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HomeMy WebLinkAbout2023-37 A Resolution Approving the Purchase of Residential PropertyRESOLUTION NO.37 SERIES OF 2023 A RESOLUTION APPROVING THE PURCHASE OF RESIDENTIAL PROPERTY WHEREAS, ("Owner") is the owner of certain residential property located in Vail, Colorado (the °Property"); and WHEREAS, the Town wishes to purchase the Property from Owner, and Owner wishes to sell the Property to the Town, pursuant to the terms of the Contract to Buy and Sell Real Estate, attached hereto as Exhibit A and incorporated herein by this reference (the "Contract"). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Contract in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney, authorizes the appropriation of the funds necessary to complete the purchase of the Property and authorizes the Town Manager to execute the Contract on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 3rd day of O tober, 2023. ATTEST: Kimberly Lang aid, yor Stephanie Bibbens, Town Clerk I Hs Berkshire Hathaway Homeservices Colorado Properties 2 Danean Boukather 3 BERKSHIREHAIHAWAY Ph:970-476-2482 HomeSeniees Fax: 970-476-6499 4 Colorado Properues 5 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real 6 Estate Commission. (CBS1-6-23) (Available 8-23, Mandatory 1-24) 7 8 9 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND 10 TAX OR OTHER COUNSEL BEFORE SIGNING. 11 CONTRACT TO BUY AND SELL REAL ESTATE 12 13 (RESIDENTIAL) 14 15 Date: 912812023 16 17 AGREEMENT 18 19 20 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms 21 and conditions set forth in this contract (Contract). 22 23 2. PARTIES AND PROPERTY. 25 2.1. Buyer. Town of Vail (Buyer) will take title to the Property described below as ❑ Joint Tenants 2s ❑ Tenants In Common ® Other TBD. 27 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in 28 Additional Provisions, 29 2.3. Seller. Adam. D Tonkin and Alyson. L. Tonkin (Seller) is the current owner of the Property 30 described below. 32 2.4. Property. The Property is the following legally described real estate in the County of 3; eagle, Colorado (insert legal description): 31 BLDG A Subdivision: BUFFER CREEK CONDO Unit: 10 3fi known as: 1860 Meadow Rid a Rd A10 Vail, CO 81657 37 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 38 thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded 39 (Property). 40 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 41 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the 43 following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and 4e air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting 45 blocksracks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 46 and controls, built-in vacuum systems (including accessories) and garage door openers (including L& remote 47 controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels 46 ❑ Water Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items 49 should be listed under § 2.5.7. (Leased Items). If any additional items are attached to the Property after the 50 date of this Contract, such additional items are also included in the Purchase Price. 51 e 2.5.2. Inclusions — Not Attached. If on the Property, rty, whether attached or not, on the date of this Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, 5n window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery 54 5E rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide 5E alarms, smoke/fire detectors and all keys. 57 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 of 23 10/2/2023 8:47:04 AM CTMeContracts.com - 02023 CTM Software Corp 58 included in the Purchase Price: 59 Refrrcaerator. stove, microwave, dishwasher: washerl-fter 60 ® 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 63 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must 84 be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate 65 taxes for the year of Closing), liens and encumbrances, except: M IYA 67 2.5.6. Personal Property Conveyance. Conveyance of all personal property will be by bill of Ss sale or other applicable legal instrument. 69 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: Al 7° migned j2arking sj2aces: and the use or ownership of the following storage facilities: r2 Those on record 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 76 transferred to Buyer at Closing (Leased Items): 77 n/a 78 — 79 2.6. Exclusions. The following items are excluded (Exclusions): 80 n/a 81 2.7. Water Rights/Well Rights. 82 ❑ 2.7.1. Deeded Water Rights. The following I egally described water rights: 83 nla 84 Any deeded water rights will be conveyed by a good and sufficient rrfa deed at Closing. 84 86 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 87 2.7.1., 2.7.3. and 2.7.4., wil I be transferred to Buyer at Closing: 88 nla 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" B ° 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 s3 the Department of Natural Resources (Division), Buyer must complete a registration of existing wel I form for 95 the well and pay the cost of registration. If no person will be providing a closing service in connection with the 96 transaction, Buyer must file the form wdh the Division within sixty days after Closing. The Well Permit # is 97 n, 98 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as 99 follows: 100 nfa 101 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights 102 Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such 103 104 rights to Buyer by executing the applicable legal instrument at Closing. 105 2.7.6. Water Rights Review. Buyer ❑ Does ® Does Not have a Right to Terminate if 106 examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination 107 Deadline. 108 10s 3. DATES, DEADLINES AND APPLICABILITY. 10 3.1. Dates and Deadlines. lli ;1a Item No. Reference Event Date or Deadline 113 1 § 3 Time of Day Deadline 114 115 2 § 4 Alternative Earnest Money Deadline 5 Day's after MEC CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Resf dential Page 2 of 23 10/2/2023 8:47:04 AM CTMeContracts.com - -�12023 CTM Sofhvare Corp. rin 17 Title 118 3 § 8 Record Title Deadline (and Tax Certificate) 101612023 Friday 119 120 4 § 8 Record Title Objection Deadline 1011312023 Friday 121 5 § 8 Off -Record Title Deadline 101612023 Friday 122 6 § 8 Off -Record Title Objection Deadline 10/13/2023 Friday 123 124 7 § 8 Title Resolution Deadline 1012012023 Friday 125 8 § 8 Third Party Right to Purchase/Approve Deadline 10/30/2023 Monday 126 127 Owners' Association 128 9 § 7 Association Documents Deadline 101612023 Friday 129 .130 10 § 7 Association Documents Termination Deadline 1011012023 Tuesday '131 Seller's Disclosures •132 133 11 § 10 Seller's Property Disclosure Deadline 10/6/2023 Friday 134 12 § 10 Lead -Based Paint Disclosure Deadline 101612023 Friday 135 136 Loan and Credit 137 13 § 5 New Loan Application Deadline 138 14 § 5 New Loan Terms Deadline 139 14D 15 § 5 New Loan Availability Deadline 141 16 § 5 Buyer's Credit Information Deadline 142 17 § 5 Disapproval of Buyer's Credit Information Deadline 143 144 18 § 5 Existing Loan Deadline 145 19 § 5 Existing Loan Termination Deadline 146 147 20 § 5 Loan Transfer Approval Deadline 148 21 § 4 Seller or Private Financing Deadline 149 Appraisal 150 151 22 § 6 Appraisal Deadline 152 23 § 6 Appraisal Objection Deadline 153 154 24 § 6 Appraisal Resolution Deadline 155 Survey 156 25 § 9 New ILC or New Survey Deadline 15; — 158 26 § 9 New ILC or New Survey Objection Deadline 159 27 § 9 New ILC or New Survey Resolution Deadline 160 161 — — - Inspection and Due diligence 162 28 § 2 Water Rights Examination Deadline 163 29 § 8 Mineral Rights Examination Deadline 164 165 30 § 10 Inspection Termination Deadline 166 31 § 10 Inspection Objection Deadline 167 168 32 § 10 Inspection Resolution Deadline 169 33 § 10 Property Insurance Termination Deadline 1011312023 Friday 170 171 ITI 34 § 10 Due Diligence Documents Delivery Deadline 10/6/2023 Friday 172 35 § 10 Due Diligence Documents Objection Deadline 1011312023 Friday 173 36 § 10 Due Diligence Documents Resolution Deadline i 1012012023 Friday CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 3 of 23 10/2/2023 8:47:04 AM CTMeContracts.com - r:-2023 CTM Software Corp. J 175 37 § 10 Conditional Sale Deadline 176 38 § 10 Lead -Based Paint Termination Deadline 177 178 Closing and Possession 179 39 § 12 Closing Date 10/31/2023 Tuesday 1- � 40 § 17 Possession Date 10/31/2023 Tuesday t I 41 § 17 Possession Time Delivery of deed t t I 42 § 27 Acceptance Deadline Date 9/29/2023 Friday 43 § 27 Acceptance Deadllne Time 5:00 PM(MS7) 1 ` 44 n1a n1a n1a t�. 198 45 n1a n1a n1a 169 i90 Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT 91 apply to FHA insured or VA guaranteed loans. 