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2022-61 a Resolution Approving the Purchase of Residential Property
RESOLUTION NO. 61 SERIES OF 2022 A RESOLUTION APPROVING THE PURCHASE OF RESIDENTIAL PROPERTY WHEREAS, ("Owner") is the owner of certain residential property located in Vail, Colorado (the "Property"); and WHEREAS, the Town wishes to purchase the Property from Owner, and Owner wishes to sell the Property to the Town, pursuant to the terms of the Contract to Buy and Sell Real Estate, attached hereto as Exhibit A and incorporated herein by this reference (the "Contract"). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Contract in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney, authorizes the appropriation of the funds necessary to complete the purchase of the Property and authorizes the Town Manager to execute the Contract on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 20th day of December, 2022. Kimberl L m 'd, Mayor ATTEST: OP ; k d� ephie Bibbens, Town Clerk { 2� mm �pORATE� , The printed portions of this form, except differentiated additions, have been approved by the Colorado Beal Estate Commission_ (CBSI-6-21) (Mandatory 1-22) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (RESIDENTIAL) 9 10 Date: 12115/2022 11 1 AGREEMENT 12 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set 13 forth in this contract (Contract)_ 14 2. PARTIES AND PROPERTY. 15 2.1. Buyer. Town atvall (Buyer) will take title 16 to the Property described below as ❑ Joint Tenants ❑ Tenants in Common ❑■ Other T80 17 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions_ 18 2.3. Seller. Homestake at Vail Candaminium Association (Seller) is the current 19 owner of the Property described below. 20 2.4. Property. The Property is the following legally described real estate in the County of Eagle . Colorado 21 (insert legal description): Homestake at Vail Unit: B103 22 23 24 25 26 27 known as: 1081 Vail View Dr. Unit 13103, Vail, CO 81657 28 Street Address City State Zip 29 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 30 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 31 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 32 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the following items are 33 included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside 34 telephone, network and coaxial (cable) wiring and connecting blocksljacks, plants, mirrors, floor coverings, intercom systems, built- 35 in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers 36 (including remote controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels ❑ Water 37 Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7. 38 (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also 39 included in the Purchase Price. 40 2.5.2. Inclusions — Not Attached. If on the Property, whether attached or not, on the date of this Contract, the 41 following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, 42 blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, 43 heating stoves, storage sheds, carbon monoxide alarms, smoke. -fire detectors and all keys. 44 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the 45 Purchase Price: Microwave/hood combo, cooktop oven, refrigerator, dishwasher 46 47 48 49 50 51 ❑ If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal 52 property outside of this Contract. CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 1 of 19 53 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at 54 Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and 55 encumbrances, except: 56 NIA 57 58 59 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other 60 applicable legal instrument. 61 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: 62 1 Garage 1 surface Parking ; and the use or ownership of the following storage facilities: N/A 63 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate. 64 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer 65 at Closing (Leased Items): 66 NIA 67 68 69 70 2.6. Exclusions. The following items are excluded (Exclusions): 71 NIA 72 73 74 2.7. Water Rights/Well Rights. 75 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 76 NIA 77 78 79 Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing. 80 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and 81 2.7.4., will be transferred to Buyer at Closing: 82 NIA 83 84 85 86 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if 87 the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, 88 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 89 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 90 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 91 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 92 N/A 93 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 94 NIA 95 96 97 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), 98 § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable 99 legal instrument at Closing. 100 2.7.6. Water Rights Review. Buyer ❑ Does ❑■ Does Not have a Right to Terminate if examination of the Water 101 Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 102 3. DATES, DEADLINES AND APPLICABILITY. 103 3.1. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 § 3 Time of Day Deadline NIA { 2 § 4 Alternative Eamest Money Deadline 5 Days After MEG { Title 3 § 8 Record Title Deadline (and Tax Certificate) Tuesday 12/27/2022 4 § 8 Record Title Objection Deadline Friday 12/30/2022 CBS[--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 2 of 19 5 §8 6 §8 7 §8 8 §8 9 §7 10 §7 11 12 13 14 15 16 17 18 19 20 21 10 10 §5 §5 §5 §5 §5 §5 §5 §5 §4 22 § 6 23 46 24 § 6 25 § 9 26 § 9 27 § 9 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 §2 §8 10 10 §10 §10 §10 10 10 §10 §10 §10 §10 §12 §17 §17 § 27 § 27 Off -Record Title Deadline Off -Record Title Objection Deadline Title Resolution Deadline Third Party Right to Purchase/Approve Deadline Owners' Association Association Documents Deadline Association Documents Termination Deadline Seller's Disclosures Seller's Property Disclosure Deadline Lead -Based Paint Disclosure Deadline Loan and Credit New Loan Application Deadline New Loan Terms Deadline New Loan Availability Deadline Buyer's Credit Information Deadline Disapproval of Buyer's Credit Information Deadline Existing Loan Deadline Existing Loan Termination Deadline Loan Transfer Approval Deadline Seller or Private Financing Deadline Appraisal Appraisal Deadline Appraisal Objection Deadline Appraisal Resolution Deadline Survey New ILC or New Survey Deadline New ILC or New Survey Objection Deadline New ILC or New Survey Resolution Deadline Inspection and Due Diligence Water Rights Examination Deadline Mineral Rights Examination Deadline Inspection Termination Deadline Inspection Objection Deadline Inspection Resolution Deadline Property Insurance Termination Deadline Due Diligence Documents Delivery Deadline Due Diligence Documents Objection Deadline Due Diligence Documents Resolution Deadline Conditional Sale Deadline Lead -Based Paint Termination Deadline Closing and Possession Closing Date Possession Date Possession Time Acceptance Deadline Date Acceptance Deadline Time Tuesday 12/27/2022 Friday 12/30/2022 Tuesday 1/3/2023 Friday 12/30/2022 Tuesday 12/27/2022 Tuesday 12n712022 It Ak Tuesday 12/27/2022 Tuesday 12127/2022 Thursday 1/12/2023 Tuesday 1/10/2023 Wednesday 1111/2023 Tuesday 113/2023 Thursday 12/2912022 Tuesday 1/312023 Wednesday IMM23 Tuesday 1/3/2023 Tuesday 1/31/2023 Tuesday 1/31/2023 Delivery of Deed Wednesday 1212112022 5:00 PM (MST) 104 Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA 105 insured or VA guaranteed loans. 