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HomeMy WebLinkAbout2023-28 A Resolution Approving the Purchase of Residential PropertyRESOLUTION NO.28 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 Attomey, 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 110day of August, 2023. LP imberly Lahr aid, May Cr ATTEST: Stepharaf�e Bibbens, Tov► DocuSign Envelope ID: F61B29CM6FC-40B2-88E5-3EDFD50E4833 1 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 2 (CBS1-6-21) (Mandatory 1-22) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNEVG. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (RESIDENTIAL) 9 10 Date: ornanora 11 1 AGREEMENT 12 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set 13 forth in this contract (Contract). 14 2. PARTIES AND PROPERTY. 15 2.1. Buyer. Tom^ ofva (Buyer) will take title 16 to the Property described below as ❑ Joint Tenants ❑ Tenants In Common N Other Teo 17 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 18 2.3. Seller. K-^ sae SWd-W and Mal Th0MW st0dWWi (Seller) is the current 19 owner of the Property described below. 20 2.4. Property. The Property is the following legally described real estate in the County of ES& , Colorado 21 (insert legal description): PHASE III Subdivision: PITKIN CREEK PARK Unit: 14-A 22 23 24 25 26 27 known as: 4081 Bighorn Road Unit 14A, Vail, CO 81657 28 Street Address City State Zip 29 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 30 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 31 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 32 2.5.1. Inclusions -- Attached. If attached to the Property on the date of this Contract, the following items are 33 included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside 34 telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built- 35 in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers 36 (including N/A remote controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels ❑ Water 37 Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7. 38 (Leased Items), If any additional items are attached to the Property after the date of this Contract, such additional items are also 39 included in the Purchase Price. 40 2.5.2. Inclusions — Not Attached. If on the Property, whether attached or not, on the date of this Contract, the 41 following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, 42 blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, 43 heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 44 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the 45 Purchase Price: Refrigerator, dishwasher, microwave, cooktop oven, clothes washer and dryer 46 47 48 49 50 51 ❑ If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal 52 property outside of this Contract. CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page I of 19 DocuSign Envelope ID: F61 B29C9-85FC-40B2-88E5-3EDFD50E4833 5 § 8 Off -Record Title Deadline 6 § 8 Off -Record Title Obiection Deadline 7 48 Title Resolution Deadline 8 § 8 Third Party Right to Purchase/Avvrove Deadline Owners' Association 9 § 7 Association Documents Deadline 10 .47 Association Documents Termination Deadline Seller's Disclosures 11 § 10 Seller's Property Disclosure Deadline 12 § 10 Lead -Based Paint Disclosure Deadline Loan and Credit 13 § 5 New Loan Application Deadline 14 § 5 New Loan Terms Deadline 15 § 5 New Loan Availability Deadline 16 § 5 Buyer's Credit Information Deadline 17 § 5 Disapproval of Buyer's Credit Information Deadline 18 45 Existing Loan Deadline 19 § 5 Existing Loan Termination Deadline 20 § 5 Loan Transfer Approval Deadline 21 § 4 Seller or Private Financing Deadline Appraisal 22 § 6 Appraisal Deadline 23 § 6 Appraisal Obiection Deadline 24 46 Appraisal Resolution Deadline Survey 25 § 9 New ILC or New Survey Deadline 26 49 New ILC or New Survey Obiection Deadline 27 9 New ILC or New Survey Resolution Deadline Inspection and Due Diligence 28 42 Water Rights Examination Deadline 29 .48 Mineral Rights Examination Deadline 30 § 10 Inspection Termination Deadline 31 § 10 Inspection Obiection Deadline 32 § 10 Inspection Resolution Deadline 33 § 10 Property Insurance Termination Deadline 34 § 10 Due Diligence Documents Delivery Deadline 35 § 10 Due Diligence Documents Obiection Deadline 36 § 10 Due Diligence Documents Resolution Deadline 37 § 10 Conditional Sale Deadline 38 § 10 Lead -Based Paint Termination Deadline Closing and Possession 39 $ 12 Closing Date 40 § 17 Possession Date 41 § 17 Possession Time 42 § 27 Acceptance Deadline Date 43 § 27 Acceptance Deadline Time Monday August 7, 2023 Monday August 14, 2023 Friday August 18. 2023 WA Monday August T. 2023 Friday August 11, 2023 Wednesday August 2, 2023 Wednesday August 2, 2023 2V WA WA WA NIA WA NIA NIA NIA Friday August 18, 2023 Tuesday August 22, 2023 Thursday August 24, 2023 WA WA WA NIA NIA Tuesday August 15, 2023 Wednesday August 16. 2023 Monday August 21, 2023 Friday August 11, 2023 Monday August 7, 2023 Wednesday August 9, 2023 Monday August 14, 2023 NIA NIA Friday September 15, 2023 Friday September 15, 2023 Delivery of Deed Friday Jury 28, 2023 5:00 PM (MST) 104 Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA 105 insured or VA guaranteed loans. 106 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with "NIA", 107 or the word "Deleted," such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box 108 checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of 109 "None", such provision means that "None" applies. CBSl--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 19 DocuSign Envelope ID: F61 B29CM5FC-40B2-88E5-3EDFD50E4833 152 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the 153 Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in "If Buyer 154 is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 155 4.4. Form of Funds; Time of Payment; Available Funds. 156 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 157 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 159 check, savings and loan teller's check and cashier's check (Good Funds). 159 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at 160 Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH 161 NONPAYING PARTY WILL BE IN DEFAULT. 162 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ❑■ Does ❑ Does Not have 163 funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 164 4.5. New Loan. 165 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2. (Seller Concession), if applicable, 166 must timely pay Buyer's loan costs, loan discount points, prepaid items and loan origination fees as required by lender. 167 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 168 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan Limitations) or § 29 (Additional 169 Provisions). 170 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 171 ❑ Conventional ❑ FHA ❑ VA ❑ Bond ❑ Other 172 If either or both of the FHA or VA boxes are checked, and Buyer closes the transaction using one of those loan types, Seller agrees 173 to pay those closing costs and fees that Buyer is not allowed by law to pay not to exceed $ 174 4.5.4. Loan Estimate — Monthly Payment and Loan Costa Buyer is advised to review the terms, conditions and 175 costs of Buyer's New Loan carefully. If Buyer is applying for a residential loan, the lender generally must provide Buyer with a 176 Loan Estimate within three days after Buyer completes a loan application. Buyer also should obtain an estimate of the amount of 177 Buyer's monthly mortgage payment. 