193 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or 194 completed with "N/A", or the word "Deleted," such deadline is not applicable and the corresponding provision 195 containing the deadline is deleted. Any box checked in this Contract means the corresponding provision 196 applies. If no box is checked in a provision that contains a selection of "None", such provision means that 197 "None" applies. 198 t99 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have 200 signed this Contract. The abbreviation "N/A" as used in this Contract means not applicable. 201 3.3. Day; Computation of Period of Days; Deadlines. 202 203 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., 204 United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of 205 Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, 2% Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day 20? specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank 208 or "N/A" the deadlines will expire at 11:59 p.m., United States Mountain Time. 209 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after 210 MEC), when the ending date is not specified, the first day is excluded and the last day is included. 211 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday 212 213 (Holiday), such deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or 214 Holiday. Should neither box be checked, the deadline will not be extended. 215 216 4. PURCHASE PRICE AND TERMS. 211 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 218 follows: 219 220 Item No. Reference Item Amount Amount 221 1 § 4.1. Purchase Price $ 775,000.00 222 223 2 § 4.3. Earnest Money $ 25,000.00 224 3 § 4.5. New Loan $ 225 4 § 4.6. Assumption Balance $ 226 227 5 § 4.7. Private Financing $ 228 6 § 4.7. Seller Financing $ 229 230 7 n1a n1a $ 231 8 n1a n1a $ 232 CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 4 of 23 10/2/2023 8:47:04 AM CTMeContracts com - -P2023 CTM Software Corp 233 9 § 4.4. Cash at Closing $ 750,000.00 234 235 10 Total $ 775,000.00 1 $ 775,000.00 23f 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ !/a (Seller Concession). The Seller 23" Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed 21, by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of 23, allowable items to be paid for by the Seller Concession include, but are not limited to: Buyers closing costs, 24r 24 loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or 24 expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere 2C: in this Contract. 24� 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a 4Vfre Transfer, 24� will be payable to and held by Land Title Guarantee (Earnest Money Holder), in its trust account, on 24� behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract 24 unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties 244', authorize delivery of the Earnest Moneydeposit to the company conductingthe Closing (Closing Company), 24, 25' if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest 25 Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 2a residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money 253 deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 254 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if 25' other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 256 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, 257 Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as 258 set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not 259 already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer 260 261 or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 262 days of Sellers receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 263 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an 2s4 Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, 26E written mutual instructions (e.g., Earnest Money Release form), within three days of Buyers receipt. 2& 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute 26 and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and 26' liable to Buyer as set forth in "If Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the 26 Earnest Money due to a Buyer default. 27 27 ' 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute 272 and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and 273 liable to Seller as set forth in "If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest 274 Money due to a Seller Default. 27- 4.4. Form of Funds; Time of Payment; Available Funds. 276 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, 277 Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including 27 electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 2T 29. 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be 28 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by 2& Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 283 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ® Does 28' ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 28 stated as Cash at Closing in § 4.1. 28c 4.5. New Loan. (Omitted as inapplicable) 287 288 4.6. Assumption. (Omitted as inapplicable) 289 4.7. Seller or Private Financing. (Omitted as inapplicable) ^1nM1 CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 5 of 23 10/2/2023 8:47:04 AM CTMeContracts.com - 02023 CTM Software Corp 292 TRANSACTION PROVISIONS 293 2�ss 6. FINANCING CONDITIONS AND OBLIGATIONS. 296 (Omitted as inapplicable) 291, 6.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is 298 conditional (for the sole benefit of Seller) upon Seller's approval of Buyer's financial ability and 299 creditworthiness, which approval will be in Seller's sole subjective discretion. Accordingly: (1) Buyer must 300 supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information and documents 301 (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer 302 consents that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information 303 and documents received by Seller must be held by Seller in confidence and not released to others except to 304 30. protect Seller's interest in this transaction. If the Cash at Closing is less than as set forth in § 4.1. of this 306 Contract, Seller has the Right to Terminate under § 24.1., on or before Closing. If Seller disapproves of 307. Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to 308 Terminate under § 24.1., on or before Disapproval of Buyer's Credit Information Deadline. 309 6.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver 310 copies of the loan documents (including note, deed of trust and any modifications) to Buyer by Existing Loan 311 Deadline. For the sole benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the 312 provisions of such loan documents. Buyer has the Right to Terminate under § 24.1., on or before Existing 313 Loan Termination Deadline, based on any unsatisfactory provision of such loan documents, in Buyer's sole 314 subjective discretion. If the lender's approval of a transfer of the Property is required, this Contract is 316 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth 317 in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline, this Contract will 313 terminate on such deadline. Seller has the Right to Terminate under § 24.1., on or before Closing„ in Seller's 319 sole subjective discretion, if Seller is to be released from liability under such existing loan and Buyer does not 320 obtain such compliance as set forth in § 4.6. 321 322 6. APPRAISAL PROVISIONS. 323 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified 324 appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs 325 326 necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 328 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective 329 loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 330 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is 331 less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 332 Buyer may, on or before Appraisal Objection Deadline: 333 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 334 335 is terminated; or 336 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a 337 copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the 338 Purchase Price (Lender Verification). 