HomeMy WebLinkAbout2023-32 A Resolution Approving the Purchase of Residential PropertyRESOLUTION NO.32
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 15t' day of7141btrly
gust}, 2023.
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Berkshire Hathaway HorneServices Colorado Properties
V Danean Boukather
11hRKS111Rt:lrAMAWAY Ph:970-476-2482
Homesvnieeh 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: BIWO23
AGREEMENT
1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms
and conditions set forth in this contract (Contract).
2. PARTIES AND PROPERTY.
2.1. Buyer. Town of Vail (Buyer) will take title to the Property described below as ❑ Joint Tenants
❑ Tenants In Common ® Other TBD.
2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specked in
Additional Provisions.
2.3. Seller. Dennis L. Heinz and Shari P. Rubin (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
ff@ft, Colorado (insert legal description):
BLDG A Subdivision: BUFFER CREEK CONDO Unit: 2
known as: 1860 Meadow Ridoe. 2 Vail. CO 81657
together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant
thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded
(Property).
2.5. Inclusions. The Purchase Price includes the following items (Inclusions):
2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the
following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and
air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting
blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems
and controls, built-in vacuum systems (including accessories) and garage door openers (including 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
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58 included in the Purchase Price:
58 2 J4eMacrators. dishwasher, stove. microwave
sa ❑ If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for
61 additional personal property outside of this Contract.
62
S3 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
ss taxes for the year of Closing), liens and encumbrances, except:
@8 ti
67 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of
ss sale or other applicable legal instrument.
bg 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: 2
70
71mWoned Darkina spacesand the use or ownership of the following storage facilities:
72 9 S Ord a ci<oset downstairs.
73 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should
74 investigate.
75 2.5.7. Leased Items. The following personal property is currently leased to Seller which will be
75 transferred to Buyer at Closing (Leased Items):
77 n/a
78 —
79 2.6. Exclusions. The following items are excluded (Exclusions):
30 n/a
81 2.7. Water Rights/Well Rights.
82 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights:
33
84 Any deeded water rights will be conveyed by a good and sufficient nla deed at Closing.
BS —
3s ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§
B7 2.7.1., 2.7.3. and 2.7A., will be transferred to Buyer at Closing:
33 We
89 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer
90 understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well"
01 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
99d the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for
A the well and pay the cost of registration. If no person will be providing a closing service in connection with the
95
96 transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is
97 I-
98 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as
99 follows:
100 "
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.
103 g ) § (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such
104 rights to Buyer by executing the applicable legal instrument at Closing.
1 tK 2.7.6. Water Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if
1 o6 examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination
107 Deadline.
108
lag
3. DATES, DEADLINES AND APPLICABILITY.
110
3.1. Dates and Deadlines.
1t1
112
I Item No. Reference Event
Date or Deadline
113
I 1 § 3 Time of Day Deadline
n/a
114
11
I 2 § 4 Alternative Earnest Money Deadline
5 days after MEC
CBS I-6-21. CONTRACT TO BUY AND SELL REAL ESTATE - Residential
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Title
Ila
3
§ 8
Record Title Deadline (and Tax Certificate)
811712023
Thursday
19
120
4
§ 8
Record Title Objection Deadline
812412023
Thursday
121
5
§ 8
Off -Record Title Deadline
811712023
Thursday
122
6
§ 8
Off -Record Title Objection Deadline
8/14(2023
Thursday
123
124
7
§ 8
Title Resolution Deadline
8/31/2023
Thursday
125,
8
§ 8
Third Party Right to Purchase/Approve Deadline
9/11/2023
Monday
126
127
Owners' Association
128
9
§ 7
Association Documents Deadline
8/17/2023
Thursday
129
130
10
§ 7
Association Documents Termination Deadline
812112023
Monday
13,
Seller's Disclosures
132
133
11
§ 10
Sellers Property Disclosure Deadline
8/17/2023
Thursday
134
12
§ 10
Lead -Based Paint Disclosure Deadline
811712023
Thursday
131
Loan and Credit
136
137
13
§ 5
New Loan Application Deadline
We
138
14
§ 5
New Loan Terms Deadline
We
139
140
15
§ 5
New Loan Availability Deadline
n/a
141
16
§ 5
Buyers Credit Information Deadline
n1a
'142
143
17
§ 5
Disapproval of Buyers Credit Information Deadline
n1a
144
18
§ 5
Existing Loan Deadline
n/a
145
146
19
§ 5
Existing Loan Termination Deadline
n1a
147
20
§ 5
Loan Transfer Approval Deadline
n1a
148
149
21
§ 4
Seller or Private Financing Deadline
n1a
