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Home My WebLink About20132608.tiff2 3 4 5 6 7 8 9 10 11 12 13 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS3-9-12) (Mandatory 1-13) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) (® Property with No Residences) (El Property with Residences -Residential Addendum Attached) AGREEMENT Date: October , 2013 I4 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property 15 described below on the terms and conditions set forth in this contract (Contract). l6 2. PARTIES AND PROPERTY. 17 2.1. Buyer. Buyer, NCMC, Inc , will take title to the Property I8 described below as 0 Joint Tenants 0 Tenants In Common ® Other 19 2.2. Assignability and Inurement. This Contract 0 Shall ® Shall Not be assignable by Buyer without Seller's prior 20 written consent. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal 21 representatives, successors and assigns of the parties. 22 2.3. Seller. Seller, The County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County 23 Commissioners, is the current owner of the Property described below. 24 2.4. Property. The Property is the following legally described real estate in the County of Weld, Colorado: 25 26 Lots 13 and 14. Block 9 27 Platte Valley Subdivision First Filing. 28 An addition to the City of Evans. 29 Weld County. Colorado. 30 31 known as No. 3401 I Ph Avenue. Evans. Colorado 80620, 32 Street Address City State Zip 33 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of 34 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 35 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 36 2.5.1. Fixtures. If attached to the Property on the date of this Contract, the following items are included unless 37 excluded under Exclusions (§ 2.6): lighting, heating, plumbing, ventilating and air conditioning fixtures, inside telephone, network 38 and coaxial (cable) wiring and connecting blocks/jacks, floor coverings, intercom systems, sprinkler systems and controls, garage 39 door openers including remote controls. 40 Other Fixtures: All fixtures attached to the Property as of the Closing. 41 42 43 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in the Purchase 44 Price. 45 2.5.2. Personal Property. If on the Property, whether attached or not, on the date of this Contract, the following 46 items are included unless excluded under Exclusions (§ 2.6): storm windows, storm doors, window and porch shades, awnings, 47 blinds, screens, window coverings, curtain rods, drapery rods, heating stoves, storage sheds, and all keys. If checked, the following 48 are included: ❑ Water Softeners ® Smoke/Fire Detectors 0 Carbon Monoxide Alarms ® Security Systems 49 O Satellite Systems (including satellite dishes). 50 Other Personal Property: All items of personal property located on the Property as of the date of Closing. 51 52 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except 53 personal property taxes for the year of Closing), liens and encumbrances, except none. Conveyance shall be by bill of sale or other 54 applicable legal instrument. No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Canse..4 6.104a le -a8-2013 Qii:86-11'7 BC11(3°'Pge l of o?O/3_a4to2 • 55 2.5.3. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: 56 57 58 The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal 59 property taxes for the year of Closing), liens and encumbrances, except none. Conveyance shall be by bill of sale or other 60 applicable legal instrument. 61 2.5.4. Parking and Storage Facilities. ❑ Use Only ® Ownership of the following parking facilities: 62 ; and ❑ Use Only ❑ Ownership of the following storage facilities: 63 2.5.5. Water Rights, Water and Sewer Taps. 64 2.5.5.1. Deeded Water Rights. The following legally described water rights: 65 66 67 Any water rights shall be conveyed by El Deed O Other applicable legal instrument. 68 ❑ 2.5.5.2. Well Rights. If any water well is to be transferred to Buyer, Seller agrees to supply required 69 information about such well to Buyer. Buyer understands that if the well to be transferred is a Small Capacity Well or a Domestic 70 Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or at Closing, complete a Change in Ownership 71 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of 72 Natural Resources (Division), Buyer shall complete a registration of existing well form for the well and pay the cost of 73 registration. If no person will be providing a closing service in connection with the transaction, Buyer shall file the form with the 74 Division within sixty days after Closing. The Well Permit # is 75 2.5.5.3. ❑ Water Stock Certificates: 76 77 78 2.5.5.4. O Water Tap O Sewer Tap 79 Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time 80 and other restrictions for transfer and use of the tap. 81 2.5.5.5. Other Rights: All of Seller's water rights associated with the Property. 82 83 84 2.6. Exclusions. The following items are excluded (Exclusions): None 85 86 87 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline 1 § 4.3 Alternative Earnest Money Deadline N/A Title and Association 2 § 7.1 Record Title Deadline 11/15/13 3 . § 7.5 Exceptions Request Deadline 11/15/13 4 § 8.1 Record Title Objection Deadline 11/25/13 5 § 8.2 Off -Record Title Deadline 11/15/13 6 § 8.2 Off -Record Title Objection Deadline 11/25/13 7 § 8.3 Title Resolution Deadline Closing Date 8 § 7.6 Association Documents Deadline N/A 9 § 7.6 Association Documents Objection Deadline N/A 10 § 8.5 Right of First Refusal Deadline N/A Seller's Property Disclosure 11 § 10.1 Seller's Property Disclosure Deadline 11/15/13 Loan and Credit 12 § 5.1 Loan Application Deadline N/A 13 § 5.2 Loan Objection Deadline N/A 14 § 5.3 Buyer's Credit Information Deadline N/A 15 § 5.3 Disapproval of Buyer's Credit Information Deadline N/A 16 § 5.4 Existing Loan Documents Deadline N/A 17 § 5.4 Existing Loan Documents Objection Deadline N/A 18 § 5.4. Loan Transfer Approval Deadline N/A No. CBS3-9-12. CONTRACT TO BEY AND SELL REAL ESTATE (COMMERCIAL) Page 2 of 2 Item No. Reference Event Date or Deadline Appraisal 19 § 6.2 Appraisal Deadline N/A 20 § 6.2 Appraisal Objection Deadline N/A Survey 21 § 9.1 Current Survey Deadline 11/25/13 22 § 9.2 Current Survey Objection Deadline 12/03/13 Inspection and Due Diligence 23 § 10.2 Inspection Objection Deadline 12/03/13 24 § 10.3 Inspection Resolution Deadline Closing Date 25 § 10.5 Property Insurance Objection Deadline N/A 26 § 10.6 Due Diligence Documents Delivery Deadline 11/15/13 27 § 10.7 Due Diligence Documents Objection Deadline 12/03/13 28 § 10.8 Environmental Inspection Objection Deadline 12/03/13 29 § 10.8 ADA Evaluation Objection Deadline N/A 30 § 11.1 Tenant Estoppel Statements Deadline N/A 31 § 11.2 Tenant Estoppel Statements Objection Deadline N/A Closing and Possession 32 § 12.3 Closing Date 12/15/13 33 § 17 Possession Date 12/15/13 34 § 17 Possession Time Noon 35 § 28 Acceptance Deadline Date 10/24/13 36 § 28 Acceptance Deadline Time 5:00 p.m., Mountain time 88 Note: Applicability of Terms. 