339 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before 340 Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 341 or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 342 Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such 343 termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 344 345 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 346 purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to 347 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has 348 been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal °W CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 6 of 23 10/2/2023 8:47:04 AM CTMeContracts.com-.1-2023 CTM Software Corp 350 Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the 351 appraised value of the Property of not less than $rr/a. The purchaser (Buyer) shall have the privilege and 352 option of proceeding with the consummation of this Contract without regard to the amount of the appraised 353 valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of 354 Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the 355 Property. The purchaser (Buyer) should satisfy himself/herseif/themselves that the price and condition of the 356 Property are acceptable. 357 358 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the 359 purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to 360 complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the 361 reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) 362 shall, however, have the privilege and option of proceeding with the consummation of this Contract without 363 regard to the amount of the reasonable value established by the Department of Veterans Affairs. 364 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, W, removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to W6 the Property e. roof repair, repainting), beyond those matters already agreed to b Seller in this Contract, 3a;7 p rtY ( 9�. p p 9). Y Y 9 Y 367 this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property 368 Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 69 370 the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 371 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 372 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 373 timely paid by ❑ Buyer ❑ Seller. The cost of the Appraisal may include any and all fees paid to the 374 appraiser, appraisal management company, lender's agent or all three. 375 376 7. OWNERS' ASSOCIATIONS. This Section is applicable it the Property is located within one or more 378 Common Interest Communities and subject to one or more declarations (Association). 379 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 380 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 381 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 382 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 383 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND 384 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, 385 INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES 386 NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY 387 AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND ass REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF 39 THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY 392 WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 393 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ 394 THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 395 THE ASSOCIATION. 396 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 397 Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller 390 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 39S obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association 40,L, Documents, regardless of who provides such documents. 401 402 7.3. Association Documents. Association documents (Association Documents) consist of the 403 following: 404 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, 405 operating agreements, rules and regulations, party wall agreements and the Association's responsible 406 governance policies adopted under § 38-33.3-209.5, C.R.S.; CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 7 of 23 10/2/2023 8:47:04 AM CTMeContracts.com - ®2023 CTM Software Corp 408 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or 409 managers' meetings; such minutes include those provided under the most current annual disclosure required 410 under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the 411 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 412 minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 413 414 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 415 Disclosure, including, but not limited to, property, general liability, association director and officer professional 416 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 417 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 418 7.3.4. A list by unit type of the Association's assessments, including both regular and special 09 assessments as disclosed in the Association's last Annual Disclosure; 42D 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's a21 � operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, 42 422 including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual 424 Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list of the 425 fees and charges (regardless of name or title of such fees or charges) that the Association's community 426 association manager or Association will charge in connection with the Closing including, but not limited to, 427 any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 428 update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record 429 Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 430 or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3.5., collectively, Financial 431 Documents); 432 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 493 434 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or 435 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's 436 obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; 437 Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or 438 limited common elements of the Association property. 439 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 440 Buyer has the Right to Terminate under § 24.1 „ on or before Association Documents Termination 441 Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole 442 subjective discretion. Should Buyer receive the Association Documents after Association Documents 443 Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate 4 received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does 44 445 not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be 447 received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before 448 Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions 449 of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, 45o notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 451 452 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 453 8.1. Evidence of Record Title. 454 455 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 4% title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 457 Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title 458 Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 459 certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 460 soon as practicable at or after Closing. 461 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 462 title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 46 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title 464 Commitment), in an amount equal to the Purchase Price. CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 8 of 23 10/2C2023 8:47:04 AM CTMeContracts com - -1' 2023 CTM Software Corp sT If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 467 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ElWill ® Will Not contain 465$ Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or 47C insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) 47 - survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 47z of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and 473 unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be 47A paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other nla. 4V,Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 47E delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may 477 require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 471; 471; Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, 4&[ Resolution). 481 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, 4st declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other 4K documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 481 the Title Commitment furnished to Buyer (collectively, Title Documents). 48`, 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 41M copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 40` the cleric and recorder in the county where the Property is located. The cost of furnishing copies of the 48f 481 documents required in this Section will be at the expense of the party or parties obligated to pay for the 49c: owner's title insurance policy. 