of coming to Vail during peak days by car. The Task Force makes the following recommendations when considering all the variables, policies and dynamics of mobility and the Vail parking program: reducing demand the desire to encourage transit and carpooling use discourage driving have parking policies more aligned with our environmental policies recognizing the need to cover costs of increased parking operations and transit services providing other mobility enhancements continued Travel Demand Management messages and programs consideration of the impacts on our economic drivers Rates: Vail Village and Lionshead RED Retail GREEN Retail Red Sandstone, Ford Park and Soccer Lots RED Retail GREEN Retail 0 - 30 min -$ 0 - 30 min -$ -$ 30 min - 1 hr -$ 30 min - 1 hr 5$ 2$ Day Rate 0 - 1 hr -$ -$ 1 hr- 2 hr -$ 1 hr- 2 hr 10$ 5$ 1 hr - 12 hr 20$ 10$ 2 hr- 3 hr 10$ 2 hr- 3 hr 20$ 10$ RSS Overnight 4am - 5am 35$ 35$ 3 hr- 4 hr 20$ 3 hr- 4 hr 30$ 20$ 4 hr - 5 hr 30$ 4 hr - 5 hr 40$ 30$ Entries after 3pm and ext before 4am -$ -$ Overnight 4am-5am 50$ Overnight 4am-5am 60$ 60$ Current Rates at VV and LH Current Rates Recommended Rates 142 5 Passes: Recommended Parking Pass Prices Passes Existing Proposed Premier $3,300 $5,500 Business Premier $2,000 $2,200 Employee $ 350 $ 425 Employee Plus $1,250 $1,850 Local $ 25 $ 50 Eagle County $ 25 $ 50 Colorado Implemented when able N/A TBD Passes are important to allow additional flexibility in rates and programs and target key stakeholders. Additional detail is provided in the PowerPoint presentation. It is in the Town’s best interest to have a significant number of pass holders as users of our system. This is a key component going forward to collect data on the various user group and use patterns to make informed decisions going forward. Proposed Budget Adjustments: One-time expenditures \Signs and installation $ 278,000 Mobility Enhancements $ 60,000 Extra first season personnel $ 63,000 First season branding and marketing $ 40,000 Total $ 441,000 On-going expenditures Carpool program $ 45,000 Mobility programs $ 25,000 Marketing $ 35,000 Total $ 105,000 Total Year-One Expenditures $ 546,000 The added expenditures will be covered by projected revenue increases for the season of $740,000. VI.ACTION REQUESTED Does Town Council Approve the Rate Structure recommended for the Winter 2022- 2023 Season? Does Town Council Approve the Pass Price recommended for the Winter 2022-2023 Season? 143 6 Does the Town Council Approve the additional components and budget adjustments of the Parking and Mobility plan presented for the Winter 2022-2023 Season? VII.STAFF RECOMMENDATION Staff recommends the Town Council approve a Winter 2022-2023 Parking Program to include the winter rate structure, the winter passes and prices and supplement the town’s 2022 budget regarding expenditures and revenues. VII.ATTACHMENTS August 16 Town Council memo PowerPoint Presentation 144 Parking And Mobility Task Force Winter 2022 - 2023 Parking and Mobility Recommendations |Vail Town Council Sept. 20, 2022 145 2 P u r p o s e a n d B a c k g r o u n d | H i s t o r y Town ofVail | Pub Works/Trans |9/20/2022 Balance how our mobility recommendations affect each area of focus Community Economic Experience Environment The operation of our parking programs and the operations of our transit system strive to meet and complement the policy goals set by the Town Council 146 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 21-22 Use Patterns (Fill Days + Close Days) Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 November 2021 December 2021 January 2022 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1 Road overflow VV filled Close overflow VV nearly Filled April 2022 February 2022 March 2022 147 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 The Town of Vail has chosen not to provide a supply of parking spaces for every day. In a 150-day or as this year a 171-day ski season, we strive to manage parking for 90% of the time. In the past, this has represented all but 15 days. 148 2 P a r k i n g a n d M o b i l i t y | September 120 2022 Town ofVail | Pub Works/Trans |9/20/2022 Climate Action Plan for Eagle County also adopted by Town of Vail Overarching goals: 25% reduction in GHG emissions by 2025 from 2014 baseline 50% by 2030 80% by 2050 2009 Town of Vail Sustainability Plan Transportation Goal •Decrease per capita Vehicle Miles Traveled (VMT) by commuters and guests by 20% by 2020 149 2 Town ofVail | Pub Works/Trans |9/20/2022 Parking Plan Policy Objectives Service Core Markets •Recreational and Cultural Visitors •Village Business patrons •Employees Manage the Yield Simplify the Product Design Products So We AreRevenue Neutral Increase Safety P a r k i n g a n d M o b i l i t y | September 20, 2022 150 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Optimization Strategy Summary Dynamic Pricing -> Optimizes Utilization of Existing Parking Capacity and Reduces Parking Demand Remove Barriers to Alternative Modes -> Increases Utilization of Alternative Modes and Reduces Parking Demand 151 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Reduce 300-500 cars from parking during the peak times to meet the Frontage Road goals Decrease all transactions by 10 % to meet the Climate Action goals 341,000 out of 668,000 transactions were free with another 50,000 free in non-managed areas 152 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Parking Calendars (2 Categories) Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 November 2022 December 2022 January 2023 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 