89 Any box, blank or line in this Contract left blank or completed with the abbreviation "N/A", or the word "Deleted" means such 90 provision in Dates and Deadlines (§ 3), including any deadline, is not applicable and the corresponding provision of this Contract 91 to which reference is made is deleted. 92 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 93 4. PURCHASE PRICE AND TERMS. 94 4.1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: Item No. Reference Item Amount Amount 1 § 4.1 Purchase Price $ 360,100 2 § 4.3 Earnest Money . $ 0 3 § 4.5 New Loan $ 0 4 § 4.6 Assumption Balance $ 0 5 § 4.7 Seller or Private Financing $ 0 6 7 8 § 4.4 Cash at Closing S 360,100 9 TOTAL $ 360,100 $ 360,100 95 4.2. Seller Concession. Seller, at Closing, shall credit, as directed by Buyer, an amount of $ N/A to assist 96 with any or all of the following: Buyer's closing costs (Seller Concession). Seller Concession is in addition to any sum Seller has 97 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate 98 of what is allowed by Buyer's lender as set forth in the Closing Statement at Closing. 99 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of N/A . shall be payable to 100 and held by : Unified Title Company of Northern Colorado, 3690'N. 10th St. (Second Floor), Greeley, Co 80634 101 :tun: I :i1' Cooii:oei (07(r)35(,-3551 or bcoonrod a;uniliedtitle.com (Earnest Money Holder), in its trust account, on behalf of both Seller 102 and Buyer. The Earnest Money deposit shall be tendered, by Buyer, with this Contract unless the parties mutually agree to an 103 Alternative Earnest Money Deadline (§ 3) for its payment. The parties authorize delivery of the Earnest Money deposit to the 104 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed 105 to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to No. CBS3-9-I2. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 3 of 3 106 Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the 107 108 109 110 111 112 113 114 115 116 117 and closin 118 check, savings and loan teller's check and cashier's check (Good Funds). 119 120 121 122 available in an amount not less than the amount stated as Ca, 123 4.5. New Loan 124 1.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 1 2, if applicable, shall timely pay Buyer's loan 125 costs, loan discount points, prepaid items and loan origination fees, as required by lender. 126 13.2. u c ' . Fi anti n ye ' ca h or sel financing appropriate and acceptable to 127 Buyer, including a different loan than initially sought, except as restricted in § 1.5.3 or § 30 (A ditiv" al T 128 1.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 129 ❑ Conventional ❑ Other 130 131 132 133 134 135 136 137 138 139 140 141 142 an appropriate letter of commitment from lender. Any cost payable for rel 143 144 145 146 147 148 ❑ Due on Transfer Strict (TD72 8 10) ❑ Due on Transfer Creditworthy (TD73 8 10) ❑ Assumable Not Due on 149 150 151 152 153 154 155 156 157 158 159 160 161 Earnest Money Holder in this transaction shall be transferred to such fund. 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer —shall -be provided in § 21, if the Earnest Money has not alr-ady been -returned -following receipt of a Notice to Terminate, Seller agree, to execute and return to Buyer or Broker working with Buyer, written mutual instructions, i.e., Earnest Money Release form, within Form of Funds; Time of Payment; Funds Available. 1.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which caus s the amount ef-sash-required-from-Buyer at Closing -to be increased by mere than $ , then Buyer Buyer agrees to pay a loan transfer fee not to exec. in an amount not to exceed $ ❑ (Default Rate) NTD81 10 06 O Other and shall be due on the day- feach succeeding If not sooner paid, the balance of principal and accrued interest shall be due and payable No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 4 of 4 162 163 164 165 166 167 168 169 availability, payments, interest rate, terms, conditions, and cost of such New Loan. This condition is for the sole benefit of Buyer. 170 Buyer has th Right to Terminate under §ia, ^ ^ bef e T oa Ob ction D udlinc (§ 3), if the P eto +^ 171 Buyer, in Buyer's sole subjective discretion. IF SELLER DOES NOT TIMELY RECEIVE WRITTEN NOTICE TO 172 173 174 175 176 177 178 179 180 181 not release 182 note -secure 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 TRANSACTION PROVISIONS 5. FINANCING CONDITIONS AND OBLIGATIONS. 5.1. Loan Application. If Buyer is to pay all or part f the Purchase Price Loan), or if an existing to ' ^^++^ e rele e at Clo i ^ Buye.:v.^quired by such lender, shall make an application verifiable e reasonable efforts to obtain such loan or approval. Contract (e.g., Appraisal, Title, Survey). m If Buyer is to pay all or part of the Purchase Price by at Buyer's expense, information and documents (including a current credit report) concerning Buyer's financial, employment and 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 eller) upon Seller's approval a ., .............,, ......., s•..,..,_. ..... .........a disapproves of Buyer's financial ability, creditworthines er-Bu er's New Seni r oa^ in Seller's sale subjective discretion, Seller has the Riggl 5.1. Existing Loan Review. If an existing loan is not to be released at Closing, Seller shall deliver copies of the loan documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline (§ 3). For the Buyer has the Right to Terminate ur Prep in § 1.6. ere Existing Loan Documents Objection Deadline (§ 3), based on any 6.1. Lender Property Requirements. If the lender imposes any requires forth in § 1.5.3, or if a cash transaction, i.e. no financing, § 6.2.1 shall apply. 6.3. Cost of Appraisal. Cost of any appraisal to be btained after the date of this Contract shall be timely paid by O Buyer ❑ Seller. The cost of the appraisal may include any and all fees paid to the -appraiser, appraisal management company, lender's agent or all three. No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 5 of 5 217 7. EVIDENCE OF TITLE AND ASSOCIATION DOCUMENTS. 