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HomeMy WebLinkAbout2023-07 A Resolution Approving the Purchase of Residential PropertyRESOLUTION NO.7 SERIES OF 2023 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 21 st day of Feoruary, 2023, - ATTEST: hanie Bibbens Town Clerk o�'�0RASE� 1U 11 12 13 14 15 16 17 is 19 2r 2 2 2. 24 25 26 27 28 29 30 31 32 Wt 34 35 36 37 38 39 40 41 42 4; 4 45 46 47 4£ a 5G 51 s 53 54 55 56 .7 Berkshire Hathaway HomeServices Colorado properties Danean Boukather BERKSHIRE 1INNIANVAY Ph: 970-476-2482 Hf11eSe^7e' Fax:970-476-6499 Colorado Properties The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-6-21) (Mandatory 1-22) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Date: 21912023 AGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 2. PARTIES AND PROPERTY. 2.1. Buyer. Town of Vail (Buyer) will take title to the Property described below as ❑ Joint Tenants ❑ Tenants In Common ❑ Other nla. 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 2.3. Seller. Steve Moore and Dennie. L. Moore (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of EaWe, Colorado (insert legal description): BLDG A Subdivision: BUFFER CREEK CONDO Unit: 6 known as: 1860 Meadow Ridde. A6 Vail. CO 81657 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers (including r11a remote controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels ❑ Water Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7. (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Inclusions — Not Attached. If on the Property, whether attached or not, on the date of this Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also CBS I-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 1 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - 0021 CCM Software Corp 5 included in the Purchase Price: 59 Refrigerator. dishwasher, stove. mr'crowrave. 60 ❑ if the box is checked, Buyer and Seller have concurrently entered into a separate agreement for 6zadditional personal property outside of this Contract. 63 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must 64 be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate fi5 taxes for the year of Closing), liens and encumbrances, except: 66 " 67 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of 6s sale or other applicable legal instrument. 64 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: 1 70 71 pssigned narking swce: and the use or ownership of the following storage facilities: 77 Those on record. 7 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 7 investigate. 75 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be 76 transferred to Buyer at Closing (Leased Items): 77 rwa 78 — 79 2.6. Exclusions. The following items are excluded (Exclusions): 8D 81 2.7. Water RightstWell Rights. 82 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 83 $4 Any deeded water rights will be conveyed by a good and sufficient n1a deed at Closing. 85 - $6 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ g^ 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing. a8 n1a 89 [-] 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer 9 understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" B1 used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership 92 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in 93 the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for 95 the well and pay the cost of registration. If no person will be providing a closing service in connection with the 96 transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 97 W ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as 99 follows: 100 rl 101 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights 102 Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such 103 104 rights to Buyer by executing the applicable legal instrument at Closing. 105 2.7.6. Water Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if 1o6 examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination 107 Deadline. 103 148 3. DATES, DEADLINES AND APPLICABILITY. 110 3.1. Dates and Deadlines. 111 112 Item No. Reference Event Date or Deadline 113 1 § 3 Time of Day Deadline n1a 114 115 2 § 4 Alternative Earnest Money Deadline 5 Days after MEC CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 2 of23 2/14/2023 4:31:18 PM CTMeContracts.com - V2023 CTM Software Corp. 117 Title 118 3 § 8 Record Title Deadline (and Tax Certificate) 212112023 Tuesday 1119 4 § 8 Record Title Objection Deadline 2/28/2023 Tuesday 120 121 5 § 8 Off -Record Title Deadline V2112023 Tuesday 122 6 § 8 Off -Record Title Objection Deadline 2/28/2023 Tuesday 123 124 7 § 8 Title Resolution Deadline 3/7/2023 Tuesday 12 8 § 8 Third Party Right to Purchase/Approve Deadline 3/1612023 Thursday 12T Owners' Association 128 9 § 7 Association Documents Deadline 212112023 Tuesday 129 .130 10 § 7 Association Documents Termination Deadline 212312023 Thursday 131 Seller's Disclosures 132 133 11 § 10 Seller's Property Disclosure Deadline 212112023 Tuesday 134 12 § 10 Lead -Based Paint Disclosure Deadline 2/29/2023 Tuesday 135 Loan and Credit 136 — 137 13 § 5 New Loan Application Deadline n1a 138 14 § 5 New Loan Terms Deadline n1a 139 140 15 § 5 New Loan Availability Deadline n1a 141 16 § 5 Buyer's Credit Information Deadline rVa 142 143 17 § 5 Disapproval of Buyer's Credit Information Deadline n1a 144 18 § 5 Existing Loan Deadline n1a 145 146 19 § 5 Existing Loan Termination Deadline n1a 147 20 § 5 Loan Transfer Approval Deadline n1a 146 149 21 § 4 Seller or Private Financing Deadline n1a 150 Appraisal 151 22 § 6 Appraisal Deadline n1a 152 -153 23 § 6 Appraisal Objection Deadline rVa 154 24 § 6 Appraisal Resolution Deadline n1a 155 15s Survey 157 25 § 9 New ILC or New Survey Deadline n1a 156 159 26 § 9 New ILC or New Survey Objection Deadline n1a 160 27 § 9 New ILC or New Survey Resolution Deadline Wa .161 162 Inspection and Due diligence 163 28 § 2 Water Rights Examination Deadline n1a 1&4 29 § 8 Mineral Rights Examination Deadline n1a 154 166 30 § 10 Inspection Termination Deadline V712023 Tuesday 167 31 § 10 Inspection Objection Deadline 31212023 Thursday 168 169 32 § 10 Inspection Resolution Deadline 3/6/2023 Monday 170 33 § 10 Property Insurance Termination Deadline 212712023 Monday 171 172 34 § 10 Due Diligence Documents Delivery Deadline 2/20/2023 Monday '173 35 § 10 Due Diligence Documents Objection Deadline 212712023 Monday }Ta C$SI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 3 of 23 2AV2023 4:31:18 PM CTMeContracts.com - 6';2023 CTM Software Corp. 175 36 § 10 Due Diligence Documents Resolution Deadline 3/1/2023 Wednesday 176 37 § 10 Conditional Sale Deadline n1a 177 178 38 § 10 Lead -Based Paint Termination Deadline 212812023 Tuesday '179 Closing and Possession 180 181 39 § 12 Closing Date 311512023 Wednesday 182 40 § 17 Possession Date 311512023 Wednesday 183 184 41 § 17 Possession Time Deliver of deed ,far, 42 § 27 Acceptance Deadline Date 211412023 Tuesday 136 187 43 § 27 Acceptance Deadline Time 5:00 PM(MSn 188 44 n1a n1a n1a 1 as 1sa 45 n1a n1a n1a 18'1 1g Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT 193 apply to FHA insured or VA guaranteed loans. 194 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or 195 completed with "NIA", or the word "Deleted," such deadline is not applicable and the corresponding provision 196 containing the deadline is deleted. Any box checked in this Contract means the corresponding provision 197 applies If no box is checked in a provision that contains a selection of "None", such provision means that 188 199 "None" applies. 200 eat The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have 202 signed this Contract. The abbreviation 'NIA" as used in this Contract means not applicable. 203 3.3. Day; Computation of Period of Days; Deadlines. 204 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., 205 United States Mountain Time (Standard or Daylight Savings, as applicable), Except however, if a Time of 206 Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, 20 Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day 20_ 209 specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank 210 or "NIA" the deadlines will expire at 11:59 p.m., United States Mountain Time. 2111 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after 2V MEC), when the ending date is not specified, the first day is excluded and the last day is included 213 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday 214 (Holiday), such deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or 219, Holiday. Should neither box be checked, the deadline will not be extended. 