49 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 49, covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title 49 Deadline. 492 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment ;9L and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 49T8 Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in 49Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not 500 received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 5D1 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 5U2 Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 503 documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, 504 (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the 505 Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this 506 § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to 50, Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all 10s documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to ,oa Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition all of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 512 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true 513 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all 5:14 easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or 515 other title matters not shown by public records, of which Seller has actual knowledge (Off -Record Matters). 516 This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has 517 the right to inspect the Property to investigate if any third party has any right in the Property not shown by 518 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to 519 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed 5 by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title), in Buyer's sole 521 subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an 523 Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives CBSI-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 9 of 23 10/22023 8:47:04 AM CTMeContracts.com - V.-2023 CTM Software Corp 525 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title 525 objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If 527 Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline 528 specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not 52g shown by public records of which Buyer has actual knowledge. 530 8.4. Special Taxing and Metropolitan Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT 531 TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM 532 ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS 534 IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO 535 SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE 535 INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN 537 INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN 538 WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING 539 THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER 540 INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND `4'l RECORDER, OR THE COUNTY ASSESSOR. The official website for the Metropolitan District, if any, is: 542 n/a. 543 544 8.5. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property listing any 545 special taxing or metropolitan districts that affect the Property (Tax Certificate) must be delivered to Buyer on J46 or before Record Title Deadline. If the content of the Tax Certificate is unsatisfactory to Buyer, in Buyer's 547 sole subjective discretion, Buyer may terminate, on or before Record Title Objection Deadline. Should 548 Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer's option, has the Right to 549 Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's 550 receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate 551 would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must 552 be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to Terminate within such 553 time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to 554 Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from 555 paying for the Tax Certificate, the Tax Certificate will be paid for by Seller. 557 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property 558 (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a 559 third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly 550 submit this Contract according to the terms and conditions of such right. If the third -party holder of such right 561 exercises its right this Contract will terminate. If the third party's right to purchase is waived explicitly or 562 expires, or the Contract is approved. this Contract will remain in full force and effect. Seller must promptly 563 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this 564 Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will 585 then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the 567 Property on or before the Record Title Deadline. 568 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole S89 subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § 570 8.3. (Off -Record Title), § 8.5. (Tax Certificate) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to 571 object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the 572 following options: 573 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title 574 matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not 57' agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 5776 the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's 577 Notice of Title Objection (I.e., Buyer's written notice to waive objection to such items and waives the Right to 578 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 580 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. 58, (Off -Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or 582 fifteen days after Buyer's receipt of the applicable documents; or CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 10 of 23 10/2/2023 8:47:04 AM CTMeContracts corn C-2023 CTM Sofhvare Corp 583 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 580 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole 585 subjective discretion. 5W B.S. Title Advisory. The Title Documents affect the title, ownership and use of the Property and 597 sai>3 should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the say title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, 590 set -back requirements, area, zoning, building code violations, unrecorded easements and claims of 591 easements, leases and other unrecorded agreements, water on or under the Property and various laws and 592 governmental regulations concerning land use, development and environmental matters. 593 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 594 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND 595 TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE 596 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, 5998 GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE 58 PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF 600 THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 6p1 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE 6o2 PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE soy AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE 604 COUNTY CLERK AND RECORDER. soy 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR 6" ADJACENT TO THE PROPERTY MAY INCLUDE, BUT 1S NOT LIMITED TO, SURVEYING, DRILLING, fi0' WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, UK PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING 6Qt 61 C FACILITIES. 611 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 61, INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 61: INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE 611 COLORADO OIL AND GAS CONSERVATION COMMISSION. sty 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be 616 excepted, excluded from, or not covered by the owner's title insurance policy. 51i 61; 8.9. Mineral Rights Review. Buyer ElDoes ® Does Not have a Right to Terminate if examination of 614 the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 62( u. 9. NEW ILC, NEW SURVEY. 622 9.1. New ILC or New Survey. If the box is checked, (1) ❑ New Improvement Location Certificate 623 (New ILC); or, (2) ❑ New Survey in the form of rrla; is required and the following will apply: 62. 62, 9.1.1. Ordering of New ILC or New Survey. ElSeller ❑ Buyer will order the New ILC or New 621 Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, 62 certified and updated as of a date after the date of this Contract. 62; 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on 62' or before Closing, by: ❑ Seller ❑ Buyer or: 61 n1a 631 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or s32the provider of the opinion of title if an Abstract of Title) and n!a will receive a New ILC or New Survey on or 634 before New ILC or New Survey Deadline. 