218 7.1. ® Seller Selects Title Insurance Company. If this box is checked, Seller shall select the title insurance company 219 to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline (§ 3), Seller shall furnish to 220 Buyer a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if 221 this box is checked, ❑ an Abstract of title certified to a current date. Seller shall cause the title insurance policy to be issued and 222 delivered to Buyer as soon as practicable at or after Closing. 223 7.2. D Buyer Selects Title Insurance Company. If this box is checked, Buyer shall select the title insurance company 224 to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline (§ 3), Buyer shall furnish to 225 Seller a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 226 If neither box in § 7.1 or § 7.2 is checked, § 7.1 applies. 227 7.3. Owner's Extended Coverage (OEC). The Title Commitment ® Shall ❑ Shall Not commit to delete or insure 228 over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) 229 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, 230 assessments and unredeemed tax sales prior to the year of Closing (OEC). 231 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 232 7.3.1. Premium for OEC. If the title insurance company agrees to provide an endorsement for OEC, any 233 additional premium expense to obtain an endorsement for OEC shall be paid by ® Buyer ❑ Seller 0 One -Half by Buyer and 234 One -Half by Seller 0 Other 235 7.4. Buyer's Right to Review Title Commitment and Title Documents. Buyer has the right to review the Title 236 Commitment, its provisions and Title Documents (defined in § 7.5), and if not satisfactory to Buyer, Buyer may exercise Buyer's 237 rights pursuant to § 8.1. 238 7.5. Copies of Exceptions. Unless the box in § 7.2 is checked (Buyer Selects Title Insurance Company), on or before 239 Record Title Deadline (§ 3), Seller, at Seller's expense, shall furnish to Buyer and Buyer's counsel, the following: (1) copies of 240 any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment is required to 241 be furnished, and if this box is checked ® Copies of any Other Documents (or, if illegible, summaries of such documents) listed 242 in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller has the obligation to furnish these documents 243 pursuant to this section if requested by Buyer any time on or before Exceptions Request Deadline (§ 3). This requirement shall 244 pertain only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. 245 The Abstract or Title Commitment, together with any copies or summaries of such documents furnished pursuant to this section, 246 constitute the title documents (collectively, Title Documents). 247 7.5.1. Existing Abstracts of Title. Seller shall deliver to Buyer copies of any abstracts of title covering all or any 248 portion of the Property (Abstract) in Seller's possession on or before Record Title Deadline (§ 3). 249 -- - - - - -- ,. ,. 250 251 252 253 254 255 256 257 258 259 7.6.5. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 260 261 262 263 264 OBLIGATIONS UPON ' ^` PROP It'IE, INCLUDINb AV UULIUf4'}'}H£V 265 '�'*^�j 1`'_THE n T DOES Ni[T DAY THESE ASSESS ENTc Tu c 266 ASSOCI Tinn COU DDT ACE A TIE O THE DD^DPDT\/ ANT) POSSIBT V Cri i TT Tn DA V TTSri DEBT THE 267 T\r/'T A D A TIO Dt i A [AIC A UD DTii ES iD REGUT A TIONS nD THE f nTin UNITY M A V PROHIBIT THE 268 iT[A rD F n➢ sA ALT !' !'LTA NGES n TTSD DDl1DDDTV [V ITHOUT AN AD!'DTTE Ti1D Ai REVIEW DV Tiir 269 ASSOCIATION (OR A COMMITTEE OF TIIE ASSOCIATION) AND TIIE APPROVAL -OF TIIE ASSOCIATION. 270 271 OCIATION. PURCHASERS SHOULD CAREFULLY 272 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 273 THE ASSOCIATION. the following: arccments; 7.6.2. Minutes of most r -.cent annual owners' meeting; 7.6.3. Minutes of any directors' or managers' mee date of this Contract. If none f the proce collectively, Governing Documents). and most recent income and expenditures statement, (3) annual budget, (/) re'erve study, if any (Financial D cuments). OF TIIE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF TIIE OWNER'S ASSOCIATION FOR TIIE No. CBS3-9-I2. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 6 of 6 274 7.6.6. Association Documents to Buyer, 275 ❑ 7.6.6.1. Seller to Provide Association Documents. Seller shall cause the Association Documents to be 276 ' 277 278 Documents to. Buyer, at Seller's expense. 279 7.6.6.3. Seller's Obligation. Seller's obligation to provide the Association Documents shall be fulfilled 280 upon Buyer's receipt of the Association Documents, regardless of who provides such documents: 281 Note: If neither box in this § 7.6.6 is checked, the provisions of § 7.6.6.1 shall apply: 282 7.6,7. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the 283 Right to Terminate under .§ 25.1, on or before Association Documents Objection Deadline (.§ 3), based on any unsatisfactory 284 provision in any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association 285 Documents after Association Documents Deadline (§ 3), Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by 286 Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer 287 does not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by 288 Seller after Closing Date (§ 3), Buyer's Notice to Terminate shall be received by Seller on or before Closing (§ 12.3). If Seller 289 does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as 290 satisfactory, and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.5. 291 8. RECORD TITLE AND OFF -RECORD TITLE. 292 8.1. Record Title. Buyer has the right to review and object to any of the Title Documents (Right to Object to Title, 293 Resolution), as set forth in § 8.3. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment, 294 notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If Buyer objects to any of 295 the Title Documents, Buyer shall cause Seller to receive Buyer's Notice to Terminate or Notice of Title Objection on or before 296 Record Title Objection Deadline (§ 3). If Title Documents are not received by Buyer, on or before the Record Title Deadline 297 (§ 3), or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title 298 and the modified Title Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate 299 or Notice of Title Objection on or before ten days after receipt by Buyer of the following documents: (1) any required Title 300 Document not timely received by Buyer, (2) any change to the Title Documents, or (3) endorsement to the Title Commitment. If 301 Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.1 (Record Title), any title objection 302 by Buyer and this Contract shall be governed by the provisions set forth in § 8.3 (Right to Object to Title, Resolution). If Seller 303 does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer 304 accepts the condition of title as disclosed by the Title Documents as satisfactory. 