178 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance 179 set forth in § 4.1. (Price and Terms), presently payable at $ per including principal and interest 180 presently at the rate of % per annum and also including escrow for the following as indicated: ❑ Real Estate Taxes ❑ 181 Property Insurance Premium ❑ Mortgage Insurance Premium and ❑ 182 Buyer agrees to pay a loan transfer fee not to exceed $ . At the time of assumption, the new interest rate will 183 not exceed % per atmum and the new payment will not exceed $ per principal and 184 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which 185 causes the amount of cash required from Buyer at Closing to be increased by more than $ , or if any other terms or 186 provisions of the loan change, Buyer has the Right to Terminate under § 24.1. on or before Closing Date. 187 Seller ❑ Will ❑ Will Not be released from liability on said loan. If applicable, compliance with the requirements for release 188 from liability will be evidenced by delivery ❑ on or before Loan Transfer Approval Deadline ❑ at Closing of an appropriate 189 letter of commitment from lender. Any cost payable for release of liability will be paid by in an amount 190 not to exceed $ 191 4.7. Seller or Private Financing. 192 WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers 193 and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed 194 Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing, 195 including whether or not a party is exempt from the law. 196 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, ❑ Buyer 197 ❑ Seller will deliver the proposed Seller financing documents to the other party on or before days before Seller or 198 Private Financing Deadline. 199 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing, this Contract is conditional upon 200 Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions, cost, 201 and compliance with the law. Seller has the Right to Terminate under § 24.1., on or before Seller or Private Financing Deadline, 202 if such Seller financing is not satisfactory to Seller, in Seller's sole subjective discretion. 203 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 204 financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its 205 availability, payments, interest rate, terms, conditions, and cost. Buyer has the Right to Terminate under § 24.1, on or before Seller 206 or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer's sole subjective discretion. CBSI--21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 19 DocuSign Envelope ID: F61 B29C9-85FC4OB2-88E5-3EDFD5OE4833 263 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 264 shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Earnest 265 Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a 266 written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, 267 setting forth the appraised value of the Property of not less than $ am . The purchaser (Buyer) shall have the privilege 268 and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The 269 appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will 270 insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy 271 himself/herself/themselves that the price and condition of the Property are acceptable. 272 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 273 shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property 274 described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department 275 of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of 276 this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 277 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 278 including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting), 279 beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following 280 Seller's receipt of the Lender Property Requirements, or Closing, carless prior to termination: (1) the parties enter into a written 281 agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 282 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 283 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by ® Buyer 284 ❑ Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's 285 agent or all three. 286 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest 287 Communities and subject to one or more declarations (Association). 288 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 289 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 290 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 291 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 292 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 293 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 294 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 295 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS 296 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 297 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 298 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 299 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 300 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 301 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 302 ASSOCIATION. 303 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), 304 at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 305 Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt 306 of the Association Documents, regardless of who provides such documents. 307 7.3. Association Documents. Association documents (Association Documents) consist of the following: 308 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 309 rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5, 310 C.R.S.; 311 7.3.2. Minutes of: (I)the annual owners' or members' meeting and (2) any executive boards' or managers' meetings; 312 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 313 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 314 minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 315 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, 316 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must 317 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed 318 (Association Insurance Documents); 319 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as 320 disclosed in the Association's last Annual Disclosure; CBSt--&21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 19 DocuSign Envelope ID: F61 B29C"5FC-40B2-BSE5-3EDFD50E4833 379 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 380 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 381 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any 382 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 383 or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, 384 pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object 385 to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1. 386 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable 387 deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title 388 Documents as satisfactory. 389 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing 390 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 391 limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which 392 Seller has actual knowledge (Off -Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New 393 ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown 394 by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of 395 Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. 396 (Record Title) and § 13 (Transfer of Title), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record 397 Title Objection Deadline. If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the 398 earlier of Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives Buyer's Notice 399 to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title objection by Buyer is governed by the 400 provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice 401 of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off -Record Matters and rights, if 402 any, of third parties not shown by public records of which Buyer has actual knowledge. 403 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 404 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 405 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 406 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 407 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 408 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 409 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 410 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 411 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 412 RECORDER, OR THE COUNTY ASSESSOR 413 8.5. Tax Certificate. A tax certificate paid for by ■❑ Seller ❑ Buyer, for the Property listing any special taxing districts 414 that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located 415 within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may 416 terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, 417 Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or before 418 ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate 419 would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on 420 or before Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Tax 421 Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to 422 Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax 423 Certificate, the Tax Certificate will be paid for by Seller. 