635 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by ram the surveyor to all those who are to receive the New ILC or New Survey. 63 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 6s New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller 63 or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective 64' discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. CBSI-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page I i of 23 10/2/2023 8:47:04 AM CTMeContracts.com - x,-2023 CTM Software Corp 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New 642 ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to 643 644 Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection 645 Deadline, notwithstanding § 8.3. or § 13: 646 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is 647 terminated; or 648 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter 649 that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer 650 requires Seller to correct. 651 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received 652 653 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not 654 agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this 655 Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller 6% receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on 657 or before expiration of New ILC or New Survey Resolution Deadline). 658 659 660 DISCLOSURE, INSPECTION AND DUE DILIGENCE 661 663 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND 664 SOURCE OF WATER. 665 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller 666 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's 667 Seller's Property Disclosure form completed by Seller to Sellers actual knowledge and current as of the date 668 of this Contract. 669 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller 670 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. 671 Seiler agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an 67-< 673 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. 674 Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 675 after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer 676 acknowledges that Seller is conveying the Property to Buyer in an "As Is" condition, " Where W and " With All 677 Faults" 678 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 679 to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and 680 Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not ssl limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 682 mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service s83 W to the Property (including utilities and communication services), systems and components of the Property 684 685 (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or 686 (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the 6E7 Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 688 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify 689 Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, 690 provided the Buyer did not previously deliver an Inspection Objection. Buyer's Right to Terminate under this 691 provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 692 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 69-� 694 Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 695 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 696 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 697 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on CBSl-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 12 of 23 10/2/2023 8:47:04 AM CTMeContracts.com - KL2023 CTM Software Corp 700 or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and 7o-i the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 702 executing an Earnest Money Release. 703 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 704 written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 705 engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that 707 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 70kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 70s Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 710 such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 71, Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 712 Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 713 termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection 714 Resolution. 715 10.6. insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance 71B Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and 717 premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. 71 P) 719 10.6. Due Diligence. 720 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents 72l and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or 722 before Due Diligence Documents Delivery Deadline: 723 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other 724 occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining 725 to the Property that survive Closing are as follows (Leases): rrla 727 728 10.6.1.2. Leased items Documents. If any lease of personal property (§ 2.5.7., Leased 72s Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information 730 pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 731 Buyer ❑ Will ❑ Will Not assume the Seller's obligations under such leases for the Leased Items (§ 2.5.7., 732 Leased Items). 733 734 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are 73h encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the 73C evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due 73't 73'1 Diligence Documents Delivery Deadline. Buyer ❑ Will ® Will Not assume the debt on the Encumbered 7M Inclusions (§ 2.5.4., Encumbered Inclusions). 740 10.6.1.4. Other Documents. Other documents and information: 741 n1a 742 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 743 object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or 74A are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 7as Objection Deadline: 747 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 74F is terminated; or 745 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of 75C any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 751 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection 752 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller 7534 have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 75Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 756 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., 757 on or before expiration of Due Diligence Documents Resolution Deadline). CBS]-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 13 of 23 10/2/2023 8:47:04 AM CTMeContracts com - 4 2023 CTM Software Corp 758 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 759 that certain property owned by Buyer and commonly known as n1a. Buyer has the Right to Terminate under § 760 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 761 62 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 63 762 does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any 764 Right to Terminate under this provision. 765 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer r66 ❑ Does ® Does Not acknowledge receipt of a copy of Sellers Property Disclosure or Source of Water 767 Addendum disclosing the source of potable water for the Property. ® There is No Well. Buyer ❑ Does 768 ® Does Not acknowledge receipt of a copy of the current well permit. 769 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 770 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE "' DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER 7?3 SUPPLIES. 774 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 775 10,10. Lead -Based Paint. 776 10.10.1. Lead -Based Paint Disclosure. Unless exempt, if the Property includes one or more 777 residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of 778 Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead -Based 779 Paint Disclosure (Sales) form on or before the Lead -Based Paint Disclosure Deadline. If Buyer does not 7 D timely receive the Lead -Based Paint Disclosure, Buyer may waive the failure to timely receive the 781 Lead -Based Paint Disclosure, or Buyer may exercise Buyer's Right to Terminate under § 24.1. by Seller's 782 receipt of Buyers Notice to Terminate on or before the expiration of the Lead -Based Paint Termination 783 764 Deadline. 