2t6 21 216 4. PURCHASE PRICE AND TERMS. 219 4.1. Price and Terms. The Purchase Price set forth below is payable in U S Dollars by Buyer as 220 follows: 2z1 222 21 Item No. Reference Item Amount Amount 223 1 § 4.1. Purchase Price $ 517,500.00 2'4 2 § 4.3. Earnest Money $ 25,000.00 225 226 3 § 4.5. New Loan $ 227 4 § 4.6. Assumption Balance $ 228 223 5 § 4.7. Private Financing $ 230 6 § 4.7. Seller Financing $ 231 7 n1a n1a 232 $ CBS]-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 4 of 23 2r'14/2023 4:31:18 PM CTMeContracts com --)'2023 CTM Software Corp. 233 I 8 nIa ills? $ 234 235 9 § 4.4. Cash at Closing $ 492,500.00 236 10 Total $ 517,500.00 $ 517,500.00 237 238 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ (Seller Concession). The Seller 239 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed 24 by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of 241 allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, 242 loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or 243 expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere 244 in this Contract. 245 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Wire Transfer, 246 will be payable to and held by Land Title Guarantee (Earnest Money Holder), in its trust account, on 244 behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract 241 unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties 25, authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), 251 if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest 2W Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 25. residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money 254 deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 25r 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if 25E other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 257 25S 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, 25£ Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as 26t set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not 261 already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer ?62 or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 2633 days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 264 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an 265 Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, 266 written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 26. 268 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute 2ss and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and 270 liable to Buyer as set forth in "if Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the 271 Earnest Money due to a Buyer default. 272 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute 27" and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and 27 liable to Seller as set forth in'If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest 27, Money due to a Seller Default. 277 4.4. Form of Funds; Time of Payment; Available Funds. 278 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, 279 Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including 2B0 electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 281 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be 2V paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by 26- Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 284 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, 0 Does 285 El Does Not have funds that are immediately verifiable and available in an amount not less than the amount 287 stated as Cash at Closing in § 4.1. 2sa 4.5. New Loan. (Omitted as inapplicable) gas 4.6. Assumption. (Omitted as inapplicable) 2g° 4.7. Seller or Private Financing. (Omitted as inapplicable) CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 5 of 23 2/14/2023 4:31:18 PM CTMeContracts.com-1-2023 CTM Software Corp. cal 292 TRANSACTION PROVISIONS 293 294 295 S. FINANCING CONDITIONS AND OBLIGATIONS. 296 (Omitted as inapplicable) 297 5.3. Credit Information. (Omitted as inapplicable) 298 5.4. Existing Loan Review. (Omitted as inapplicable) 299 300 6. APPRAISAL PROVISIONS. 302 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified 303 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised 304 Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 305 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 306 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective Sot loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 308 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is 309 less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 31 311 Buyer may, on or before Appraisal Objection Deadline: 31a 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 31 is terminated; or 314 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a 315 copy of the Appraisal or written notice from lender that confirms the Appraised Value Is less than the 3'16 Purchase Price (Lender Verification). 31T 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before 3119 Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 320 or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 321 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such 32- termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 323 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 324 purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to 325 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has 326 been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal 327 Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the 328 R appraised value of the Property of not less than $ g/a. The purchaser (Buyer) shall have the privilege and 330 option of proceeding with the consummation of this Contract without regard to the amount of the appraised 33q valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of 332 Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the 333 Property. The purchaser (Buyer) should satisfy h imself/herself/themse Ives that the price and condition of the 334 Property are acceptable. 335 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 336 purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 337 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 338 reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) 339 shall, however, have the privilege and option of proceeding with the consummation of this Contract without 340 34 , regard to the amount of the reasonable value established by the Department of Veterans Affairs. 342 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 343 removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to 344 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, 345 this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property 3A16 Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 347 the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 348 satisfaction of the Lender Property Requirements is waived in writing by Buyer. CBS I -6-21. CONTRACT TO WY AND SELL REAL ESTATE - Residential Page 6 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - x`2023 CTM Software Corp. 350 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 351 timely paid by ❑ Buyer ❑ Seller. The cost of the Appraisal may include any and all fees paid to the 352 appraiser, appraisal management company, lender's agent or all three. 353 35` 7. OWNERS' ASSOCIATIONS. This Section is applicable If the Property is located within one or more 35! Common Interest Communities and subject to one or more declarations (Association). 356 357 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 3K COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 351 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 3a ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 3a- REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND 3a, REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, 3a: INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES 36a NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY 365 AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND ass REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE 367 PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY 369 WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 371 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ 372 THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 373 THE ASSOCIATION. 