150
Appraisal
151 1
22
§ 6
Appraisal Deadline
n1a
153
23
§ 6
Appraisal Objection Deadline
n1a
154
24
§ 6
Appraisal Resolution Deadline
n1a
155
156
Survey
157
25
§ 9
New ILC or New Survey Deadline
n1a
158
159
26
§ 9
New ILC or New Survey Objection Deadline
n1a
160 i
27
§ 9
New ILC or New Survey Resolution Deadline
n1a
161
162
Inspection and Due diligence
163
28
§ 2
Water Rights Examination Deadline
n/a
164
165
29
§ 8
Mineral Rights Examination Deadline
n1a
166
30
§ 10
Inspection Termination Deadline
812312023
Wednesday
167
168
31
§ 10
Inspection Objection Deadline
811812023
Friday
169
32
§ 10
Inspection Resolution Deadline
8/2212023
Tuesday
170
33
§ 10
Property Insurance Termination Deadline
=212023
Tuesday
171
172
34
§ 10
Due Diligence Documents Delivery Deadline
811712023
Thursday
173
35
§ 10
Due Diligence Documents Objection Deadline
&2212023
Tuesday
t,A
CBSI-6-21.
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175 36 § 10 Due Diligence Documents Resolution Deadline 812412023 Thursday
176 37 § 10 Conditional Sale Deadline Wa
177
178 38 § 10 Lead -Based Paint Termination Deadline &2412023 Thursday
179 Closing and Possession
1ao
181 39 § 12 Closing Date 9/28/2023 Thursday
182 40 § 17 Possession Date 912812023 Thursday
183
1a4 41 § 17 Possession Time Delivery of deed
185 42 § 27 Acceptance Deadline Date 811112023 Friday
186
187 43 § 27 Acceptance Deadline Time 5:OOPM(MST)
138 44 n/a n/a Wa
189
190 45 n/a n/a Wa
191
192 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
1966 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
199 "None" applies.
200
201 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,
207 Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day
208
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.
211 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after
212 MEC), when the ending date is not specified, the first day is excluded and the last day is included.
713 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
215 Holiday. Should neither box be checked, the deadline will not be extended.
217
218 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:
221 Item No. Reference Item Amount Amount
222
223 1 § 4.1. Purchase Price $ 765,000.00
224 2 § 4.3. Earnest Money $ 25,000.00
225
226 3 § 4.5. New Loan $
227 4 § 4.6. Assumption Balance $
228
229 5 § 4.7, Private Financing $
230 6 § 4.7. Seller Financing $
231 7 n!a n!a $
232
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233 8 nla n1a $
234
235 9 § 4.4. Cash at Closing $ 740,000.00
236 10 Total $ 765,000.00 $ 765,000.00
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
24o 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,
24� 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.
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4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Wire transfer, will
be payable to and held by Title comoanv of Sellers choice (Earnest Money Holder), in its trust account,
on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this
Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The
parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing
Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on
Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to
Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest
Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund.
4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if
other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline.
4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates,
Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as
set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not
already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer
or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three
days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in §
23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an
Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller,
written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt.
4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute
and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and
liable to Buyer as set forth in "If Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the
Earnest Money due to a Buyer default.
4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute
and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and
liable to Seller as set forth in "If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest
Money due to a Seller Default.
4.4. Form of Funds; Time of Payment; Available Funds.
4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds,
Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including
electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds).
4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be
paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by
Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.
4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ® Does
❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount
stated as Cash at Closing in § 4.1.
28s
290
CBS 1-6-21
4.5. New Loan. (Omitted as inapplicable)
4.6. Assumption. (Omitted as inapplicable)
4.7. Seller or Private Financing. (Omitted as inapplicable)
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292
TRANSACTION PROVISIONS
293 r
294
295 5. FINANCING CONDITIONS AND OBLIGATIONS.
