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Home My WebLink About20131546.tiffRESOLUTION RE: APPROVE CONTRACT AND ADDENDUM TO BUY AND SELL REAL ESTATE AND AUTHORIZE CHAIR TO SIGN ANY NECESSARY DOCUMENTS - CITY OF GREELEY WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract and Addendum to Buy and Sell Real Estate for the Sale of a Parcel of Land in the East 1/2 of Section 33, Township 6 North, Range 66 West of the 6th P.M., Weld County, Colorado, between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and the City of Greeley, commencing upon full execution, with further terms and conditions being as stated in said contract and addendum, and WHEREAS, after review, the Board deems it advisable to approve said contract and addendum, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract and Addendum to Buy and Sell Real Estate for the Sale of a Parcel of Land between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and the City of Greeley, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign any necessary documents. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 19th day of June, A.D., 2013. BOARD OF COUNTY COMMISSIONERS WELD CO l}f TY, COLORADO ATTEST: Weld County Clerk to the Board BY: Deput Jerk to the APPROVED AS TO FOR ounty Attorney Date of signature: JUL 0 2 2013 Sean P. Conway 2 Mike Freemancet— v XCUSED Barbara Kirkmeyer CO are city, /0-7- aaS 2013-1546 PR0033 1 2 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS4-9-12) (Mandatory 1-13) 7 8 9 10 I 12 13 14 CONTRACT TO BUY AND SELL REAL ESTATE (LAND) (❑� Property with No Residences) (El Property with Residences -Residential Addendum Attached) AGREEMENT Date: 15 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property 16 described below on the terms and conditions set forth in this contract (Contract). 17 2. PARTIES AND PROPERTY. IS 2.1. Buyer. Buyer, City of Greeley, a municipal corporation, acting by and through its Water and Sewer Board will take title to the Property 19 described below as ❑ Joint Tenants ❑ Tenants In Common ❑ Other 20 2.2. Assignability and Inurement. This Contract ❑ Shall ❑ Shall Not be assignable by Buyer without Seller's prior 21 written consent. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal 22 representatives, successors and assigns of the parties. 23 2.3. Seller. Seller, Weld County , is the current owner of the 24 Property described below. 25 2.4. Property. The Property is the following legally described real estate in the County of Weld , Colorado: 26 A parcel of land in the East 1/2 of Section 33, Township 6 North, Range 66 West, 6th P.M., Weld County, Colorado 27 as more particularly described in Exhibit A attached hereto and incorporated herein. 28 29 30 known as No. 31 Street Address City State Zip 32 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of 33 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 34 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 35 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract. 36 Other Fixtures: N/A 37 38 39 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in the Purchase 40 Price. 41 2.5.2. Personal Property. If on the Property, whether attached or not, on the date of this Contract, the following 42 items are included: 43 N/A 44 45 Other Personal Property: 46 N/A 47 48 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except 49 personal property taxes for the year of Closing), liens and encumbrances, except N/A 50 Conveyance shall be by bill of sale or other applicable legal instrument. 51 2.5.3. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: 52 N/A 53 2013-1546 CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page I of 16 54 The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal 55 property taxes for the year of Closing), liens and encumbrances, except N/A . Conveyance 56 shall be by bill of sale or other applicable legal instrument. 57 2.5.4. Water Rights, Water and Sewer Taps. 58 2.5.4.1. Deeded Water Rights. The following legally described water rights: 59 N/A 60 61 Any water rights shall be conveyed by ❑ N/A Deed ❑ Other applicable legal instrument. 62 D 2.5.4.2. Well Rights. If any water well is to be transferred to Buyer, Seller agrees to supply required 63 information about such well to Buyer. Buyer understands that if the well to be transferred is a Small Capacity Well or a Domestic 64 Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or at Closing, complete a Change in Ownership 65 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of 66 Natural Resources (Division), Buyer shall complete a registration of existing well form for the well and pay the cost of 67 registration. If no person will be providing a closing service in connection with the transaction, Buyer shall file the form with the 68 Division within sixty days after Closing. The Well Permit # is 69 2.5.4.3. 9 Water Stock Certificates: 70 N/A 71 72 2.5.4.4. 9 Water Tap ❑ Sewer Tap 73 Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time 74 and other restrictions for transfer and use of the tap. 75 2.5.4.5. Other Rights: 76 N/A 77 78 2.5.5. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 79 N/A 80 81 2.6. Exclusions. The following items are excluded (Exclusions): 82 None. 83 84 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 15 days after MEC 3 § 7.5 Exceptions Request Deadline 15 days after MEC 4 § 8.1 Record Title Objection Deadline 45 days after MEC 5 § 8.2 Off -Record Title Deadline 15 days after MEC 6 § 8.2 Off -Record Title Objection Deadline 45 days after MEC 7 § 8.3 Title Resolution Deadline 60 days after MEC 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 II § 10.1 Seller's Property Disclosure Deadline 15 days after MEC 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 Appraisal 19 § 6.2 Appraisal Deadline 15 days after MEC 20 § 6.2 Appraisal Objection Deadline 30 days after MEC CBS4-9-I2. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 2 of 16 Item No. Reference Event Dale or Deadline Survey 21 § 9.1 Current Survey Deadline N/A 22 § 9.2 Current Survey Objection Deadline N/A Inspection and Due Diligence 23 § 10.2 Inspection Objection Deadline 45 days after MEC 24 § 10.3 Inspection Resolution Deadline 60 days after MEC 25 § 10.5 Property Insurance Objection Deadline 45 days after MEC 26 § 10.6 Due Diligence Documents Delivery Deadline 15 days after MEC 27 § 10.7 Due Diligence Documents Objection Deadline 60 days after MEC 28 § 10.8 Environmental Inspection Objection Deadline 60 days after MEC 29 § 10.8 ADA Evaluation Objection Deadline 45 days after MEC 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 90 days after MEC 33 § 17 Possession Date at Closing 34 § 17 Possession Time at Closing 35 § 28 Acceptance Deadline Date June 19, 2013 36 § 28 Acceptance Deadline Time 5:00 pm 85 Note: Applicability of Terms. 86 Any box, blank or line in this Contract left blank or completed with the abbreviation "N/A", or the word "Deleted" means such 87 provision in Dates and Deadlines (§ 3), including any deadline, is not applicable and the corresponding provision of this Contract 88 to which reference is made is deleted. 89 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 90 4. PURCHASE PRICE AND TERMS. 91 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 $1,062,000.00 2 § 4.2 Earnest Money $ 3 § 4.5 New Loan $ 4 § 4.6 Assumption Balance $ 5 § 4.7 Seller or Private Financing $ 6 7 8 § 4.3 Cash at Closing $ 9 TOTAL $1,062,000.00 $1.062.000O0 92 4.2. Seller Concession. Seller, at Closing, shall credit, as directed by Buyer, an amount of $ N/A to assist 93 with any and all of the following: Buyer's closing costs, (Seller Concession). Seller Concession is in addition to any sum Seller has 94 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate 95 of what is allowed by Buyer's lender as set forth in the Closing Statement, Closing Disclosure or HUD -1, at Closing. 96 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of electronic funds transfer 97 shall be payable to and held by Unified Title Company, whose address is 4745 Boardwalk Drive #D101, Fort Collins, CO 80525 98 (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be 99 tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline (§ 3) for its 100 payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), 101 if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred 102 to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and 103 agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be 104 transferred to such fund. 105 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 106 time of tender of this Contract is as set forth as the Alternative Earnest Money Deadline (§ 3). CBS4-9-12. CONTRACT TO BUY AM) SELL REAL ESTATE (LAND) Page 3 of 16 107 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer shall be 108 entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as 109 provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to 110 execute and return to Buyer or Broker working with Buyer, written mutual instructions, i.e., Earnest Money Release form, within 111 three days of Seller's receipt of such form. 112 4.4. Form of Funds; Time of Payment; Funds Available. 113 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 114 and closing costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 115 check, savings and loan teller's check and cashier's check (Good Funds). 116 4.4.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the 117 parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY SHALL BE IN DEFAULT. 118 Buyer represents that Buyer, as of the date of this Contract, ❑� Does ❑ Does Not have funds that are immediately verifiable and 119 available in an amount not less than the amount stated as Cash at Closing in § 4.1. 120 4.5. New Loan. 121 4.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 4.4, if applicable, shall timely pay Buyer's loan 122 costs, loan discount points, prepaid items and loan origination fees, as required by lender. 123 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 124 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 or § 30 (Additional Provisions). 125 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 126 ❑ Conventional ❑ Other N/A 127 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption 128 Balance set forth in § 4.1, presently payable at $ N/A per including principal and interest 129 presently at the rate of % per annum, and also including escrow for the following as indicated: ❑ Real Estate Taxes 130 ❑ Property Insurance Premium and ❑ N/A . 