April 2023 February 2023 March 2023 51 Peak Days 113 Non-Peak 153 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Segmented User Groups •Employee - Defined same as today (Employed within Village Core Map) •Vail local - Defined same as today •Eagle County local - Defined same as today •Colorado local - Must provide proof of residency in Colorado 154 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Proposed Daily Rates Vail Village/Lionshead 0 to 30 min 30 to 1 1 to 2 2 to 3 3 to 4 4+ 10 20 30 Free Red Green Free 60 60 Entries between 5AM and 3 PM Entries after 3 PM and exited before 4 AM Overnight Charge 4 AM to 5 AM 5 10 30 40 2 4 20 155 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Proposed Daily Rates Vail Village/Lionshead RED Retail Red Employee Red Local Red Eagle County Red Colorado Green Retail Green Employee Green Local Green Eagle County Green Colorado N/A 0 0 0 0 N/A 0 0 0 0 Day rate 0-30 min 0 0 0 0 0 0 0 0 0 0 30 min -1hr 5 5 5 5 5 2 0 0 0 0 1hr-2hr 10 10 10 10 10 5 0 0 0 0 2hr-3hr 20 20 20 20 20 10 5 5 5 10 3hr-4hr 30 25 25 25 30 20 10 10 10 20 4hr-12hr 40 30 35 35 40 30 15 15 15 25 0 0 0 0 0 0 0 0 0 0 Overnight 4 AM -5 AM 60 60 60 60 60 60 60 60 60 60 Vail Village and Lionshead Entires after 5 AM and out by 9 AM Arrrive after 3PM and Exit before 3 AM 156 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Proposed Daily Rates Close in Lots RED Retail Red Employee Red Local Red Eagle County Red Colorado Green Retail Green Employee Green Local Green Eagle County Green Colorado Day rate 0-1 hr 0 0 0 Limited Limited 0 0 0 0 0 1hr-12hr 20 0 10 Limited Limited 10 0 5 5 10 Overnight 4 AM -5 AM N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A RSS ovenight 4 AM -5 AM 35 35 35 35 35 35 35 35 35 35 Potential Carpool Lots 8AM-11AM 4 or more Free on Peak Days Red Sandstone Ford Soccer Municipal 157 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Existing Pass Proposed Pass Gold $3300 Premier $5500 Silver $2000 Business Premier $2200 Blue $1250 Employee Plus $1850 Pink $350 Employee $425 Vail Value Card Vail Local $50 Eagle Valley Value Eagle Valley Local $50 Colorado TBD 158 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 3 Tiers of Local Passes Vail and Eagle County Local Employee Employee Plus $50 $425 $1,850 X X Enter After 5 AM Exit befor 9 AM Red and Green $0 X X X X X X X X X X X X X X X Local/Employee Rates pay as you go VV/LH Requirement Employed an Average 30 hours per week in Village Core Cost to Purchase Local Rates pay as you go RSS/Soceer/Ford 2 hours Free Green Days Free Ford Park/RSS/Soccer all Days Free Vail Village Green Free LH Red and Green Limit to sales to 300 max 159 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Vail Local Eagle County Daily Max Daily Max Old Non-Peak and Peak $15 $24 $18 $26 New Non-Peak and Peak $15 $35 $15 $35 Last year 57 peak days, this year 51 Colorado Pass would be a nominal fee to be implemented after first phase 160 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Carpool Program One of the close-in lots to be managed as a carpool lot from 8 -11 a.m. on peak days and some additional Saturdays. This lot would either be Ford Park, or one level of Red Sandstone. If Local or Eagle County Local came in with 4 or more people it would be FREE. May also incentivize number of times carpooled for additional prize or recognition. Carpool Program Support and Incentives Ride Matching Services Cost Sharing Payment Options Park-n-Ride either formal or informal Guaranteed Ride Home programs Additional incentives, prizes, value adds, premium space locations 161 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 2-hour validation program for Vail Library, Dobson Ice Arena and Imagination Station Too much to drink/alternative way home = free out next day (Must enter after 3 p.m. and be out by 11 a.m.) Merchant validation system can be in place and is web based. Recommend a small pilot group to test Boards and Commissions o 162 2 P a r k i n g a n d M o b i l i t y | September 20 , 2022 Town ofVail | Pub Works/Trans |9/20/2022 Marketing and Communication Plan A new marketing and communications plan will be implemented. In the past we have generally updated our existing information; this requires a full marketing campaign. We will plan for continuous communications throughout the season and ask our partners to assist in spreading the message on the changes. We will encourage guests to come during non-peak periods, or use alternative travel methods during the peak times. 163 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Proposed Budget Adjustments Personnel Cost I additional seasonal Host 28000 I additional Seasonal Parking pass Sales 35000 Branding and Media Season Long Campaign 75000 Variable Rate Entry Column Signs Vail Village 40000 Lionshaead 40000 Ford Park 16000 Red Sandstone 32000 Variable Message Displays/Signs Vail Village 40000 Lionshead 40000 Ford Park 40000 Red Sandstone 30000 Carpool Carpool Personnel 20000 Carpool Incentives 25000 Mobility Enhancements Bike Storage/Charging 25000 Fat Tire Bus Bike Racks 35000 Mobility Incentives 25000 Total Cost $546,000 Additional Revenue $740,000 164 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Summary of Proposed Changes: • Keep “Free Entry After 3” • 2 hours free reduced to 30 min. • Daily and overnight charges for Red Sandstone, Ford Park and Soccer Lots • Other outlying lots: no change for now • Increase to Peak and Non-Peak Daily Rates • Pass Product changes • Mobility Improvements and Incentives • Comprehensive Marketing and Education planned 165 2 P a r k i n g a n d M o b i l i t y | September 20, 2022 Town ofVail | Pub Works/Trans |9/20/2022 Does Town Council Approve the Rate Structure recommended for the Winter 2022-2023 Season? Does Town Council Approve the Pass Price recommended for the Winter 2022-2023 Season? Does the Town Council Approve the additional components and budget adjustments of the Parking and Mobility plan presented for the Winter 2022-2023 Season? 166 From:Nina Sysko To:Council Dist List Subject:Winter Parking 2022/23 Date:Sunday, September 11, 2022 6:05:42 PM To Whom it May Concern, As I am sure you are aware, there is a rumor going around that parking in the town structures this winter will no longer be "free after 3pm" and you will now be charging until 5pm. This would be beyond detrimental not only to evening restaurant workers in town, but also to their employers and businesses as whole... which as you know, ultimately effects the tourist experience. Most restaurants in town require their PM teams to clock in by 3:30 or 4:00pm. If the parking is not free until 5:00, chances are that many employees will not be willing to pay to go to work every day and therefore will alternatively seek jobs down-Valley for the winter instead. I have heard many of my co-workers state already that they will not work at the Four Seasons this winter if they have to pay to park. This is of great concern, as I am sure you know, staffing restaurants in the Village is already a constant struggle, and this will only make things worse for all Vail evening businesses. Please consider, at the very least, making an exception and continuing "free after 3" for workers that can provide proof of their employment in the Village and Lionshead. If you must charge tourists until 5pm, so be it.... but I think it would be prudent to take great caution in prioritizing a bit of extra short-term income from local workers over the well-being of the total local economy in the long-term. Thank you for your time and thoughtful consideration. Kind Regards, Nina Rubin 167 From:Molly Helmreich Rabin To:Council Dist List Subject:Parking Initiative is Bad For Families Date:Tuesday, September 13, 2022 9:37:45 AM Hi all, Some of you know how hard my husband and I have fought to live in Vail in order to be a part of its amazing community. And a lot of that community is in the village. The suggested parking initiative will remove a lot of safety and sense of community that we've enjoyed over the years. With the disregard for pedestrian safety in West Vail (my neighbor was hit by a car two weeks ago and we've had too many close calls with our children on Chamonix Road while walking up to the bus stop) the village is a safe place for us to bring our children to be able just to be kids. It has provided support to us at times when we struggle with our twin 3 year-olds. As my friend told me when I was pregnant and anxious about being a mother of twins: "Those girls will have parents all up and down Bridge Street; they won't be able to sneeze without someone telling you about it." And that community has come through for us. In the wintertime, when it's dark so early and we find ourselves trapped in the house, the village offers lights and vibrancy that we can't replicate for our girls at home. We don't have full time preschool, so being able to bring the kids to town for a couple hours for lunch or play has been a lifesaver for us to break up the monotony of the day. On school days we often pick our kids up from CGL and head straight to town for a treat, pizza, and to enjoy the Ambiance. That's not something any family can achieve in fewer than 30 minutes, and delaying until 5 or having to go home to turn around and get on the bus with two tired, hungry three year olds is not a pretty picture. I read in the paper that Greg Hall said some adjustments can be made for hospitality workers who start work before 5 and end after the bus; as a former hospitality worker I fully support this. Please also consider some kind of adjustment for families that live in Vail as well. I am raising my children to be stewards of this beautiful place and to be proud of where they live. However, many working families will feel isolated and alienated by this proposed change. Thank you for your time, Molly Rabin Vail Resident 168 From:Patrick To:Council Dist List Subject:30 min parking proposal Date:Monday, September 19, 2022 10:07:30 AM The fact that it’s even being proposed to reduce the 2 hour free limit to 30 minutes is absolutely insane. How far out of touch must you be with the community? It’s already ridiculous that people that work in town aren’t provided with affordable parking (don’t act like the blue pass does much of anything) if they work during the day during ski season. Unless you have a solution for that, maybe it’s best to keep the 2 hours free or you won’t have many people left to vote to keep you in your positions. The money grab this town routinely tries to perform while not solving the most basic issues of the town of vail is laughable and y’all should be ashamed of yourselves. 