296 (Omitted as inapplicable)
297 5.3. Credit Information. (Omitted as inapplicable)
298 6.4. Existing Loan Review. (Omitted as inapplicable)
299
3001 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
308 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
307 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
319 less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline
311 Buyer may, on or before Appraisal Objection Deadline:
312 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract
313 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
316 Purchase Price (Lender Verification).
31T 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before
318
319 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
322 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
sea purc
haser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to
3zr incu
r any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has
326 been
given, in accordance with HUDIFHA or VA requirements, a written statement issued by the Federal
327 Hou
sing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the
328
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perryy. The purchaser (Buyer) should satisfy himselflherselflthemselves that the price and condition of the
perry are acceptable.
6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the
purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to
complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the
reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer)
shall, however, have the privilege and option of proceeding with the consummation of this Contract without
regard to the amount of the reasonable value established by the Department of Veterans Affairs.
6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements,
ovals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to
344 t
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350 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be
35r timely paid by ❑ Buyer ❑ Seller. The cost of the Appraisal may include any and all fees paid to the
352 appraiser, appraisal management company, lenders agent or all three.
353
354 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more
355 Common Interest Communities and subject to one or more declarations (Association).
3%
357 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A
358 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY.
35p THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'
36, ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND
361 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND
362 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY,
363 INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES
364 NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY
36c AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND
366 REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE
3677 PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF
369 THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY
370 WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL
37.r 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
376 authorizes the Association to provide the Association Documents to Buyer, at Sellers expense. Seller's
377 obligation to provide the Association Documents is fulfilled upon Buyers receipt of the Association
378 Documents, regardless of who provides such documents.
373
380 7.3. Association Documents. Association documents (Association Documents) consist of the
3$t 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
3e4 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
3s6 managers' meetings; such minutes include those provided under the most current annual disclosure required
387 under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the
388
ass minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent
390 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
392 Disclosure, including, but not limited to, property, general liability, association director and officer professional
383 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
396 assessments as disclosed in the Association's last Annual Disclosure;
337
398 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
401 Disclosure, (3) the results of the Association's most recent available 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
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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" under411
§
412 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or
413 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.
416 Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination
4 15 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 received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does
423
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, Buyers 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,
4za 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
433 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the
43 title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record
435 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's 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 owner's title insurance policy at Buyer's expense. On or before Record
441 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title
442 Commitment), in an amount equal to the Purchase Price.
443
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 Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or
447 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
451 paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other n1a.
452 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
456 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
460 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in
4631 the Title Commitment furnished to Buyer (collectively, Title Documents).
462 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline,
46 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of
465 the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the
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46T documents required in this Section will be at the expense of the party or parties obligated to pay for the
468 owner's title insurance policy.
469 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title
470 covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title
471 Deadline.
472 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment
473 and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before
474 Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of
475 Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in
476 Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not
477
478 received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title
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
4&1 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
485- Object to Title, Resolution), If Seller has fulfilled all Seller's obligations, if 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
4137 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.
490 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true
431 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all
432 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
SaoOff -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of
Sal Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives
503 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title
504 objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If
54 ; Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline
Sm 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.
508 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL
409 OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES
510 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS
51z MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING
513 OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A
514 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
516 LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF
5t7 TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD
518 OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY
519 ASSESSOR.
52D 8.6. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property listing any
5.21 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
523 unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may terminate, on or before Record Title
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525 Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyers
526 option, has the Right to Terminate under § 24.1. by Buyers Notice to Terminate received by Seller on or
527 before ten days after Buyers receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if
528 Buyers Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyers
529 Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyers 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 loans specified in p y p §4.5.3. (Loan Limitations) prohibits Buyer from paying for the
533 Tax Certificate, the Tax Certificate will be paid for by Seller.
534
535 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property
536 (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a
537 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
541 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 Purchase/Approve Deadline, this Contract will
543 then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the
544 Property on or before the Record Title Deadline.
545
546 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyers sole
547 subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), §
54a 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
550 the following options:
551 8.7.1. Title Objection, Resolution. If Seller receives Buyers 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
554 the expiration of Title Resolution Deadline, unless Seller receives Buyers written withdrawal of Buyer's
555 Notice 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
55a 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 Buyers 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
%6 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the
%7 title, ownership and use of the Property, including, without limitation, boundary lines and encroachments,
%8 set -back requirements, area, zoning, building code violations, unrecorded easements and claims of
569 easements, leases and other unrecorded agreements, water on or under the Property and various laws and
570 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
57 PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF
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
5so PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE
58t AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE
582 COUNTY CLERK AND RECORDER.
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583 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR
584 ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING,
WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES,
s PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING
� s FACILITIES.