305 8.2. Off -Record Title. Seller shall deliver to Buyer, on or before Off -Record Title Deadline (§ 3), true copies of all 306 existing surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including, 307 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without 308 limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record 309 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 310 public records (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). Buyer's Notice to 311 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, 312 notwithstanding § 13), in Buyer's sole subjective discretion, shall be received by Seller on or before Off -Record Title Objection 313 Deadline (§ 3). If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.2 (Off -Record 314 Title), any title objection by Buyer and this Contract shall be governed by the provisions set forth in § 8.3 (Right to Object to Title, 31.5 Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection, on or before Off -Record Title 316 Objection Deadline (§ 3), Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. 317 Unless disclosed in writing, Seller represents and warrants that there are no Off -Record Matters. 318 8.3. Right to Object to Title, Resolution. Buyer's Right to Object to Title includes, but is not limited to those matters 319 set forth in §§ 8.1 (Record Title), 8.2 (Off -Record Title) and 13 (Transfer of Title), in Buyer's sole subjective discretion 320 (collectively, Notice of Title Objection). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the 321 option to either (1) object to the condition of title, or (2) terminate this Contract. 322 8.3.1. Title Resolution. If Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 (Record Title) or 323 § 8.2 (Off -Record Title), on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement thereof 324 on or before Title Resolution Deadline (§ 3), this Contract shall terminate on the expiration of Title Resolution Deadline (§ 3), 325 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection 326 to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline (§ 3). 327 8.3.2. Right to Terminate — Title Objection. Buyer has the Right to Terminate under § 25.1, on or before the 328 applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective discretion. 329 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 330 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 331 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK No. CBS3-9-I2. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 7 of 7 332 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 333 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 334 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 335 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 336 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING 337 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 338 RECORDER, OR THE COUNTY ASSESSOR. 339 Buyer has the Right to Terminate under § 25.1, on or before Off -Record Title Objection Deadline (§ 3), based on any 340 unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion. 341 8.5. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to 342 approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder 343 of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract shall 344 terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract shall remain in full 345 force and effect. Seller shall promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal 346 or Contract approval has not occurred on or before Right of First Refusal Deadline (§ 3), this Contract shall then terminate. 347 8.6. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 348 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 349 including, without limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, 350 leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and 351 environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the 352 surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold interests in 353 oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to 354 enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to 355 timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record 356 Title Objection Deadline (§ 3) and Off -Record Title Objection Deadline (§ 3)]. 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 9. CURRENT SURVEY REVIEW. 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title Commitment or the provider of the opinion of title if an Abstract, and Buyer's counsel shall receive a Current Survey, i.e., Improvement Location Certificate, Improvement Survey Plat or other form of survey set forth in § 9.1.2 (collectively, Current Survey), on or before Current Survey Deadline (§ 3). The Current Survey shall be certified by the surveyor to all those who are to receive the Current Survey. ❑ 9.1.1. Improvement Location Certificate. If the box in this § 9.1.1 is checked, ❑ Seller ❑ Buyer shall order or provide, and pay, on or before Closing, the cost of an Improvement Location Certificate. ® 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement Location Certificate, shall be an ® Improvement Survey Plat ❑ . The parties agree that payment of the cost of the Current Survey and obligation to order or provide the Current Survey shall be as follows: Buyer's obligation. 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey. Buyer has the Right to Terminate under § 25.1, on or before the Current Survey Objection Deadline (§ 3), if the Current Survey is not timely received by Buyer or based on any unsatisfactory matter with the Current Survey, notwithstanding § 8.2 or § 13. DISCLOSURE, INSPECTION AND DUE DILIGENCE 374 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY AND DUE DILIGENCE. 375 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to deliver to 376 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 377 by Seller to Seller's actual knowledge, current as of the date of this Contract. 378 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the 379 Property to Buyer in an "as is" condition, "where is" and "with all faults". Seller shall disclose to Buyer, in writing, any latent 380 defects actually known by Seller. Buyer, acting in good faith, has the right to have inspections (by one or more third parties, 381 personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, 382 including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 383 mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and 384 communication services), systems and components of the Property, e.g. heating and plumbing, (4) any proposed or existing 385 transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 8 of 8 386 or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer shall, on or before 387 Inspection Objection Deadline (§ 3): 388 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 389 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 390 Buyer requires Seller to correct. 