106 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with "N.'A", 107 or the word "Deleted," such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box 108 checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of 109 "None", such provision means that "None" applies. CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 19 110 The abbreviation "MEC"' (mutual execution of this Contract) means the date upon which both parties have signed this Contract_ The 111 abbreviation "N/A" as used in this Contract means not applicable. 112 3.3. Day; Computation of Period of Days; Deadlines. 113 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States 114 Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1. 115 (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end 116 on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of 117 Day Deadline is left blank or "NIA" the deadlines will expire at 11:59 p.m., United States Mountain Time. 118 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the 119 ending date is not specified, the first day is excluded and the last day is included. 120 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such 121 deadline ■❑ Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, 122 the deadline will not be extended. 123 4. PURCHASE PRICE AND TERMS. 124 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 I § 4.1. Purchase Price $ 46L,.000 2 § 4.3. Earnest Money $ 25.000 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 $440,000 to TOTAL $ 465, 000 $ 465.000 125 4.2. Seller Concession. At Closing, Seller will credit to Buyer $0 (Seller Concession). The Seller 126 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender 127 and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller 128 Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any 129 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 130 elsewhere in this Contract. 131 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a G-d Funds , will be 132 payable to and held by Land Title Guarantee Company (Earnest Money Holder), in its trust account, on behalf of 133 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree 134 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the 135 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 136 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 137 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 138 Money Holder in this transaction will be transferred to such fund. 139 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 140 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 141 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely tenninates, Buyer is entitled 142 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 143 in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, 144 Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release 145 form), within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23 146 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release 147 form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money 148 Release form), within three days of Buyer's receipt. 149 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the 150 Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in "If Seller 151 is in Default", § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default. CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 4 of 19 152 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the 153 Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in "If Buyer 154 is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seiler Default. 155 4.4. Form of Funds; Time of Payment; Available Funds. 156 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 157 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 158 check, savings and loan teller's check and cashier's check (Good Funds). 159 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at 160 Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH 161 NONPAYING PARTY WILL BE IN DEFAULT. 162 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ❑■ Does ❑ Does Not have 163 funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 164 4.5. New Loan. 165 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2. (Seller Concession), if applicable, 166 must timely pay Buyer's loan costs, loan discount points, prepaid items and loan origination fees as required by lender. l67 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 168 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan Limitations) or § 29 (Additional 169 Provisions). 170 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 171 ❑ Conventional ❑ FHA ❑ VA ❑ Bond ❑ Other 172 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 173 to pay those closing costs and fees that Buyer is not allowed by law to pay not to exceed $ 174 4.5.4. Loan Estimate — Monthly Payment and Loan Costs. Buyer is advised to review the terms, conditions and 175 costs of Buyer's New Loan carefully. If Buyer is applying for a residential loan, the lender generally must provide Buyer with a 176 Loan Estimate within three days after Buyer completes a loan application. Buyer also should obtain an estimate of the amount of 177 Buyer's monthly mortgage payment. 178 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance 179 set forth in § 4.1. (Price and Terms), presently payable at $ per including principal and interest 180 presently at the rate of % per annum and also including escrow for the following as indicated: ❑ Real Estate Taxes ❑ 181 Property Insurance Premium ❑ Mortgage Insurance Premium and ❑ , 182 Buyer agrees to pay a loan transfer fee not to exceed $ . At the time of assumption, the new interest rate will 183 not exceed % per annum and the new payment will not exceed $ per principal and 184 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which 185 causes the amount of cash required from Buyer at Closing to be increased by more than $ , or if any other terms or 186 provisions of the loan change, Buyer has the Right to Terminate under § 24.1. on or before Closing Date. 187 Seller ❑ Will ❑ Will Not be released from liability on said loan. If applicable, compliance with the requirements for release 188 from liability will be evidenced by delivery ❑ on or before Loan Transfer Approval Deadline ❑ at Closing of an appropriate 189 letter of commitment from lender. Any cost payable for release of liability will be paid by in an amount 190 not to exceed $ 191 4.7. Seller or Private Financing. 192 WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers 193 and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed 194 Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing, l95 including whether or not a party is exempt from the law. 196 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, ❑ Buyer l97 ❑ Seller will deliver the proposed Seller financing documents to the other party on or before days before Seller or 198 Private Financing Deadline. 199 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing, this Contract is conditional upon 200 Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions, cost, 201 and compliance with the law. Seller has the Right to Terminate under § 24. l ., on or before Seiler or Private Financing Deadline, 202 if such Seller financing is not satisfactory to Seller, in Seller's sole subjective discretion. 203 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 204 financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its 205 availability, payments, interest rate, terms, conditions, and cost. Buyer has the Right to Terminate under § 24.1, on or before Seller 206 or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer's sole subjective discretion. CBSI--&21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 19 207 TRANSACTION PROVISIONS 208 5. FINANCING CONDITIONS AND OBLIGATIONS. 