589 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL
59p INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY,
591 INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE
59z COLORADO OIL AND GAS CONSERVATION COMMISSION.
593 8.8.5. 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.
595 8.9. Mineral Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if examination of
596 the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline.
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
s[ (New ILC); or, (2) ❑ New Survey in the form of nla; 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
603 04 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form,
605 certified and updated as of a date after the date of this Contract.
bps 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 We
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 rda will receive a New ILC or New Survey on or
611 before New ILC or New Survey Deadline.
612
613 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by
614 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
62' �
62"Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection
sea 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
625 terminated: or
626 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter
621 that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer
628 requires Seller to correct.
629
630 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received
631 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not
F32 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
634 receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on
635 or before expiration of New ILC or New Survey Resolution Deadline).
636
637
638 DISCLOSURE, INSPECTION AND DUE DILIGENCE
639
sap
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641 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND
642 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 Seiler 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.
652
653 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days
654 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer
655 acknowledges that Seller is conveying the Property to Buyer in an "As le condition, " Where Is" and " With All
656 Faults"
657 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right
658 to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and
659 Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not
6,61) limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other
66' mechanical systems of the Property,
y p rty, (2) the physical condition of the Inclusions and Leased Items, (3) service
62 to the Property (including utilities and communication services), systems and components of the Property
6
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:
667 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify
668 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
674
Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct.
673
674 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before
675 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on
676 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline
677 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.
681 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other
s582 written agreement between the parties, is responsible for payment for all inspections, tests, surveys,
83
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
6W kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold
6$7 Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any
Gas such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by
699 Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including
690 Seller'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
ssTermination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and
696 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
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Tao 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
4 to the Property that survive Closing are as follows (Leases):
06
705
10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased
707 Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information
708 pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline.
709 Buyer ❑ Will ® Will Not assume the Seller's obligations under such leases for the Leased Items (§ 2.5.7.,
710 Leased Items).
711
712 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are
713 encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the
714 evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due
15 Diligence Documents Delivery Deadline. Buyer ❑ Will ® Will Not assume the debt on the Encumbered
716 Inclusions (§ 2.5.4., Encumbered Inclusions).
717
718 10.6.1.4. Other Documents. Other documents and information:
719 i
720 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and
721 object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or
722 are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents
723 Objection Deadline:
724
725 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract
726 is terminated; or
727 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of
728 any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.
729 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection
730 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller
73. have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution
732 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller
733 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e.,
734
735 on or before expiration of Due Diligence Documents Resolution Deadline).
736 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of
737 that certain property owned by Buyer and commonly known as n1a. Buyer has the Right to Terminate under §
738 24.1. effective upon Sellers receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if
739 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seiler
Tao does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any
741 Right to Terminate under this provision.
742 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer
743
74❑ Does ® Does Not acknowledge receipt of a copy of Sellers Property Disclosure or Source of Water
745 Addendum disclosing the source of potable water for the Property ® There is No Well. Buyer ❑ Does
746 ® Does Not acknowledge receipt of a copy of the current well permit.
747 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE
748 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE
749 DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER
750 SUPPLIES.
751 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted]
752 10.10. Lead -Based Paint.