391 Buyer has the Right to Terminate under § 25.1, on or before Inspection Objection Deadline (§ 3), if the Property or 392 Inclusions are unsatisfactory, in Buyer's sole subjective discretion. 393 10.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 394 Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 395 Deadline (§ 3), this Contract shall terminate on Inspection Resolution Deadline (§ 3), unless Seller receives Buyer's written 396 withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline 397 (§ 3). 398 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 399 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 400 Buyer's request (Work) and shall pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 401 shall not permit claims or liens of any kind against the Property for Work performed on the Property at Buyer's request. Buyer 402 agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller 403 and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 404 Seller to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable 405 attorney fees, legal fees and expenses. The provisions of this section shall survive the termination of this Contract. This § 10.4 406 does not apply to items performed pursuant to an Inspection Resolution. 407 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 408 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 409 Objection Deadline (§ 3), based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 410 10.6. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information pertaining to 411 the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline (§ 3): 412 10.6.1. All contracts relating to the operation, maintenance and management of the Property; 413 10.6.2. Property tax bills for the last three (3) years; 414 10.6.3. As -built construction plans to the Property and the tenant improvements, including architectural, electrical, 415 mechanical, and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now available; 416 10.6.4. A list of all Inclusions to be conveyed to Buyer; 417 10.6.5. Operating statements for the past N/A years; 418 10.6.6. A rent roll accurate and correct to the date of this Contract; 419 10.6.7. All current leases, including any amendments or other occupancy agreements, pertaining to the Property .420 (Leases); 421 10.6.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet completed and 422 capital improvement work either scheduled or in process on the date of this Contract; 423 10.6.9. All insurance policies pertaining to the Property and copies of any claims which have been made for the past 424 N/A_ years; 425 10.6.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered earlier 426 under § 8.2); 427 10.6.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, letters, test 428 results, advisories, and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other toxic 429 hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession 430 or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller; 431 10.6.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the Property 432 with said Act; 433 10.6.13. All permits, licenses and other building or use authorizations issued by any governmental authority with 434 jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and 435 10.6.14. Other Documents: None 436 10.7. Due Diligence Documents Conditions. Buyer has the right to review and object to Due Diligence Documents, 437 zoning and any use restrictions imposed by any governmental agency with jurisdiction over the Property (Zoning), in Buyer's sole 438 subjective discretion, and has the right to object if Seller fails to deliver to Buyer all Due Diligence Documents. Buyer shall also 439 have the unilateral right to waive any condition herein. 440 10.7.1. Due Diligence Documents Objection. Buyer has the Right to Terminate under § 25.1, on or before Due 441 Diligence Documents Objection Deadline (§ 3), based on any unsatisfactory matter with the Due Diligence Documents, in 442 Buyer's sole subjective discretion. If all Due Diligence Documents under § 10.6 are not received by Buyer on or before Due 443 Diligence Documents Delivery Deadline (§ 3), then Buyer has the Right to Terminate under § 25.1 on or before the earlier of ten 444 days after Due Diligence Documents Objection Deadline (§ 3) or Closing. No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 9 of 9 445 10.7.2. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection 446 Deadline (§ 3), based on any unsatisfactory zoning, in Buyer's sole subjective discretion. 447 10.8. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the Property 448 including Phase I and Phase II Environmental Site Assessments, as applicable. ❑ Seller Buyer shall order or provide 449 ® Phase I Environmental Site Assessment, ❑ Phase II Environmental Site Assessment (compliant with ASTM E1527-05 450 standard practices for Environmental Site Assessments) and/or 0 , at the expense of 451 ❑ Seller ® Buyer (Environmental Inspection). In addition, Buyer may also conduct an evaluation whether the Property 452 complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations shall be conducted at such 453 times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, if any. 454 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the 455 Environmental Inspection Objection Deadline (§ 3) shall be extended by 45 days (Extended Environmental Inspection 456 Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date (§ 3), 457 the Closing Date (§ 3) shall be extended a like period of time. 458 Buyer has the Right to Terminate under § 25.1, on or before Environmental Inspection Objection Deadline (§ 3), or if 459 applicable, the Extended Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental 460 Inspection, in Buyer's sole subjective discretion. 461 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Objection Deadline (§ 3), based on any 462 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 463 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 464 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the 465 Lease or other writing received by Buyer. Seller shall not amend, alter, modify, extend or cancel any of the Leases nor shall Seller 466 enter into any new leases affecting the Property without the prior written consent of Buyer, which consent shall not be 467 unreasonably withheld or delayed. 