374 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 375 Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller 37 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 37 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association 37L Documents, regardless of who provides such documents. 379 379 7.3. Association Documents. Association documents (Association Documents) consist of the 387 following: 382 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, 383 operating agreements, rules and regulations, party wall agreements and the Association's responsible 384 governance policies adopted under § 38-33.3-209.5, C.R.S.; 385 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or 386 managers' meetings; such minutes include those provided under the most current annual disclosure required 3 ass under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the sa minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 90 389 minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 391 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 3-2 Disclosure, including, but not limited to, property, general liability, association director and officer professional 393 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 394 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 395 7.3.4. A list by unit type of the Association's assessments, including both regular and special 3% assessments as disclosed in the Association's last Annual Disclosure; 397 398 97 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's 399 operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, 400 including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual 40•1 Disclosure, (3) the results of the Association's most recent availabie financial audit or review, (4) list of the 402 fees and charges (regardless of name or title of such fees or charges) that the Association's community 403 association manager or Association will charge in connection with the Closing including, but not limited to, 404 any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 405 update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record 406 Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 407 CBS i-6-2i. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 7 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - 9u2023 CTM Software Corp 408 or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3,5., collectively, Financial 409 Documents); 410 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 411 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or 41 412 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's 414 obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; 415 Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or 416, limited common elements of the Association property. 417 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents, 418 Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination 411. Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole 420 subjective discretion. Should Buyer receive the Association Documents after Association Documents 421 Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate 422 422 received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does 424 not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be 425 received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before 426 Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions 427 of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, 428 notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 429 430 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 431 8.1. Evidence of Record Title. 432 43` ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 434 title insurance company to furnish the owners title insurance policy at Seller's expense. On or before Record 435 Title Deadline, Seller must furnish to Buyer, a current commitment for an owners title insurance policy (Title 436 Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 437 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 438 soon as practicable at or after Closing. 439 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 440 title insurance company to furnish the owners title insurance policy at Buyer's expense. On or before Record 441 Title Deadline, Buyer must furnish to Seller, a current commitment for owners title insurance policy (Title 442 Commitment), in an amount equal to the Purchase Price. 444 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 445 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will ❑ Will Not contain 446 Owners Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or 44'r insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) 448 survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 449 of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and 450 unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be 45 paid by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other n1a. 0 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 453 delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may 455 require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 4556 Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, 457 Resolution). 458 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, 459 declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other 48 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 46 the Title Commitment furnished to Buyer (collectively, Title Documents). 4& 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 463 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 46; the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 8 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - 02023 CTM Software Corp, "'" documents required in this Section will be at the expense of the party or parties obligated to pay for the J as. 461 owner's title insurance policy. asl 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 471 covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title 47' Deadline. 47: 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment 47: and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before 47' Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 47! Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in 471 Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not 477 received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 478 479 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 480 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 48, documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, 482 (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the 483 Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this 484 § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to 4185 Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, in any, to deliver to Buyer all 486 documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to 487 Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition 488 of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 489 480 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true 491 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 492 easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or 493 other title matters not shown by public records, of which Seller has actual knowledge (Off -Record Matters). 494 This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has 495 the right to inspect the Property to investigate if any third party has any right in the Property not shown by 496 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to 497 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed 498 by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title), in Buyer's sole 499 subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an 5u0Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of 502 Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives 503Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title q 4 objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If 505 Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline 5o6 specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not 507 shown by public records of which Buyer has actual knowledge. 