753
754 10.10.1. Lead -Based Paint Disclosure. Unless exempt, if the Property includes one or more
755 residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of
756 Buyer; Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead -Based
757 Paint Disclosure (Sales) form on or before the Lead -Based Paint Disclosure Deadline. If Buyer does not
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7% timely receive the Lead -Based Paint Disclosure, Buyer may waive the failure to timely receive the
759 Lead -Based Paint Disclosure, or Buyer may exercise Buyer's Right to Tenninate under § 24.1. by Seller's
760 receipt of Buyer's Notice to Terminate on or before the expiration of the Lead -Based Paint Termination
761 Deadline.
762
763 10.10.2. Lead -Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment
764 or inspection of the Property for the presence of Lead -Based Paint or Lead -Based Paint hazards, Buyer has
7&5 a Right to Terminate under § 24.1. by Seller's receipt of Buyer's Notice to Terminate on or before the
766 expiration of the Lead -Based Paint Termination Deadline. Buyer may elect to waive Buyer's right to
767 conduct or obtain a risk assessment or inspection of the Property for the presence of Lead -Based Paint or
768 Lead -Based Paint hazards. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer
769 accepts the condition of the Property relative to any Lead -Based Paint as satisfactory and Buyer waives any
770 Right to Terminate under this provision.
771 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater
772 or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping
774 purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has
775 an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a
776 location as required by the applicable building code.
777 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever
778 manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose
779 such fact. No disclosure is required if the Property was remediated in accordance with state standards and
780 other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer
781 has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been
782 used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller's
783 receipt of Buyer's written Notice to Terminate, notwithstanding any other provision of this Contract, based on
784 Buyer's test results that indicate the Property has been contaminated with methamphetamine, but has not
785
786 been remediated to meet the standards established by rules of the State Board of Health promulgated
787 pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test.
788
789 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted]
790
791
792 Closing Provisions
793
7s4 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.
796 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the
797 Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to
79s Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer
799 acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required
800 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any
801 additional information and documents required by Closing Company that will be necessary to complete this
802 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or
803 before Closing.
8015
4 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ElAre
80s ® Are Not executed with this Contract.
607 12.3. Closing. Delivery of deed from Seller to Buyer will beat closing (Closing). Closing will be on the
808 date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to
8D9 deliver a set of keys for the Property to Buyer. The hour and place of Closing will be as designated by Buyer
810 & Seller.
all 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent
$13 of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title
614 companies).
R15 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue
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"'k" after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to
8i7
818 Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to
.619 § 2.5.7. (Leased Items).
820
821 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract,
ar including the tender of any payment due at Closing, Seller must execute and deliver the following good and
823 sufficient deed to Buyer, at Closing: ❑ special warranty deed ® general warranty deed
824 ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed ❑ n1a deed. Seller, provided
825 another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer,
826 at Closing.
82T Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special
82s
M warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined
830 in §38-30-113(5)(a), C.R.S.
831 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts
832 owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including
833 any governmental liens for special improvements installed as of the date of Buyer's signature hereon,
834 whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the
835
83s proceeds of this transaction or from any other source.
s 378 16. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND
83. WITHHOLDING.
840 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all
841 other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan
842 specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this
843 Section, the fees will be paid for by Seller.
$44 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by
$°45 ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ Other n1a.
sat 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date,
848 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current
$49 Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows:
850 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must
851 be paid by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ NIA.
652 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ❑ Buyer ® Seller
853 ❑ One -Half by Buyer and One -Half by Seiler ❑ NIA.
854
855 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in
856 advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or
$57 working capital due at Closing must be paid by ❑ Buyer ❑ Seller
858 ❑ One -Half by Buyer and One -Half by Seller ® NIA.
859 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will
860 be paid by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ NIA.
861 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ❑ Buyer ❑ Seller
863 ❑ One -Half by Buyer and One -Half by Seller ® NIA.
86
Asa 15.6. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be
8s5 paid when due by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® NIA.
ss6 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property,
867 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at
%8 Closing by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® NIA.
869 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this
870 Contract, do not exceed $200.00 for:
871 ❑ Water Stock/Certificates ® Water District
873 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ We
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S75 and must be paid at Closing by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ NIA.
676 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to
677 Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ NIA.
878 15.9. FIRPTA and Colorado Withholding.
879
a80 16.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the
aa1 Sellers proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not
882 occur, the Buyer could be held liable for the amount of the Sellers tax, interest and penalties. If the box in
883 this Section is checked, Seller represents that Seller ❑ IS a foreign person for purposes of U.S. income
864 taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for
885 purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide
386 any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller
887 authorizes Closing Company to withhold such amount from Sellers proceeds. Seller should inquire with
6W Sellers tax advisor to determine if withholding applies or if an exemption exists.