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 11. TENANT ESTOPPEL STATEMENTS. 11.1. Tenant Estoppol Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller shall obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of such occupant's or tenant's lease and any amendments (Lease) stating: 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or amendments; 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to Seller; 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 1L1.5. That there is no default under the terms of said Lease by landlord or occupant; and 11.1.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising the premises it describes. 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under § 25.1, on or before Tenant Estoppel Statements Objection Deadline (§ 3), based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline (§ 3). Buyer shall also have the unilateral right to waive any unsatisfactory Estoppel Statement. CLOSING PROVISIONS 486 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 487 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to 488 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 489 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender shall be required to provide the 490 Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer's new loan. Buyer 491 and Seller will furnishany additional information and documents required by Closing Company that will be necessary to complete 492 this transaction. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. 493 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions O Are II Are Not executed with 494 this Contract. 495 123. Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified 496 as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 497 the title company 498 No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 10 of 10 499 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 500 between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 501 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 502 other terms and provisions hereof, Seller shall execute and deliver a good and sufficient special warranty deed to 503 Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 504 provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements 505 installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: 506 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 507 accepted by Buyer in accordance with Record Title (§ 8.1), 508 13.2. Distribution utility easements (including cable TV), 509 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 510 knowledge and which were accepted by Buyer in accordance with Off -Record Title (§ 8.2) and Current Survey Review (§ 9), 511 13.4. Inclusion of the Property within any special taxing district, and 512 13.5. Other: none 513 514 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the 515 proceeds of this transaction or from any other source. 516 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 517 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required 518 to be paid at Closing, except as otherwise provided herein. 519 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by O Buyer O Seller 520 )rI One -Half by Buyer and One -Half by Seller O Other . 521 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 522 assessments (Status Letter) shall be paid by O Buyer O Seller ❑ One -Half by Buyer and One -Half by Seller ® None. 523 Any record change fee assessed by the Association including, but not limited to, ownership record transfer fees regardless of name 524 or title of such fee (Association's Record Change Fee) shall be paid by O Buyer ❑ Seller O One -Half by Buyer and One - 525 Half by Seller El None. See § 15.5 for Private Transfer Fees. 526 15.4. Local Transfer Tax. O The Local Transfer Tax of % of the Purchase Price shall be paid at Closing 527 by ❑ Buyer O Seller ❑ One -Half by Buyer and One -Half by Seller 0 None. 528 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 529 as community association fees, developer fees and foundation fees, shall be paid at Closing by O Buyer ❑ Seller O One -Half 530 by Buyer and One -Half by Seller -0 None. The Private Transfer Fee, whether one or more, is for the following association(s): 531 in the total amount of % of the Purchase Price or $ . 532 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed: 533 $ for O Water Stock/Certificates O Water District 534 $ for O Augmentation Membership ❑ Small Domestic Water Company O 535 and shall be paid at Closing by O Buyer ❑ Seller O One -Half by Buyer and One -Half by Seller ❑ None. 536 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by 537 O Buyer O Seller O One -Half by Buyer and One -Half by Seller ►i None. 538 16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided: 539 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 540 year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing ❑ Most Recent Mill Levy and 541 Most Recent Assessed Valuation or ® Other Seller is a tax exempt entity. Buyer shall pay taxes owed subsequent to Closing. 542 16.2. Rents. Rents based on ® Rents Actually Received ❑ Accrued. At Closing, Seller shall transfer or credit to 543 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of 544 such transfer and of the transferee's name and address. Seller shall assign to Buyer all Leases in effect at Closing and Buyer shall 545 assume Seller's obligations under such Leases. 546 163. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 547 advance shall be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred 548 maintenance by the Association shall not be credited to Seller except as may be otherwise provided by the Governing Documents. 549 Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. 550 Any special assessment assessed prior to Closing Date (§ 3) by the Association shall be the obligation of ❑ Buyer ❑ Seller. 551 Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's 552 signature hereon, whether assessed prior to or after Closing, shall be the obligation of Seller. Seller represents that the Association 553 Assessments are currently payable at $ per and that there are no unpaid regular or special No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 11 of 11 554 assessments against the Property except the current regular assessments and . Such 555 assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the Association to 556 deliver to Buyer before Closing Date (§ 3) a current Status Letter. 