169 From:Luke Ordway To:Council Dist List Subject:30 minutes free?! Date:Monday, September 19, 2022 11:13:46 AM Good day, I’m writing to express concerns over the changes regarding 2-hours of free parking. Changing to a 30 minute window effects your locals more than anyone. Visiting friends invite you to lunch? +$25 Quick morning turns before work? +$25 Want to have a interview? +$25 Treated to a Spa treatment? +$25 How far will it go? Farmers market for local goods? +$25 Please, unnecessary and $$ driven changes negatively affect and stress an already stressed local work force. I hope you hear from more people surrounding this issue. Luke Ordway 170 From:Caitlin Hanley To:Council Dist List Subject:30 minutes free parking Date:Monday, September 19, 2022 11:30:10 AM Hi there, I am writing about the proposal of only 30 minutes free parking in the winter. This would be an entirely negative effect on locals. This would allow any locals with gym memberships to have to pay to go to the gym. If we need to get coffee in town we are limited along with a quick lunch mid work. We would not be able to quickly go get an item at a local bike place or ski place fixed as 30 minutes is entirely too short. It also limits our quick work laps which is often a reason people take pay cuts to be apart of this work force. If you think this would benefit locals I think you are misinformed. I am not sure how this would limit tourists or manage them as well thus I think this proposal is pretty silly and would provide more stress in the local community. I am also super disappointed these are topics you guys are going over versus really focussing on limiting short term rentals and expanding local housing... Best, Caitlin 171 From:Marissa Kovac To:Council Dist List Subject:Locals NEED free 2 hour parking Date:Monday, September 19, 2022 11:32:11 AM Hey there, I’m writing to express my concern over the changes regarding the 2 hour free parking. Changing the 2 hour free parking to 30 minutes would drastically affect the locals. 30 minutes doesn’t allot time for ANYTHING in the village. Please take into consideration the time it takes walking to and from the parking structure…. If one of the two coffee shops in town has a line out the door, we have to pay extra for it… there is no such thing as a quick bite to eat… feeling rushed to rent a book from the library… the list goes on and on. Anything less than 2 hours will not give the people enough time to get things done. The unnecessary time cutts & price jumps won’t help ANYONE. Be the local people who help the local people….. Marissa Kovac Sent from my iPhone 172 From:May Jackson To:Council Dist List Subject:30 minutes free?! Date:Monday, September 19, 2022 12:25:52 PM Good day, I’m writing to express concerns over the changes regarding 2-hours of free parking. Changing to a 30 minute window effects your locals more than anyone. Visiting friends invite you to lunch? +$25 Quick morning turns before work? +$25 Want to have a interview? +$25 Treated to a Spa treatment? +$25 Using your gym membership/per visit? +$25 How far will it go? Farmers market for local goods? +$25 Please, unnecessary and $$ driven changes negatively affect and stress an already stressed local work force. I hope you hear from more people surrounding this issue. Sincerely May Jackson 173 From:Missy Hampton To:Council Dist List Subject:Parking Date:Monday, September 19, 2022 2:02:46 PM Hello, As a long time local I am devastated to hear that the council is considering getting rid of the free 2 hour parking. In a place that is already so expensive and difficult to live year around, adding this is just another way locals are being pushed out. Having to pay just to access things like our favorite lunch spot or coffee shop is ridiculous. Also, many locals live to ski and being able to get in a quick hour on a work day is what they live for and keeps them in this town. Many could not afford this extra cost every day that they want to do what they enjoy so much. An exorbitant amount of money is already made by the town for day parking, why add this charge that makes such a difference to the people who live in and love this town. Thanks for your consideration. Missy Hampton Sent from my iPhone 174 From:Sara Morris To:Council Dist List Subject:Parking - Leave the 2 hrs for locals Date:Monday, September 19, 2022 2:06:06 PM Hello, I am writing in per the idea of changing the 2 hr free parking to 30 minutes. Please reconsider this idea...we are a local family living in Vail. This would add a lot of extra costs for us on exercise, working, and spending money with in our local economy. We visit the village often to let the kids ride their bike, play at the parks, ect... we also therefore spend our money in many local small businesses. The extra $25-35 dollar to just head into enjoy our town would be a huge disappointment. We also spend what we think is alot on the gym in town so that we can exercise and work. We work for local companies but " from home" so we utilize the co working space at Gravity/ Haus Dryland. While I am happy to pay after 2 hrs sometimes we just want to run in and take a class... this is also one of the only gym options in town for locals. IF someone decides to change this please consider letting us that have a Locals Card keep the 2 hr free parking. We all came to LIVE in this town not just behave like visitors. We also love our bus system but we can not always utilize it with busy life schedules and kids. Thanks Sara -- Sara Morris Burden saramorris80@gmail.com 175 From:gpaxvail@aol.com To:Council Dist List Subject:parking passes for Board members Date:Monday, September 19, 2022 4:10:07 PM Members of the Council: I have been told that the subject of parking passes for Community Board members (PEC, DRB, etc) is up for discussion again tomorrow 9/20. Unfortunately, I cannot attend either afternoon or evening meeting to present arguments in favor of continuing the benefit. It is no doubt self serving for me to address this issue, and I fully acknowledge that we all volunteer for board