209 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 210 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 211 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. 212 5.2. New Loan Terms; New Loan Availability. 213 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 214 conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the proposed New Loan's payments, interest 215 rate, conditions and costs or any other loan terms (New Loan Terms) are satisfactory to Buyer. This condition is for the sole benefit 216 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 217 satisfactory to Buyer, in Buyer's sole subjective discretion. 218 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 219 conditional upon Buyer's satisfaction with the availability of the New Loan based on the lender's review and underwriting of Buyer's 220 New Loan Application (New Loan Availability). Buyer has the Right to Terminate under § 24. L, on or before the New Loan 221 Availability Deadline if the New Loan Availability is not satisfactory to Buyer. Buyer does not have a Right to Terminate based on the 222 New Loan Availability if the termination is based on the New Loan Terms, Appraised Value (defined below), the Lender Property 223 Requirements (defined below), Insurability (§ 10.5. below) or the Conditional Upon Sale of Property (§ 10.7. below). IF SELLER IS 224 NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S 225 EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, 226 Survey). 227 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 228 of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be in Seller's sole subjective 229 discretion. Accordingly. (1) Buyer must supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information 230 and documents (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents 231 that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information and documents received by Seller 232 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 233 Closing is less than as set forth in § 4.1. of this Contract, Seller has the Right to Terminate under § 24, L, on or before Closing. If 234 Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to 235 Terminate under § 24.1., on or before Disapproval of Buyer's Credit Information Deadline. 236 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 237 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, 238 this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer has the Right to 239 Terminate under § 24.1., on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 240 documents, in Buyer's sole subjective discretion. if the lender's approval of a transfer of the Property is required, this Contract is 241 conditional upon Buyer obtaining such approval without change in the terns of such loan, except as set forth in § 4.6. If lender's 242 approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right 243 to Terminate under § 24.1., on or before Closing, in Seller's sole subjective discretion, if Seller is to be released from liability under 244 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 245 6. APPRAISAL PROVISIONS. 246 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on 247 behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth 248 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be 249 valued at the Appraised Value. 250 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in 251 § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 252 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. if the Appraised Value is less than the 253 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 254 Objection Deadline: 255 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; 256 or 257 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 258 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 259 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 260 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 261 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of 262 the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). CBSl--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 6 of 19 263 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 264 shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest 265 Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUDIFHA or VA requirements, a 266 written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, 267 setting forth the appraised value of the Property of not less than $" . The purchaser (Buyer) shall have the privilege 268 and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The 269 appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will 270 insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy 271 himself/herself;themselves that the price and condition of the Property are acceptable. 272 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 273 shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property 274 described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department 275 of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of 276 this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 277 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 278 including any specified in the Appraisal (Lender Property Requiremcnts) to be made to the Property (e.g., roof repair, repainting), 279 beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following 280 Seller's receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written 281 agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 282 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 283 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by ❑ Buyer 284 ❑ Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's 285 agent or all three. 286 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest 287 Communities and subject to one or more declarations (Association). 288 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 289 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 290 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 291 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 292 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 293 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 294 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 295 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS 296 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 297 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 298 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 299 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 300 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 301 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 302 ASSOCIATION. 303 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), 304 at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 305 Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt 306 of the Association Documents, regardless of who provides such documents. 