131 Buyer agrees to pay a loan transfer fee not to exceed $ WA . At the time of assumption, the new interest rate shall 132 not exceed % per annum and the new payment shall not exceed $ per principal and 133 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, 134 which causes the amount of cash required from Buyer at Closing to be increased by more than $ , then Buyer has 135 the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on the reduced amount of the actual principal balance. 136 Seller ❑ Shall ❑ Shall Not be released from liability on said loan. If applicable, compliance with the requirements for 137 release from liability shall be evidenced by delivery ❑ on or before Loan Transfer Approval Deadline (§ 3) ❑ at Closing of 138 an appropriate letter of commitment from lender. Any cost payable for release of liability shall be paid by 139 in an amount not to exceed $ . 140 4.7. Seller or Private Financing. Buyer agrees to execute a promissory note payable to N/A 141 as ❑ Joint Tenants ❑ Tenants In Common ❑ Other , on the note form as indicated: 142 ❑ (Default Rate) NTD81-10-06 ❑ Other secured by a 143 (1st, 2nd, etc.) deed of trust encumbering the Property, using the form as indicated: 144 ❑ Due on Transfer — Strict (TD72-8-10) O Due on Transfer — Creditworthy (TD73-8-10) ❑ Assumable — Not Due on 145 Transfer (TD74-8-10) ❑ Other 146 The promissory note shall be amortized on the basis of ❑ Years ❑ Months, payable at $ 147 per including principal and interest at the rate of % per annum. Payments shall commence 148 and shall be due on the day of each succeeding . If not sooner paid, the balance of 149 principal and accrued interest shall be due and payable after Closing. I50 Payments ❑ Shall ❑ Shall Not be increased by of estimated annual real estate taxes, and ❑ Shall ❑ Shall 151 Not be increased by of estimated annual property insurance premium. The loan shall also contain the following 152 terms: (1) if any payment is not received within days after its due date, a late charge of % of such payment 153 shall be due; (2) interest on lender disbursements under the deed of trust shall be % per annum; (3) default interest rate 154 shall be % per annum; (4) Buyer may prepay without a penalty except , 155 and (5) Buyer ❑ Shall ❑ Shall Not execute and deliver, at Closing, a Security Agreement and UCC-1 Financing Statement 156 granting the holder of the promissory note a (1st, 2nd, etc.) lien on the personal property included in this sale. 157 Buyer ❑ Shall ❑ Sha6 Not provide a mortgagee's title insurance policy, at Buyer's expense. 158 TRANSACTION PROVISIONS 159 5. FINANCING CONDITIONS AND OBLIGATIONS. 160 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 161 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, shall make an application verifiable 162 by such lender, on or before Loan Application Deadline (§ 3) and exercise reasonable efforts to obtain such loan or approval. CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 4 of 16 163 5.2. Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 164 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 165 availability, payments, interest rate, terms, conditions, and cost of such New Loan. This condition is for the sole benefit of Buyer. 166 Buyer has the Right to Terminate under § 25.1, on or before Loan Objection Deadline (§ 3), if the New Loan is not satisfactory to 167 Buyer, in Buyer's sole subjective discretion. IF SELLER DOES NOT TIMELY RECEIVE WRITTEN NOTICE TO 168 TERMINATE, BUYER'S EARNEST MONEY SHALL BE NONREFUNDABLE, except as otherwise provided in this 169 Contract (e.g., Appraisal, Title, Survey). 170 5.3. Credit Information and Buyer's New Senior Loan. If Buyer is to pay all or part of the Purchase Price by 171 executing a promissory note in favor of Seller, or if an existing loan is not to be released at Closing, this Contract is conditional 172 (for the sole benefit of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval shall be at 173 Seller's sole subjective discretion. In such case: (I) Buyer shall supply to Seller by Buyer's Credit Information Deadline (§ 3), 174 at Buyer's expense, information and documents (including a current credit report) concerning Buyer's financial, employment and 175 credit condition and Buyer's New Senior Loan, defined below, if any; (2) Buyer consents that Seller may verify Buyer's financial 176 ability and creditworthiness; (3) any such information and documents received by Seller shall be held by Seller in confidence, and 177 not released to others except to protect Seller's interest in this transaction; and (4) in the event Buyer is to execute a promissory 178 note secured by a deed of trust in favor of Seller, this Contract is conditional (for the sole benefit of Seller) upon Seller's approval 179 of the terms and conditions of any New Loan to be obtained by Buyer if the deed of trust to Seller is to be subordinate to Buyer's 180 New Loan (Buyer's New Senior Loan). If the Cash at Closing is less than as set forth in § 4.1 of this Contract or Buyer's New 181 Senior Loan changes from that approved by Seller, Seller has the Right to Terminate under § 25.1, at or before Closing. If Seller 182 disapproves of Buyer's financial ability, creditworthiness or Buyer's New Senior Loan, in Seller's sole subjective discretion, Seller 183 has the Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline (§ 3). I84 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller shall deliver copies of the loan 185 documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline (§ 3). For the 186 sole benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. 187 Buyer has the Right to Terminate under § 25.1, on or before Existing Loan Documents Objection Deadline (§ 3), based on any 188 unsatisfactory provision of such loan documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the 189 Property is required, this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, 190 except as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline (§ 3), this Contract shall 191 terminate on such deadline. Seller has the Right to Terminate under § 25.1, on or before Closing, in Seller's sole subjective 192 discretion, if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth 193 in § 4.6. 194 6. APPRAISAL PROVISIONS. 195 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs (Requirements) to be made to 196 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, Seller has the Right to 197 Terminate under § 25.1, (notwithstanding § 10 of this Contract), on or before three days following Seller's receipt of the 198 Requirements, based on any unsatisfactory Requirements, in Seller's sole subjective discretion. Seller's Right to Terminate in this 199 § 6.1 shall not apply if, on or before any termination by Seller pursuant to this § 6.1: (I) the parties enter into a written agreement 200 regarding the Requirements; or (2) the Requirements have been completed; or (3) the satisfaction of the Requirements is waived in 201 writing by Buyer. 202 6.2. Appraisal Condition. The applicable Appraisal provision set forth below shall apply to the respective loan type set 203 forth in § 4.5.3, or if a cash transaction, i.e. no financing, § 6.2.1 shall apply. 204 6.2.1. ConventionaUOther. Buyer has the sole option and election to terminate this Contract if the Property's 205 valuation, determined by an appraiser engaged on behalf of Buyer 206 is less than the Purchase Price. The appraisal shall be received by Buyer or Buyer's lender on or before Appraisal Deadline (§ 3). 207 Buyer has the Right to Terminate under § 25.1, on or before Appraisal Objection Deadline (§ 3), if the Property's valuation is 208 less than the Purchase Price and Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the 209 Property's valuation is less than the Purchase Price. This § 6.2.1 is for the sole benefit of Buyer. 210 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be timely paid by 211 Buyer ❑ Seller. The cost of the appraisal may include any and all fees paid to the appraiser, appraisal management company, 212 lender's agent or all three. 213 7. EVIDENCE OF TITLE AND ASSOCIATION DOCUMENTS. 214 7.1. ❑ Seller Selects Title Insurance Company. If this box is checked, Seller shall select the title insurance company 215 to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline (§ 3), Seller shall furnish to 216 Buyer, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or 217 if this box is checked, O an Abstract of title certified to a current date. Seller shall cause the title insurance policy to be issued 218 and delivered to Buyer as soon as practicable at or after Closing. CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 5 of 16 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 7.6.6. Association Documents to Buyer. 272 ❑ 7.6.6.1. Seller to Provide Association Documents. Seller shall cause the Association Documents to be 273 rovided to Buyer, at Seller's expense, on or before Association Documents Deadline (§ 3). 274 7.6.6.2. Seller Authorizes Association. Seller authorizes the Association to provide the Association 275 Documents to Buyer, at Seller's expense. 276 7.6.6.3. Seller's Obligation. Seller's obligation to provide the Association Documents shall be fulfilled 277 upon Buyer's receipt of the Association Documents, regardless of who provides such documents. 7.2. El Buyer Selects Title Insurance Company. If this box is checked, Buyer shall select the title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline (§ 3), Buyer shall furnish to Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. If neither box in § 7.1 or § 7.2 is checked, § 7.1 applies. 7.3. Owner's Extended Coverage (OEC). The Title Commitment ❑� Shall O Shall Not commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing (OEC). Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 7.3.1. Premium for OEC. If the title insurance company agrees to provide an endorsement for OEC, any additional premium expense to obtain an endorsement for OEC shall be paid by ❑ Buyer D Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other 7.4. Buyer's Right to Review Title Commitment and Title Documents. Buyer has the right to review the Title Commitment, its provisions and Title Documents (defined in § 7.5), and if not satisfactory to Buyer, Buyer may exercise Buyer's rights pursuant to § 8.1. 7.5. Copies of Exceptions. Unless the box in § 7.2 is checked (Buyer Selects Title Insurance Company) on or before Record Title Deadline (§ 3), Seller, at Seller's expense, shall furnish to Buyer and , (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment is required to be furnished, and if this box is checked Copies of any Other Documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to furnish these documents pursuant to this section if requested by Buyer any time on or before Exceptions Request Deadline (§ 3). This requirement shall pertain only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The Abstract or Title Commitment, together with any copies or summaries of such documents furnished pursuant to this section, constitute the title documents (collectively, Title Documents). 