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Home My WebLink About20032777.tiff RESOLUTION RE: APPROVE AGREEMENT FOR PURCHASE OF REAL PROPERTY AND AUTHORIZE CHAIR TO SIGN - MLS PROPERTIES, 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 an Agreement for Purchase of Real Property between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and MLS Properties, LLC, with terms and conditions being as stated in said agreement, for the purchase of properties described as: Lots 5 and 6, and the E1/2 of Lot 7, Block 76, in the City of Greeley, Weld County, Colorado WHEREAS,after review,the Board deems it advisable to approve said agreement,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 Agreement for Purchase of Real Property between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and MLS Properties, LLC, 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 6th day of October, A.D., 2003. BOARD OF COUNTY COMMISSIONERS �/!I �� WELDWUNTY, COLORADO ATTEST: �bt5 /� %!/ 4 CC' \ Da Long, hair �� •�. ty Clerk to the Boa d Robert D. den, Pro-Tem 361 rk to the Board M. J. eile �'�� "•; y��`�%,A ;. •RM: Jerke/ C•rtws ttor ey ad V Glenn Vaad gate of signature: ' I7 2003-2777 PR0024 AGREEMENT FOR PURCHASE OF REAL PROPERTY , 2003 1. PARTIES AND PROPERTY: The County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 915 10th Street, Greeley, Colorado 80631, Buyer, hereby agrees to buy, and the Seller, MLS Properties, LLC, whose address is 918 10th Street, Greeley, Colorado 80631, agrees to sell, on the terms and conditions set forth in this agreement ("Agreement"), the real estate described as: Lots 5 and 6, and the East Half(E'/2) of Lot 7, Block 76, in the City of Greeley, Weld County, Colorado, together with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other appurtenances thereto, all improvements thereon and all attached fixtures thereon, except as herein excluded(collectively described herein as "the Property"). 2. PURCHASE PRICE AND TERMS: The purchase price shall be Four-Hundred Fifty- Eight Thousand Three-Hundred Seventy-Five Dollars and no/100 ($458,375.00), payable in U.S. dollars to Seller by Buyer on the date of closing. 3. NOT ASSIGNABLE: This Agreement shall not be assignable by Buyer without Seller's prior written consent. Except as so restricted, this Agreement shall inure to the benefit of and be binding upon the heirs,personal representatives, successors and assigns of the parties. 4. EVIDENCE OF TITLE: On or before December 15, 2003 (the"Title Deadline"), Seller shall furnish to Buyer, at Seller's expense, a current commitment for an owner's title insurance policy from a title insurance company selected by Buyer(the "Title Company") in an amount equal to the purchase price (the "Title Commitment") together with copies of all instruments or documents listed in the title Commitment as exceptions to the title ("Exceptions"). It shall be a condition precedent to Buyer's obligation to consummate and close the transaction contemplated by this Agreement that the Title Company be unconditionally and irrevocably committed, upon the closing, to issue the title insurance policy described in the Title Commitment, subject only to those Exceptions that are of record. In the event the Title Company is not so unconditionally and irrevocably committed to issue such policy upon the closing, then Buyer shall not be obligated to close the transaction and may terminate this Agreement. Seller shall pay the cost of the premium for a standard owner's policy of title insurance issued pursuant to the Title Commitment, including the cost of any endorsements required by Buyer in order to satisfy any of Buyer's obligations to title given pursuant to Section 5, herein. If Buyer desires extended coverage title insurance or any additional endorsements to its title insurance policy, Buyer shall be responsible for any additional premium charged by the Title Company for such extended coverage or additional endorsements. Buyer(s) 1 Page 1 of 6 Pages Seller(s) ,;Mo.3-a 777 5. TITLE: (a) Title Review: Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and given to Seller on or before thirty(30) calendar days after Title Deadline and receipt of all instruments and documents listed as Exceptions, or within five (5) calendar days after receipt by Buyer of any new Title Documents not shown on the Title Commitment or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document adding new Exception(s) to title. If Seller does not receive Buyer's notice by the date(s) 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 the Title Deadline set forth in Section 4, herein, true copies of all lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer, or any designee, shall have the right to inspect the Property to determine if any third party(s) has any right in the Property not shown by the public records (such as an unrecorded easements, unrecorded leases, or boundary line discrepancies). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller no later than thirty(30) calendar days after the Title Deadline. After such date required for notification and until closing, (i) Seller shall immediately disclose to Buyer the existence of any easements, liens, or other title matters not previously disclosed to Buyer and of which Seller becomes aware, and (ii) Buyer shall have an ongoing right to inspect the Property to determine the existence of any potential or actual third-party rights in or claims to the Property which may arise after such date. In the event Seller notifies Buyer of any new condition pursuant to subparagraph (i) above, which condition is unsatisfactory to Buyer as determined in Buyer's sole and absolute discretion, or Buyer discovers any unsatisfactory condition as determined in Buyer's sole and absolute discretion not reasonably discoverable in Buyer's prior inspection or inspections of the Property, Buyer shall notify Seller of such unsatisfactory condition within five (5) business days after the date of Buyer's receipt of Seller's notice or Buyer's inspection, as the case may be. 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) Right to Cure: If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s) as provided in Subsection (a) or(b) above, Seller shall use reasonable effort to correct said unsatisfactory title condition(s)prior to the date of closing. If Seller fails to correct said unsatisfactory title condition(s) on or before the date of closing, this Agreement shall then terminate; provided, however, Buyer may, by Buyer(s) t Page 2 of 6 Pages Seller(s) written notice received by Seller, on or before closing, waive objection to said unsatisfactory title condition(s). 6. INSPECTION: Seller agrees to provide Buyer on or before January 1, 2004, with a Seller's Property Disclosure form completed by Seller to the best of Seller's current actual knowledge. Buyer or any designee, shall have the right to have inspection(s) of the physical condition of the Property and Inclusions, at Buyer's expense. If written notice of any unsatisfactory condition, signed by or on behalf of Buyer, is not received by Seller on or before January 10, 2004 ("Objection Deadline"), the physical condition of the Property and Inclusions shall be deemed to be satisfactory to Buyer. If such notice is received by Seller as set forth above, and if Buyer and Seller have not agreed, in writing, to a settlement thereof on or before January 21, 2004 ("Resolution Deadline"), this Agreement shall terminate three (3) calendar days following the Resolution Deadline; unless, within the three (3) calendar days, Seller receives written notice from Buyer waiving objection to any unsatisfactory condition. Buyer is solely responsible for and shall pay all costs associated with any inspection on the Property and shall not allow a lien to be placed on the Property resulting from any work done or requested by the Buyer. Buyer shall be responsible for and pay any and all damages, resulting from Buyer's inspection of the Property, and in the event Buyer shall fail to complete the purchase of the Property, Buyer shall return the Property to the Seller in substantially the condition the Property was in prior to the Buyer's inspection. Buyer agrees to provide the Seller with a copy of any and all inspections within five (5) days of the receipt of any reports by the Buyer. The provisions of this paragraph shall survive the closing. 7. DATE OF CLOSING: The date of closing ("Closing Date") shall be January 28, 2004, or by mutual agreement at an earlier date. The hour and place of closing shall be designated by Seller and Buyer. 8. 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, on the Closing Date, conveying the Property free and clear of all encumbrances of record and taxes, except the general taxes for the year of closing. 9. PAYMENT OF ENCUMBRANCES: Any encumbrance required to be paid, including, but not limited to, all property taxes for tax year 2003 and all previous taxes years, and any special assessments, shall be paid at or before the Closing Date from the proceeds of this action or from any other source. 10. CLOSING COSTS, DOCUMENTS AND SERVICES: Buyer and Seller shall pay their respective closing costs and all other items required to be paid at closing, except as Buyer(s) c E i , Page 3 of 6 Pages Seller(s) otherwise provided herein. Buyer and Seller shall sign and complete all customary or required documents at or before closing. 11. PROBATIONS: General taxes for the year of closing, based on the taxes for the calendar year immediately preceding closing, rents, water and sewer charges, owner's association dues, and interest on continuing loan(s), if any. No other shall be prorated to the Closing Date. 12. POSSESSION: Buyer shall be entitled to possession of the Property upon closing. Subsequent to the date of this Agreement and prior to the closing, buyer, its agents and employees shall be entitled to enter upon the Property for the purpose of making inspections thereof. 13. CONDITION AND DAMAGE TO PROPERTY: The Property shall be delivered in its improved condition. In the event the Property shall be damaged by fire or other casualty prior to time of 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 date of closing. In the event such damage is not repaired within said time or if the damages exceed such sum, this Agreement may be terminated at the option of Buyer. Should Buyer elect to carry out this Agreement despite such damage, Buyer shall be entitled to credit for all the insurance proceeds resulting from such damage to the Property, not exceeding, however, the total purchase price. 