positions. But, I would like to remind you of the hours it takes to serve on the PEC, not only at the meetings but in the hours each month that we spend wading through the packets. In return, the TOV has been paying most of the cost for our ski passes and has been giving us Blue parking passes. They are much appreciated. Over my years on the PEC and my years with the parking pass benefit, we have used it to varying degrees. Back when my wife worked at CMM Vail, she used it to park for work 3 days a week in Lionshead (she is now in Avon- never in Vail). When the kids were smaller, we used it every weekend to facilitate skiing (too hard to herd the kids and schlepp all their gear on overcrowded east Vail busses). These days, the kids are too busy with sports and weekend homework to ski so I use it infrequently. I find that I benefit way more from the free-after-3 program. But having a pass is very helpful when unexpected events require me to go into one of the villages during the day (lunch, client meeting, etc) and it would take too long to work my way there and back via the bus system. I can go in, do my business, and get back to the office without thinking or delays. That is a benefit worth having. Thank you, Henry Pratt east Vail PEC 176 From:Brian Stockmar To:Council Dist List Subject:Parking issues Date:Tuesday, September 20, 2022 12:56:06 PM There are fundamental questions about parking in Vail that I believe have never beenanswered fully: What is the real purpose of the two-hour free parking policy? Who benefits? Who bears the cost? The historic two-hour free parking policy poorly serves the needs of the Town of Vail and itsresidents. It has been prone to abuse and tends to benefit non-residents of Vail over theinterests of residents. The proposed 30-minute free parking minimum would better serve the interests of residents byallocating time for quick errands and better serves the interests of the Town by generatingrevenue from longer term parking. It is nonsensical from an economic standpoint for residentsof Vail to subsidize parking by non-residents of Vail. What, however, is the full justificationfor the differences between “peak” and “non-peak” pricing? Our costs essentially remain thesame regardless of peak and non-peak periods. I have suggested that the most important visitors to Vail are people who spend money in ourstores, bars, and restaurants. Consider a program that grants parking validation or credit forpatrons of these businesses. The businesses win, and the Town has commerce. I have also argued that frontage road parking can be shown NOT to benefit the businesses inTown, other than the Broomfield company. There are readily available tools to analyzeanonymous cellphone movements that could demonstrate that those who park on our frontageroads do not generally patronize our stores, bars, and restaurants. Why has this analysis notbeen undertaken? I have read the concerns in the staff memo regarding the implementation of paid parking inoutlying and frontage road areas. It appears that these concerns have been driven by extremelylimited and short-sight thinking restricted to only one solution. This issue needscomprehensive analysis and review of other solutions that have been successfullyimplemented in Boulder, Colorado, and virtually all European communities that have facedsimilar issues. 177 There is still a lot of work and analysis to be done and the analysis should not be driven bylimited and special interests. Thank you. Brian Stockmar East Vail 178 From:chelsea keck To:Council Dist List Subject:TOV Parking Date:Tuesday, September 20, 2022 3:31:38 PM Hi Town Council, Thank you for your time. I’m writing to express my concern over the changes regarding the 2 hour free parking. The 90 minutes free parking did not work out previously. Changing the 2 hour free parking to 30 minutes would drastically affect the locals. 30 minutes doesn’t allot time for ANYTHING in the village. Please take into consideration the time it takes walking to and from the parking structure…. If one of the two coffee shops in town has a line out the door, we have to pay extra for it… there is no such thing as a quick bite to eat… feeling rushed to rent a book from the library… the list goes on and on. Anything less than 2 hours will not give the people enough time to get things done. The unnecessary time cutts & price jumps won’t help ANYONE. Be the local people who help the local people….. Thank you for taking the time to read this, Chelsea Keck 10 year Vail Local- who is buying in Gypsum because housing is out of control Sent from my iPhone 179 From:Andrew Odlin To:Council Dist List Subject:Proposed parking limitations Date:Tuesday, September 20, 2022 3:34:59 PM Good afternoon, I am writing to express my concern about decreasing the 0-2 hour free parking to 30 minutes. Parking is already prohibitively expensive and way beyond what other ski areas charge. Additionally, other ski areas are more commonly not the only place one may park to be in the town, regardless of mountain activities. This reduction in free time is just another hardship for locals already battling the high cost of living. This proposal seems purely financially motivated without a consideration of the impact to those who enjoy being in town without being gouged for the privilege. Please keep the time free for two hours. One of many who appreciate the current system, Andrew -- Andrew Odlin 719-304-4414 180 From:Andrew Bare To:Council Dist List Subject:Thoughts on parking & condemnation spending Date:Tuesday, September 20, 2022 4:49:47 PM Hi Town Council, I’ve been a valley resident for 12 years and Vail for a total of 6. I manage a store that generates a heck of a lot of sale tax revenue for the town. Paid Parking Only 30 minutes of free parking is going to adversely effect your hard working locals. Quick business in the village can often take more than 30 minutes. 