424 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first 425 refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a 426 right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 427 such right. If the third -party holder of such right exercises its right this Contract will terminate. If the third parry's right to purchase 428 is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 429 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred 430 on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in 431 writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 432 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole subjective discretion, 433 based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off -Record Title), § 8.5. (Special Taxing 434 District) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to object or terminate based on any such title matter, on or 435 before the applicable deadline, Buyer has the following options: 436 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of 437 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or CBSI--&21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 19 DocuSign Envelope ID: F61629C9-85FC-4OB2-88ES-3EDFD5OE4833 496 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or 497 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 498 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 499 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or 500 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 501 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey 502 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such 503 termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). 504 1 DISCLOSURE, INSPECTION AND DUE DILIGENCE 505 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF 506 WATER 507 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to Buyer 508 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller 509 to Seller's actual knowledge and current as of the date of this Contract. 510 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer 511 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 512 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 513 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing 514 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 515 Seller is conveying the Property to Buyer in an "As &' condition, "Where Is" and "With All Faults." 516 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 517 (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer's expense. If 518 (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the 519 electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased 520 Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., 521 heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or 522 noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's 523 sole subjective discretion, Buyer may: 524 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, 525 pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver 526 an Inspection Objection. Buyer's Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller 527 pursuant to § 10.3.2.; or 528 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 529 description of any unsatisfactory condition that Buyer requires Seller to correct. 530 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 531 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 532 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection 533 Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision 534 prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 535 executing an Earnest Money Release. 536 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 537 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 538 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 539 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 540 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 541 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 542 any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and 543 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed 544 pursuant to an Inspection Resolution. 545 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination 546 Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance 547 (Property Insurance) on the Property, in Buyer's sole subjective discretion. 548 10.6. Due Diligence. 549 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information 550 pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery 551 Deadline: CBSI--6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 19 DocuSign Envelope ID: F61B29C4.851=C-40B2-88E5-3EDFD50E4833 610 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater or appliance, a 611 fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties 612 acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within 613 fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code. 614 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, 615 disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was 616 remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further 617 acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever 618 been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller's receipt of Buyer's written 619 Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer's test results that indicate the Property 620 has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State 621 Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of 622 the test. 623 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] 624 CLOSING PROVISIONS 625 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 626 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable 627 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is 628 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a 629 timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 630 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 631 Seller will sign and complete all customary or reasonably required documents at or before Closing. 632 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑■ Are Not executed with 633 this Contract. 634 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 635 the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to deliver a set of keys for the Property to 636 Buyer. The hour and place of Closing will be as designated by aes —P-Y 637 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between 638 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 639 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer 640 must assume Seller's obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such 641 leases for the Leased Items accepted by Buyer pursuant to § 2.5.7. (Leased Items). 642 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender 643 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: ❑ 644 s ecial warranty deed 0 general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed 645 NIA deed. Seller, provided another deed is not selected, must execute and deliver a good and 646 sufficient special warranty deed to Buyer, at Closing. 647 Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general 648 warranty deed, title will be conveyed "subject to statutory exceptions" as defined in §38-30-113(5)(a), C.R.S. 649 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens 650 or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special 651 improvements installed as of the date of Buyer's signature hereon, whether assessed or not, and previous years' taxes, will be paid 652 at or before Closing by Seller from the proceeds of this transaction or from any other source. 