Blank Colorado Contract Real Residential PDF Form

1The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.

2(CBS1-5-19) (Mandatory 7-19)

3

4THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR

5OTHER COUNSEL BEFORE SIGNING.

121. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set

13forth in this contract (Contract).

142. PARTIES AND PROPERTY.

172.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions.

19owner of the Property described below.

28together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of

29Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).

302.5. Inclusions. The Purchase Price includes the following items (Inclusions):

32included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside

33telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-

34in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers

35(including _______ remote controls). If checked, the following are owned by the Seller and included (leased items should be listed

36 under Due Diligence Documents): None Solar Panels Water Softeners Security Systems Satellite Systems

37(including satellite dishes). If any additional items are attached to the Property after the date of this Contract, such additional items

38are also included in the Purchase Price.

40following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings,

41blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates,

42heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys.

45Conveyance of all personal property will be by bill of sale or other applicable legal instrument.

53property outside of this Contract.

56Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate.

572.6. Exclusions. The following items are excluded (Exclusions):

58

59

60

612.7. Water Rights/Well Rights.

682.7.4, will be transferred to Buyer at Closing:

73the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes,

74Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered

75with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a

76registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in

77connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is

84§ 2.7.3 (Well Rights), or § 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable

85legal instrument at Closing.

863. DATES, DEADLINES AND APPLICABILITY.

873.1. Dates and Deadlines.

88Note: If FHA or VA loan boxes are checked in § 4.5.3 (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA insured

89or VA guaranteed loans.

903.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. If any deadline

91blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation “N/A”, or the word “Deleted,” such deadline

92is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision that contains

93a selection of “None”, such provision means that “None” applies.

94The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract.

954. PURCHASE PRICE AND TERMS.

964.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:

974.2. Seller Concession. At Closing, Seller will credit to Buyer $______________ (Seller Concession). The Seller

98Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer’s lender

99and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller

100Concession include, but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items and any

101other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer

102elsewhere in this Contract.

1034.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a ______________________, will be

104payable to and held by ________________________________________ (Earnest Money Holder), in its trust account, on behalf of

105both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree

106to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the

107company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to

108have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado

109residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest

110Money Holder in this transaction will be transferred to such fund.

112time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline.

114return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in

115§ 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller

116agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form),

117within three days of Seller’s receipt of such form.

1184.4. Form of Funds; Time of Payment; Available Funds.

120and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified

121check, savings and loan teller’s check and cashier’s check (Good Funds).

123paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing

126in § 4.1.

1274.5. New Loan.

129must timely pay Buyer’s loan costs, loan discount points, prepaid items and loan origination fees as required by lender.

131Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 (Loan Limitations) or § 30 (Additional

132Provisions).

136costs of Buyer’s New Loan carefully. If Buyer is applying for a residential loan, the lender generally must provide Buyer with a

137Loan Estimate within three days after Buyer completes a loan application. Buyer also should obtain an estimate of the amount of

138Buyer’s monthly mortgage payment.

1394.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance

140set forth in § 4.1 (Price and Terms), presently payable at $______________ per ________________ including principal and interest

143Buyer agrees to pay a loan transfer fee not to exceed $_____________. At the time of assumption, the new interest rate will

144not exceed ________% per annum and the new payment will not exceed $_____________ per ________________ principal and

145interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which

146causes the amount of cash required from Buyer at Closing to be increased by more than $_____________, or if any other terms or

147provisions of the loan change, Buyer has the Right to Terminate under § 25.1 on or before Closing Date.

151not to exceed $_____________.

1524.7. Seller or Private Financing.

153WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers

154and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed

155Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing,

156including whether or not a party is exempt from the law.

158 Seller will deliver the proposed Seller financing documents to the other party on or before _________ days before Seller or

159Private Financing Deadline.

161Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions, cost

162and compliance with the law. Seller has the Right to Terminate under § 25.1, on or before Seller or Private Financing Deadline, if

163such Seller financing is not satisfactory to Seller, in Seller’s sole subjective discretion.

165financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its

166availability, payments, interest rate, terms, conditions and cost. Buyer has the Right to Terminate under § 25.1, on or before Seller

167or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer’s sole subjective discretion.

1695. FINANCING CONDITIONS AND OBLIGATIONS.

1705.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New

171Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable

172by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval.