5os 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL 5as OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES 51a ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS 511 MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING 512 OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A 513 DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. 515 BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS 51 LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF 517 TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD 5i8 OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY 519 ASSESSOR. 520 8.5. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property listing any 521 special taxing districts that affect the Property (Tax Certificate) must be delivered to Buyer on or before 522 Record Title Deadline. If the Property is located within a special taxing district and such inclusion is 52,E unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may terminate, on or before Record Title CBS I-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 9 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - 02023 CTM Software Corp, 52, Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer's 526 option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or 527 before ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if 529 Buyers Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer's 529 Notice to Terminate must be received by Seller on or before Closing. if Seller does not receive Buyer's Notice 530 to Terminate within such time, Buyer accepts the provisions of the Tax Certificate and the inclusion of the 531 Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to Terminate 532 under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the 533 Tax Certificate, the Tax Certificate will be paid for by Seller. 535 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property 53F (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a 53. third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly 53a submit this Contract according to the terms and conditions of such right. If the third -party holder of such right 539 exercises its right this Contract will terminate. If the third party's right to purchase is waived explicitly or 540 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 54'1 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this 542 Contract has not occurred on or before Third Party Right to PurchaselApprove Deadline, this Contract will 54 then terminate Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the 545 44 Property on or before the Record Title Deadline. 546 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole 547 subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § 548 8.3. (Off -Record Title), § 8.5. (Special Taxing District) and § 13 (Transfer of Title). If Buyer exercises Buyer's 549 rights to object or terminate based on any such title matter, on or before the applicable deadline, Buyer has 5F the following options: 551 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title 552 matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not 553 agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 5545 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 55Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 557 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 558 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. 559 (Off -Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or 56o fifteen days after Buyer's receipt of the applicable documents; or 561 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 562 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 563 subjective discretion. %4 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 565 565 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the 567 title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, Sag set -back requirements, area, zoning, building code violations, unrecorded easements and claims of 568 easements, leases and other unrecorded agreements, water on or under the Property and various laws and 57 governmental regulations concerning land use, development and environmental matters. 571 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 572 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 573 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 574 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, 575 GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 57F PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF 57 578 THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 579 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE sso PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE 581 AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE `Z2 COUNTY CLERK AND RECORDER. CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 10 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - gi:2023 CTM Software Corp ? 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. gg, 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 59� INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 5g INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE 591 COLORADO OIL AND GAS CONSERVATION COMMISSION. 593 8.8.6. Title Insurance Exclusions. Matters set forth in this Section and others, may be 594 excepted, excluded from, or not covered by the owner's title insurance policy. 594 8.9. Mineral Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if examination of 5 the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 591 598 599 9. NEW ILC, NEW SURVEY. 600 9.1. New ILC or New Survey. If the box is checked, (1) ❑ New Improvement Location Certificate 6D (New ILC); or, (2) ❑ New Survey in the form of n1a; is required and the following will apply: 602 9.1.1. Ordering of New ILC or New Survey. ❑ Seller ❑ Buyer will order the New ILC or New 6030Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, 64 certified and updated as of a date after the date of this Contract. 606 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on 607 or before Closing, by: ❑ Seller ❑ Buyer or: 608 tl/a 609 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or 610 the provider of the opinion of title if an Abstract of Title) and rtla will receive a New ILC or New Survey on or 611 before New ILC or New Survey Deadline. 613 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by 514 the surveyor to all those who are to receive the New ILC or New Survey. 615 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 616 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller 617 or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective 618 discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 619 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New 620 ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to &21 62Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection 623 Deadline, notwithstanding § 8.3. or § 13: 624 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is 62 terminated; or 626 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter 6F that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer 62t, requires Seller to correct. 629 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received sao 631 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not 632 agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this 633 Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller 6,34 receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on 63s or before expiration of New ILC or New Survey Resolution Deadline). 636 637 638 DISCLOSURE, INSPECTION AND DUE DILIGENCE 639 640 CBS I-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 1 l of 23 2/14/2023 4:3 i:18 PM CTMeContracts.com - 1..2021 CTM Software Corp 1 60. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND 643 SOURCE OF WATER. 644 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 645 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 646 Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date 647 of this Contract. 