889 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of
0
891 the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if
S92 not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any
893 reasonably requested documents to verify Sellers status. If withholding is required, Seller authorizes Closing
a94 Company to withhold such amount from Sellers proceeds. Seller should inquire with Sellers tax advisor to
ass determine if withholding applies or if an exemption exists.
ass
897 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.
898 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided:
899
900 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and
goy general real estate taxes for the year of Closing, based on
go,, ❑ Taxes for the Calendar Year Immediately Preceding Closing
903 ® Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying
904 seniors property tax exemption, qualifying disabled veteran exemption or ❑ Other
9o5
906 16.1.2. Rents. Rents based on ® Rents Actually Received ❑ Accrued. At Closing, Seller will
907 transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after
908 lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address.
909
910 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and
91.1 tip
912 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations
913 are final.
914 16.2. Association Assessments. Current regular Association assessments and dues (Association
91 C Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular
916 Association Assessments for deferred maintenance by the Association will not be credited to Seller except as
917 may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated
919 to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment
920 assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer ® Seller. Except
921 however, any special assessment by the Association for improvements that have been installed as of the
922 date of Buyers signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller
923 unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special
924 assessments against the Property except the current regular assessments and
925 WA
926 Association Assessments are subject to change as provided in the Governing Documents.
929 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession
92
930 Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any
93 • Post -Closing Occupancy Agreement.
932 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction
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933 and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $
934 300.00 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession
936 Time until possession is delivered.
937 Buyer represents that Buyer will occupy the Property as Buyers principal residence unless the following
938 box is checked, then Buyer ❑ Does Not represent that Buyer will occupy the Property as Buyer's principal
939 residence.
940 ❑ If the box is checked, Buyer and Seller agree to execute a Post -Closing Occupancy Agreement.
941
942 General Provisions
943
944
34' 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION;
9466 AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will
947 be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted.
949 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other
g50 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the
gg, total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be
952 paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to
953 repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before
954 Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum.
955 Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at
956 Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from
957 damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance
59 policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance
9
99 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,
962 if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written
963 agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Sellers
9s4 sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total
965 Purchase Price, pius the amount of any deductible that applies to the insurance claim.
966 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and
967 communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or
958 plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is
969 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar
970 size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of
971 such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds
973 received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not
974 repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to
g75 Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at
976 Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase
977 Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive
978 Closing.
979 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending
98D condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly
961 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or
99882 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should
984 Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions,
98, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in
9W the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or
987 exceed the Purchase Price.
9W 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to
939 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions
996 complies with this Contract.
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18.5. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty
992 programs that may be purchased and may cover the repair or replacement of such Inclusions.
994
995, 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller
996 acknowledge that their respective broker has advised that this Contract has important legal consequences
997 and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel
9ss before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with
999 their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and
1000 (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be
1001 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits,
1002 including deadlines, that must be complied with.
103
1004
1no� 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines
1006 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due,
IDOT including Eamest Money, is not paid, honored or tendered when due, or if any obligation is not performed
1008 timely as provided in this Contract or waived, the non -defaulting party has the following remedies:
1009 20.1. If Buyer Is in Default:
1010 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money
loll (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest
1012
1013 Money is not a penalty, and the Parties agree the amount is fair and reasonable. Seller may recover such
1014 additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full
1015 force and effect and Seller has the right to specific performance or damages, or both.
1016 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in G 20.1.1. Is
1017 checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to
1015 Seller and retained by Seller. It is agreed that the Eamest Money amount specified in § 4.1. is LIQUIDATED
1019 DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided
1020 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations
1021 of this Contract. Seller expressly waives the remedies of specific performance and additional damages.
1022
1023 20.2. If Seller is in Default:
1024 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as
io2s canceled, in which case all Eamest Money received hereunder will be returned to Buyer and Buyer may
1026 recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for
1027 failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this
1028 Contract as being in full force and effect and Buyer has the right to specific performance or damages, or
1029 both.
103D1 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under
103this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller,
1033 failure to perform any replacements or repairs required under this Contract or failure to timely disclose any
1 n34 known adverse material facts, Seller remains liable for any such failures to perform under this Contract after
1035 Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and
1036 survive Closing.
1037
1038 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event
1039 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court
1040 must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and
1041 expenses.