557 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan, and 558 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 559 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date (§ 3) at Possession Time (§ 3), 560 subject to the following Leases or tenancies: Lease between Seller and Buyer 561 562 563 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally 564 liable to Buyer for payment of $1,000.00 per day (or any part of a day notwithstanding § 18.1) from Possession Date (§ 3) and 565 Possession Time (§ 3) until possession is delivered. 566 GENERAL PROVISIONS 567 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 568 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States 569 Mountain Time (Standard or Daylight Savings as applicable). 570 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, 571 the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline falls on a Saturday, Sunday or 572 federal or Colorado state holiday (Holiday), such deadline ® Shall 0 Shall Not be extended to the next day that is not a 573 Saturday, Sunday or Holiday. Should neither box be checked, the deadline shall not be extended. 574 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 575 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the 576 condition existing as of the date of this Contract, ordinary wear and tear excepted. 577 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 578 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), Seller shall be 579 obligated to repair the same before Closing Date (§ 3). Buyer has the Right to Terminate under § 25.1, on or before Closing Date 580 (§ 3), if the Property Damage is not repaired before Closing Date (§ 3) or if the damage exceeds such sum. Should Buyer elect to 581 early out this Contract despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that 582 were received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the 583 amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller 584 has not received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option 585 of Buyer, Seller shall assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such 586 insurance policy, but not to exceed the total Purchase Price. 587 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 588 system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged between the date 589 of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of 590 such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the 591 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance 592 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 593 replaced on or before Closing or possession, whichever shall be earlier, Buyer has the Right to Terminate under § 25.1, on or 594 before Closing Date (§ 3), or, at the option of Buyer, Buyer shall be entitled to a credit at Closing for the repair or replacement of 595 such inclusion or Service. Such credit shall not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any 596 claim against the Association, if any, shall survive Closing. Seller and Buyer are aware of the existence of pre -owned home 597 warranty programs that may be purchased and may cover the repair or replacement of such Inclusions. 598 193. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 599 result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify Buyer, in writing, of such condemnation 600 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on such condemnation action, in 601 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 602 Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the 603 diminution in the value of the Property or Inclusions but such credit shall not include relocation benefits or expenses, or exceed the 604 Purchase Price. 605 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 606 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 12 of 12 607 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 608 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 609 of title and consultation with legal and tax or other counsel before signing this Contract. 610 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 611 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 612 hereunder is not performed or waived as herein provided, the nondefaulting party has the following remedies: 613 21.1. If Buyer is in Default: 614 O 21,1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money 615 (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller may recover such damages as may be 616 proper; or Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or 617 damages, or both. 618 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 shall apply unless the box in $ 21.1.1 is checked. All 619 Earnest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be 620 released from all obligations hereunder. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and 621 not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said 622 payment of Earnest Money shall be SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. 623 Seller expressly waives the remedies of specific performance and additional damages. 624 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 625 hereunder shall be returned and Buyer may recover suchdamages as may be proper, or Buyer may elect to treat this Contract as 626 being in full force and effect and Buyer has the right to specific performance or damages, or both. 627 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 628 or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall award to the prevailing party 629 all reasonable costs and expenses, including attorney fees, legal fees and expenses. 630 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 631 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 632 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 633 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 634 share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute 635 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 636 last known address. This section shall not alter any date in this Contract, unless otherwise agreed. 637 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest 638 Money as directed bywritten mutualinstructions,.. signed by both Buyer and. Seller. Inthe eventofany controversy regarding the 639 Earnest Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action. 