653 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 654 WITHHOLDING. 655 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 656 to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits 657 Buyer from paying for any of the fees contained in this Section, the fees will be paid for by Seller. 659 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 659 0 One -Half by Buyer and One -Half by Seller ❑ Other wA 660 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to 661 promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees 662 associated with or specified in the Status Letter will be paid as follows: CBSI--&21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 19 DocuSign Envelope ID: F61 B29C9-85FC-40E2-88E5-3EDFD50E4833 720 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, 721 subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any Post -Closing Occupancy Agreement. 722 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally 723 liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 3oa00 per day (or any part of a day 724 notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. 725 Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following box is checked, then 726 Buyer ❑ Does Not represent that Buyer will occupy the Property as Buyer's principal residence. 727 ❑ If the box is checked, Buyer and Seller agree to execute a Post -Closing Occupancy Agreement. 728 1 GENERAL PROVISIONS 729 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 730 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 731 condition existing as of the date of this Contrac# ordinary wear and tear excepted. 732 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 733 prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the 734 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 735 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on 736 or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect 737 to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 738 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 739 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 740 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 741 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 742 insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 743 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such 744 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 745 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 746 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 747 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 748 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 749 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 750 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 751 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the 752 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 753 not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 754 Closing. 755 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 756 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 757 action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer's 759 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 759 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 760 of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 761 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 762 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 763 18.5. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty programs that may be 764 purchased and may cover the repair or replacement of such Inclusions. 765 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that 766 their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination 767 of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal 768 and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded 769 in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 770 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must 771 be complied with. 772 773 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. 774 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored CBSI-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 19 DocuSign Envelope ID: F61B29C9-85FC-40B2-88E5-3EDFD50E4833 829 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 830 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 831 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms 832 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or 833 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. 834 Any successor to a party receives the predecessor's benefits and obligations of this Contract. 835 26. NOTICE, DELIVERY AND CHOICE OF LAW. 836 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in 837 § 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or 838 notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing 839 must be received by the party, not Broker or Brokerage Firm). 840 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in electronic form to Buyer or 841 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 942 working with such party (except any notice or delivery after Closing, cancellation or Termination must be received by the party, not 843 Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or , rr w1C swnetur" 844 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address 845 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 846 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 847 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 848 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 849 located in Colorado. 850 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 851 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 26 on or before 852 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and 853 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 854 copies taken together are deemed to be a full and complete contract between the parties. 855 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited 856 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, 857 Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability Due 858 Diligence and Source of Water. 859 # ADDITIONAL PROVISIONS AND ATTACHMENTS I 860 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 861 Commission.) 862 1. This contract to buy and sell real estate is conditioned and contingent upon the Vail Town Council granting 863 authorization to proceed with the purchase of the property described in Section 1, subject to the terms of the 864 contract. Authorization to proceed shall be by consideration of a Vail Town Council Resolution on August 1, 2023. 865 866 2. Section 15.4. local Transfer Tax: the buyer, the Town of Vail, agrees to forgo the 1 % Town of Vail Transfer tax 867 on the sale of this property. Both Buyer and Seller shall have no obligation to pay the 1 % Town of Vail Transfer 868 Tax at the time of closing. 869 870 871 872 30. OTHER DOCUMENTS. 873 30.1. Documents Part of Contract. The following documents are a part of this Contract: 874 30.1.1. Post -Closing Occupancy Agreement. If the Post -Closing Occupancy Agreement box is checked in § 17 875 the Post -Closing Occupancy Agreement is a part of this Contract. 876 877 878 879 880 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: CBSl- 6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 17 of 19 DocuSign Envelope ID: F81B2gC9-85FC-4OB2-88E5-3EDFD5OE4833 889 Brokerage Firm's Name: Brokerage Firm's License #: Broker's Name: Broker's License #: Broker's Signature Address: Phone No.: Fax No.. Email Address: B. Broker Working with Seller Date Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a ❑ Seller's Agent ❑ Transaction -Broker in this transaction. ❑ Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm's Name: Brokerage Firm's License #: Broker's Name: Broker's License #: Broker's Signature Address: Phone No.: Fax No.. Email Address: Date CBSI- 6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 19 of 19