648 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 649 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 650 Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 651 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. s5Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 6. after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer 6, acknowledges that Seller is conveying the Property to Buyer in an "As Is" condition, w Where Is° and" With All 6. Faults." ssr 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right sss' to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and 6= Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not 660 limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 661 mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service 662 to the Property (including utilities and communication services), systems and components of the Property 663 (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or 665 (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the 666 Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 66T 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify 663 Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, 669 provided the Buyer did not previously deliver an Inspection Objection. Buyer's Right to Terminate under this 670 provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 671 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 672 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 67 3 67,1 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 6-. Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 67 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline 671 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on 678 or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and 679 the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 680 executing an Earnest Money Release. ' 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 682 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 68" 684 engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that 685 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 686 kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 6sT Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any ssa such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 689 Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 690 Seiler"s reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 691 termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection 692 Resolution. 693 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance 694 Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and 695 686 premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. 697 10.6. Due Diligence. 698 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 12 of 23 2/14/2N3 4:31:18 PM CTMeContracts.com - C2023 CTM SoRware Corp 70o and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or 701 before Due Diligence Documents Delivery Deadline: 702 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other 703 occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining 704 to the Property that survive Closing are as follows (Leases): 7as1. This Contract is srect to the existi{ta Leasehold Aureement in dace until August 31, 707 708 e+c, D012sit and any jgrer2ard rents to Buyer at Iwlosi= Rents shall be grorated to the 703 Date of Clasina. 710 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased 711 Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information 712 pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 71` Buyer ❑ Will ® Will Not assume the Seller's obligations under such leases for the Leased Items (§ 2.5.7., 714 Leased Items). 71S 716 717 10.6.1.3. Encumbered Inclusions Documents. if any Inclusions owned by Seller are M encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the Its evidence of debt, security and any other documents creatin the encumbrance to Buyer on or before Due 72c Diligence Documents Delivery Deadline. Buyer ❑ Will R9 Will Not assume the debt on the Encumbered 72, Inclusions (§ 2.5.4., Encumbered Inclusions). 7K 10.6.1.4. Other Documents. Other documents and information: 723 7za 7 4 25 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 7a object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or 72. are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 728 Objection Deadline: 723 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 130 is terminated; or 731 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of 732 any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 733 734 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection 735 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller 736 have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 737 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 738 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., 739 on or before expiration of Due Diligence Documents Resolution Deadline). 740 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 741 that certain property owned by Buyer and commonly known as None. Buyer has the Right to Terminate 742 under § 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale 743 744 Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of 745 Buyer. If Seiler does not receive Buyer's Notice to Terminate on or before Conditional Sate Deadline, Buyer 746 waives any Right to Terminate under this provision. 747 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer 74' ❑ Does ® Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water 749 Addendum disclosing the source of potable water for the Property. ® There is No Well. Buyer ❑ Does 750 ® Does Not acknowledge receipt of a copy of the current well permit. 751 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 752 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE 753 DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER 155 SUPPLIES. 7% 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 757 10.10. Lead -Based Paint. CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 13 of 23 2/14/2023 4:31:18 PM CTMeContracls.cwm - 52023 CTM Software Corp. 758 10.10.1. Lead -Based Paint Disclosure. Unless exempt, if the Property includes one or more 759 residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of 760 Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead -Based 761 Paint Disclosure (Sales) form on or before the Lead -Based Paint Disclosure Deadline. If Buyer does not 762 timely receive the Lead -Based Paint Disclosure, Buyer may waive the failure to timely receive the 7&4 Lead -Based Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under § 24.1. by Seller's 765 receipt of Buyers Notice to Terminate on or before the expiration of the Lead -Based Paint Termination 766 Deadline. 767 10.10.2. Lead -Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment 768 or inspection of the Property for the presence of Lead -Based Paint or Lead -Based Paint hazards, Buyer has 769 a Right to Terminate under § 24.1. by Seller's receipt of Buyer's Notice to Terminate on or before the T70 expiration of the Lead -Based Paint Termination Deadline. Buyer may elect to waive Buyers right to 771 conduct or obtain a risk assessment or inspection of the Property for the presence of Lead -Based Paint or 772 Lead -Based Paint hazards. If Seller does not receive Buyers Notice to Terminate within such time, Buyer 713 accepts the condition of the Property relative to any Lead -Based Paint as satisfactory and Buyer waives any 774 Right to Terminate under this provision. 