1 hour until paid parking kicks in might do what you want to stop overflowing onto the frontage road by encouraging less people to drive in. Additionally, maybe those with locals cards could still get 2 hours free? Finally, while I don’t think many of my customers will balk at the idea of paying for parking… some might’ve been happy they could pop into the village to stroll around without having to pay for parking. Will they continue to make that call and possibly visit my store? Condemnation Please don’t spend the towns hard earned money (paid for by us your tax payers) on a piece of property you do not know the value of. How much it end up costing Telluride to condemn their land after they went to court? What if you took that $15 million and use it to partially fund a wildlife overpass for the sheep? Then there’d be a wildlife corridor for them to the creek! The town councils actions seem reactionary and not focused on future solutions. Thanks for your time & service, Andrew Bare East Vail -- Andrew Bare andrewbare@gmail.com (703) 862-0672 181 AGENDA ITEM NO. 7.1 Item Cover Page DATE:September 20, 2022 TIME:5 min. SUBMITTED BY:Jeremy Gross, Economic Development ITEM TYPE:Public Hearings AGENDA SECTION:Public Hearings SUBJECT:Ordinance No. 17, Series of 2022, Second Reading, An Ordinance Repealing Title 3, Chapter 6:'Commission on Special Events', Vail Town Code SUGGESTED ACTION:Approve, approve with amendments or deny Ordinance No. 17, Series of 2022 on Second Reading. PRESENTER(S):Mia Vlaar, Economic Development Director VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - 2nd reading Repeal CSE Section of Town Code.pdf CSE Ordinance Repeal 09-06-2022.pdf 182 To: Mayor and Town Council From: Economic Development Department Date: 9/20/2022 Subject: 2nd Reading to Repeal Town Code Section Title 3, Chapter 6, Commission on Special Events I. SUMMARY The first reading of the ordinance to abolish the Town Code Section Title 3, Chapter 6, Commission on Special Events was passed by Town Council on September 6, 2022. No changes were made to the ordinance in the first reading. Subsequent motions were made to form the Event Funding Committee consisting of staff from the Town Managers Office, Economic Development Department and Finance Department, in addition to two members from the Committee on Special Events. The formation of the Event Funding Committee as directed is supported by Town Staff. The formation of the Event Funding Committee is administrative and does not affect the ordinance to repeal the Town Code sections. II. BACKGROUND In 2004, the Town of Vail established by ordinance the Commission on Special Events (CSE). The CSE has effectively reviewed proposals and made funding recommendations for special events over the last 18 years, contributing to a robust and diverse calendar of events to support the tourism and economic development goals of the town. During this time, as the town’s staffing, finance, and operations have evolved, the roles and functions of the CSE have also evolved, necessitating an update to the town code. The stated mission of the CSE is to “support the Town Council’s goals and objectives and align its mission with the Town Council’s marketing direction.” While the mission has not changed, the codified functions of the CSE are no longer relevant and have not been in practice for over 7 years. In addition, as outlined in § 3-6-7 FUNCTIONS OF THE CSE (B) below, “Qualifying cultural events” (also known as council funded events) are “exempt from the purview and funding of the CSE”. For over three years, CSE has reviewed pre and post event presentations and released funding for council funded events. § 3-6-7 FUNCTIONS OF THE CSE. (A) The CSE shall support the Town Council’s goals and objectives and align its mission with the Town Council’s marketing direction. The functions and/or duties of CSE shall include, but are not limited to: hiring and overseeing a Director and/or staff, as well as event producers and/or promoters; creating, funding and seeking special events for the Town of Vail; evaluating event applications and event success; submitting an annual budget for operations and events; coordinating the community calendar for special events; seeking out additional funding for special events through sponsorships and 183 Town of Vail Page 2 donations; evaluating and executing contracts for special events; and all other functions as directed by the Town Council. (B) Qualifying cultural events shall be exempt from the purview and funding of the CSE. However, coordination and timing of qualifying cultural events shall be considered by the CSE and included in the CSE master calendar. (Ord. 30(2004) § 7) The current roles and responsibilities of the CSE are to allocate funding for special events in the Cultural Recreation and Community, and Education and Enrichment categories, review pre and post event presentations for town funded events, and release payment for events based on successful execution of the event. Town code currently includes outdated functions such as hiring staff, submitting annual budgets, and evaluating and executing contracts. Over the last six months the special event funding model and process has been evaluated by CSE, staff and an outside consultant. Changes have been recommended to provide: 1. A streamlined application process for all event producers requesting sponsorship 2. Improved alignment between event sponsorship request and the goals of the town 3. Tangible valuation calculations for special event sponsorships based on industry standards 4. Greater oversight to the CSE of all events, not just those recommended by CSE. This process has been reviewed by the Town Council and the CSE and effectively replaces the current process without the need for a codified commission. III. RECOMMENDATION Staff is recommending that the Town Council repeal the Town Code Title 3, chapter 6, Commission on Special Events. The Commission on Special events would continue forward as the Committee on Special Events, as an advisory council appointed by Town Council, structured similar to the Vail Local Marketing District Advisory Council and Vail Economic Advisory Council. The Current CSE members would continue their roles, with the following responsibilities: • Review bi-annual Special Event Sponsorship Request for Proposal, recommending target need periods, visitor demographics, event types, and other goals of the town. • Score event sponsorship requests and recommend a sponsorship amount. • Review post event recap reports and recommend approval, modification or denial of final funding payment. • A representative of the CSE may be appointed to the Event Funding Committee by Town Council to participate in the quantitative evaluation of sponsorship proposals. Based on the recommended changes to the Special Event Funding Model as presented on August 16, 2022, the CSE would review sponsorship requests for all town events, merging the process of events previously funded by council and the CSE. Town Council would retain final approval of all event sponsorships. IV. ACTION REQUESTED OF COUNCIL Approve, approve with amendments, or deny Ordinance No. 17, Series of 2022 on Second Reading. 184 Town of Vail Page 3 Town Code Title 3, Chapter 6, Commission on Special Events § 3-6-1 BOARD ESTABLISHED. The Town Council hereby establishes the Town of Vail Commission on Special Events (“CSE”) composed of seven voting members who shall act in accordance with the Charter, this chapter, the direction of the Town Council, as outlined in this chapter, the ordinances of the Town of Vail, and shall be appointed by and serve at the pleasure of the Town Council as provided in this chapter. (Ord. 30(2004) § 1) § 3-6-2 DEFINITIONS. For the purpose of this chapter, the following definitions shall apply unless the context clearly indicates or requires a different meaning. QUALIFYING CULTURAL EVENT. A function whose primary purpose is cultural in nature rather than economic. These events are typically, but not necessarily, held in a performing arts venue such as Ford Amphitheater or Dobson Arena. The Town Council shall establish by resolution a nonexclusive list of qualifying cultural events. SPECIAL EVENT. A function whose primary purpose is to promote an exciting, lively, fun and/or prosperous business climate within the Town of Vail. (Ord. 30(2004) § 2) § 3-6-3 MEMBERS; APPOINTMENTS; TERMS. The CSE shall consist of seven voting members appointed, at large, by the Town Council. All seven voting members shall be residents of the Town of Vail, own real property within the Town of Vail, own a business in the Town of Vail or be employed within the Town of Vail. (The initial terms of two members of the CSE shall be for one year, and the initial term of three members shall be for two years, to be appointed in 2002.) Beginning in January of 2005, the CSE shall consist of seven members to be appointed at large. Therefore, in December of 2004, the Town Council shall appoint six new members to the CSE. The term of three new members shall be for one year and the term for the other three new members shall be for two years. Thereafter, the Town Council shall annually appoint CSE members to two-year terms every January. (Ord. 30(2004) § 3) § 3-6-4 REMOVAL FROM OFFICE. Members of the CSE shall serve at the will of the Town Council and shall be subject to removal by the Town Council for inefficiency, neglect of duty, failure to attend meetings (70% mandatory attendance at scheduled meetings), malfeasance in office or any other reasons the Town Council deems proper. (Ord. 30(2004) § 4) § 3-6-5 VACANCY. Vacancies on the CSE shall occur whenever a member of the CSE reaches the end of his or her term, is removed by the Town Council, dies, becomes incapacitated and unable to perform his or her duties for a period of 60 days, resigns, ceases to meet the qualifications for CSE members or is convicted of a felony. Vacancies shall be filled by a majority vote of the Town Council. (Ord. 30(2004) § 5) § 3-6-6 OFFICERS; MEETINGS; RULES. The CSE shall elect its Chairperson from among its appointed members. The term of the Chairperson shall be for one two-year term, with eligibility for reelection for three additional two- year terms. The CSE shall meet as it determines to be necessary, and its meetings shall be in accordance with Robert’s Rules of Procedure unless it adopts other rules for the transaction of business. Four or more members must vote for any action for it to pass. The CSE shall keep a record of its resolutions, transactions, findings and determinations. The CSE will provide 185 Town of Vail Page 4 quarterly informational reports to the Town Council, in addition to a full annual financial report at budget time. An annual evaluation of events shall be included. (Ord. 30(2004) § 6) § 3-6-7 FUNCTIONS OF THE CSE. (A) The CSE shall support the Town Council’s goals and objectives and align its mission with the Town Council’s marketing direction. The functions and/or duties of CSE shall include, but are not limited to: hiring and overseeing a Director and/or staff, as well as event producers and/or promoters; creating, funding and seeking special events for the Town of Vail; evaluating event applications and event success; submitting an annual budget for operations and events; coordinating the community calendar for special events; seeking out additional funding for special events through sponsorships and donations; evaluating and executing contracts for special events; and all other functions as directed by the Town Council. (B) Qualifying cultural events shall be exempt from the purview and funding of the CSE. However, coordination and timing of qualifying cultural events shall be considered by the CSE and included in the CSE master calendar. (Ord. 30(2004) § 7) § 3-6-8 APPEAL TO TOWN COUNCIL. (A) An appeal to the Town Council may be made by an adjacent affected property owner or by the Town Council itself by a majority vote. (B) Any appeal must be filed in writing within ten days following the decision of the CSE, or must be called up by the Town Council within 60 days of the decision. (C) The Town Council shall hear the appeal within 30 days of its being filed or called up with a possible 30-day extension if the Town Council finds that there is insufficient information. (Ord. 30(2004) § 8; Ord. 1(2017) § 1) 186 Town of Vail Page 5 ORDINANCE NO. 17 SERIES 2022 AN ORDINANCE REPEALING TITLE 3, CHAPTER 6: ‘COMMISSION ON SPECIAL EVENTS’, VAIL TOWN CODE WHEREAS, in 2004 the Town Council established the Commission on Special Events (the “CSE”); and WHEREAS, the Town Council now wishes to abolish the CSE and repeal, in its entirety, the chapter of the Vail Town Code which provides the regulatory framework for the CSE. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1. Title 3, Chapter 6: Commission on Special Events, is hereby repealed in its entirety. Section 2. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not effect the validity of the remaining portions of this ordinance; and the Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. Section 3. The Town Council hereby finds, determines and declares that this ordinance is necessary and proper for the health, safety and welfare of the Town and the inhabitants thereof. Section 4. The amendment of any provision of the Vail Town Code as provided in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceeding as commenced under or by virtue of the provision amended. The amendment of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. Section 5. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, theretofore repealed. 187 Town of Vail Page 6 INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 6th day of September, 2022 and a public hearing for second reading of this Ordinance set for the 20th day of September, 2022, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. _____________________________ Kim Langmaid, Mayor ATTEST: ____________________________ Stephanie Bibbens, Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this 6th day of September, 2022. _____________________________ Kim Langmaid, Mayor ATTEST: ____________________________ Stephanie Bibbens, Town Clerk 188 PRESENTATION BY MIA VLAAR, ECONOMIC DEVELOPMENT DIRECTOR AND JEREMY GROSS, SPECIAL EVENTS COORDINATOR ORDINANCE TO REPEAL TOWN CODE TITLE 3, CHAPTER 6, COMMISSION ON SPECIAL EVENTS 189 SPECIAL EVENT FUNDING MODEL UPDATE Town of Vail | Name of Presentation | vailgov.com In 2004, the Town of Vail established by ordinance the Commission on Special Events (CSE). The CSE has effectively reviewed proposals and made funding recommendations for special events over the last 18 years, contributing to a robust and diverse calendar of events to support the tourism and economic development goals of the town. During this time, as the town’s staffing, finance, and operations have evolved, the roles and functions of the CSE have also evolved, necessitating an update to the town code. BACKGROUND 190 SPECIAL EVENT FUNDING MODEL UPDATE Town of Vail | Name of Presentation | vailgov.com Title 3, Chapter 6, Subsection 7, Functions of the CSE outlines the responsibilities, which are misaligned with the actual responsibilities. “The functions and/or duties of CSE shall include, but are not limited to: hiring and overseeing a Director and/or staff, as well as event producers and/or promoters; creating, funding and seeking special events for the Town of Vail; evaluating event applications and event success; submitting an annual budget for operations and events; coordinating the community calendar for special events; seeking out additional funding for special events through sponsorships and donations; evaluating and executing contracts for special events; and all other functions as directed by the Town Council. 191 SPECIAL EVENT FUNDING MODEL UPDATE Town of Vail | Name of Presentation | vailgov.com •Staff is recommending that the Town Council repeal the Town Code Title 3, chapter 6, Commission on Special Events. The Commission on Special events would continue forward as the Committee on Special Events, as an non codified advisory council structured similar to the Vail Local Marketing District Advisory Council and Vail Economic Advisory Council. •Five current members of Commission on Special Events would be invited to continue as the Committee on Special Events Recommendation 192 Thank you 193