1042
1043
1044 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not
1045 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the
i046 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators
1047 cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must
1048 agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share
1049
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toso equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the
1o5i entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by
1052 one party to the other at that party's last known address (physical or electronic as provided in § 26). Nothing
1053 in this Section prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property,
1054 before or after the date of written notice requesting mediation. This Section will not alter any date in this
1055 Contract, unless otherwise agreed.
W56
1057
1058 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must
1059 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller.
1060 In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to
1061 release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1)
1062 wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a
1063 court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable
1064 attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless
t065 Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller)
1066 containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money
t067 Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In
1068 the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the
1069 1a a time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the
1071 Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or
1072 termination of this Contract.
1073
1074 24. TERMINATION.
1075 24.1. Right to Terminate. 1f a party has a right to terminate, as provided in this Contract (Right to
1076 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to
1077 Terminate), provided such written notice was received on or before the applicable deadline specified in this
1078 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the
1079 Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right
l�R to Terminate under such provision.
1082 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received
1083 hereunder is timely returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4.
1o84 and 21.
1085
loss 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and
1087 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any
lowprior agreements pertaining thereto, whether oral or written, have been merged and integrated into this
108oContract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or
1091 enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by
1092 its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor
1093 to a party receives the predecessor's benefits and obligations of this Contract.
1094
1095 26. NOTICE, DELIVERY AND CHOICE OF LAW.
1098 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing,
1097 except as provided in § 26.2. and is effective when physically received by such party, any individual named in
1 a98 this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working
t099 with such party (except any notice or delivery after Closing must be received by the party, not Broker or
1100
1101 Brokerage Firm).
1102 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in
1103 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for
11 o4 such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after
1105 Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the
1106 electronic address of the recipient by facsimile, email or internet/electronic signatures..
1107
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1108 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email
1109 at the email address of the recipient, (2) a link or access to a website or server provided the recipient
1110 receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax
1111 No.) of the recipient.
1112
1113 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed
1114 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign
1115 a contract in Colorado for real property located in Colorado.
1116
1117 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing,
1118 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such
1119 acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. if
1120 accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be
1121 executed b a
z Y each party, separately and when each party has executed a copy thereof, such copies taken
112
1123together are deemed to be a full and complete contract between the parties.
1124
1125 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith
1126 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing
1127 Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey;
1128 and Property Disclosure, Inspection, Indemnity, Insurability Due Diligence and Source of Water.
1129
1130
1131 ADDITIONAL PROVISIONS AND ATTACHMENTS
1132
1133
1134 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the
1135 Colorado Real Estate Commission.)
1136 1.. mils Qntract to 13wy_ and Sell Reai Fstate is conditioned and contingent upon the flail
1137 Town Council orantina authorization to proceed with the Purchase of the Proverty described
1138 in Section t subject to the terms of the Contract. Authorization to proceed shall be by
1139 eideration of a Vail Town Council Resofutton on Avaust 15. 20?1
1140
1141 2. 15.4. Local Transfer Tax: The buver,_The Town_ of Vail rees_ to foroo_ the 1 %Town of Vail
1142 �_- _ - - -
1143 Transfer Tex-Qnsale of gift ampuM Both 8uME and Seffer slarafl have no obUgofta
1144 ILRE e f % Town vf.WL T s#er. Tax at the time of closing.
1145
1146 , This contract maybe assignable to tlre" flail local Housing Autbadtlr."
1147
1148 4. Seller agrees to_haveunits A & B arofessionaliv_ cleanedprior to closing.
114s -- -
1150 5. THE C I ADO DEPARTMENT OF PUBLIC HEA W AND ENVIRONMENT STRONGLY
1151 -
1152 RECOMMENDS THAT ALL HOME BUYERS HAVE AN INDOOR RADON TEST PERFORMED
1153 BEFORE PURCHASING RESIDENTIAL REAL PROPERTY AND RECOMMENDS HAVING THE
1154 RADON LEVELS MITIGATED IF ELEVATED RADON CONCENTRATIONS ARE FOUND.
1155 ELEVATED RADON CONC&TRATIONS CAN BE REDUCED BY A RADON MITIGATION
11% PROFESSIONAL.