775 776 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater 777 or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping 778 purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has 779 an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a 78D location as required by the applicable building code. Tel 10.12. Methamph eta mine Disclosure. If Seller knows that methamphetamine was ever 71r manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose 783 such fact. No disclosure is required if the Property was remediated in accordance with state standards and 784 other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer 785 786 has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been 787 used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller's 7W receipt of Buyers written Notice to Terminate, notwithstanding any other provision of this Contract, based on 7g9 Buyers test results that indicate the Property has been contaminated with methamphetamine, but has not 799 been remediated to meet the standards established by rules of the State Board of Health promulgated 791 pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 792 793 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 794 795 796 Closing Provisions 797 798 799 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. M 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the ao. Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to 802 Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer 803 acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required 804 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 65 additional information and documents required by Closing Company that will be necessary to complete this 1307 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or $p$ before Closing. 809 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are 1310 ® Are Not executed with this Contract. Bit 12.3. Closing. Delivery of deed from Seller to Buyer will beat closing (Closing). Closing will be on the 812 date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to at- deliver a set of keys for the Property to Buyer The hour and place of Closing will be as designated by Title 814 ComAan. $15 CBS11-6-21. CONTRACT TO BUY AND SELL RLAL ESTA I I= - Residential Page 14 of 23 2.14/2023 4:31:18 PM CTMeContracts com - 1023 CTM Software Corp. 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent 811 of service vary between different settlement service providers (e.g., attorneys, tenders, inspectors and title 8t1 companies). 821 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue 821 after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to U2 Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to 823 § 2.5.7. (Leased Items). 824 825 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 626 including the tender of any payment due at Closing, Seller must execute and deliver the following good and 827 28 sufficient deed to Buyer, at Closing: Elspecial warranty deed ® general warranty deed M ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed ❑ n1a deed. Seller, provided 83o another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, 631 at Closing. 832 Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special 833 warranty deed or a general warranty deed, title will be conveyed 'subject to statutory exceptions' as defined B34 in §38-30-113(5)(a), C.R.S. 83,r 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 834 owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including 83 any governmental liens for special improvements installed as of the date of Buyer's signature hereon, 83 831 whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the 84�, proceeds of this transaction or from any other source. 841 842 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 843 WITHHOLDING. 844 16.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all 8 45 other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this 847 848 Section, the fees will be paid for by Seller. 849 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by By ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ Other rr1a. 051 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, 852 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current ss Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 8rr54 16.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must 875 856 be paid by ElBuyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ NIA. $37 15.3.2. Record Change Fee. Any Record Change Fee must be paid by Cl Buyer ® Seller 858 ❑ One -Half by Buyer and One -Half by Seller ❑ NIA. 859 16.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in 860 advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or 8s working capital due at Closing must be paid by ❑ Buyer ❑ Seller 86 ❑ One -Half by Buyer and One -Half by Seller ® NIA. 863 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will gsd be paid by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ NIA. N6 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ❑ Buyer ❑ Seller s67 ❑ One -Half by Buyer and One -Half by Seller ® NIA. 868 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be 869 paid when due by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® NIA. 870 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, 871 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 872 Closing by ElBuyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® NIA. 4 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 15 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - 02023 CTM Software Corp. 875 16.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this 876 Contract, do not exceed $rtla for: 877 ❑ Water Stock/Certificates ® Water District 678 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ ! 679 and must be paid at Closing by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ NIA. $80 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to 881 882 Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ NIA. 883 15.9. FIRPTA and Colorado Withholding. s84 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the a8s Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 8s6 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in 887 this Section is checked, Seller represents that Seller ❑ IS a foreign person for purposes of U.S. income WBtaxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide 890 any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 891 92 authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 893 Seller's tax advisor to determine if withholding applies or if an exemption exists. a9A 16.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of as the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if 8-06 not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 897 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 89:k Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to ss determine if withholding applies or if an exemption exists. 900 sal 902 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 903 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 904 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 905 general real estate taxes for the year of Closing, based on 906 ❑ Taxes for the Calendar Year Immediately Preceding Closing sos® Most Recent MITI Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying 909 seniors property tax exemption, qualifying disabled veteran exemption or ❑ Other 910 911 16.1.2. Rents. Rents based on ® Rents Actually Received ❑ Accrued. At Closing, Seller will 91,- transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after 913 lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. 914 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and 916 I& 916 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations 917 918 are final. 919 16.2. Association Assessments. Current regular Association assessments and dues (Association yea Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular 921 Association Assessments for deferred maintenance by the Association will not be credited to Seller except as 922 may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated 923 to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment s24 assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer ® Seller. Except 925 however, any special assessment by the Association for improvements that have been installed as of the 926 date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller 927 unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special 928 assessments against the Property except the current regular assessments and 930 we 931 Association Assessments are subject to change as provided in the Governing Documents. 93? CBS I-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 16 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - av-2023 CTM Software Corp. 933 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession 934 Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any 93r post -Closing Occupancy Agreement. 