7.5.1. Existing Abstracts of Title. Seller shall deliver to Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract) in Seller's possession on or before Record Title Deadline (§ 3). 7.6. Homeowners' Association Documents. Homeowners' Association Documents (Association Documents) consist of the following: N/A 7.6.1. All Homeowners' Association declarations, bylaws, operating agreements, rules and regulations, party wall agreements; 7.6.2. Minutes of most recent annual owners' meeting; 7.6.3. Minutes of any directors' or managers' meetings during the six-month period immediately preceding the date of this Contract. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.6.1, 7.6.2 and 7.6.3, collectively, Governing Documents). 7.6.4. The most recent financial documents which consist of: (1) annual and most recent balance sheet, (2) annual and most recent income and expenditures statement, (3) annual budget, and (4) reserve study, if any (collectively, Financial Documents). ,4S Common Intcrcst Community Disclosure. TILE PROPERTY IS LOCATED WITHIN A COMMON OF TILE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF TILE OWNER'S ASSOCIATION FOR TILE ASSOCIATION. TILE DECL %RATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL ASSOCIATION (OR A COMMITTEE OF TILE ASSOCIATION) AND THE APPROVAL OF TILE ASSOCIATION. CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 6 of 16 278 Note: If neither box in this § 7.6.6 is checked, the provisions of § 7.6.6.1 shall apply. 279 7.6.7. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the 280 Right to Terminate under § 25.1, on or before Association Documents Objection Deadline (§ 3), based on any unsatisfactory 281 provision in any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association 282 Documents after Association Documents Deadline (§ 3), Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by 283 Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer 284 does not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by 285 Seller after Closing Date (§ 3), Buyer's Notice to Terminate shall be received by Seller on or before Closing (§ 12.3). If Seller 286 does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as 287 satisfactory, and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.5. 288 289 8. RECORD TITLE AND OFF -RECORD TITLE. 290 8.1. Record Title. Buyer has the right to review and object to any of the Title Documents (Right to Object to Title, 291 Resolution), as set forth in § 8.3. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment, 292 notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If Buyer objects to any of 293 the Title Documents, Buyer shall cause Seller to receive Buyer's Notice to Terminate or Notice of Title Objection on or before 294 Record Title Objection Deadline (§ 3). If Title Documents are not received by Buyer, on or before the Record Title Deadline 295 (§ 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 296 and the modified Title Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate 297 or Notice of Title Objection on or before ten days after receipt by Buyer of the following documents: (1) any required Title 298 Document not timely received by Buyer, (2) any change to the Title Documents, or (3) endorsement to the Title Commitment. If 299 Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.1 (Record Title), any title objection 300 by Buyer and this Contract shall be governed by the provisions set forth in § 8.3 (Right to Object to Title, Resolution). If Seller 301 does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer 302 accepts the condition of title as disclosed by the Title Documents as satisfactory. 303 8.2. Off -Record Title. Seller shall deliver to Buyer, on or before Oft Record Title Deadline (§ 3), true copies of all 304 existing surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including, 305 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without 306 limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record 307 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 308 public records (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). Buyer's Notice to 309 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, 310 notwithstanding § 13), in Buyer's sole subjective discretion, shall be received by Seller on or before Off -Record Title Objection 311 Deadline (§ 3). If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.2 (Off -Record 312 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, 313 Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection on or before Off -Record Title 314 Objection Deadline (§ 3), Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. 315 Unless disclosed in writing, Seller represents and warrants that there are no Off -Record Matters. 316 8.3. Right to Object to Title, Resolution. Buyer's Right to Object to Title shall include, but not be limited to those 317 matters set forth in §§ 8.1 (Record Title), 8.2 (Off -Record Title) and 13 (Transfer of Title), in Buyer's sole subjective discretion 318 (collectively, Right to Object to Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the 319 option to either (I) object to the condition of title, or (2) terminate this Contract. 320 8.3.2. Title Resolution. If Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 (Record Title) or 321 § 8.2 (Off -Record Title), on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement 322 thereof on or before Title Resolution Deadline (§ 3), this Contract shall terminate on the expiration of Title Resolution Deadline 323 (§ 3), unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive 324 objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline 325 (§ 3). 326 8.3.3. Right to Terminate — Title Objection. Buyer has the Right to Terminate under § 25.1, on or before the 327 applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective discretion. 328 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 329 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 330 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 331 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 332 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 333 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 334 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 335 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 7 of 16 336 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 337 RECORDER, OR THE COUNTY ASSESSOR. 338 Buyer has the Right to Terminate under § 25.1, on or before Off -Record Title Objection Deadline (§ 3), based on any 339 unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion. 340 8.5. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to 341 approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder 342 of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract shall 343 terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract shall remain in full 344 force and effect. Seller shall promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal 345 or Contract approval has not occurred on or before Right of First Refusal Deadline (§ 3), this Contract shall then terminate. 346 8.6. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 347 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 348 including, without limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, 349 leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and 350 environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the 351 surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold interests in 352 oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to 353 enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to 354 timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record 355 Title Objection Deadline (§ 3) and Off -Record Objection Deadline (§ 3)]. 356 357 358 359 360 361 362 363 or provide, and pay, on or before Closing, the cost of an Improvement Location Certificate. 364 365 366 367 N/A 368 369 370 371 372 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 NIA 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 373 ❑ 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: 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, DUE DILIGENCE AND SOURCE 375 OF WATER. 376 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to deliver to 377 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 378 by Seller to Seller's actual knowledge, current as of the date of this Contract. 379 10.2. Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the 380 Property to Buyer in an "as is" condition, "where is" and "with all faults." Seller shall disclose to Buyer, in writing, any latent 381 defects actually known by Seller. Buyer, acting in good faith, has the right to have inspections (by one or more third parties, 382 personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, 383 including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other 384 mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and 385 communication services), systems and components of the Property, e.g. heating and plumbing, (4) any proposed or existing 386 transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect 387 or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer shall, on or before 388 Inspection Objection Deadline (§ 3): 389 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 8 of 16 390 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 391 Buyer requires Seller to correct. 392 Buyer has the Right to Terminate under § 25.1, on or before Inspection Objection Deadline (§ 3), if the Property or 393 Inclusions are unsatisfactory, in Buyer's sole subjective discretion. 394 10.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 395 Deadline (§ 3) and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 396 Deadline (§ 3), this Contract shall terminate on Inspection Resolution Deadline (§ 3) unless Seller receives Buyer's written 397 withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline 398 (§ 3). 399 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 400 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 401 Buyer's request (Work) and shall pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 402 shall not permit claims or liens of any kind against the Property for Work performed on the Property at Buyer's request. Buyer 403 agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller 404 and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 405 Seller to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable 406 attorney fees, legal fees and expenses. The provisions of this section shall survive the termination of this Contract. This § 10.4 407 does not apply to items performed pursuant to an Inspection Resolution. 