785 10.10.2. Lead -Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment 7a6 or inspection of the Property for the presence of Lead -Based Paint or Lead -Based Paint hazards, Buyer has 787 a Right to Terminate under § 24.1. by Sellers receipt of Buyer's Notice to Terminate on or before the 788 expiration of the Lead -Based Paint Termination Deadline. Buyer may elect to waive Buyer's right to 7a9 conduct or obtain a risk assessment or inspection of the Property for the presence of Lead -Based Paint or 790 Lead -Based Paint hazards. If Seller does not receive Buyers Notice to Terminate within such time, Buyer 791 accepts the condition of the Property relative to any Lead -Based Paint as satisfactory and Buyer waives any 792 Right to Terminate under this provision. 793 794 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel -fired heater 795 or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping 796 purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has 797 an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a 798 location as required by the applicable building code. 799 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever Boo manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose Sol such fact. No disclosure is required if the Property was remediated in accordance with state standards and 602 other requirements are fulfilled pursuant to § 25-18.5-102. C.R.S.. Buyer further acknowledges that Buyer 803 has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been 604 0used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller's 806 receipt of Buyers written Notice to Terminate, notwithstanding any other provision of this Contract, based on 807 Buyers test results that indicate the Property has been contaminated with methamphetamine, but has not Boa been remediated to meet the standards established by rules of the State Board of Health promulgated Bog pursuant to § 25-18 5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. ago 10.13. Radon Disclosure. THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND B1 ENVIRONMENT STRONGLY RECOMMENDS THAT A" HOME BUYERS HAVE AN INDOOR RADON 612 TEST PERFORMED BEFORE PURCHASING RESIDENTIAL REAL PROPERTY AND RECOMMENDS 813 HAVING THE RADON LEVELS MITIGATED IF ELEVATED RADON CONCENTRATIONS ARE FOUND. 8,4 ELEVATED RADON CONCENTRATIONS CAN BE REDUCED BY A RADON MITIGATION 815 _.f CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 14 of 23 10/2/2023 8:47:04 AM CTMeContracts corn - -�-2023 CTM Software Corp. $�� PROFESSIONAL. B.IE RESIDENTIAL REAL PROPERTY MAY PRESENT EXPOSURE TO DANGEROUS LEVELS OF 816 INDOOR RADON GAS THAT MAY PLACE THE OCCUPANTS AT RISK OF DEVELOPING RADON- 82C INDUCED LUNG CANCER. RADON, A CLASS A HUMAN CARCINOGEN, IS THE LEADING CAUSE OF 821 LUNG CANCER IN NONSMOKERS AND THE SECOND LEADING CAUSE OF LUNG CANCER W2 OVERALL. THE SELLER OF RESIDENTIAL REAL PROPERTY IS REQUIRED TO PROVIDE THE BUYER 821 WITH ANY KNOWN INFORMATION ON RADON TEST RESULTS OF THE RESIDENTIAL REAL 824 PROPERTY. 82E AN ELECTRONIC COPY OF THE MOST RECENT BROCHURE PUBLISHED BY THE DEPARTMENT 82f OF PUBLIC HEALTH AND ENVIRONMENT IN ACCORDANCE WITH C.R.S. §25-11-114(2)(A) THAT 827 PROVIDES ADVICE ABOUT "RADON AND REAL ESTATE TRANSACTIONS IN COLORADO" IS 82E U2 l AVAILABLE AT. HTTPS:IICDPHE.COLORADO-GOVIRADON. 83C 831 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted) 1 832 833 834 Closing Provisions 835 a- 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 83E 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the 83t Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to 84c Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer 841 acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required K loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 84: additional information and documents required by Closing Company that will be necessary to complete this 84` transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or 84; before Closing. 84E 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are 84; 84t ® Are Not executed with this Contract. 84! 12.3. Closing. Delivery of deed from Seller to Buyer will beat closing (Closing). Closing will be on the 85( date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to 85, deliver a set of keys for the Property to Buyer. The hour and place of Closing will be as designated by lft& 652 Compa✓'? . 859 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent 85" of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 85' 850 companies). ss 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue 8s4 after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to 851 Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to 861 § 2.5.7. (Leased Items). 88 8s: 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 86 including the tender of any payment due at Closing, Seller must execute and deliver the following good and 8s, 88, sufficient deed to Buyer, at Closing: Elspecial warranty deed ® general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed ❑ jV deed. Seller, provided 86 another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, 86 at Closing. ss Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined in §38-30-113(5)(a), C.R.S. 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including 87 87i 87, 87. CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 15 of 23 CTMeContraets.com - 02023 CTM Software Corp 10/2/2023 8:47:04 AM 875 any governmental liens for special improvements installed as of the date of Buyer's signature hereon, 876 whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the 877 proceeds of this transaction or from any other source. 878 1179 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 880 WITHHOLDING. 8$1 15.1. Closing Costs. Buyer and Seller must pay. in Good Funds, their respective closing costs and all 883 other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer's loan $84 specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this ggg Section, the fees will be paid for by Seller. 9% 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by $B7 ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ Other rrla. gas 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, 889 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current 890 89.1 Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 892 16.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must 893 be paid by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ NIA. 394 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ❑ Buyer® Seller 895 ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 896 16.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in 897 advance (other than Association Assessments as defined in § 16.2. (Association Assessments), reserves or 89s working capital due at Closing must be paid by El Buyer El Seller 899 ❑ One -Half by Buyer and One -Half by Seller ® N/A. 900 901 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will 902 be paid by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ NIA. 903 16.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ❑ Buyer ❑ Seller 904 ❑ One -Half by Buyer and One -Half by Seller ❑ NIA. 905 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be 906 paid when due by ElBuyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 908 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, 909 payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at 9t0 Closing by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ NIA. 911 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this 912 Contract, do not exceed $DAI for: 913 ❑ Water Stock/Certificates ® Water District 9t4 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ n1a 4t5 916 and must be paid at Closing by ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ NIA. 917 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to 91A Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 919 15.9. FIRPTA and Colorado Withholding. 920 16.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the 921 Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 922 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in 923 this Section is checked, Seller represents that Seller ❑ IS a foreign person for purposes of U.S. income 925 taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for 926 purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide 927 any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 928 authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 929 Seller's tax advisor to determine if withholding applies or if an exemption exists. 930 16.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of 931 the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if 932 CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 16 of 23 10/2/2023 8:47:04 AM CTMeContracts.com --C-2023 CTM Software Corp 933 not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 93A reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 93� Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 93' determine if withholding applies or if an exemption exists. 