936 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction 937 and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 5N 100.00 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession 931 941 Time until possession is delivered. get Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following 94: box is checked, then Buyer ❑ Does Not represent that Buyer will occupy the Property as Buyer's principal w residence. 94� ❑ If the box is checked, Buyer and Seller agree to execute a Post -Closing Occupancy Agreement. 94! 94b 947 General Provisions 948 y 9 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 95, AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will 952 be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 953 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 954 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 9S' total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 95 paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to 95 repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before 95 Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. 95' Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at 961 Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from 96 y6 damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance y6e proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired 96 prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, 9&x if acceptable to Seller's insurance company and Buyer's lender, or (2) the parties may enter into a written S67 agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's 963 sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total 969 Purchase Price, plus the amount of any deductible that applies to the insurance claim. 970 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 971 972 communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or 973 plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is 974 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar 975 size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 976 such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds 977 received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 97s repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to 979 Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at 980 Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase 981 Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 9132 Closing. 983 818.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending ggS condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly W notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or 9s before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should 9W Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, 9a9 Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in 990 the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 17 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - ;-}2023 CTM Software Corp exceed the Purchase Price. 99z 993 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 994 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 99w complies with this Contract. 996 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty 997 programs that may be purchased and may cover the repair or replacement of such Inclusions. M 998 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1000 acknowledge that their respective broker has advised that this Contract has important legal consequences IODI 1002 and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel 1003 before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with 1004 their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and loos (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be to06 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, r007 including deadlines, that must be complied with. 1008 100s 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 101' in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, 1011 including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed 101z 1613 timely as provided in this Contract or waived, the non -defaulting party has the following remedies: 1014 20.1. If Buyer is in Default: 1815 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money 101E (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest 101 Money is not a penalty, and the Parties agree the amount is fair and reasonable. Seller may recover such Iola additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full 101 force and effect and Seller has the right to specific performance or damages, or both. 102 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in 6 20.1.1. is 1021 1022 checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to 1023 Seller and retained by Seller. It is agreed that the Eamest Money amount specified in § 4.1. is LIQUIDATED 1024 DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided 1025 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations 1o26 of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 1027 20.2. If Seller is in Default: 1028 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as 1029 canceled, in which case all Eamest Money received hereunder will be returned to Buyer and Buyer may 1030 recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for a31 � 1032 failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this 1033 Contract as being in full force and effect and Buyer has the right to specific performance or damages, or 1034 both. 1035 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under 1036 this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, 1a37 failure to perform any replacements or repairs required under this Contract or failure to timely disclose any 1038 known adverse material facts, Seller remains liable for any such failures to perform under this Contract after I o39 Closing Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 1040 survive Closing. 1041 1a42 1047 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 1044 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court 1045 must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1046 expenses. 1047 1048 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 18 of 23 2/14/2023 4:31:181 CTMeContracts_com - 02023 CTM Software Corp 105( resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the loss parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 105i cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must 1053 agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share 1054 equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the 105, entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by 1 ou one party to the other at that party's last known address (physical or electronic as provided in § 26). Nothing 1050 in this Section prohibits either party from filing a lawsuit and recording a Us pendens affecting the Property, lass before or after the date of written notice requesting mediation. This Section will not alter any date in this 10509 lasa Contract, unless otherwise agreed. 1 %1 1062 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1089 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. ID64 In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to 1065 release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) 1 ass wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a 1067 court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable lass attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless 106(- Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) 1070 containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money 1071 1072 Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In 1073 the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the 1074 time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the 1075 Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or 1076 termination of this Contract. 1077 1078 24. TERMINATION. 1079 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to 1a$0 1081 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1082 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1083 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the 1034 Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right 1os5 to Terminate under such provision. 