640 Earnest Money Holder, at its sole subjective discretion, has several options: (1) await any proceeding, (2) interplead all parties and 641 deposit Earnest Money into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, or 642 (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim 643 (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money 644 Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event Earnest 645 Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest Money Holder 646 shall disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of Mediation (§ 23). 647 25. TERMINATION. 648 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 649 termination shall be effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such 650 written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not 651 received on or before the specified deadline, the party with the Right to Terminate shall have accepted the specified matter, 652 document or condition as satisfactory and waived the Right to Terminate under such provision. 653 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder shall be 654 returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 655 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL This Contract, its exhibits and specified addenda, constitute 656 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or 657 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall 658 be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this 659 Contract that, by its terms, exists or is intended to be performed after termination or Closing shall survive the same. No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 13 of 13 660 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 661 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a signed 662 document or notice, from or on behalf of Seller, and delivered to Buyer shall be effective when physically received by Buyer, any 663 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 664 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23) and except as provided in 665 § 27.2. Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller shall be 666 effective when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative 667 of Seller, or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation 668 described in § 23) and except as provided in § 27.2. 669 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or 670 written notice may be delivered in electronic form only by the following indicated methods: ® Facsimile P( Email 0 Internet 671 0 No Electronic Delivery. If the box "No Electronic Delivery" is checked, this § 27.2 shall not be applicable and § 27.1 shall 672 govern notice and delivery. Documents with original signatures shall be provided upon request of any party. 673 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance 674 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 675 located in Colorado. 676 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and 677 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or 678 before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document shall become a contract 679 between Seller and Buyer. A copy of this Contract may be executed by each party, separately, and when each party has executed a 680 copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 681 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not 682 limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), 683 Record Title and Off -Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection, Indemnity, 684 Insurability and Due Diligence (§ 10). 685 ADDITIONAL PROVISIONS AND ATTACHMENTS 686 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 687 Commission.) 688 689 690 691 31. ATTACHMENTS. 692 31.1. The following attachments are a part of this Contract: 693 694 695 696 31.2. The following disclosure forms are attached but are not a part of this Contract: 697 698 699 700 Buyer's A f e: NCMC, Inc. u r' 'gnat dress: Phone No.: SIGNATURES ate Buyer's Name: Buyer's Signature 1801 16th Street, Greeley, Colorado 80631 Address: Phone No.: Date No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 14 of 14 Fax No.: Fax No.: Electronic Address: Electronic Address: 701 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 32] Seller's Name: Attest: The County of Weld, a body corporate and politic of the State of Colorado, by and through its Board aunty Commissioners 2� 01 Sell;V Si_ ure: William F. Garcia, Chairman. Date Signature: Deputy Clerk to the Boar Clerit'to the Board Address: P.O. Box 758, 1150 O Street, Greeley, Colorado 80632 Phone No.: Fax No.: Electronic Address: Address: Phone No.: Fax No.: Electronic Address: 702 32. COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected. 703 Initials only of party (Buyer or Seller) who countered or rejected offer 704 END OF CONTRACT TO BUY AND SELL REAL ESTATE T 2 8 2013 33. BROKER'S ACKNOWLEDCMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker worlcing with Buyer) Brokerage Firm's Name: Broker's Name: Address: Phone No.: Fax No.: Electronic Address: Broker's Signature Date (To be completed by Broker working with Seller) Baker O Does O Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) —receipt of the Page 15 of 15 a>v/� executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a ❑ Seller's Agent 0 Buyer's Agent 0 Transaction Broker in this transaction. ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by 0 Seller ❑ Buyer 0 Other Brokerage Firm's Name: Broker's Name: Broker's Signature Date Address: Phone No.: Fax No.: Electronic Address: No. CBS3-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 16 of 16 DEPARTMENT OF BUILDINGS AND GROUNDS PHONE: (970) 304-6531 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 September 23, 2013 To: Board of County Commissioners From: Toby Taylor Subject: 3401 11th Ave. Evans Property; Bid #61300162 As advertised, this bid was for the sale of the property located at 3401 11th Avenue, Evans, CO. The low bid is from NCMC Inc. for the amount of $360,100. Therefore, Buildings & Grounds is recommending the bid be awarded NCMC Inc. If you have any questions, please contact me at extension 2023. Sincerely, Toby Taylor Director 9/o -zo\3 - Z6og -36 oo ‘S WELD COUNTY PURCHASING 1150 O Street Room 107, Greeley CO 80631 E -Mail: mwalters(a�co.weld.co.us E-mail: reverett(c�co.weld.co.us Phone: (970) 356-4000, Ext 4222 or 4223 Fax: (970) 336-7226 DATE OF BID: SEPTEMBER 13TH 2013 REQUEST FOR: SALE OF PROPERTY - EVANS AMBULANCE SITE DEPARTMENT: BLDGS & GRDS DEPT BID NO: #B1300162 PRESENT DATE: SEPTEMBER 16TH 2013 APPROVAL DATE: SEPTEMBER 30TH, 2013 VENDORS TOTAL NCMC INC 1801 16TH STREET GREELEY CO 80631 **TOBY TAYLOR IS REVIEWING THE BIDS AT THIS TIME. $360,100.00 2013-2608 Ia ©o%S Hello