307 7.3. Association Documents. Association documents (Association Documents) consist of the following: 308 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 309 rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5, 3lo C.R.S.; 3 l 1 7.3.2. Minutes of. (1) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings; M2 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 313 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 314 minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 315 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, 316 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must 317 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed 318 (Association Insurance Documents); 319 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as 320 disclosed in the Association's last Annual Disclosure; CBSI--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 19 321 7.3.5. The Association's most recent financial documents which consist of. (1) the Association's operating budget 322 for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for 323 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent 324 available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the 325 Association's community association manager or Association will charge in connection with the Closing including, but not limited 326 to, any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update fee charged for 327 the Status better, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of 328 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 329 7.3.5., collectively, Financial Documents); 330 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 38-33.3-303.5, 331 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction 332 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2. 333 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common 334 elements or limited common elements of the Association property. 335 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 336 Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in 337 any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 338 Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to 339 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 340 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 341 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to 342 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 343 to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 344 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 345 8.1. Evidence of Record Title. 346 ❑ 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 347 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish 348 to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 349 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 350 and delivered to Buyer as soon as practicable at or after Closing. 351 Q 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 352 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must furnish to 353 Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 354 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 355 8.1.3. Owner's Extended Coverage (OEQ. The Title Commitment ❑■ Will ❑ Will Not contain Owner's 356 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions 357 which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, (5) gap 358 period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, 359 assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by 360 ❑ Buyer ❑■ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other"I" 361 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over 362 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, 363 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under 364 § 8.7. (Right to Object to Title, Resolution). 365 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, 366 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 367 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 368 Documents). 369 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title 370 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 371 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 372 party or parties obligated to pay for the owner's title insurance policy. 373 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 374 portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline. 375 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 376 Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's 377 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 378 any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title CBSI--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 19 379 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 380 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 381 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 382 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 383 or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, 384 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 385 to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1. 386 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable 387 deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title 388 Documents as satisfactory. 389 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing 390 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 391 limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which 392 Seller has actual knowledge (Off -Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New 393 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 394 by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of 395 Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. 396 (Record Title) and § 13 (Transfer of Title), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record 397 Title Objection Deadline. If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the 398 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 399 to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title objection by Buyer is governed by the 400 provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice 401 of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off -Record Matters and rights, if 402 any, of third parties not shown by public records of which Buyer has actual knowledge. 403 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 404 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 405 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS 1N SUCH DISTRICTS MAY BE PLACED AT RISK 406 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 407 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 408 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 409 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 410 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 411 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 412 RECORDER, OR THE COUNTY ASSESSOR. 413 8.5. Tax Certificate. A tax certificate paid for by ❑■ Seller ❑ Buyer, for the Property listing any special taxing districts 414 that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located 415 within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may 416 terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, 417 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 4l8 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 4l9 would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on 420 or before Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Tax 421 Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to 422 Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax 423 Certificate, the Tax Certificate will be paid for by Seller. 424 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first 425 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 426 right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 427 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 428 is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 429 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred 430 on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in 431 writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 432 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole subjective discretion, 433 based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off -Record Title), § 8.5. (Special Taxing 434 District) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to object or terminate based on any such title matter, on or 435 before the applicable deadline, Buyer has the following options: 436 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of 437 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or CBS1—&21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 19 438 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives 439 Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and 440 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 441 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. (Off -Record Title) the 442 Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 443 applicable documents; or 444 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before 445 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion. 446 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 447 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 448 including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, 449 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 450 laws and governmental regulations concerning land use, development and environmental matters. 451 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 452 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF 453 THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 454 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL 455 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM 456 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 457 GAS OR WATER. 458 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 459 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 460 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 461 RECORDER. 462 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 463 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 464 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 465 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 466 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 467 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 468 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 469 AND GAS CONSERVATION COMMISSION. 470 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 471 not covered by the owner's title insurance policy. 472 8.9. Mineral Rights Review. Buyer ❑ Does ■ Does Not have a Right to Terminate if examination of the Mineral 473 Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 474 9. NEW TLC, NEW SURVEY. 475 9.1. New TLC or New Survey. If the box is checked, (1) © New Improvement Location Certificate (New TLC); or, (2) 476 ❑ New Survey in the form of wA ; is required and the following will apply: 477 9.1.1. Ordering of New ILC or New Survey. Seller ❑ Buyer will order the New ILC or New Survey. The 478 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 479 after the date of this Contract. 480 9.1.2. Payment for New TLC or New Survey. The cost of the New ILC or New Survey will be paid, on or before 481 Closing, by: ❑ Seller ❑ Buyer or: NIA 482 483 484 9.1.3. Delivery of New TLC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of 485 the opinion of title if an Abstract of Title) and NIA will receive a New ILC or New Survey on or before New 486 TLC or New Survey Deadline. 487 9.1.4. Certification of New TLC or New Survey. The New ILC or New Survey will be certified by the surveyor to 488 all those who are to receive the New ILC or New Survey. 489 9.2. Buyer's Right to Waive or Change New TLC or New Survey Selection. Buyer may select a New ILC or New 490 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 491 Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to 492 Seller incurring any cost for the same. 493 9.3. New TLC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. 494 If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, 495 Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13: CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 10 of 19 496 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or 497 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 498 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 499 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or 500 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 501 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey 502 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such 503 termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). 504 1 DISCLOSURE, INSPECTION AND DUE DILIGENCE 505 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF 506 WATER. 507 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to Buyer 508 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller 509 to Seller's actual knowledge and current as of the date of this Contract. 510 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer 511 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 512 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 513 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing 514 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 515 Seller is conveying the Property to Buyer in an "As Is" condition, "Where Is" and "With All Faults." 516 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 517 (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer's expense. If 518 (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the 519 electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased 520 Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., 521 heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or 522 noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's 523 sole subjective discretion, Buyer may: 524 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, 525 pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver 526 an Inspection Objection. Buyer's Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller 527 pursuant to § 10.3.2.; or 528 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 529 description of any unsatisfactory condition that Buyer requires Seller to correct. 530 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 531 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 532 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection 533 Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision 534 prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 535 executing an Earnest Money Release. 536 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 537 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 538 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 539 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 540 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 541 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 542 any such liability, damage, cost or expense, of to enforce this Section, including Seller's reasonable attorney fees, legal fees and 543 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed 544 pursuant to an Inspection Resolution. 545 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination 546 Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance 547 (Property Insurance) on the Property, in Buyer's sole subjective discretion. 548 10.6. Due Diligence. 549 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information 550 pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery 551 Deadline: CBS]--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 19 552 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy 553 agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing 554 are as follows (Leases): Unit B103 Lease 555 556 557 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased Items) will be 558 transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to 559 Buyer on or before Due Diligence Documents Delivery Deadline. Buyer ❑ Will ❑■ Will Not assume the Seller's obligations 560 under such leases for the Leased Items (§ 2.5.7., Leased Items). 561 562 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions awned by Seller are encumbered 563 pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other 564 documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer ❑ Will ❑■ Will 565 Not assume the debt on the Encumbered Inclusions (§ 2.5.4., Encumbered Inclusions). 566 567 10.6.1.4. Other Documents. Other documents and information: 568 NIA 569 570 571 572 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due 573 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective 574 discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 575 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1. , that this Contract is terminated; 576 or 577 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 578 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 579 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by 580 Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 591 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents 582 Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such 583 termination (i.e,, on or before expiration of Due Diligence Documents Resolution Deadline). 584 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 585 owned by Buyer and commonly known as "°^e . Buyer has 586 the Right to Terminate under § 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale 587 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 588 receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this 589 provision. 590 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does ❑■ Does Not 591 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for 592 the Property. ❑■ There is No Well. Buyer ❑ Does ❑■ Does Not acknowledge receipt of a copy of the current well permit. 593 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 594 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 595 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 596 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 597 10.10. Lead -Based Paint. 598 10.10.1. Lead -Based Paint Disclosure. Unless exempt, if the Property includes one or more residential dwellings 599 constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate 600 licensees must sign and deliver to Buyer a completed Lead -Based Paint Disclosrre (Sales) form on or before the Lead -Based Paint 601 Disclosure Deadline. If Buyer does not timely receive the Lead -Based Paint Disclosure, Buyer may waive the failure to timely 602 receive the Lead -Based Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under § 24.1. by Seller's receipt of 603 Buyer's Notice to Terminate on or before the expiration of the Lead -Based Paint Termination Deadline. 604 10.10.2. Lead -Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the 605 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 606 receipt of Buyer's Notice to Terminate on or before the expiration of the Lead -Based Paint Termination Deadline. Buyer may 60? 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 608 or Lead -Based Paint hazards. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition 609 of the Property relative to any Lead -Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. CBSl--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 12 of 19 610 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater or appliance, a 611 fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties 612 acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within 613 fifteen feet of the entrance to each Bedroom or in a Iocation as required by the applicable building code. 614 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, 615 disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was 616 remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further 617 acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever 618 been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24. L, upon Seller's receipt of Buyer's written 619 Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test results that indicate the Property 620 has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State 621 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 622 the test. 623 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 624 1 CLOSING PROVISIONS 625 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 626 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable 627 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seiler and their designees. If Buyer is 628 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a 629 timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 630 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 631 Seller will sign and complete all customary or reasonably required documents at or before Closing. 632 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑■ Are Not executed with 633 this Contract. 634 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 635 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 636 Buyer. The hour and place of Closing will be as designated by rand Title Guarantee company 637 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between 638 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 639 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer 640 must assume Seller's obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such 641 leases for the Leased Items accepted by Buyer pursuant to § 2.5.7. (Leased Items). 642 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender 643 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: ❑ 644 special warranty deed ❑■ general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed 645 ❑ NIA deed. Seller, provided another deed is not selected, must execute and deliver a good and 646 sufficient special warranty deed to Buyer, at Closing. 647 Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general 648 warranty deed, title will be conveyed "subject to statutory exceptions" as defined in §38-30-113(5)(a), C.R.S. 649 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens 650 or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special 651 improvements installed as of the date of Buyer's signature hereon, whether assessed or not, and previous years' taxes, will be paid 652 at or before Closing by Seller from the proceeds of this transaction or from any other source. 653 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 654 WITHHOLDING. 655 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 656 to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits 657 Buyer from paying for any of the fees contained in this Section, the fees will be paid for by Seller. 658 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 659 ■❑ One -Half by Buyer and One -Half by Seller ❑ Other _ 660 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to 661 promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees 662 associated with or specified in the Status Letter will be paid as follows: CM-4-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 19 663 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must be paid by ❑ Buyer 664 ❑■ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 665 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer 666 and One -Half by Seller X N/A. 667 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than 668 Association Assessments as defined in § 16.2. (Association Assessments), reserves or working capital due at Closing must be paid 669 by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller 9 N/A. 670 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by ❑ 671 Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑■ N/A. 672 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half by 673 Buyer and One -Half by Seller ❑■ NIA. 674 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 675 ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller W N/A. 676 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, 677 such as community association fees, developer fees and foundation fees, must be paid at Closing by ❑ Buyer ❑ Seller 678 ❑ One -Half by Buyer and One -Half by Seller A NIA. 679 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 680 S NIA for: 681 ❑ Water Stock/Certificates ❑ Water District 692 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ WA 683 and must be paid at Closing by H Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ NIA. 684 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be 685 paid by ❑■ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 686 15.9. FIRPTA and Colorado Withholding. 687 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be 688 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the 689 amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller ❑ IS a foreign 690 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 691 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 692 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to 693 withhold such amount from Seller's proceeds, Seller should inquire with Seller's tax advisor to determine if withholding applies or 694 if an exemption exists. 695 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds 696 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller ap.rees to 697 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status. If withholding 698 is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's 699 tax advisor to determine if withholding applies or if an exemption exists. 700 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 701 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided; 702 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes 703 for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing ❑■ Most Recent Mill Levy 704 and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled 705 veteran exemption or ❑ Other NA 706 16.1.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will transfer or credit 707 to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in 708 writing of such transfer and of the transferee's name and address. 709 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and NIA 710 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final. 711 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 712 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance 713 by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer 714 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 715 assessment assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer ❑■ Seller. Except however, any 716 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether 71 a assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seller represents 718 there are no unpaid regular or special assessments against the Property except the current regular assessments and 719 ",A . Association Assessments are subject to change as provided in the Governing Documents. CBSI--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 14 of 19 720 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, 721 subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any Post -Closing Occupancy Agreement. 722 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally 723 liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 300.00 per day (or any part of a day 724 notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. 725 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following box is checked, then 726 Buyer ❑ Does Not represent that Buyer will occupy the Property as Buyer's principal residence. 727 ❑ If the box is checked, Buyer and Seller agree to execute a Post -Closing Occupancy Agreement. 728 GENERAL PROVISIONS 729 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 730 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 731 condition existing as of the date of this Contract, ordinary wear and tear excepted. 732 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 733 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 734 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 735 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on 736 or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect 737 to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 738 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 739 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 740 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 741 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 742 insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 743 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such 744 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 745 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 746 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 747 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 748 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 749 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 750 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 751 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the 752 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 753 not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 754 Closing. 755 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 756 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 757 action. Buyer has the Right to Terminate under § 24. L, on or before Closing Date, based on such condemnation action, in Buyer's 758 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 759 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 760 of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 761 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 762 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 763 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty programs that may be 764 purchased and may cover the repair or replacement of such Inclusions. 765 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that 766 their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination 767 of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal 768 and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded 769 in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 770 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must 771 be complied with. 772 773 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. 774 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored CBSl--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 19 775 or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non -defaulting party 776 has the following remedies: 777 20.1. If Buyer is in Default: 778 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 779 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 780 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat 781 this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 782 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in S 20.1.1. is checked. Seller may 783 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 784 the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is 785 fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to 786 perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 787 20.2. If Seller is in Default: 788 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case 789 all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. 