1735.2. New Loan Review. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional

174upon Buyer determining, in Buyer’s sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its

175availability, payments, interest rate, terms, conditions and cost. This condition is for the sole benefit of Buyer. Buyer has the Right

176to Terminate under § 25.1, on or before New Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer’s

177sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised

178Value (defined below) or the Lender Requirements (defined below). IF SELLER IS NOT IN DEFAULT AND DOES NOT

179TIMELY RECEIVE BUYER’S WRITTEN NOTICE TO TERMINATE, BUYER’S EARNEST MONEY WILL BE

180NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey).

1815.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit

182of Seller) upon Seller’s approval of Buyer’s financial ability and creditworthiness, which approval will be in Seller’s sole subjective

183discretion. Accordingly: (1) Buyer must supply to Seller by Buyer’s Credit Information Deadline, at Buyer’s expense, information

184and documents (including a current credit report) concerning Buyer’s financial, employment and credit condition; (2) Buyer consents

185that Seller may verify Buyer’s financial ability and creditworthiness; and (3) any such information and documents received by Seller

186must be held by Seller in confidence and not released to others except to protect Seller’s interest in this transaction. If the Cash at

187Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under § 25.1, on or before Closing. If

188Seller disapproves of Buyer’s financial ability or creditworthiness, in Seller’s sole subjective discretion, Seller has the Right to

189Terminate under § 25.1, on or before Disapproval of Buyer’s Credit Information Deadline.

1905.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan

191documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer,

192this Contract is conditional upon Buyer’s review and approval of the provisions of such loan documents. Buyer has the Right to

193Terminate under § 25.1, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan

194documents, in Buyer’s sole subjective discretion. If the lender’s approval of a transfer of the Property is required, this Contract is

195conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender’s

196approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right

197to Terminate under § 25.1, on or before Closing, in Seller’s sole subjective discretion, if Seller is to be released from liability under

198such existing loan and Buyer does not obtain such compliance as set forth in § 4.6.

1996. APPRAISAL PROVISIONS.

2006.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged on

201behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set forth

202certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be

203valued at the Appraised Value.

2046.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective loan type set forth

205in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies.

207Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal

208Objection Deadline:

210or

212Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification).

214Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution

215Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal of

216the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline.

218shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Ear nest

219Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a

220written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender,

221setting forth the appraised value of the Property of not less than $______________. The purchaser (Buyer) shall have the privilege

222and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The

223appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will

224insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy himself/herself that

225the price and condition of the Property are acceptable.

227shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property

228described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department

229of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of

230this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs.

2316.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs,

232including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond

233those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller’s

234receipt of the Lender Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy

235the Lender Requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is

236waived in writing by Buyer.

239agent or all three.

2407. OWNERS’ ASSOCIATION. This Section is applicable if the Property is located within a Common Interest Community and

241subject to the declaration (Association).

2427.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON

243INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF

244THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS’ ASSOCIATION FOR THE

245COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE

246ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL

247OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS

248OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD

249PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS

250AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING

251CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A

252COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF

253PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL

254OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE

255DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE

256ASSOCIATION.

2577.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below),

258at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association

259Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon Buyer’s receipt

260of the Association Documents, regardless of who provides such documents.

2617.3. Association Documents. Association documents (Association Documents) consist of the following:

263rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under § 38-33.3-209.5,

264C.R.S.;

266such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual

267Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding

268minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and

270but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must

271include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed

272(Association Insurance Documents);

274disclosed in the Association’s last Annual Disclosure;

276for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for

277the fiscal year immediately preceding the Association’s last Annual Disclosure, (3) the results of the Association’s most recent

278available financial audit or review, (4) list of the fees and charges (regardless of name of title of such fees or charges) that the

279Association’s community association manager or Association will charge in connection with the Closing including, but not limited

280to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for

281the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of

282all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4 and

2837.3.5, collectively, Financial Documents);

285C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction

286Defect Documents). Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 10.2

287(Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common

288elements or limited common elements of the Association property.

2897.4. Conditional on Buyer’s Review. Buyer has the right to review the Association Documents. Buyer has the Right to

290Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any

291of the Association Documents, in Buyer’s sole subjective discretion. Should Buyer receive the Association Documents after

292Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 25.1 by Buyer’s Notice to

293Terminate received by Seller on or before ten days after Buyer’s receipt of the Association Documents. If Buyer does not receive

294the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing

295Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer ’s Notice to

296Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right

297to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval).

2988. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE.

2998.1. Evidence of Record Title.

301company to furnish the owner’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish

302to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price,

304and delivered to Buyer as soon as practicable at or after Closing.