937 938 939 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 94( 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 94' 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 94: general real estate taxes for the year of Closing, based on 94' ❑ Taxes for the Calendar Year Immediately Preceding Closing 941 ® Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying 94`. seniors property tax exemption, qualifying disabled veteran exemption or El Other 94e f n1a 94 94£, 16.1.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will 94E. transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after 95c lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. 9s' 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and 952 I 953 954 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations 95, are final. 9-rq 16.2. Association Assessments. Current regular Association assessments and dues (Association 95� Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular 95.i Association Assessments for deferred maintenance by the Association will not be credited to Seller except as W may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated 96( to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment 96' assessed prior to Closing Date by the Association will be the obligation of ❑[Buyer ® Seller. Except 96, however, any special assessment by the Association for improvements that have been installed as of the 96' date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller 96' unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special 96! assessments against the Property except the current regular assessments and 96.1 i 9& Association Assessments are subject to change as provided in the Governing Documents. ss! 97c 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession 97 Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. and, if applicable, any 97; Post -Closing Occupancy Agreement. 97' If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction 97 ` and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 975 971, 30 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession 97, Time until possession is delivered. 97, Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following 97� box is checked, then Buyer ❑ Does Not represent that Buyer will occupy the Property as Buyer's principal 981 residence. 981 ❑ If the box is checked, Buyer and Seller agree to execute a Post -Closing Occupancy Agreement. 982 963 984 General Provisions 985 98 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; 98 9€� AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will ags be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. ^^ 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other CBS]-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 17 of 23 10/2/2023 8:47:04 AM CTMeContracts com - V-2023 CTM Software Corp 77' perils or causes of loss nor to Closing (Property Damage) In an amount of not more than ten percent of the p p� g( p rtY 9 }� 992 total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 994 paid by Seller), then Seller, upon receipt of the Insurance proceeds, will use Seller's reasonable efforts to 995 repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before ggg Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. g97 Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at 898 Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from 999 damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance I DOD policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance 1001 proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired 1 D02 prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, 1 D03 if acceptable to Seller's insurance company and Buyer's lender, or (2) the parties may enter into a written 1004 agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's I QDS sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total 1007 Purchase Price, plus the amount of any deductible that applies to the insurance claim. 108 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and loos communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or 1010 plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is 1011 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar 1012 size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 1013 such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds 1014 received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 1015 repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to 1016 Terminate under § 24.1., on or before Closing Date. or, at the option of Buyer, Buyer is entitled to a credit at 1a+7 1018 Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase 1019 Price. if Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 1020 Closing. 1021 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1022 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 1023 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or 1024 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should 1025 Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, 1026 Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in 1027 the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or 102s 1029 28 exceed the Purchase Price. 1030 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 1031 walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 1032 complies with this Contract. 1033 18.6. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty 1034 programs that may be purchased and may cover the repair or replacement of such Inclusions. 1035 1036 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1037 1038 acknowledge that their respective broker has advised that this Contract has important legal consequences 1039 and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel 1040 before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with 1041 their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and 1042 (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 1043 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, 1044 including deadlines. that must be complied with. 1045 1046 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1047 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, 1048 tNtIQ Including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed CBSt-6-23. CONTRACT 1'0 BUY AND SELL REAL ESTATE - Residential Page 18 of 23 10/2/2023 8:47:04 AM CTMcContracts.com - 1:1023 CTM Software Corp 105C timely as provided in this Contractor waived, the non -defaulting party has the following remedies: 1051 20.1. If Buyer is in Default: 10K ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money 1053 (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest 105.1 Money is not a penalty, and the Parties agree the amount is fair and reasonable. Seller may recover such 1 05E additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full 1o56force and effect and Seller has the right to specific performance or damages, or both. 1OK 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box In 6 20.1.1. is 1055 checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to 106c Seller and retained by Seller. It is agreed that the Eamest Money amount specified in § 4.1. is LIQUIDATED 1061 DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided 106 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations 106 : of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 10rt 20.2. If Seller is in Default: 108 10&1 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as 1 ; canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may 1W, recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for 1 os� failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this 107( Contract as being in full force and effect and Buyer has the right to specific performance or damages, or 107- both. 107` 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under 10T; this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, 1074 failure to perform any replacements or repairs required under this Contract or failure to timely disclose any 107'. known adverse material facts, Seller remains liable for any such failures to perform under this Contract after 107( 107., Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 107t; survive Closing. 10T.i 1o8c 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 108, of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court 1W must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1083 expenses. 1084 ioB522. MEDIATION. If a dispute arises relating to this Contract (whether pnor to or after Closing) and is not 1087 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the �0s8 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators !M cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must logo agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share 1091 equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the 1092 entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by 1093 one party to the other at that party's last known address (physical or electronic as provided in § 26). Nothing 1094 in this Section prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, 1os5 before or after the date of written notice requesting mediation. This Section will not alter any date in this 1096 Contract, unless otherwise agreed. 1097 1098 1099 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1100 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. 1101 In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to 1 102 release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) 1 103 wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a 1104 court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable 1105 attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless 1106 Eamest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) 1107 CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 19 of 23 10/2/2023 8:47:04 AM CTMeContracts com - - 2023 CTM Software Corp 1}08 containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money t109 Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In 1110 the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the till time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the 1t 12 Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or k113 1if4 termination of this Contract. 1.115 m6 24. TERMINATION. 1117 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to 1118 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1119 Terminate), provided such written notice was received on or before the applicable deadline specified in this 1120 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the 1121 Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right 1122 to Terminate under such provision. 1123 1124 24.2. Effect of Termination. In the event this Contract 1s terminated, and all Earnest Money received 112s hereunder is timely returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. t t n and 21. 1127 1128 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and 1129 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 113o prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this t131 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 1131 enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by 1133 1134 its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor 1135 to a party receives the predecessor's benefits and obligations of this Contract. 1136 1137 26. NOTICE, DELIVERY AND CHOICE OF LAW. 1138 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, 1139 except as provided in § 26.2, and is effective when physically received by such party, any individual named in 9140 this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working 1141 with such party (except any notice or delivery after Closing must be received by the party, not Broker or 114z Brokerage Firm). 1143 1144 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in 1145 electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 1146 such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 1147 Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the 1148 electronic address of the recipient by facsimile, email or lnterneUeleetronie sitfnatures. 1149 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email 1150 at the email address of the recipient, (2) a link or access to a website or server provided the recipient 1151 itsreceives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax 1153 No.) of the recipient. 1154 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed 11-35 in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign tim a contract in Colorado for real property located in Colorado. 1157 1158 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, 1159 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 1160 acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 1161 accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be ltsz 16executed by each party, separately and when each party has executed a copy thereof, such copies taken $164 together are deemed to be a full and complete contract between the parties. 1165 CBS 1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 20 of 23 10/2/2023 8.47:04 AM CTMeContraw cam - C2023 CTM Software Corp. — 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 1167 1168 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1169 Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey, 1170 and Property Disclosure, Inspection, Indemnity, Insurability Due Diligence and Source of Water. 1171 1172 ADDITIONAL PROVISIONS AND ATTACHMENTS 1173 1174 1175 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 117(' Colorado Real Estate Commission.) 1177 1— This Contract to Buy and Sell Real Estate is condt lonedanrl c n nc�ent.0 ogn the Vail 1178 1179 Town Council cantina authorization to proceed with the,ourchase of the Proverty described 1180 lri Section ?. subiecf to the terms of the Contract. AuthgdX@tion to proceed shall be b� 11s, consideration of a Vail Town Council Resolution on October 3. 2V3 1182 1183 . 15.4. Local Transfer Tax: The bulcer. The Tow_ car of Vail. aqMo$ 19 fppapthq.1 Town .of Y # 1184 Transfer Tax on the sale of this jprovertv. Both Buyer and Seller shall have no oblitlation to 1185 ov the 1% Tbwn of Vail Transfer Tax at tirte time ofclnsirra.� - 1186 1187 1188 2. The unit will be profassionalty cleaned prior to closing. 1189 1190 4. This c9nfract may be assionahle to tire" Vail Local Housing Author iv." 1191 1192 & Per the insiaectian regort. oaragraIh 2.3.1. Sellers agree to hire a licensed contractor to 1193 re lace derking 8 rallin as before closinar. 1194 -1195 -1196 30. OTHER DOCUMENTS. 1197 30.1. Documents Part of Contract. The following documents are a part of this Contract. 1198 30.1.1. Post -Closing Occupancy Agreement. If the Post -Closing Occupancy Agreement box is 1199 checked in § 17 the Post -Closing Occupancy Agreement is a part of this Contract. 1200 Ida 1201 1202 1203 1204 1205 30.2. Documents Not Part of Contract. The following documents have been provided but are not a 1206 part of this Contract: 1207 n!a 1208 1209 1210 1211 1212 1213 1214 Signatures 1215 1216 1217 1218 1219 1220 6(ts'tie' / r %�%r4�tt'li! 06l// affre Date: 9/29/2023 1221 1222 Buyer: Town of Vail 1223 By. Russell Forrest, Town Manager CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 21 of 23 10/2/2023 8.47:04 AM CTMeConuacts oom - k-2023 CTM Software Corp 12-25 1226 1227 1228 1229 1230 1231 1232 1233 1234 1235 1236 1237 1238 123s 1240 124.1 1242 1243 1244 1245 1246 1247 1248 1249 1250 1251 1252 1253 1254 1255 1256 1257 1258 125s 1260 126.1 1262 1263 Q64 '265 1266 1267 1268 1269 1270 1271 1272 g273 :274 '275 '276 1277 1278 127s :280 1281 12a2 [NOTE: If this offer is being countered or rejected, do not sign this document.] .4dw P / OK4 Date: 912912023 Seller: Adam. D Tonkin IdA rit, Z. ro/(ZK Date: 912912023 Seller: Alyson. L. Tonkin END OF CONTRACT TO BUY AND SELL REAL ESTATE BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. Broker Working With Buyer Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a ❑ Buyer's Agent ® Transaction -Broker in this transaction. ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑ Buyer ® Other Buver & Seller. This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm's Name: Berkshire Hathaway HomeServices Colorado Properties Brokerage Firm's License #: EC 28210 CBS]-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 22 of 23 10/2/2023 8:47:04 AM CTMeContracts.com - A`2023 CTM Software Corp 1283 1284 T28E T2B6 1287 12B£ T28 1291' 129' 1292 1293 129A 1295 1296 1297 1298 1299 1300 130? t30, 13W 130," 130 130f 130 13V 130' 131( 1311 131. 131.' 131A 1315 1316 1317 1318 1319 1320 1321 132" 132 1324 13255 1326 1327 1328 132i 1330 1331 1332 133: 133� 1335 1336 133. 1338 Broker's Name: Danean Boukather Broker's License It FA100000608 Address: 511 E Lionshead Cir Vail, CO 81657 Ph:9706476-2482 Fax:9706476-6499 B. Broker Working with Seller Date: 9/28/2023 Email Address: danean@bhhsvaii.net 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 Signature Date: Broker's License # Address: , Ph: Fax: Email Address: CBS1-6-23. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eContracts - ©2022 MRI Software LLC • All Rights Reserved CBSI-6-23. CONTRACT TO BUY AND SELL REAL ESTATE - Residential Page 23 of 23 10/2/2023 8:47:04 AM CTMeContracts com - C 2023 CTM Software Corp