790 Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after 791 Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance 792 or damages, or both. 793 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract, to 794 include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or 795 repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such 796 failures to perform under this Contract after Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this 797 Contract are reserved and survive Closing. 798 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 799 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing parry all 800 reasonable costs and expenses, including attorney fees, legal fees and expenses. 801 22. MEDIATION. if a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties 802 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps 803 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 804 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 805 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 806 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 807 parry's last known address (physical or electronic as provided in § 26). Nothing in this Section prohibits either party from filing a 808 lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice rcquesting mediation. This 809 Section will not alter any date in this Contract, unless otherwise agreed. 810 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 811 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 812 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective 813 discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest 814 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 815 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of 816 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one 817 hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest 818 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 819 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 820 obligation of § 22 (Mediation). This Section will survive cancellation or termination of this Contract. 821 24. TERMINATION. 822 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 823 termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written 824 notice was received on or before the applicable deadline specified in this Contract. if the Notice to Terminate is not received on or 825 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 826 and waives the Right to Terminate under such provision. 827 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received hereunder is timely 828 returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. and 21. CBSl-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 16 of 19 829 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 830 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 831 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms 832 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or 833 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. 834 Any successor to a party receives the predecessor's benefits and obligations of this Contract. 835 26. NOTICE, DELIVERY AND CHOICE OF LAW. 836 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in 837 § 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or 838 notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing 839 must be received by the party, not Broker or Brokerage Firm). 840 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in electronic form to Buyer or 841 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 842 working with such party (except any notice or delivery after Closing, cancellation or Termination must be received by the party, not 843 Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or Intemet/eiectronic signatures 844 26.3. Electronic Delivery. Electronic Delivery of documents and notice maybe delivered by: (1) email at the email address 845 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 846 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 847 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 848 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 849 located in Colorado. 850 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 851 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 26 on or before 852 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and 853 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 854 copies taken together are deemed to be a full and complete contract between the parties. 855 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited 856 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, 857 Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability Due 859 Diligence and Source of Water. 859 1 ADDITIONAL PROVISIONS AND ATTACHMENTS I 860 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 86t Commission.) 862 1. This Contract to Buy and Sell Real Estate is conditioned and contingent upon the Vail Town Council granting 863 authorization to proceed with the purchase of the property described in Section 1, subject to the terms of the 864 contract. Authorization to proceed shall be by consideration of a Vail Town Council Resolution on December 20, 865 2022 866 2. The buyer, the Town of Vail, agrees to forgo the 1 % Town of Vail Transfer Tax on the sale of this property. Both $6 7 Buyer and Seller shall have no obligation to pay the 1 % Town of Vail Transfer Tax at the time of closing. 8 3. The property is being purchased in "as is" condition subject to an inspection and inspection termination 869 objection of the Buyer. 871 4. 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 prepaid rents. 872 30. OTHER DOCUMENTS. 873 30.1. Documents Part of Contract. The following documents are a part of this Contract: 874 30.1.1. Post -Closing Occupancy Agreement. If the Post -Closing Occupancy Agreement box is checked in § 17 875 the Post -Closing Occupancy Agreement is a part of this Contract. 876 877 878 879 880 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: CBSl--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 17 of 19 881 882 883 884 885 Buyer's Name: Town of Vail, Russell Forrest, Town Manager Buyer's Signature Address: Phone No.: Fax No.: Email Address: 75 S. Frontage Rd W Vail, CO 81657 Date SIGNATURES I Buyer's Name: Buyer's Signature Address: Phone No.: Fax No.. Email Address: H6 INOTE: If this offer is being countered or rejected, do not sign this document.] 887 888 Sel der' s Name: Homestake at Vail Condominium Association Seller's Signature Date Address: 1081 Vail view D% unit B103 Vail, CO 81657 Phone No.: Fax No.: Email Address: Seller's Name: Date Seller's Signature Date Address: Phone No.: Fax No.: Email Address: 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 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. CBSI--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 18 of 19 889 Brokerage Firm's Name: Brokerage Firm's License #: Broker's Name: Broker's License #: Broker's Signature Address: Phone No.: Fax No.: Email Address: B. Broker Working with Seller Date 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: Brokerage Firm's License #: Broker's Name: Broker's License #: Broker's Signature Address: Phone No.: Fax No.: Email Address: Date CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 19 of 19