306company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record Title Deadline, Buyer must furnish to

307Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price.

308If neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies.

310Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard

311exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens,

312(5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid

313taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be

314paid by Buyer Seller One-Half by Buyer and One-Half by Seller Other__________________________.

315Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over

316any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below,

317among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under

318§ 8.5 (Right to Object to Title, Resolution).

320conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such

321documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title

322Documents).

324Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county

325where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the

326party or parties obligated to pay for the owner’s title insurance policy.

328portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline.

3298.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the

330Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s

331objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or

332any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title

333Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment

334that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to

335Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any

336required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents,

337or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection,

338pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to

339Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence

340of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline

341specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents

342as satisfactory.

3438.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing

344surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without

345limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of

346first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Record Matters). This Section

347excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to

348investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line

349discrepancy or water rights). Buyer’s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether

350disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)), in Buyer’s

351sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an Off-Record Matter

352is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer

353to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection pursuant

354to this § 8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title,

355Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified

356above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of which

357Buyer has actual knowledge.

3588.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION

359INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE

360PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK

361FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE

362CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH

363INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE

364SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY

365TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING

366FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND

367RECORDER, OR THE COUNTY ASSESSOR.

368A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate)

369must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such

370inclusion is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may object, on or before Record Title Objection

371Deadline. If the Tax Certificate shows that the Property is included in a special taxing district and is received by Buyer after the

372Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property’s

373inclusion in a special taxing district as unsatisfactory to Buyer.

3748.5. Right to Object to Title, Resolution. Buyer’s right to object, in Buyer’s sole subjective discretion, to any title matters

375includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off-Record Title), § 8.4 (Special Taxing District) and § 13 (Transfer

376of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options:

378Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or

379before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives

380Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer’s written notice to waive objection to such items and

381waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title

382Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off-Record Title) or § 8.4

383(Special Taxing Districts), the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days

384after Buyer’s receipt of the applicable documents; or

3878.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve

388this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right

389of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the

390right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect.

391Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this

392Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate.

3938.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed

394carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property,

395including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations,

396unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various

397laws and governmental regulations concerning land use, development and environmental matters.

3988.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE

399PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF

400THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER

401RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL

402ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM

403RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL,

404GAS OR WATER.

406ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A

407MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND

408RECORDER.

410TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION

411OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING

412OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES.

4138.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL

414INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING

415DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL

416AND GAS CONSERVATION COMMISSION.

418not covered by the owner’s title insurance policy.

4198.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are

420strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off-Record Title Objection Deadline).

4219. NEW ILC, NEW SURVEY.

425New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, certified and updated as of a date

426after the date of this Contract.

428Closing, by: Seller Buyer or:

432the opinion of title if an Abstract of Title) and _____________________ will receive a New ILC or New Survey on or before New

433ILC or New Survey Deadline.

435all those who are to receive the New ILC or New Survey.

4369.2. Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New

437Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New

438Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to

439Seller incurring any cost for the same.

4409.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey. If the

441New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer

442may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13:

445shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct.

447before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on

448or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New

449Survey Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before

450such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline.

45210. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF

453WATER.

45410.1. Seller’s Property Disclosure. On or before Seller’s Property Disclosure Deadline, Seller agrees to deliver to Buyer

455the most current version of the applicable Colorado Real Estate Commission’s Seller’s Property Disclosure form completed by Seller

456to Seller’s actual knowledge and current as of the date of this Contract.

45710.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer

458any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material

459facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely

460disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of Closing

461or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that

462Seller is conveying the Property to Buyer in an “As Is” condition, “Where Is” and “With All Faults.”

46310.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections

464(by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer’s expense. If (1) the physical

465condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing,

466HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property

467(including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any

468proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the

469Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer ’s sole subjective discretion,

470Buyer may:

472description of any unsatisfactory condition that Buyer requires Seller to correct; or

474that this Contract is terminated due to any unsatisfactory condition. Inspection Termination Deadline will be on the earlier of

475Inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline.

477Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,

478this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Inspection

479Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline.

48010.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement

481between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at

482Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer

483must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnif y,

484protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such

485Work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against

486any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and

487expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed

488pursuant to an Inspection Resolution.

48910.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for

490property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance

491Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer’s sole subjective discretion.

49210.6. Due Diligence.

494documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents

495Delivery Deadline:

497Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases):