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Home My WebLink About20053458.tiff RESOLUTION RE: APPROVE CONTRACT TO BUY AND SELL REAL ESTATE AND AUTHORIZE CHAIR TO SIGN - NIGHTINGALE GROUP, LLC 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 to Buy and Sell Real Estate between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Nightingale Group, LLC, P.O. Box 147, Greeley, Colorado 80632, with terms and conditions being as stated in said contract, and WHEREAS,said property being commonly known as 1008 Ninth Street,Greeley,Colorado 80634, being more fully described as: Lots 5 and 6, Block 66, City of Greeley,Weld County,Colorado,and WHEREAS,after review,the Board deems it advisable to approve said contract, 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 to Buy and Sell Real Estate between the County of Weld,State of Colorado,by and through the Board of County Commissioners of Weld County,and Nightingale Group, LLC be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign all related documents. 2005-3458 F� PR0027 // RE: CONTRACT TO BUY AND SELL REAL ESTATE - NIGHTINGALE GROUP, LLC PAGE 2 The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 23rd day of November, A.D., 2005, nunc pro tunc October 4, 2005. E L BOARD OF COUNTY COMMISSIONERS I� WELD COUNTY, COLORADO ATTEST: fide / t . '�.vv / l om" illiam H. ke, Chair Weld County Clerk to the = Pr*' 1 M. eile, ro- em BY: / D uty Cl k to the Bo D ' . Long APP D AS TO RM: Robert key 6,- .e-- C unty Attor ey �" Glenn Vaad �R -- Date of signature: I if 74 6 2005-3458 PR0027 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS2-7-04) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Date: October 4,2005 Purchase Price:$175,000.00 1. AGREEMENT. Buyer agrees to buy, and the undersigned Seller agrees to sell, the Property defined below on the terms and conditions set forth in this contract. 2. DEFINED TERMS. a. Buyer. Buyer, Board of County Con missioners, Weld County, Colorado, will take title to the real property described below as ❑Joint Tenants ❑ Tenants In Common x❑ Other b. Property. The Property is the following legally described real estate: Lots 5 and 6,Block 66,City of Greeley,County of Weld, State of Colorado commonly known as No. 1008 Ninth Street, Greeley Colorado 80631 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, all interest of Seller in vacated streets and alleys adjacent thereto,except as herein excluded. c. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 § 5a Loan Application Deadline 2 § 5b Loan Commitment Deadline 3 § 5c Buyer's Credit Information Deadline 4 § 5c Disapproval of Buyer's Credit Deadline 5 § 5d Existing Loan Documents Deadline 6 § 5d Objection to Existing Loan Documents Deadline 7 § 5d Approval of Loan Transfer Deadline 8 § 6a Appraisal Deadline 9 § 7a Title Deadline 10-16-05 10 § 7c Survey Deadline n/a 11 § 8c Survey Objection Deadline n/a 12 § 7b Document Request Deadline 10-18-05 13 § 8a Title Objection Deadline 10-20-05 14 § 8b Off-Record Matters Deadline 10-20-05 15 § 8b Off-Record Matters Objection Deadline 10-22-05 16 § 10 Seller's Property Disclosure Deadline 10-22-05 17 § 10a Inspection Objection Deadline 10-24-05 18 § 10b Resolution Deadline 10-26-05 19 § 10c Property Insurance Objection Deadline 20 § 11 Closing Date 11-1-05 21 § 16 Possession Date At closing 22 § 16 Possession Time At closing 23 § 27 Acceptance Deadline Date 10-10-05 24 §27 Acceptance Deadline Time 5:00 p.m. No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 1 of 9 Initial 2005-3458 d. Attachments. The following are a part of this contract: None Note: The following disclosure forms are attached but are not a part of this contract: e. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N/A" means not applicable. The abbreviation "MEC" (mutual execution of this contract) means the latest date upon which both parties have signed this contract. 3. INCLUSIONS AND EXCLUSIONS. The Purchase Price includes the following items(Inclusions): a. Fixtures. If attached to the Property on the date of this contract, lighting, heating, plumbing, ventilating, and air conditioning fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, sprinkler systems and controls;and b. Exclusions. The following attached fixtures are excluded from this sale: c. Personal Property. If on the Property whether attached or not on the date of this contract: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods, storage sheds, and all keys. If checked, the following are included: ❑ Smoke/Fire Detectors O Security Systems; and d. Transfer of Personal Property. The Personal Property to be conveyed at Closing shall be conveyed, by Seller, free and clear of all taxes, (except personal property taxes for the year of closing), liens and encumbrances, except Conveyance shall be by bill of sale or other applicable legal instrument. e. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: Those remaining on the Property will become the property of Buyer. 4. PURCHASE 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 Purchase Price $175000.00r t 2 • 4a Earnest Mone "r� " t $ 3 • 4b I New First Loan 4 §4b(2) New Second Loan - ' 5 §4c Assumption Balance 6 §4d Seller or Private Financing 7 S 9 §4e Cash at Closing r*J4';:i 10 TOTAL $175,000.00 $ 175,000.00 Note: If there is an inconsistency between the Purchase Price on the first page and this § 4, the amount in § 4 shall control. a. Earnest Money. The Earnest Money set forth in this section, in the form of is part payment of the Purchase Price and shall be payable to and held by Transnation Title Company (Earnest Money Holder), in its trust account,on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this contract unless the parties mutually agree and set forth a different deadline in writing for its payment. The parties authorize delivery of the Earnest Money deposit to the closing company, if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on earnest money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 2 of 9 nitial J b. New Loan.(Intentionally omitted) c. Assumption. (Intentionally omitted) d. Seller or Private Financing. (Intentionally omitted) e. Cash at Closing. (Intentionally omitted) 5. FINANCING CONDITIONS AND OBLIGATIONS. a. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining a new loan, or if an existing loan is not to be released at Closing, Buyer, if required by such lender, shall make a verifiable application by Loan Application Deadline(§ 2c). Buyer shall cooperate with Seller and lender to obtain loan approval, diligently and timely pursue same in good faith, execute all documents and furnish all information and documents required by lender,and,subject to § 4b(1)and(2)and § 4c,timely pay the costs of obtaining such loan or lender consent. Buyer agrees to satisfy the reasonable requirements of lender,and shall not withdraw the loan or assumption application,nor intentionally cause any change in circumstances that would prejudice lender's approval of the loan application or funding of the loan. Buyer may obtain different financing provided Seller incurs no additional delay, cost or expense, and provided Buyer is approved for such substitute loan. b. Loan Commitment. If Buyer is to pay all or part of the Purchase Price by obtaining a new loan as specified in § 4b, this contract is conditional upon Buyer obtaining a written loan commitment. This condition shall be deemed waived unless Seller receives from Buyer, no later than Loan Commitment Deadline (§ 2c), written notice of Buyer's inability to obtain such loan commitment. If Buyer so notifies Seller, this contract shall terminate. IF SELLER DOES NOT RECEIVE WRITTEN NOTICE TO TERMINATE AND BUYER DOES NOT CLOSE,BUYER SHALL BE IN DEFAULT. c. Credit Information. If Buyer is to pay all or part of the Purchase Price by executing a promissory note in favor of Seller or if an existing loan is not to be released at Closing, this contract is conditional upon Seller's approval of Buyer's financial ability and creditworthiness, which approval shall be at Seller's sole and absolute discretion. In such case:(1)Buyer shall supply to Seller by Buyer's Credit Information Deadline(§2c),at Buyer's expense, information and documents concerning Buyer's financial, employment and credit condition; (2) Buyer consents that Seller may verify Buyer's financial ability and creditworthiness (including obtaining a current credit report); (3) any such information and documents received by Seller shall be held by Seller in confidence, and not released to others except to protect Seller's interest in this transaction; (4) if Seller does not provide written notice of Seller's disapproval to Buyer by Disapproval of Buyer's Credit Deadline (§ 2c), then Seller waives this condition. If Seller does provide written notice of disapproval to Buyer on or before said date,this contract shall terminate. d. Existing Loan Review. If an existing loan is not to be released at Closing, Seller shall provide copies of the loan documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline (§ 2c). This contract is conditional upon Buyer's review and approval of the provisions of such loan documents. If written notice of objection to such loan documents, signed by Buyer, is not received by Seller by the Objection to Existing Loan Documents Deadline(§ 2c), Buyer accepts the terms and conditions of the documents. If the lender's approval of a transfer of the Property is required, this contract is conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4c. If lender's approval is not obtained by Approval of Loan Transfer Deadline(§2c),this contract shall terminate on such date. If Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth in § 4c, this contract may be terminated at Seller's option. 6. APPRAISAL PROVISIONS. a. Appraisal Condition. This subsection a. ❑Shall©Shall Not apply. Buyer shall have the sole option and election to terminate this contract if the Purchase Price exceeds the Property's valuation determined by an appraiser engaged by n/a. The contract shall terminate by Buyer giving Seller written notice of termination and either a copy of such appraisal or written notice from lender that confirms the Property's valuation is less than the Purchase Price, received on or before Appraisal Deadline(§ 2c). If Seller does not receive such written notice of termination on or before Appraisal Deadline (§ 2c), Buyer waives any right to terminate under this subsection. b. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this contract shall be timely paid by ❑ Buyer ❑ Seller. No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 3 of 9 JInitial 7. EVIDENCE OF TITLE. a. Evidence of Title. On or before Title Deadline (§ 2c), Seller shall cause to be furnished to Buyer, at Seller's expense, a current commitment for owner's title insurance policy(Title Commitment) in an amount equal to the Purchase Price, or if this box is checked, ❑ An Abstract of title certified to a current date. At Seller's expense, Seller shall cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. If a title insurance commitment is furnished, it ❑ Shall 121 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) any unrecorded mechanic's 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. Any additional premium expense to obtain this additional coverage shall be paid by 121 Buyer ❑ Seller. b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer and (1) a copy of any plats, declarations, covenants, conditions and restrictions burdening the Property,and(2) if a title insurance 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 subsection if requested by Buyer any time on or before Document Request Deadline(§ 2c). This requirement shall pertain only to documents as shown of record in the offices of the clerk and recorder. The abstract or title insurance commitment, together with any copies or summaries of such documents furnished pursuant to this section,constitute the title documents(Title Documents). c. Survey. On or before Survey Deadline(§ 2c) 0 Seller 0 Buyer shall cause Buyer and the issuer of the Title Commitment or the provider of the opinion of title if an abstract, to receive a current ❑ Improvement Survey Plat 0 Improvement Location Certificate ❑ z(the description checked is known as Survey). An amount not to exceed _ for Survey shall be paid by 0 Buyer 0 Seller. If the cost exceeds this amount, shall pay the excess on or before Closing. 8. TITLE AND SURVEY REVIEW. a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title, form or content of Title Commitment or of any other unsatisfactory title condition shown by the Title Documents, notwithstanding § 12, shall be signed by or on behalf of Buyer and given to Seller on or before Title Objection Deadline(§ 2c), or within five (5) calendar days after receipt by Buyer of any change to the Title Documents or endorsement to the Title Commitment together with a copy of the document adding any new Exception to title. If Seller does not receive Buyer's notice by the date specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off-Record Matters Deadline (§ 2c) true copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed)or other title matters(including, without limitation, rights of first refusal, and options)not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine if any third party has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition disclosed by Seller or revealed by such inspection, notwithstanding § 12, shall be signed by or on behalf of Buyer and given to Seller on or before Off-Record Matters Objection Deadline (§ 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. c. Survey Review. Buyer shall have the right to inspect Survey. If written notice by or on behalf of Buyer of any unsatisfactory condition shown by Survey, notwithstanding § 8b or § 12, is received by Seller on or before Survey Objection Deadline (§ 2c) then such objection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice by Survey Objection Deadline(§2c),Buyer accepts Survey as satisfactory. d. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EX SIVE TAX No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 4 of 9 Initial BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a result, if written notice is received by Seller on or before Off-Record Matters Objection Deadline (§ 2c), this contract shall then terminate. If Seller does not receive Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in such special taxing district and waives the right to terminate. e. Right to Object, Cure. Buyer's right to object shall include, but not be limited to those matters listed in § 12. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition or commitment terms as provided in subsections 8 a, b, c and d above, Seller shall use reasonable efforts to correct said items and bear any nominal expense to correct the same prior to Closing. If such unsatisfactory title condition is not corrected to Buyer's satisfaction on or before Closing, this contract shall then terminate; provided, however, Buyer may, by written notice received by Seller on or before Closing,waive objection to such items. f. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include transfer of the mineral rights. Third parties may hold interests in oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to enter and use the Property. Such matters may be excluded from the title insurance policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict time limits provided in this contract (e.g., Title Objection Deadline [§ 2c] and Off-Record Matters Objection Deadline[§2c]). 9. LEAD-BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwellings for which a building permit was issued prior to January 1, 1978, this contract shall be void unless a completed Lead-Based Paint Disclosure(Sales)form is signed by Seller and the required real estate licensees, which must occur prior to the parties signing this contract. 10. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER DISCLOSURE. On or before Seller's Property Disclosure Deadline (§ 2c), Seller agrees to provide Buyer with a written disclosure of adverse matters regarding the Property completed by Seller to the best of Seller's current actual knowledge. a. Inspection Objection Deadline. Buyer shall have the right to have inspections of the physical condition of the Property and Inclusions, at Buyer's expense. If the physical condition of the Property or Inclusions is unsatisfactory in Buyer's subjective discretion,Buyer shall,on or before Inspection Objection Deadline(§ 2c): (1) notify Seller in writing that this contract is terminated,or (2) provide Seller with a written description of any unsatisfactory physical condition which Buyer requires Seller to correct(Notice to Correct). If written notice is not received by Seller on or before Inspection Objection Deadline (§ 2c), the physical condition of the Property and Inclusions shall be deemed to be satisfactory to Buyer. b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Resolution Deadline (§ 2c), this contract shall terminate one calendar day following the Resolution Deadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. c. Insurability. This contract is conditioned upon Buyer's satisfaction, in Buyer's subjective discretion, with the availability, terms, conditions and premium for property insurance. This contract shall terminate upon Seller's receipt, on or before Property Insurance Objection Deadline (§ 2c) of Buyer's written notice that such insurance was not satisfactory to Buyer. If said notice is not timely received, Buyer shall have waived any right to terminate under this provision. d. Damage, Liens and Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering reports or for any other work performed at Buyer's request and shall pay for any dama e .ch occurs to No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 5 of 9 Initial the Property and Inclusions as a result of such activities. Buyer shall not permit claims or liens of any kind against the Property for inspections, surveys, engineering reports and for any other work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable attorney and legal fees. The provisions of this subsection shall survive the termination of this contract. 11. CLOSING. Delivery of deed from Seller to Buyer shall be at closing(Closing). Closing shall be on the date specified as Closing Date(§ 2c)or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by Seller. 12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient warranty deed to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in accordance with § 8a(Title Review), b. distribution utility easements, c. those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and which were accepted by Buyer in accordance with § 8b (Matters not Shown by the Public Records)and § 8c(Survey Review), d. inclusion of the Property within any special taxing district, e. the benefits and burdens of any declaration and party wall agreements,if any,and 1. other 13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the proceeds of this transaction or from any other source. 14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. Fees for real estate Closing services shall be paid at Closing by a One-half by Buyer and One-half by Seller ❑ Buyer ❑ Seller ❑ Other The local transfer tax of 0% of the Purchase Price shall be paid at Closing by ❑ One-half by Buyer and One-half by Seller ❑ Buyer ❑Seller ❑ Other Any sales and use tax that may accrue because of this transaction shall be paid when due by ❑x Buyer ❑ Seller. 15. PRORATIONS. The following shall be prorated to Closing Date(§ 2c),except as otherwise provided: a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on ❑x Taxes for the Calendar Year Immediately Preceding Closing ❑ Most Recent Mill Levy and Most Recent Assessment ❑Other b. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. Security deposits held by Seller shall be credited to Buyer. Seller shall assign all leases to Buyer and Buyer shall assume such leases. c. Other Prorations. Water and sewer charges; interest on any continuing loan, and d. Final Settlement. Unless otherwise agreed in writing,these proration shall be final. 16. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time(§ 2c),subject to the following leases or tenancies: none. 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 $50.00 per day from the Possession Date (§ 2c) until possession is delivered. ,- No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 6 of 9 _ Initial 17. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without Seller's prior written consent. Except as so restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives,successors and assigns of the parties. 18. INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this contract,the Property, Inclusions or both shall be delivered in the condition existing as of the date of this contract,ordinary wear and tear excepted. a. Casualty Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty prior to Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before the Closing Date (§ 2c). In the event such damage is not repaired within said time or if the damages exceed such sum, this contract may be terminated at the option of Buyer by delivering to Seller written notice of termination. Should Buyer elect to carry out this contract despite such damage, Buyer shall be entitled to a credit, at Closing,for all the insurance proceeds resulting from such damage to the Property and Inclusions payable to Seller but not the owners' association, if any, plus the amount of any deductible provided for in such insurance policy,such credit not to exceed the total Purchase Price. b. Damage,Inclusions and Services. Should any Inclusion or service (including systems and components of the Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion or service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion,service or fixture is not the responsibility of the owners' association,if any, less any insurance proceeds received by Buyer covering such repair or replacement. c. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this contract. 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that the respective broker has advised that this document has important legal consequences and has recommended the examination of title and consultation with legal and tax or other counsel before signing this contract. 20. TIME OF ESSENCE,DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest Money hereunder or any other payment due hereunder is not paid,honored or tendered when due, or if any other obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: a. If Buyer is in Default: ❑D (1) Specific Performance. Seller may elect to treat this contract as canceled, in which case all payments and things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may be proper, or Seller may elect to treat this contract as being in full force and effect and Seller shall have the right to specific performance or damages,or both. ❑ (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyer and retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c)are SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies of specific performance and additional damages. b. If Seller is in Default: Buyer may elect to treat this contract as canceled, in which case all payments and things of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall have the right to specific performance or damages,or both. c. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney and legal fees. 21. MEDIATION. If a dispute arises relating to this contract, prior to or after closing, and is not resolved, the parties shall first proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the dispute must agree before any settlement is bind' g. e parties will No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 7 of 9 Initial I jointly appoint an acceptable mediator and will share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved within 30 calendar days of the date written notice requesting mediation is sent by one party to the other at the party's last known address. This section shall not alter any date in this contract,unless otherwise agreed. 22. EARNEST MONEY DISPUTE. In the event of any controversy regarding the Earnest Money and things of value (notwithstanding any termination of this contract or mutual written instructions), Earnest Money Holder shall not be required to take any action. Earnest Money Holder may await any proceeding, or at its option and sole discretion, interplead all parties and deposit any money or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees. 23. TERMINATION. In the event this contract is terminated, all payments and things of value received hereunder shall be returned and the parties shall be relieved of all obligations hereunder,subject to§§ l0d,21 and 22. 24. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This agreement constitutes the entire contract between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this contract. No subsequent modification of any of the terms of this contract shall be valid,binding upon the parties,or enforceable unless made in writing and signed by the parties. Any obligation in this contract that, by its terms, is intended to be performed after termination or Closing shall survive the same. 26. NOTICE,DELIVERY AND CHOICE OF LAW. a. Physical Delivery. Except for the notice requesting mediation described in § 21, and except as provided in § 26b below, all notices must be in writing. Any notice to Buyer shall be effective when received by Buyer or by Selling Brokerage Firm, and any notice to Seller shall be effective when received by Seller or Listing Brokerage Firm. b. Electronic Delivery. As an alternative to physical delivery, any signed document and written notice may be delivered in electronic form by the following indicated methods only: ❑ Facsimile ❑ E-mail ❑ None. Documents with original signatures shall be provided upon request of any party. c. Choice of Law. This contract and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in this state for property located in Colorado. 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, and the offering party receives notice of acceptance pursuant to §26 on or before Acceptance Deadline Date(§ 2c)and Acceptance Deadline Time(§ 2c). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. Date: /6///U S - Date: BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY,COLORADO Buyer Buyer Address: 915 Tenth Street,PO Box 758 Address: Greeley,CO 80632 Phone No.: 970-336-7204 Phone No.: Fax No.: 970-352-0242 Fax No.: No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 8 of 9 Initial [NOTE: If this offer is being countered or rejected,do not sign this document. Refer to§28] Date: Date: /6 / 1/0 S---' NIGHTINGALE/,LLC cez.— /ya Gil ell r / Seller ddress: PO Box 147, Greeley, CO 80632 Address: Phone No.: Phone No.: Fax No.: Fax No.: 28. COUNTER;REJECTION. This offer is 0 Countered 0 Rejected. Initials only of party(Buyer or Seller)who countered or rejected offer END OF CONTRACT Note: Closing Instructions and Earnest Money Receipt should be signed on or before Title Deadline(§2c). No.CBS2-7-04. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 9 of 9 (7)4_____ Initial Transnation Title Insurance Company 5801 W 11th Street Suite 201 Greeley, CO 80634 Settlement Date: 11/22/2005 Proration Date: 11/22/2005 PURCHASER'S SETTLEMENT STATEMENT Buyer(s): Board of County Commissioners of Weld Seller(s): Nightingale Group, LLC, a Colorado limited County, Colorado liability company Property: 1008 9th Street Greeley, CO 80631 Lots 5 and 6 Block 66, in the City of Greeley, County of Weld, State of Colorado DEBIT CREDIT Contract Sales Price $175,000.00 County property taxes 1/1/2005 to 11/22/2005 $3,797.96 Settlement or closing fee to LandAmerica Transnation $150.00 Tax Information Services to LandAmerica Transnation $25.00 Recording Fees: Deed $6.00 $6.00 Sub Total $175,181.00 $3,797.96 Balance Due From Purchaser $171,383.04 Total $175,181.00 $175,181.00 The above figures do not include sales or use taxes on personal property. APPROVED AND ACCEPTED Broker: Board of County Commissioners of Weld County, Colorado 74777 By: v BY: Its: Transnation Title Insurance Company By: Darella Bloch Escrow Officer File No.: TNGR0001110 Page 1 of 1 Settlement Statement -Buyer 11/21/05 2:40 PM File No. TNGR0001110 CLOSING INSTRUCTIONS THIS IS A LEGAL INSTRUMENT. IF NOT UNDERSTOOD, LEGAL, TAX OR OTHER COUNSEL SHOULD BE CONSULTED BEFORE SIGNING. TO: Transnation Title Insurance Company RE: 1008 9th Street DATE: November 22, 2005 Greeley, CO 80631 1. Nightingale Group, LLC, a Colorado limited liability company (Seller) and Board of County Commissioners of Weld County, Colorado (Buyer) engage Transnation Title Insurance Company who agrees to provide closing and settlement services in connection with the closing of the following described real estate in the County of WELD, Colorado, to wit: Lots 5 and 6 Block 66, in the City of Greeley, County of Weld, State of Colorado Also known as: 1008 9th Street, Greeley, CO 80631 2. Closing Agent is authorized to obtain information, and agrees to prepare, obtain, deliver and record all documents, excluding preparation of legal documents, necessary to carry out the terms and conditions of the contract to buy and sell real estate, dated October 04, 2005, with ALL amendments and counterproposals attached (Contract), and made part of this document. 3. Closing Agent will receive a fee not to exceed $300.00 for providing these closing and settlement services to be the expense of 1/2 Buyer and 1/2 Seller. 4. Closing agent is authorized to receive funds and to disburse funds when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds have been deposited; (b) or are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn (Good Funds). 5. Closing Agent is not authorized to release any documents or things of value prior to receipt and disbursement of Good Funds, except as provided in paragraphs 12 and 13. 6. Closing Agent shall disburse all funds in closing except those funds as may be separately disclosed in writing to Purchaser and Seller by Closing Agent or Purchaser's lender on or before closing. 7. Seller will receive the net proceeds of closing as indicated: 4 Closing Agent Trust Account Check _Cashier's Check at Seller's expense _ Funds Electronically transferred to an account specified by Seller at Seller's expense 8. Purchaser and seller will furnish any additional information and documents required by closing Agent which will be necessary to complete this transaction, and Purchaser and Seller further agree to sign and complete all and customary required documents at closing to fulfill the Contract 9. Closing Agent will prepare and deliver an accurate, complete, and detailed closing statement to Purchaser and Seller at time of closing. 10. If requested by Closing Agent, earnest money deposit will be delivered to Closing Agent in sufficient time before closing to disburse Good Funds. 11. The Closing Agent is to comply with the instructions of the Purchaser's Lender regarding the payment of all real property taxes and special assessments despite any provision in these printed Closing Instructions or the Sale and Purchase Agreement to the contrary. The parties agree to, and do hereby, hold Closing Agent and the Title Insurance Company harmless regarding said real property taxes and special assessments paid or to be paid by others. 12. If closing does not occur, Closing Agent, except as provided herein, is authorized and agrees to return all documents, monies, and things of value to the depositing party and Closing Agent will be relieved from any further duty, responsibility or liability in connection with these instruments. In addition, any promissory note, deed of trust, or other evidence of indebtedness signed by Purchaser, shall be voided by Closing Agent, with the original(s) returned to Purchaser and copy to Purchaser's lender. 13. If any conflicting demands are made on the Closing Agent, at its' sole discretion, Closing Agent may hold any monies, documents, and things of value received from any party except Purchaser's lender. Closing Agent shall retain such items until (1) receipt of mutual written instruction from Purchaser and Seller; or (2) until a civil action between Purchaser and Seller shall have been finally concluded in a Court of competent jurisdiction; or (3) in the alternative, Closing Agent may, in its' sole discretion, commence a civil action to interplead, or, interplead in any existing civil action, any documents, monies or other things of value received by Closing Agent. Such deposit with the Court shall relieve Closing Agent of all further liability and responsibility and Closing Agent shall be entitled to all court costs and reasonable attorney's fee. 14. These closing instructions may only be amended or terminated by written instructions signed by Purchaser, Seller and Closing Agent. 15. Special Instructions: None APPROVED AND ACCEPTED Nightingale Group, LLC, a Colorado limited liability Board of County Commissioners of Weld County, compan ^ Colorado C// Gk �` GAL J BX; Will m C. Tit_ (� BY: It •\ Hager Its: BY: Ja lJ � BY: :James S. Rowan Its: Manager Closing Agent: Transnation Title Insurance Company Escrow Officer: Darella Bloch CL-Closing Instructions File No.: TNGR0001110 CONTINUATION OF CLOSING INSTRUCTIONS TO: Transnation Title Insurance Company (TO BE COMPLETED ONLY BY SELLER AND CLOSING AGENT) (Seller) engages Closing Agent as Seller's Scrivener to complete, for a fee not to exceed $5.00 at the sole expense of Seller, the following legal documents: Deed Bill of Sale _ Promissory Note (Colorado Real Estate Commission approved form) _ Deed of Trust (Colorado Real Estate Commission approved form) The documents stated above shall be subject to Seller's review and approval and Seller acknowledge that Seller is responsible for the accuracy of the above documents. Closing Agent shall pay Real Estate Commissions at disbursement as follows: Other $ APPROVED AND ACCEPTED Selle (s): �� j 7,7,..a .,„/749 .4-4 email, ds � Date Date Closing Agent: Transnation Title Insurance Com�iany Escrow Officer: Darella Bloch CL-Closing Instructions Page 2 of 2 File No.: TNGR0001110 REAL ESTATE TAX AGREEMENT I. With respect to the property known as 1008 9th Street, Greeley, CO 80631, Buyer and Seller understand and agree that taxes for the current year have been prorated as of this date on the basis of: The most recent assessment ($ ) and mill levy ( ) as obtained from the County Assessor's/Treasurer's Office. X Tax proration was based on taxes for the calendar year immediately preceding closing. ($3,797.96 has been prorated based on a total of $4,265.40.) No prorations have been made. Other: Such proration shall be a final settlement unless otherwise agreed to in writing by buyer and seller. If the proration is not a final settlement, the Buyer and Seller being the undersigned hereto, hereby agree that they assume full responsibility for pursuing and effecting the adjustment, and that Transnation Title Insurance Company shall have no responsibility in regard thereto. ASSESSMENTS II. It is understood and agreed by and between the Buyer and Seller that: X Seller hereby certifies to the Buyer and the Escrow Agent that there are no special assessments or outstanding tax sales affecting subject property. _ Unless otherwise agreed to in writing by the parties, Special Improvements installed as of the date of Buyer's signature on the contract for the purchase and sale of real estate, whether assessed or not, shall be paid by Seller and paid in full. Special Improvements now in and being paid in annual installments are to be assumed by the Buyer. In the event information concerning real estate property taxes and special assessments is obtained verbally from the County Assessor's/Treasurer's Office, Transnation Title Insurance Company shall have no liability for any erroneous information. DATED: November 22, 2005 APPROVED AND ACCEPTED Buyer Seller Board of County Commissioners of Weld Nightingale Group, LLC, a Colorado limited County, Colorado liability ompany sy BY: BY: William C. Cr bb Its: It t. Manger BY:) James . Ro n Its: Manager NOTE TO SELLER: WE MUST COLLECT THE PRIOR YEARS TAXES ON YOUR CLOSING STATEMENT, IF NOT SHOWN PAID BY THE COUNTY. IF YOUR LENDER IS ESCROWING TAXES FOR YOU, IT IS POSSIBLE THAT THEY MAY PAY YOUR TAXES TO THE COUNTY AND NOT SEND YOU A FULL ESCROW FUND CHECK AFTER THE LOAN IS PAID OFF. IT IS YOUR RESPONSIBILITY TO SECURE A REFUND FROM YOUR LENDER OR THE COUNTY. CL-Real Estate Tax Agmt File No. TNGR0001110 REAL ESTATE WATER AND SEWER AGREEMENT Closing Date: November 22, 2005 It is hereby understood and agreed between the purchaser(s) and seller(s) of property known as: 1008 9th Street, Greeley, CO 80631. The water and sewer account is: X Metered: Escrow Agent has withheld $500.00 pending receipt of a final water/sewer statement. Funds withheld in excess of the amount due on the final statement shall be returned to the seller. If funds withheld are insufficient to pay the final water/sewer statement in full, then Escrow Agent shall make a partial payment equal to the withheld funds. Escrow Agent shall mail seller and purchaser a copy of the check and final statement. Escrow Agent shall have no further responsibility and seller and/or purchaser must complete payment. Flat Rate for the following service for the billing period from through in the amount of $ is: paid _ due. Escrow Agent has prorated water/sewer account from date of closing per contract. Escrow Agent has prorated the storm drainage assessment for the billing period from through in the amount of $ is: _ paid _ due. - Water and sewer is paid in the HOA dues. Escrow Agent has not adjusted for water and sewer. Adjustment required will be made between buyer(s) and seller(s) and are not a part of the closing. - Other: OTHER UTILITIES ADJUSTED OUTSIDE OF CLOSING The undersigned Buyer(s) and Seller(s) agree that the payment and/or adjustment of any other utility(ies), including but not limited to gas, electric, cable, etc., shall take place outside closing, if at all. Buyer(s) and Seller(s) agree that they assume full responsibility for pursuing and effecting such payment and/or adjustment, and that Transnation Title Insurance Company shall have no responsibility in regard thereto. APPROVED AND ACCEPTED: Buyer Seller Board of County Commissioners of Weld Nightingale Group, LLC, a Colorado limited County, Colorado liab' ' y com any BY: BY: _With C. Cr be 14: — 7r----- Its: Manner BY: .James S. owan Its: Manager Seller Forwarding Address: y° 13 0 f3 d'? --7 44 Jr3'Irec,f 90e-7`y Xoc Cry,ei yi 6 d-061/ Phone Number fra -5 6 / CL-Real Estate Water&Sewer Agmt HUM 1111 1111 11111 HU IIIII 10111 III 11111 liii IIII 1j 3342707 11/28/2005 02:44P Weld County, CO Q 1 of 1 R 0.00 D 0.00 Steve Moreno Clerk& Recorder WHEN RECORDED RETURN TO: Board of County Commissioners of Weld County, Colorado 915 Tenth Street, P.O. Box 758 SDF EXejf,(� Greeley, CO 80632 WARRANTY DEED THIS DEED, dated November 22, 2005, between Nightingale Group, LLC, a Colorado limited liability company of the County of Weld and State of Colorado, grantor(s), and Board of County Commissioners of Weld County, Colorado, whose legal address is 915 Tenth Street, P.O. Box 758, Greeley, CO 80632, of the County of Weld and State of Colorado, grantee(s): WITNESS, that the grantor(s), for and in consideration of the sum of One Hundred Seventy Five Thousand and 00/100 Dollars ($175,000.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm, unto the grantee(s), his heirs and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of Weld and State of Colorado, described as follows: Lots 5 and 6, Block 66, in the City of Greeley, County of Weld, State of Colorado. also known by street and number as: 1008 9th Street, Greeley, CO 80631 TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor(s), either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the grantee(s), his heirs and assigns forever. The grantor(s), for himself, his heirs, and personal representatives, does covenant, grant, bargain and agree to and with the grantee(s), his heirs and assigns, that of the time of the ensealing and delivery of these presents, he is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature whatsoever, except general taxes for the year 2005 and subsequent years, and except easements, covenants, conditions, restrictions, reservations, and rights of way of record, if any. The grantor(s) shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee(s), his heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. Nighti ale Gro p, LLC, a Col c�do limi d liability BY: William C. Cr. e It • nager BY: James S. Rowan Its: Manager STATE OF COLORADO )SS COUNTY OF WELD The foregoing instrument was acknowledged before me on November 22, 2005, by William C. Crabbe and James S. Rowan as Managers of Nightingale Group, LLC, a Colorado limited liability company. Witness my hand and official seal. E. cgzcze--veLl My Commission Expires. 05 60 Nota Pu is war...ae MARY E. BR0SWELL ' FO......... "1-- LNG 2-I It D File No. TNGR0001110 DOC-WD Indv to Indv File No. TNGR0001110 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that Nightingale Group, LLC, a Colorado limited liability company of the County of Weld, in the State of Colorado, Seller(s), for all and in consideration of TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION to Seller(s) in hand paid at or before the ensealing or delivery of these presents by Board of County Commissioners of Weld County, Colorado, Buyer(s), of the County of Weld, State of Colorado, the receipt whereof is hereby acknowledged has bargained and sold, and by these presents do grant and convey unto the said Buyer(s), his personal representative, successors and/or assigns, the following property, goods and chattels, to wit: 1. Fixtures. If attached to the Property on the date of this contract: lighting, heating, plumbing, ventilating and air conditioning fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, sprinkler systems and controls; and None. 2. Exclusions. The following attached fixtures are excluded from this sale: None. 3. Personal Property. If on the Property whether attached or not on the date of this contract: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods drapery rods, storage sheds and all keys. If checked, the following are included: j Smoke/Fire Detectors O Security Systems; and None. 4. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: Those remaining on the property will become the property of Buyer. Located at: 1008 9th Street, Greeley, CO 80631 TO HAVE AND TO HOLD the same unto the Buyer(s), his personal representative, successors and/or assigns, forever. The said Seller covenants and agrees to and with the Buyer(s), his personal representative, successors and/or assigns, to WARRANT and DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever. When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF, The Seller(s) have hereunto set their hands and seals, on November 22, 2005. Night' alee Giroup, LLC, a Colorado limited liability company x):*2- Z''.,a/-i" le BY: William C. abbe It9\ MaJnager / BY: James . Ro an Its/ Manager STATE OF COLORADO )SS COUNTY OF WELD ) The foregoing instrument was acknowledged before me on November 22, 2005, by William C. Crabbe and James S. Rowan as Managers of Nightingale Group, LLC, a Colorado limited liability company. Witness my hand and official seal. g ga My Commission Expires: Not ry blic �( CS los lag �tpRY pV */ Leh MARIE. \ „ v, BROSWEit t �'° fro O COO DOC-Bill of Sale (Commercial) Hello