1157
1158
1159 RESIDENTIAL REAL PROPERTY MAY PRESENT EXPOSURE TO DANGEROUS L .EYEL OF
1160 1NDOORRADON GAS THATMAY PLACE THE O CC UPANT A T RISK OF DEVELOPING
1161 RADON -INDUCED LUNG CANCER. RADON,AA CLASS A HUMAN CARCINOGEN. IS THE
1162 LEADING OUSE OF_LUNG_.CANCER_IN NONSMff=AND THE SECOND LEADING CAT
1163 OF LUNG_CANER OVERALL. THE SELLER OF RESIDENTIAL REAL PROPERTY IS
-C -
1164 REQUIRED TO PROVIDE THE BEiYER WITH ANY KNOWN INFORMATION ON THE RADON
1155 -ert� - eti --t- - -
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. kr
1167
1168
1169
1170
1171 30. OTHER DOCUMENTS.
1172 30.1. Documents Part of Contract. The following documents are a part of this Contract:
1173 30.1.1. Post -Closing Occupancy Agreement. If the Post -Closing Occupancy Agreement box is
1174
1175 checked in § 17 the Post -Closing Occupancy Agreement is a part of this Contract.
1176 WN
1177
1178
1179
1180
1181 30.2. Documents Not Part of Contract. The following documents have been provided but are not a
1is2 part of this Contract:
1183 We
1184
1185
11W
1187
1188
1189
1190 Signatures
1191
1192
1193
1194
4195 Aafsfell I fAIv~t ramr /ffffre
1196 Date: 811112023
1197 Buyer: Town of Vail
1198 By: Russell Forrest, Town Manager
1199
12DO
12D1
1212 (NOTE: If this offer Is being countered or rejected, do not sign this document.]
120
1204
1205
1206 1207 811012023
Date:
1208 Seiler: Dennis L. Heinz
1209 Address:P.O Box 26 Edwards CO 81632
1210
;211 Phone: Fax:
1212 Email Address: dennisheinztgmail.com
1213
121E
1215
1216
1217 Dwi
I , D�I�i
1218 Date: 811 LV2023
1219 Seller: Shari P. Rubin
1220
122r Address:
1222 Phone: Fax:
1223 Email Address:
4 - - -
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1225
1226
1227
1228
1m END OF CONTRACT TO BUY AND SELL REAL ESTATE
1230
1231
1232
1233
1734 BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
1235
1236 A. Broker Working With Buyer
1237
1238 Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if
1239 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not
1240 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest
124'1
1242 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of
1243 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written
1244 mutual instructions, provided the Earnest Money check has cleared.
1245
1246 Broker is working with Buyer as a ❑ Buyer's Agent ® Transaction -Broker in this transaction.
1247
1248 ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship
1249 with Seller.
1250
1251 Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ® Buyer
1252 ❑ Other Town of Vail.
1253
1254
1255 This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does
1256 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be
1257 entered into separately and apart from this provision.
1258
1259 Brokerage Firm's Name: Berkshire Hathaway HomeServices Colorado Properties
1250
261 Brokerage Firm's License M EC 28210
1262
1263
1264
1265 Date: 8/8/2023
1266
1267 Broker's Name: Danean Boukather
1268
1288 Broker's License #: FA100000608
1270 Address: 511 E Lionshead Cir Vail, CO 81657
1271
1272 Ph:970-476-2482 Fax: 970-476-6499 Email Address: danean@bhhsvaii.net
1273
1274
1275
1276
1277 B. Broker Working with Seller
1278
1279 Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if
1280 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not
1281
already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest
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1283 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of
126 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written
1285 mutual instructions, provided the Earnest Money check has cleared.
12"
1287
1287 Broker is working with Seller as a ElSeller's Agent El Transaction -Broker in this transaction.
1289
1290 ❑ Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship
1291 with Buyer.
1292
1293 Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other.
1294
1295 This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does
1296 NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be
IF$ entered into separately and apart from this provision.
1299
1300 Brokerage Firm's Name:
1301 Brokerage Firm's License #:
1302
1303
1304
1305
1306 Broker's Signature Date:
1307
t308 Broker's License #:
1309 Address: ,
1310
1311 Ph: Fax: Email Address:
1312
1313
1314
1315
1316 CBS1-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL)
1317
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