408 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 409 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 410 Objection Deadline (§ 3), based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 411 10.6. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information pertaining to 412 the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline (§ 3): 413 10.6.1. All contracts relating to the operation, maintenance and management of the Property; 414 10.6.2. Property tax bills for the last N/A years; 415 10.6.3. As -built construction plans to the Property and the tenant improvements, including architectural, electrical, 416 mechanical, and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now available; 417 10.6.4. A list of all Inclusions to be conveyed to Buyer; 418 10.6.5. Operating statements for the past 20 years; 419 10.6.6. A rent roll accurate and correct to the date of this Contract; 420 10.6.7. All current leases, including any amendments or other occupancy agreements, pertaining to the Property 421 (Leases); 422 10.6.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet completed and 423 capital improvement work either scheduled or in process on the date of this Contract; 424 10.6.9. All insurance policies pertaining to the Property and copies of any claims which have been made for the past 425 20 years; 426 10.6.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered earlier 427 under § 8.2); 428 10.6.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, letters, test 429 results, advisories, and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other toxic 430 hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession 431 or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller; 432 10.6.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the Property 433 with said Act; 434 10.6.13. All permits, licenses and other building or use authorizations issued by any governmental authority with 435 jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and 436 10.6.14. Other Documents: ^^,.a.�d�m.,an ��e�. ..z ..��,a , ,�sAP.,,,.,and",' Id,,.)thp. mP.a.athe Mer'"I pPR ,"�.m. 437 10.7. Due Diligence Documents Conditions. Buyer has the right to review and object to Due Diligence Documents, 438 zoning and any use restrictions imposed by any governmental agency with jurisdiction over the Property (Zoning), in Buyer's sole 439 subjective discretion, and has the right to object if Seller fails to deliver to Buyer all Due Diligence Documents. Buyer shall also 440 have the unilateral right to waive any condition herein. 441 10.7.1. Due Diligence Documents Objection. Buyer has the Right to Terminate under § 25.1, on or before Due 442 Diligence Documents Objection Deadline (§ 3), based on any unsatisfactory matter with the Due Diligence Documents in 443 Buyer's sole subjective discretion. If all Due Diligence Documents under § 10.6 are not received by Buyer on or before Due 444 Diligence Documents Delivery Deadline (§ 3), then Buyer has the Right to Terminate under § 25.1 on or before the earlier of ten 445 days after Due Diligence Documents Objection Deadline (§ 3) or Closing. 446 10.7.2. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection 447 Deadline (§ 3), based on any unsatisfactory zoning, in Buyer's sole subjective discretion. CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 9 of 16 448 10.7.3. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does 449 ❑ Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source 450 of potable water for the Property. Buyer ❑ Does ❑ Does Not acknowledge receipt of a copy of the current well permit. ❑ There 451 is No Well. 452 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 453 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 454 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 455 10.8. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the Property 456 including Phase I and Phase II Environmental Site Assessments, as applicable. ❑ Seller IE Buyer shall order or provide ❑t 457 Phase I Environmental Site Assessment, Phase II Environmental Site Assessment (compliant with ASTM E1527-05 458 standard practices for Environmental Site Assessments) and/or ❑ at the expense of ❑ Seller ❑� 459 Buyer (Environmental Inspection). In addition, Buyer may also conduct an evaluation whether the Property complies with the 460 Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations shall be conducted at such times as are 461 mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, if any. 462 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the 463 Environmental Inspection Objection Deadline (§ 3) shall be extended by 15 days (Extended Environmental Inspection 464 Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date (§ 3), 465 the Closing Date (§ 3) shall be extended a like period of time. 466 Buyer has the Right to Terminate under § 25.1, on or before Environmental Inspection Objection Deadline (§ 3), or if 467 applicable the Extended Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental 468 Inspection, in Buyer's sole subjective discretion. 469 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Objection Deadline (§ 3), based on any 470 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 471 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 472 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the 473 Lease or other writing received by Buyer. Seller shall not amend, alter, modify, extend or cancel any of the Leases nor shall Seller 474 enter into any new leases affecting the Property without the prior written consent of Buyer, which consent shall not be 475 unreasonably withheld or delayed. 476 11. TENANT ESTOPPEL STATEMENTS. 477 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. 478 Seller shall obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), statements in a form and 479 substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of 480 such occupant's or tenant's lease and any amendments (Lease) stating: 481 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 482 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 483 amendments; 484 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to Seller; 485 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 486 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 487 11.1.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising 488 the premises it describes. 489 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under § 25.1, on or before Tenant 490 Estoppel Statements Objection Deadline (§ 3), based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective 491 discretion or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline (§ 3). Buyer 492 shall also have the unilateral right to waive any unsatisfactory Estoppel Statement. 493 CLOSING PROVISIONS 494 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 495 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to 496 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 497 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender shall be required to provide the 498 Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer's new loan. Buyer 499 and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete 500 this transaction. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. 501 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑� Are Not executed with 502 this Contract. CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 10 of 16 503 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified 504 as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 505 Buyer at 2:00 pm at the Title Company 506 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 507 between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 508 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 509 other terms and provisions hereof, Seller shall execute and deliver a good and sufficient General Warranty deed 510 to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 511 provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements 512 installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: 513 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 514 accepted by Buyer in accordance with Record Title (§ 8.1), 515 13.2. Distribution utility easements (including cable TV), 516 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 517 knowledge and which were accepted by Buyer in accordance with Off -Record Title (§ 8.2) and Current Survey Review (§ 9), 518 13.4. Inclusion of the Property within any special taxing district, and 519 13.5. Other 520 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the 521 proceeds of this transaction or from any other source. 522 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 523 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required 524 to be paid at Closing, except as otherwise provided herein. 525 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by ❑t Buyer ❑ Seller 526 ❑ One -Half by Buyer and One -Half by Seller ❑ Other 527 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 528 assessments (Status Letter) shall be paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller 0 None. 529 Any record change fee assessed by the Association including, but not limited to, ownership record transfer fees, regardless of name 530 or title of such fee (Association's Record Change Fee) shall be paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One - 531 Half by Seller ❑� None. 532 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of % of the Purchase Price shall be paid at Closing by 533 ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑� None. 534 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 535 as community association fees, developer fees and foundation fees, shall be paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half 536 by Buyer and One -Half by Seller ❑� None. The Private Transfer fee, whether one or more, is for the following association(s): 537 in the total amount of % of the Purchase Price or $ 538 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed: 539 $ for ❑ Water Stock/Certificates ❑ Water District 540 $ for ❑ Augmentation Membership ❑ Small Domestic Water Company and shall be 541 paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ■ None. 542 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by ❑ 543 Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller Q None. 544 16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided: 545 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 546 year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing ❑ Most Recent Mill Levy and 547 Most Recent Assessed Valuation, or ❑ Other Buyer and Seller are exempt from general real estate taxes and no proration of taxes is necessary 548 16.2. Rents. Rents based on ❑ Rents Actually Received D Accrued. At Closing, Seller shall transfer or credit to 549 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of 550 such transfer and of the transferee's name and address. Seller shall assign to Buyer all Leases in effect at Closing and Buyer shall 551 assume Seller's obligations under such Leases. 552 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 553 advance shall be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred 554 maintenance by the Association shall not be credited to Seller except as may be otherwise provided by the Governing Documents. 555 Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. 556 Any special assessment assessed prior to Closing Date (§ 3) by the Association shall be the obligation of ❑ Buyer ❑ Seller. 557 Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 11 of 16 558 signature hereon, whether assessed prior to or after Closing, shall be the obligation of Seller. Seller represents that the Association 559 Assessments are currently payable at $ N/A per and that there are no unpaid regular or special 560 assessments against the Property except the current regular assessments and . Such 561 assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the Association to 562 deliver to Buyer before Closing Date (§ 3) a current Status Letter. 563 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan, and N/A 564 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 565 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date (§ 3) at Possession Time (§ 3), 566 subject to the following Leases or tenancies: 567 568 569 570 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable to Buyer for payment of $ 500.00 per day (or any part of a day notwithstanding § 18.1) from Possession Date 571 (§ 3) and Possession Time (§ 3) until possession is delivered. 572 GENERAL PROVISIONS 573 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 574 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States 575 Mountain Time (Standard or Daylight Savings as applicable). 576 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, 577 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 578 federal or Colorado state holiday (Holiday), such deadline ❑� Shall ❑ Shall Not be extended to the next day that is not a 579 Saturday, Sunday or Holiday. Should neither box be checked, the deadline shall not be extended. 580 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 581 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the 582 condition existing as of the date of this Contract, ordinary wear and tear excepted. 583 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 584 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), Seller is obligated 585 to repair the same before Closing Date (§ 3). Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), if 586 the Property Damage is not repaired before Closing Date (§ 3) or if the damage exceeds such sum. Should Buyer elect to carry out 587 this Contract despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that were 588 received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of 589 any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller has not 590 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option of 591 Buyer, Seller shall assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such insurance 592 policy, but not to exceed the total Purchase Price. 593 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 594 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged 595 between the date of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or 596 replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent 597 that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any 598 insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 599 repaired or replaced on or before Closing or possession, whichever shall be earlier, Buyer has the Right to Terminate under § 25.1, 600 on or before Closing Date (§ 3), or, at the option of Buyer, Buyer shall be entitled to a credit at Closing for the repair or 601 replacement of such Inclusion or Service. Such credit shall not exceed the Purchase Price. If Buyer receives such a credit, Seller's 602 right for any claim against the Association, if any, shall survive Closing. Seller and Buyer are aware of the existence of pre -owned 603 home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions. 604 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 605 result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify Buyer, in writing, of such condemnation 606 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on such condemnation action, in 607 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 608 Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the 609 diminution in the value of the Property or Inclusions but such credit shall not include relocation benefits or expenses, or exceed the 610 Purchase Price. CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 12 of 16 611 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 612 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 613 19.5. Risk of Loss —Growing Crops. The risk of loss for damage to growing crops by fire or other casualty shall be 614 borne by the party entitled to the growing crops as provided in § 2.5.5 and such party shall be entitled to such insurance proceeds 615 or benefits for the growing crops. 616 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 617 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 618 of title and consultation with legal and tax or other counsel before signing this Contract. 619 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 620 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 621 hereunder is not performed or waived as herein provided, the nondefaulting party has the following remedies: 622 21.1. If Buyer is in Default: 623 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money 624 (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller may recover such damages as may be 625 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 626 damages, or both. 627 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 shall apply unless the box in & 21.1.1. is checked. All 628 Earnest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be 629 released from all obligations hereunder. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and 630 not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said 631 payment of Earnest Money shall be SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. 632 Seller expressly waives the remedies of specific performance and additional damages. 633 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 634 hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as 635 being in full force and effect and Buyer has the right to specific performance or damages, or both. 636 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 637 or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall award to the prevailing party 638 all reasonable costs and expenses, including attorney fees, legal fees and expenses. 639 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 640 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 641 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 642 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 643 share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute 644 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 645 last known address. This section shall not alter any date in this Contract, unless otherwise agreed. 646 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest 647 Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the 648 Earnest Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action. 649 Earnest Money Holder, at its sole subjective discretion, has several options: (1) await any proceeding, (2) interplead all parties and 650 deposit Earnest Money into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, 651 or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or 652 Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest 653 Money Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event 654 Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest 655 Money Holder shall disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of 656 Mediation (§ 23). 657 25. TERMINATION. 658 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 659 termination shall be effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such 660 written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not 661 received on or before the specified deadline, the party with the Right to Terminate shall have accepted the specified matter, 662 document or condition as satisfactory and waived the Right to Terminate under such provision. CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 13 of 16 663 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder shall be 664 returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 665 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute 666 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or 667 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall 668 be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this 669 Contract that, by its terms, exists or is intended to be performed after termination or Closing shall survive the same. 670 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 671 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a signed 672 document or notice, from or on behalf of Seller, and delivered to Buyer shall be effective when physically received by Buyer, any 673 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 674 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23) and except as provided in 675 § 27.2. Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller shall be 676 effective when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative 677 of Seller, or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation 678 described in § 23) and except as provided in § 27.2. 679 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or 680 written notice, may be delivered in electronic form only by the following indicated methods: ❑ Facsimile Q Email 681 ❑ Internet ❑ No Electronic Delivery. If the box "No Electronic Delivery" is checked, this § 27.2 shall not be applicable and 682 § 27.1 shall govern notice and delivery. Documents with original signatures shall be provided upon request of any party. 683 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance 684 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 685 located in Colorado. 686 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and 687 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or 688 before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document shall become a contract 689 between Seller and Buyer. A copy of this Contract may be executed by each party, separately, and when each party has executed a 690 copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 691 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not 692 limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), Record 693 Title and Off -Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection, Indemnity, Insurability, 694 Due Diligence and Source of Water (§ I0). 695 696 697 698 699 700 701 702 703 704 705 706 707 708 709 710 711 ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) See Attached Addendum. 31. ATTACHMENTS. 31.1. The following attachments are a part of this Contract: 1) Signature Pages for the City of Greeley; 2) Exhibit A Legal Description of the Land; 3) Addendum to Contract 31.2. The following disclosure forms are attached but are not a part of this Contract: SIGNATURES Buyer's Name: Buyer's Name: CBS4-9-I2. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 14 of 16 Buyer's Signature Address: Phone No.: Fax No.: Electronic Address: Date See attached signature page Buyer's Signature Address: Phone No.: Fax No.: Electronic Address: Date 712 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 321 Seller's Name: Seller s Si r atu Address: William F. Garcia, Chair Seller'sName: Phone No.: Fax No.: Electronic Address: d of Weld County Commissioners JUN 1 92013 Date Seller's Signature Date 1150 0 St. P.O. Box 758 Address: Greeley. CO 80632 970-336-7204 970-352-0242 wgarcia@weldgov.com Phone No.: Fax No.: Electronic Address: 7l3 714 32. COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected. 715 Initials only of party (Buyer or Seller) who countered or rejected offer 716 END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does El Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a ['Buyer's Agent ❑ Seller's Agent ❑ Transaction -Broker in this transaction. El This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑ Buyer O Other Brokerage Firm's Name: Broker's Name: Address: Phone No.: Fax No.: Electronic Address: Broker's Signature Date CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 15 of 16 D/3 -%S17‘ 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared Broker is working with Seller as a ❑ Seller's Agent ❑ Buyer's Agent ❑ Transaction -Broker in this transaction. ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other Brokerage Firm's Name: Broker's Name: Broker's Signature Date Address: Phone No.: Fax No.: Electronic Address: 717 Clear Form Save Form CBS4-9-12. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 16 of 16 BUYER: CITY OF GREELEY, COLORADO, a Municipal Corporation, acting by and through its Water and Sewer Board By: Di ater and Sewer Dept. By0CVW10, �I�1 �Lvli Board Chairman ATTESTED AND AP ROVED AS TO A SUBSTANCE: Date: B By: By; Cit a a•�is1I� Secretary to the City Clerk Board G`2 /.oss APPROVED AS TO • EG - FORM: AS TO AVAIL • ¢ ILITY OF FUNDS: By: City By: _ Director of Finance EXHIBIT "A" PARCEL 1: A PARCEL OF LAND BEING PART OF THE EAST 1/2 OF SECTION 33, TOWNSHIP 6 NORTH, RANGE 66 WEST OF THE 6TH P.M., COUNTY OF WELD, STATE OF COLORADO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE EAST QUARTER CORNER OF SAID SECTION 33 AND ASSUMING THE EAST LINE OF THE SEII4 OF SAID SECTION 33 AS BEARING SOUTH 00 DEGREES 06 MINUTES 03 SECONDS WEST, AS DETERMINED BY GPS OBSERVATION, A DISTANCE OF 2691.25 FEET WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO; THENCE SOUTH 00 DEGREES 06 MINUTES 03 SECONDS WEST ALONG SAID EAST LINE A DISTANCE OF 1285.58 FEET; THENCE NORTH 65 DEGREES 36 MINUTES 33 SECONDS WEST A DISTANCE OF 198.82 FEET; THENCE NORTH 83 DEGREES 48 MINUTES 20 SECONDS WEST A DISTANCE OF 63.87 FEET; THENCE SOUTH 73 DEGREES 18 MINUTES 50 SECONDS WEST A DISTANCE OF 110.57 FEET; THENCE SOUTH 68 DEGREES 29 MINUTES 41 SECONDS WEST A DISTANCE OF 168.01 FEET; THENCE SOUTH 84 DEGREES 32 MINUTES 09 SECONDS WEST A DISTANCE OF 48.92 FEET; THENCE SOUTH 74 DEGREES 31 MINUTES 55 SECONDS WEST A DISTANCE OF 208.77 FEET; THENCE SOUTH 85 DEGREES 36 MINUTES 23 SECONDS WEST A DISTANCE OF 58.54 FEET TO THE NORTH LINE OF THE SE1/4 OF THE SE1/4 OF SAID SECTION 33; THENCE- SOUTH 89 DEGREES 21 MINUTES 31 SECONDS WEST ALONG THE NORTH LINE OF SAID SE1/4SE1/4 A DISTANCE OF 125.87 FEET TO THE NORTHWEST CORNER OF THE PARCEL OF LAND AS RECORDED IN BOOK 87 AT PAGE 119 OF THE RECORDS OF THE WELD COUNTY CLERK AND RECORDER (WCCR); THENCE ALONG THE NORTHWESTERLY AND WESTERLY LINE OF THE AFORESAID PARCEL OF LAND BY THE FOLLOWING 6 COURSES AND DISTANCES: THENCE SOUTH 46 DEGREES 25 MINUTES 35 SECONDS WEST A DISTANCE OF 85.07 FEET; THENCE SOUTH 21 DEGREES 24 MINUTES 29 SECONDS WEST A DISTANCE OF 130.91 FEET; THENCE SOUTH 34 DEGREES 43 MINUTES 52 SECONDS WEST A DISTANCE OF 99.83 FEET; THENCE SOUTH 50 DEGREES 44 MINUTES 52 SECONDS WEST A DISTANCE OF 28.54 FEET; THENCE SOUTH 64 DEGREES 12 MINUTES 59 SECONDS WEST A DISTANCE OF 132.69 FEET; THENCE SOUTH 34 DEGREES 21 MINUTES 14 SECONDS WEST A DISTANCE OF 129.28 FEET TO THE WEST LINE OF SAID SE1/4SE1/4; THENCE SOUTH 00 DEGREES 06 MINUTES 31 SECONDS WEST ALONG SAID WEST LINE A DISTANCE OF 31.88 FEET; THENCE SOUTH 47 DEGREES 02 MINUTES 14 SECONDS WEST A DISTANCE OF 81.43 FEET; THENCE SOUTH 81 DEGREES 09 MINUTES 48 SECONDS WEST A DISTANCE OF 105.54 FEET; THENCE NORTH 89 DEGREES 03 MINUTES 07 SECONDS WEST A DISTANCE OF 98.91 FEET; THENCE SOUTH 82 DEGREES 31 MINUTES 43 SECONDS WEST A DISTANCE OF 81.73 FEET; THENCE SOUTH 79 DEGREES 50 MINUTES 56 SECONDS WEST A DISTANCE OF 55.39 FEET; THENCE NORTH 79 DEGREES 26 MINUTES 57 SECONDS WEST A DISTANCE OF 151.29 FEET; THENCE SOUTH 88 DEGREES 43 MINUTES 45 SECONDS WEST A DISTANCE OF 93.89 FEET; THENCE NORTH 86 DEGREES 13 MINUTES 45 SECONDS WEST A DISTANCE OF 109.82 FEET; THENCE NORTH 57 DEGREES 59 MINUTES 06 SECONDS WEST A DISTANCE OF 35.88 FEET; THENCE NORTH 43 DEGREES 52 MINUTES 48 SECONDS WEST A DISTANCE OF 43.07 FEET; THENCE NORTH 27 DEGREES 36 MINUTES 46 SECONDS WEST A DISTANCE OF 168.18 FEET; THENCE NORTH 35 DEGREES 14 MINUTES 45 SECONDS WEST A DISTANCE OF 48.61 FEET; THENCE NORTH 49 DEGREES 48 MINUTES 52 SECONDS WEST A DISTANCE OF 84.62 FEET; THENCE NORTH 52 DEGREES 53 MINUTES 31 SECONDS WEST A DISTANCE OF 59.95 FEET; THENCE NORTH 51 DEGREES 49 MINUTES 36 SECONDS WEST A DISTANCE OF 127.58 FEET; THENCE NORTH 41 DEGREES 14 MINUTES 47 SECONDS WEST A DISTANCE OF 70.71 FEET; THENCE NORTH 49 DEGREES 26 MINUTES 50 SECONDS WEST A DISTANCE OF 38.60 FEET; THENCE NORTH 75 DEGREES 53 MINUTES 29 SECONDS WEST A DISTANCE OF 118.00 FEET TO THE WEST LINE OF SAID SE 1/4; THENCE NORTH 00 DEGREES 06 MINUTES 59 SECONDS EAST ALONG SAID WEST LINE A DISTANCE OF 1340.18 FEET TO THE CENTER QUARTER CORNER; THENCE CONTINUING NORTH 00 DEGREES 06 MINUTES 59 SECONDS EAST ALONG THE WEST OF THE SW1/4 OF THE NE1/4 OF SAID SECTION 33, A DISTANCE OF 949.70 FEET TO THE SOUTHWEST CORNER OF THAT PARCEL OF LAND AS RECORDED NOVEMBER 17, 1929 IN BOOK 861 AT PAGE 245 OF THE RECORDS OF THE WCCR; THENCE ALONG THE SOUTHERLY LINE OF THE AFORESAID PARCEL OF LAND BY THE FOLLOWING 7 COURSES AND DISTANCES: THENCE SOUTH 86 DEGREES 22 MINUTES 46 SECONDS EAST, A DISTANCE OF 372.00 FEET; THENCE SOUTH 62 DEGREES 36 MINUTES 46 SECONDS EAST, A DISTANCE OF 325.00 FEET; THENCE SOUTH 81 DEGREES 32 MINUTES 46 SECONDS EAST, A DISTANCE OF 160.00 FEET; THENCE NORTH 68 DEGREES 22 MINUTES 14 SECONDS EAST, A DISTANCE OF 208.00 FEET; THENCE NORTH 42 DEGREES 07 MINUTES 14 SECONDS EAST, A DISTANCE OF 112.00 FEET; THENCE NORTH 27 DEGREES 37 MINUTES 14 SECONDS EAST, A DISTANCE OF 280.00 FEET; THENCE NORTH 51 DEGREES 42 MINUTES 14 SECONDS EAST, A DISTANCE OF 133.63 FEET TO THE EAST LINE OF SAID SW1/4 NE1/4; THENCE SOUTH 00 DECREES 07 MINUTES 08 SECONDS WEST, ALONG SAID EAST LINE A DISTANCE OF 22.15 FEET; THENCE NORTH 45 DEGREES 41 MINUTES 18 SECONDS EAST, A DISTANCE OF 23.67 FEET; THENCE NORTH 63 DEGREES 50 MINUTES 04 SECONDS EAST, A DISTANCE OF 160.13 FEET; THENCE NORTH 89 DEGREES 27 MINUTES 09 SECONDS EAST, A DISTANCE OF 111 .78 FEET; THENCE SOUTH 69 DEGREES 10 MINUTES 57 SECONDS EAST, A DISTANCE OF 100.49 FEET; THENCE SOUTH 82 DEGREES 35 MINUTES 30 SECONDS EAST, A DISTANCE OF 137.65 FEET; THENCE SOUTH 68 DEGREES 11 MINUTES 03 SECONDS EAST, A DISTANCE OF 165.91 FEET; THENCE SOUTH 28 DEGREES 52 MINUTES 32 SECONDS EAST, A DISTANCE OF 43.94 FEET; THENCE SOUTH 00 DEGREES 01 MINUTES 09 SECONDS WEST, A DISTANCE OF 64.33 FEET; THENCE SOUTH 13 DEGREES 38 MINUTES 37 SECONDS WEST, A DISTANCE OF 324.59 FEET; THENCE SOUTH 19 DEGREES 34 MINUTES 19 SECONDS WEST, A DISTANCE OF 161.03 FEET; THENCE SOUTH 50 DEGREES 43 MINUTES 54 SECONDS WEST, A DISTANCE OF 131.36 FEET; THENCE SOUTH 13 DEGREES 02 MINUTES 26 SECONDS WEST, A DISTANCE OF 216.42 FEET; THENCE SOUTH 03 DEGREES 58 MINUTES 35 SECONDS WEST, A DISTANCE OF 72.67 FEET; THENCE SOUTH 53 DEGREES 47 MINUTES 20 SECONDS EAST, A DISTANCE OF 186.22 FEET; THENCE SOUTH 48 DEGREES 59 MINUTES 56 SECONDS EAST, A DISTANCE OF 99.79 FEET; THENCE SOUTH 70 DEGREES 38 MINUTES 59 SECONDS EAST, A DISTANCE OF 83.64 FEET; THENCE NORTH 76 DEGREES 48 MINUTES 39 SECONDS EAST, A DISTANCE OF 63.20 FEET; THENCE NORTH 37 DEGREES 38 MINUTES 04 SECONDS EAST, A DISTANCE OF 75.14 FEET; THENCE NORTH 43 DEGREES 25 MINUTES 09 SECONDS EAST, A DISTANCE OF 135.70 FEET; THENCE NORTH 27 DEGREES 34 MINUTES 07 SECONDS EAST, A DISTANCE OF 164.81 FEET; THENCE NORTH 39 DEGREES 43 MINUTES 50 SECONDS EAST, A DISTANCE OF 35.09 FEET; THENCE NORTH 43 DEGREES 58 MINUTES 58 SECONDS EAST, A DISTANCE OF 170.63 FEET; THENCE NORTH 63 DEGREES 44 MINUTES 07 SECONDS EAST, A DISTANCE OF 63.90 FEET; THENCE SOUTH 54 DEGREES 56 MINUTES 20 SECONDS EAST, A DISTANCE OF 51 .90 FEET TO THE WESTERLY LINE OF THAT PARCEL OF LAND AS RECORDED OCTOBER 29,1996 IN BOOK 1574 AS RECEPTION NO. 2517822 OF THE RECORDS OF THE WCCR; THENCE ALONG THE WESTERLY, SOUTHERLY, AND EASTERLY LINE OF THE AFORESAID PARCEL OF LAND BY THE FOLLOWING 6 COURSES AND DISTANCE: THENCE SOUTH 00 DEGREES 05 MINUTES 31 SECONDS WEST, A DISTANCE OF 324.96 FEET; THENCE SOUTH 07 DEGREES 30 MINUTES 06 SECONDS EAST, A DISTANCE OF 413.30 FEET; THENCE SOUTH 00 DEGREES 05 MINUTES 51 SECONDS WEST, A DISTANCE OF 254.59 FEET; THENCE NORTH 89 DEGREES 37 MINUTES 26 SECONDS EAST, A DISTANCE OF 20.12 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD NO. 31, ALSO BEING THE WESTERLY RIGHT-OF-WAY LINE OF 59TH AVENUE; THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINES BY THE FOLLOWING 2 COURSES AND DISTANCE: THENCE NORTH 00 DEGREES 06 MINUTES 03 SECONDS EAST, A DISTANCE OF 502,42 FEET; THENCE NORTH 00 DEGREES 07 MINUTES 18 SECONDS EAST, A DISTANCE OF 433.60 FEET; THENCE SOUTH 63 DEGREES 37 MINUTES 04 SECONDS EAST, A DISTANCE OF 33.45 FEET TO THE EAST LINE OF THE SE1/4 OF THE NE1/4 OF SAW SECTION 33; THENCE SOUTH 00 DEGREES 07 MINUTES 18 SECONDS WEST, ALONG THE EAST LINE OF SAID SEI/4 NE1/4 A DISTANCE OF 418.79 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM A PARCEL OF LAND CONVEYED TO UNION COLONY OF COLORADO BY DEED RECORDED IN BOOK 87 AT PAGE 119. ALSO EXCEPTING THEREFROM A PARCEL OF LAND CONVEYED TO CITY OF GREELEY BY DEED RECORDED OCTOBER 29, 1996 IN BOOK 1574 AS RECEPTION NO. 2517822. ALSO EXCEPTING THEREFROM A PARCEL OF LAND CONVEYED BY DEED RECORDED IN BOOK 163 AT PAGE 486. PARCEL 2: A PARCEL OF LAND BEING PART OF THE SEI/4 OF THE NE1/4 OF SECTION 33, TOWNSHIP 6 NORTH, RANGE 66 WEST OF THE 6TH P.M., COUNTY OF WELD, STATE OF COLORADO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SE1/4 NE1/4 AND ASSUMING THE EAST LINE OF SAID SEI/4 NE1/4 AS BEARING SOUTH 00 DEGREES 07 MINUTES 18 SECONDS WEST, AS DETERMINED BY GPS OBSERVATION, A DISTANCE OF 1363.96 FEET WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO; THENCE SOUTH 88 DEGREES 49 MINUTES 14 SECONDS WEST ALONG THE NORTH LINE OF SAID SE1/4 NE1/4 TO THE NORTHWEST CORNER OF THAT PARCEL OF LAND AS RECORDED OCTOBER 29, 1998 IN BOOK 1574 AS RECEPTION NO. 2517822 OF THE RECORDS OF THE WELD COUNTY CLERK AND RECORDER CCR), SAID POINT BEING THE TRUE POINT OF BEGINNING: THENCE ALONG THE WESTERLY LINE OF THE AFORESAID PARCEL OF LAND BY THE FOLLOWING 4 COURSES AND DISTANCES: THENCE SOUTH 00 DEGREES 07 MINUTES 06 SECONDS WEST, A DISTANCE OF 199.62 FEET; THENCE SOUTH 04 DEGREES 39 MINUTES 52 SECONDS WEST, A DISTANCE OF 378.49 FEET; THENCE NORTH 89 DEGREES 52 MINUTES 54 SECONDS WEST, A DISTANCE OF 25.00 FEET; THENCE SOUTH 00 DEGREES 05 MINUTES 31 SECONDS WEST, A DISTANCE OF 299.28 FEET; THENCE NORTH 54 DEGREES 56 MINUTES 20 SECONDS WEST, A DISTANCE OF 51.90 FEET; THENCE SOUTH 63 DEGREES 44 MINUTES 07 SECONDS WEST, A DISTANCE OF 63.90 FEET; THENCE SOUTH 43 DEGREES 58 MINUTES 52 SECONDS WEST, A DISTANCE OF 170.63 FEET; THENCE SOUTH 39 DEGREES 43 MINUTES 50 SECONDS WEST, A DISTANCE OF 35.09 FEET; THENCE SOUTH 27 DEGREES 34 MINUTES 07 SECONDS WEST, A DISTANCE OF 164.81 FEET; THENCE SOUTH 43 DEGREES 25 MINUTES 09 SECONDS WEST, A DISTANCE OF 135.70 FEET; THENCE SOUTH 37 DEGREES 38 MINUTES 04 SECONDS WEST, A DISTANCE OF 75.14 FEET; THENCE SOUTH 76 DEGREES 48 MINUTES 39 SECONDS WEST, A DISTANCE OF 63.20 FEET; THENCE NORTH 70 DEGREES 38 MINUTES 59 SECONDS WEST, A DISTANCE OF 83.64 FEET; THENCE NORTH 48 DEGREES 59 MINUTES 56 SECONDS WEST, A DISTANCE OF 99.79 FEET; THENCE NORTH 53 DEGREES 47 MINUTES 20 SECONDS WEST, A DISTANCE OF 186.22 FEET; THENCE NORTH 03 DEGREES 58 MINUTES 35 SECONDS EAST, A DISTANCE OF 72.67 FEET; THENCE NORTH 13 DEGREES 02 MINUTES 26 SECONDS EAST, A DISTANCE OF 216.42 FEET; THENCE NORTH 50 DEGREES 43 MINUTES 54 SECONDS EAST, A DISTANCE OF 131.36 FEET; THENCE NORTH 19 DEGREES 34 MINUTES 19 SECONDS EAST, A DISTANCE OF 161.03 FEET; THENCE NORTH 13 DEGREES 38 MINUTES 37 SECONDS EAST, A DISTANCE OF 324.59 FEET; THENCE NORTH 00 DEGREES 01 MINUTES 09 SECONDS EAST, A DISTANCE OF 64.33 FEET; THENCE NORTH 28 DEGREES 52 MINUTES 32 SECONDS WEST, A DISTANCE OF 43.94 FEET; THENCE NORTH 68 DEGREES 11 MINUTES 03 SECONDS WEST, A DISTANCE OF 165.91 FEET; THENCE NORTH 82 DEGREES 35 MINUTES 30 SECONDS WEST, A DISTANCE OF 137.65 FEET; THENCE NORTH 69 DEGREES 10 MINUTES 57 SECONDS WEST, A DISTANCE E OF 100.49 FEET; THENCE SOUTH 89 DEGREES 27 MINUTES 09 SECONDS WEST, A DISTANCE OF 111.78 FEET; THENCE SOUTH 63 DEGREES 50 MINUTES 04 SECONDS WEST, A DISTANCE OF 160.13 FEET; THENCE SOUTH 45 DEGREES 41 MINUTES 18 SECONDS WEST, A DISTANCE OF 23.67 FEET TO THE WEST LINE OF SAID SE1/4 NE1/4; THENCE NORTH 00 DEGREES 07 MINUTES 08 SECONDS EAST ALONG SAID WEST LINE, A DISTANCE OF 150.20 FEET TO THE NORTHWEST CORNER OF SAID SE1/4 NE1/4; THENCE NORTH 88 DEGREES 49 MINUTES 14 SECONDS EAST ALONG THE NORTH LINE OF SAID SE1/4 NE1/4, A DISTANCE OF 1270.75 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 3: A PARCEL OF LAND BEING PART OF THE SEI/4 OF THE NE1/4 OF SECTION 33, TOWNSHIP 6 NORTH, RANGE 66 WEST OF THE 6TH PRINCIPAL MERIDIAN. COUNTY OF WELD. STATE OF COLORADO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SE1/4NE 1/4 AM) ASSUMING THE EAST LINE OF SAID SE1/4 NE1/4 AS BEARING SOUTH 00 DEGREES 07 MINUTES 18 SECONDS WEST, AS DETERMINED BY GPS OBSERVATION, A DISTANCE OF 1363.96 FEET WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO: THENCE SOUTH 00 DEGREES 07 MINUTES 18 SECONDS WEST ALONG SAID EAST LINE A DISTANCE OF 945.17 FEET; THENCE NORTH 63 DEGREES 37 MINUTES 04 SECONDS WEST A DISTANCE OF 33.45 FEET TO THE WESTERLY RIGHT OF WAY LINE OF WELD COUNTY ROAD NO 31, ALSO BEING 59TH AVENUE, AND BEING ON THE EASTERLY LINE OF THE PARCEL OF LAND AS RECORDED OCTOBER 29,1996 IN BOOK 1574 AS RECEPTION NO. 2517822 OF THE RECORDS OF THE WELD COUNTY CLERK AND RECORDER (WCCR), THENCE NORTH 00 DEGREES 07 MINUTES 18 SECONDS EAST ALONG THE WESTERLY LINE OF THE AFORESAID RIGHT OF WAY LINES AND ALSO BEING THE EASTERLY LINE OF THE AFORESAID PARCEL OF LAND A DISTANCE OF 929.69 FEET TO THE NORTHEAST CORNER OF THE AFORESAID PARCEL OF LAND AND BEING THE NORTH LINE OF SAID SEI/4 NE1/4; THENCE NORTH 88 DEGREES 49 MINUTES 14 SECONDS EAST ALONG SAID NORTH LINE A DISTANCE OF 30.01 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM A PARCEL OF LAND CONVEYED TO UNION COLONY OF COLORADO BY DEED IN BOOK 87 AT PAGE 119. ALSO EXCEPTING THEREFROM A PARCEL OF LAND CONVEYED TO CITY OF GREELEY BY DEED RECORDED OCTOBER 29, 1996 IN BOOK 1574 AS RECEPTION NO. 2517822. ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE (LAND) BY AND BETWEEN THE CITY OF GREELEY, ACTING BY AND THROUGH ITS WATER AND SEWER BOARD, AS BUYER, AND WELD COUNTY, AS SELLER Date: 6.79- - ow/3j THIS ADDENDUM is attached to the above -described Contract and is made a part of the Contract by this reference. To the extent any provision in the Contract is inconsistent with any provision of this Addendum, the provisions of this Addendum shall supersede and control. The parties agree to the following additional provisions, which are hereby incorporated into § 30 of the attached Contract: 30.1 Water and Sewer Board Approval Required. The Obligations of Buyer are expressly contingent upon the approval of this Contract by the City of Greeley Water and Sewer Board. 30.2 Great Outdoors Colorado ("GOCO") Approval Required. Greeley is partially relying on GOCO' s grant funds to purchase the Property and, therefore, the purchase of the Property must comply with GOCO's policies, standard conditions, and requirements. The obligations of Buyer are expressly contingent on GOCO's approval of the Contract to Buy and Sell Real Estate and various other due diligence assessments and reports. This Contract shall terminate and the Parties thereto shall be released from all obligations hereunder if, prior to Closing Date, GOCO deauthorizes its funding or does not approve of the purchase for any reason. 30.3 EXTENSION OF DEADLINES BY BUYER. If Buyer, after exercising reasonable good faith efforts, is unable to complete the title review and/or due diligence or environmental inspections described in Sections 8 and 10 of this Contract by the Record Title Objection Deadline, the Off -Record Title Objection Deadline, the Inspection Objection Deadline, the Due Diligence Documents Objection Deadline, and/or the Environmental Inspection Objection Deadlines, respectively, Buyer shall have the right, prior to expiration of such deadline(s), to extend such deadline(s) for an additional period not to exceed 15 days, by sending Seller notice of such fact which describes such additional period. Upon the sending of such notice, (i) the Resolution Deadline and Closing Date shall be automatically extended by a similar period or by such other period as the parties may determine. 30.4 TERMINATION OF WELD COUNTY'S DBMS PERMIT NO. M2008024 AND WELD COUNTY'S USE BY SPECIAL REVIEW PERMIT. The obligations of Buyer are expressly contingent upon Seller requesting the termination of the DRMS Permit No. M2008024 and vacating Weld County's Use by Special Review Permit prior to the Closing Date. This Contract shall terminate, and the Parties hereto shall be released from all obligations hereunder, unless the foregoing contingency is satisfied by Seller prior to the Closing Date. IN WITNESS WHEREOF, this Addendum has been executed simultaneously with the execution of the attached Contract. o20/3 -i5* SELLER. By: I Date: JUN 1 92013 Name, Title William F. Garcia, Chair, Board of Weld County Commissioners By: Date: Name, Title 2 av/3 -/ 4 BUYER: CITY OF GREELEY, COLORADO, a Municipal Corporation, acting by and through its Water and Sewer Board By: e s Date: G /2-5-/-0 /3 Di -ctor �f Water and Sewer Dept. By: Board Chairman B ATTESTED AND APPROVED AS TO A SUBSTANCE: By: City Board By: City Clerk APPROVED AS TO L GAL F• ' : AS TO AVAILABILITY OF FUNDS: By: By: OIC.1`4aSefg,C City A ' om y Director of Finance 3 Donna Bechler From: Lory Stephens [lory.stephens@greeleygov.com] Sent: Monday, October 07, 2013 9:48 AM To: Donna Bechler Subject: RE: Contract to Buy and Sell Real Estate Attachments: Executed Contract to Buy and Sell Real Estate (Land).pdf Hi Donna, Our CCO states that they delivered it to Mr. Barker's office back in July. I'm attaching the scan of that document. Sorry, I'm not much help herel Best regards, Lory Stephens Office Manager Water and Sewer Department 1100 10th Street #300 Greeley, CO 80631 970-350-9812 970-350-9805 fax From: Donna Bechler[mailto:dbechler(aco.weld.co.us] Sent: Monday, October 07, 2013 9:29 AM To: Lory Stephens Subject: RE: Contract to Buy and Sell Real Estate Lory, After re -reading your message, I think you might be referring to the Amendment, which was approved in September. We do have a signed original of that one. I looked through my past notes, and Mr. Barker was going to e-mail the original contract and addendum to you on June 19`h, and asked that you e-mail it back to us with signatures from the City. I will attach a copy of it with this e-mail. It is document #2013-1546. If you can find a copy of this in your files, could you please e-mail it to me? Thank you so much. Donna Bechler Deputy Clerk to the Board 1150 O Street P.O. Box 758 Greeley, Colorado 80632 970-336-7215 Ext 4227 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return 1 e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Lory Stephens [mailto: lory.stephensPgreeleygov.com] Sent: Monday, October 07, 2013 9:08 AM To: Donna Bechler Subject: RE: Contract to Buy and Sell Real Estate Good morning Ms. Bechler, Both originals (signed by the City of Greeley) were sent to Mr. Barker by certified mail on 9/9/13 for County signatures. I asked him to retain one original for County records and return the 2"d original to me for our records. I received one original back from his office on 9/24/13, so I assume he retained the other original. If I can be of further assistance, please let me know. Thank you. Best regards, Lory Stephens Office Manager Water and Sewer Department 1100 10th Street #300 Greeley, CO 80631 970-350-9812 970-350-9805 fax From: Donna Bechler [mailto: dbechler©co.weld.co.us] Sent: Thursday, October 03, 2013 3:27 PM To: Lory Stephens Subject: Contract to Buy and Sell Real Estate Good afternoon Lory, Yesterday I e -mailed you a signed copy of the First Amendment to Contract to Buy and Sell Real Estate (approved 9/16/2013). After looking through our paperwork, I realized we have never received a signed copy from Greeley of the original agreement that was approved on 6/19/2013. Could you please forward that to me as soon as possible. Thank you so much for your help. Donna Bechler Deputy Clerk to the Board 1150 O Street P.O. Box 758 Greeley, Colorado 80632 970-336-7215 Ext 4227 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return 2 Donna Bechler From: Sent: To: Subject: Not sure. I will find out. Bruce T. Barker, Esq. Weld County Attorney P.O. Box 758 1150 "O" Street Greeley, CO 80632 (970) 356-4000, ext. 4390 Fax: (970) 352-0242 Bruce Barker Wednesday, July 24, 2013 10:58 AM Donna Bechler RE: Contract to Buy and Sell Real Estate - Greeley Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Donna Bechler Sent: Wednesday, July 24, 2013 10:57 AM To: Bruce Barker Subject: Contract to Buy and Sell Real Estate - Greeley Hi Bruce, I am attaching a copy of the contract the we have with Greeley that the Commissioners approved on 6/19/2013, and a note saying you were going to e-mail the contract to Greeley for signatures. Do you know if they've signed it yet? Donna Bechler Deputy Clerk to the Board 1150 O Street P.O. Box 758 Greeley, Colorado 80632 970-336-7215 Ext 4227 t O7O/3 y/599 Donna Bechler From: Sent: To: Subject: Attachments: Bruce, Donna Bechler Thursday, June 20, 2013 8:39 AM Bruce Barker Contract to Buy and Sell Real Estate - City of Greeley Real Estate Contract - Greeley.pdf Here is the contract you requested. Donna Bechler Deputy Clerk to the Board 1150 O Street P.O. Box 758 Greeley, Colorado 80632 970-336-7215 Ext 4227 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. STATE OF COLORADO DIVISION OF RECLAMATION, MINING AND SAFETY Department of Natural Resources 1313 Sherman St., Room 215 Denver, Colorado 80203 Phone: (303) 866-3567 FAX: (303) 832-8106 March 8, 2014 Clay Kimmi Weld County Public Works 1111 H St. P.O. Box 758 Greeley, CO 80632 COLORADO DIVISION OF RECLAMATION MINING -6t- SAFETY John W. Hickenlooper Governor Mike King Executive Director Loretta E. Pineda Director RE: Sheep Draw, Performance Warranty Release, Permit M-2008-024, Revision SL -1 Mr. Kimmi: I am pleased to inform you that on February 21, 2014 the Division of Reclamation Mining and Safety released Weld County from further responsibility for the Sheep Draw reclamation permit. Enclosed is the Performance Warranty you originally provided. This is released in its entirety. The Mined Land Reclamation Board and the Division staff wish to commend Weld County for your reclamation efforts and the resulting success. Sincerely, Eric C. Scott Environmental Protection Specialist Enclosures CERTIFIED MAIL 7012 3460 0000 6384 6020 Return Receipt Requested aammw,itct ms.2) 3-2y-Zoikt M-FW-10 ao13- 1541, Plaoo 33 Office of Office of Mined Land Reclamation Denver • Grand Junction • Durango Active and Inactive Mines STATE OF COLORADO DIVISION OF RECLAMATION, MINING AND SAFETY Department of Natural Resources 1313 Shen,tan St., Room 215 Denver, Colorado 80203 Phone (303) 866-3567 FAX: (303) 8324106 PERFORMANCE WARRANTY Operator: Weld County Public Works Operation: Sheep Draw Permit No: M-2008-024 RECEIVED APR 1 7 2009 Division or kecumation, Miring and Safety COLORADO DIVISION OF RECLAMATION MINING —&— SAFETY Bill Ritter, Ic. Governor Harris D. Sherman Executive Director Ronald W. Gaitany Division Director Natural Resource Trustee This form has been approved by the Mined Land Reclamation Board pursuant to sections 34-32-117, C.R.S., of the Mined Land Reclamation Act and 34-32.5-117, C.R.S., of the Colorado Land Reclamation Act for the Extraction of Construction Materials. Any alteration or modification of this form, without approval by the Board shall result in the financial warranty being invalid and result in the voiding of any permit issued in conjunction with such invalid financial warranty and subject the operator to cease and desist orders and civil penalties for operating without a permit pursuant to sections 34-32-123, C.R.S., of the Mined Land Reclamation Act and 34-32.5-123, C.R.S., of the Colorado Land Reclamation Act for the Extraction of Construction Materials. KNOW ALL MEN BY THESE PRESENTS, THAT: WHEREAS, the Colorado Mined Land Reclamation Act, C.R.S. 34-32-101 et seq. (the "Act"), as amended, and the Colorado Land Reclamation Act for the Extraction of Construction Materials, C.R.S. 34-32.5-101 et seq. (the "Act"), as amended, provides that no permit may be issued under the Act until the Mined Land Reclamation Board (the "Board") receives a performance warranty (or warranties) that is a written promise to comply with all applicable requirements of the Act. WHEREAS, Weld County Public Works (the "Operator"), has applied for a permit to conduct a mining operation known as Sheep Draw (the "Operation") on certain lands in Weld County, Colorado. These lands are described in the permit application, as amended and supplemented, and are referred to herein as the "Affected Lands". WHEREAS, in its application for the permit, the Operator has agreed to be bound by all requirements of the Act and all applicable rules and regulations of the Board, as amended from time to time. WHEREAS, the Board has determined, in accordance with the Act, that the estimated costs of reclamation with regard to those affected lands in Weld County which are now or may become subject to the permit are those amounts for the stated periods of time as set forth in the financial warranty, which may be amended from time to time to reflect revised estimates of said costs of reclamation. -2 - WHEREAS, the Operator hereby gives the Board a performance warranty pursuant to Section 34-32-117(2) or Section 34-32.5-117(2) of the Act, and herein promises the Board that it will comply with all applicable requirements of the Act with regard to those Affected Lands. NOW, THEREFORE, the Operator hereby promises the Board that it will comply with all applicable requirements of the Act and rules and regulations of the Board with respect to the Affected Lands. FURTHER, the Operator hereby promises the Board that it will comply with all of the terms of the application for a permit, as amended and supplemented, as well as any conditions attached to the permit by the Board. FURTHER, the Operator promises the Board, pursuant to 34-32-112(2)(d) or 34-32.5-112(1)(c)(iv) of the Act, that it has the lawful authority to enter upon the Affected Lands to conduct mining operations, including, but not limited to, reclamation. The Operator further recognizes the right of the Board to enter to reclaim lands affected by the operation. The description of lands herein is for convenience of reference only, and no error in such description, nor any revision of the permitted mining area, nor the disturbance by the Warrantor of lands outside of the permitted mining area shall alter or diminish the Operator's obligation hereunder, which shall extend to the reclamation of all such lands disturbed. The obligation of the Operator hereunder is such that, if the Operator shall successfully comply with the requirements of the Act, applicable rules and regulations, and the permit, then the Board, upon a finding that the Operator has so complied, shall release this performance warranty, and the Operator from its obligation hereunder, to the extent that the Board determines that such compliance has been accomplished. The obligation of the Operator hereunder shall continue until released in whole or in part by the Board in accordance with applicable law. In further satisfaction of the requirements of the Act, the Operator promises to be responsible for the cost of reclamation up to the amount established by the Board and has attached hereto its financial warranty, which may be amended from time to time. The Operator agrees that it will maintain a financial warranty (or warranties) for the estimated costs of reclamation in good standing for the entire life of the permit. Please note that under the provisions of the Colorado Mined Land Reclamation Act and the Colorado Land Reclamation Act for the Extraction of Construction Materials, any Applicant or Operator that submits proof, acceptable to the Board or Division of Reclamation, Mining and Safety, that an Applicant or Operator is a unit of County or Municipal government, or is a department or division of State government, the Applicant or Operator is not required to submit or post any other instrument of financial responsibility but hereby promises to be responsible for the cost of reclamation up to the amount specified by the Board. If the Board determines that the Operator is in default under this performance warranty and has failed to cure such default, although written notice of such default and ample time to cure such default have been given, the Operator's financial warranty shall be subject to forfeiture. This performance warranty may be executed in multiple copies, each of which shall be treated as an original, but together they constitute only one agreement, the validity and interpretation of which shall be governed by the laws of the State of Colorado. The provisions hereof shall bind and inure to the benefit of the parties hereto and their successors -and assigns. SIGNED, SEALED AND DATED this / day of Weld County Public Works (SEAL) Operator By:(1 Title: BoAreipofli NOTARIZATION OF OPERATOR'S ACKNOWLEDGEMENT STATE OF 00{4e/46o ) ss. COUNTY OF (1.()eid_ ) The foregoing instrument was acknowledged before me this by OlLL.lfrn F iecl iA, as (1/ Hz APPROVED: State of Colorado Mined Land Reclamation Board Divisio ec mation, Mining and Safety Division Director M:4nin/sharehondfonna'Perfonnance W arranty doc (05/26/2004) /s day of Date: NOTTRY $L F My Commis % A_ '4v ')omneswn 5>tlmett 01-102011 c,90--0 9 , )F ('Ortt tiSSioscY_IPS Hello