1086 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received 1087 hereunder is timely returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. 1058 and 21. 1a89 lass 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and 1091 im specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any lays prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this los Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or loss enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by 1096 its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor I M to a party receives the predecessor's benefits and obligations of this Contract. la98 1099 26. NOTICE, DELIVERY AND CHOICE OF LAW. 1100 1101 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, 1 to except as provided in § 26.2. and is effective when physically received by such party, any individual named in 1 t03 this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working 1104 with such party (except any notice or delivery after Closing must be received by time party, not Broker or 1105 Brokerage Firm). 1106 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in 1107 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 19 of 23 2/14/2023 4:31:18 PM CTMeContracts corn - C2023 CTM Software Corp. 110 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 1109 such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 5110 Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the 1111 electronic address of the recipient by facsimile, email or Internet/electronic signatures. 1112 1113 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email 1114 at the email address of the recipient, (2) a link or access to a website or server provided the recipient 1115 receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax ii v No.) of the recipient. 1117 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed 1113 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign 1119 a contract in Colorado for real property located in Colorado. 1120 1121 1122 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, 11x by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 1124 acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1125 accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be 1126 executed by each party, separately and when each party has executed a copy thereof, such copies taken 112, together are deemed to be a full and complete contract between the parties. 1128 1125 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1130 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 113' Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey; 1132 113and Property Disclosure, Inspection, Indemnity, Insurability Due Diligence and Source of Water. 1134 1135 I ADDITIONAL PROVISIONS AND ATTACHMENTS 1136 1137 1138 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 113 Colorado Real Estate Commission.) 1140 1. This Contract to Buy and Sell Real Estate is conditioned and contingent upon the Vail 1141 Town C=Wl gmn(in a authorization to proceed with the aurch age of the era arty described 1142 in Section 1. subiect to the terms of the Contract.. Authorization to proceed shall be by 1143 1144 consideration of a Vail Town Council Resolution on February 21. 2023." and "Section 15.4. 1145 Local L msster. Tax: _The buyer: The Town of Vail, agrees to forgo the 1° Town of ](ail Transfer 1146 Lu on the sale of this l2Merf V. Both Buyer and Seller shall have no obligation to 12ay the I% 1147 Town of Vail Transfer Tax at the time of closing. 1148 1149 2. Total commission is 3% of the nurchasf? price. Buyer R Seller acrraa 1 % Seller & 2% Buyer. 1150 1151 1152 3. Seller ag=s to withhold an additional $1,000.00 for the security deposit on behalf of the 1153 tenant in an asrrow account held at Land Title. Money shall be released on September 1., o54 2023, or earlier upon instructions from Buyer. 1155 1156 1157 30. OTHER DOCUMENTS. 1159 30.1. Documents Part of Contract. The following documents are a part of this Contract: 1160 30.1.1. Post -Closing Occupancy Agreement. If the Post -Closing Occupancy Agreement box is 1161 checked in § 17 the Post -Closing Occupancy Agreement is a part of this Contract. I t62 1163 116a 1165 CB51-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 20 of 23 2/14/2023 4:31:18 PM CTMeCont acts.com - { 2023 CTM Software Corp. 111;T 1169 1169 -117D i 171 1172 30.2. Documents Not Part of Contract. The following documents have been provided but are not a 1173 part of this Contract: 1174 E 1175 1176 1177 -1178 1179 1130 Signatures 1.181 1182 1183 11$4 11 &; �J/J 11 s6 uS'S'A 11 ST Date: 211412023 ,IN Buyer: Town of Vail 1189 By: Russell Forrest, Town Manager 1190 1191 1192 1193 [NOTE: If this offer is being countered or rejected, do not sign this document.] 1194 1195 1198 Sam Atomr1ss119Date. 2/14/2023 1199 Seller: Steve Moore 1200 1201 1202 12a3 / 1204 (/e��i�Pi, [�. lffmpltll� 1205 Date: 211412023 1206 S_eller: Donnie. L. Moore 120T 1208 1209 1210 1211 1212 END OF CONTRACT TO BUY AND SELL REAL ESTATE 1213 1214 1215 1216 1217 BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. 1218 1219 A. Broker Working With Buyer 1220 122• Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 122� Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 122a already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest i 7BS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 21 of 23 2/14/2023 4:31:18 PM CTMeContracts.com - 1 2023 CTM Software Corp 1225 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1226 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1227 mutual instructions, provided the Earnest Money check has cleared, 1228 1229 Broker is working with Buyer as a ❑ Buyer's Agent ® Transaction -Broker in this transaction. 1230 t2?' ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Brokers brokerage relationship 123— with Seiler. 1233 1234 1235 Brokerage Firm's compensation or commission is to be paid by ElListing Brokerage Firm ElBuyer 1236 ® Other Seller. 1237 1233 This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does 123' NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be 124,- entered into separately and apart from this provision. 1241 1242 Brokerage Firm's Name: Berkshire Hathaway HomeServices Colorado Properties t243 €244 Brokerage Firm's License #: EC 28210 1245 1246 1247 1248"" 1249 Date: 2/9/2023 1250 Brokers Name: Danean Boukather 1251 1252 Brokers License #: FA100000608 1253 1254 Address: 511 E Lionshead Cir Vail, CO 81657 1255 Ph:970-476-2482 Fax: 970-476-6499 Email Address: danean@bhhsvaH.net 1256 1257 1258 1259 1260 B. Broker Working with Seller 1261 12f i 1263 Broker ElDoes ElDoes Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 12CA Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1265 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest t266 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1257 Earnest Money will be made within five days of Earnest Money Holders receipt of the executed written IM mutual instructions, provided the Earnest Money check has cleared. 1269 1270 Broker is working with Seller as a ❑ Seller's Agent ® Transaction -Broker in this transaction. 1271 1272 El127; Customer. Broker has no brokerage relationship with Seller. See § A for Brokers brokerage relationship 127, with Buyer. 1275 1276 Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other. 1277 127P This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does 1271 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be 128G entered into separately and apart from this provision. 1281 128? CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ES LATE - Residential Page 22 of 23 1`14.1023 4:31:18 PM CTMeContracts.com - 02023 CTM SOQWAre Corp 1283 Brokerage Firm's Name: 1284 1285 Brokerage Firm's License M 12M 1287 1288 1288 1290 Broker's Signature Date: 1291 Broker's License IM 1293 Address: , 1294 Ph: Fax: Email Address: 1295 12m 1297 � CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) 1299 CT'M eContracts - ©2022 MRI Software LLC - All Rights Reserved CBS 1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 23 of 23 2114, 2023 4:31:18 PM CTMeContracts.com - C 1023 Cl`M Software Corp.