14. TIME OF ESSENCE/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: Seller may elect to treat this Agreement 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 Agreement as being in full force and effect and Seller shall have the right to specific performance or damages, or both. (b) IF SELLER IS IN DEFAULT: Buyer may elect to treat this Agreement 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 Agreement as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. Buyer(s) U Page 4 of 6 Pages Seller(s) (c) COSTS AND EXPENSES: Anything to the contrary herein notwithstanding, in the event of any litigation arising out of this Agreement the court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. 15. RECOMMENDATION OF LEGAL COUNSEL: By signing this document Buyer and Seller acknowledge that they have been 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 Agreement. 16. NOTICE TO BUYER: Any notice to Buyer shall be effective when received by Buyer. 17. NOTICE TO SELLER: Any notice to Seller shall be effective when received by Seller. 18. MODIFICATION OF THIS AGREEMENT: No subsequent modification of any of the terms of this Agreement shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. 19. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement 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 Agreement. 20. 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 such acceptance on or before October 15, 2003 ("Acceptance Deadline"). If accepted, this document shall become a Agreement 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 Agreement between the parties. 21. ADDITIONAL PROVISIONS: a. NO WAIVER OF IMMUNITY: No portion of this Intergovernmental Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor shall any portion of this Intergovernmental Agreement be deemed to have created a duty of care which did not previously exist with respect to any person not a party to this Intergovernmental Agreement. b. NO THIRD PARTY BENEFICIARY ENFORCEMENT: It is expressly understood and agreed that the enforcement of the terms and conditions of this Intergovernmental Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in Buyer(s) Q' L Page 5 of 6 Pages Seller(s) this Intergovernmental Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Intergovernmental Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Intergovernmental Agreement shall be an incidental beneficiary only. c. SEVERABILITY: If any clause, provision, subsection, section or article of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity, illegality or enforceability of such clause,provision, subsection, section or article shall not affect any of the remaining provisions of this Agreement. IT IS MUTUALLY AGREED that the terms and conditions of this Agreement shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of the respective parties hereto. IN WITNESS WHEREOF, the parties have set their hands on the day and year first above written. OWNER: By. 4�'l Title: d%/VP/ ATTEST: `:� /4 � BOARD OF COUNTY COMMISSIONERS � OF WELD COUNTY, �.TATE OF COLORADO Deputy Clerk to the Board oC►f David E. Long, Chai Buyer(s) b- b Page 6 of 6 Pages Seller(s) //1/ ADDENDUM RE: Agreement For Purchase Of Real Property Buyer: County of Weld Seller: MLS Properties,LLC Property: Lots 5 and 6,and the East Half(E1/2) of Lot 7, Block 76, in the City of Greeley, Weld County, Colorado BUYER and SELLER agree that the terms and conditions of this Addendum as hereinafter set forth shall be attached to and filly incorporated into the Agreement For Purchase Of Real Property: First: Paragraph 6. INSPECTION, is amended to require SELLER to provide BUYER with a Seller's Property Disclosure form on or before October 15,2003(rather than January 1, 2004); the "Objection Deadline" is amended to be on or before October 22, 2003 (rather than January 10, 2004); and the"Resolution Deadline"is amended to be on or before October 29, 2003 (rather than January 21,2004).All other terms and conditions of paragraph 6 not herewith amended shall remain as written in said Agreement For Purchase Of Real Property. Second: Paragraph 21. ADDITIONAL PROVISIONS, is amended by the addition of subparagraph d. as follows: d. CONTINGENCY: This Agreement For Purchase Of Real Property is contingent upon Seller's final closing of purchase and possession of the property described as Lot 3, Block 2, Mosier Hill Subdivision, 3r°Replat, City of Greeley, Weld County, State of Colorado,also known as 5754 West 11th Street, Greeley, Colorado, on or before January 28, 2004. In the event this contingency is not satisfied, Seller shall not be deemed to be in default and Buyer shall not be entitled to any remedy as set forth in paragraph 14.(b) of said Agreement For Purchase Of Real Property, such as damages and/or specific performance. OWNER: MLS Prope 'es,LL BY: Micha Shoop Title: Mem ager OF COUNTY COMMISSIONERS COUNTY, STATE OF COLORADO Attest: iiAltedetaiji ,1 I +tti:tp BY: 77.tytee, Deputy Clerk to the Bo. � \%i � David E. Long, Chairm.. OCT 0 6 2003 WELD COUNTY TITLE COMPANY 1009 37th Ave. Ct., Ste. 101 Greeley, CO 80634 (970) 351-0007 Escrow Officer: Nancy A. Lohr Title No. : 71448 Escrow Closer Date : April 5, 2004 BUYER'S CLOSING STATEMENT Buyer(s): County of Weld, A Body Corporate and Seller(s): MLS Properties LLC, a Colorado Limited Politic Liability Company Property: 918 10th Street Greeley, CO 80631 Lot 5 8 6 8 E2 Lot 7, Block 76 DEBIT CREDIT Contract Sales Price $458,375.00 PRORATIONS COUNTY TAXES 01/01/04 to 04/05/04 2,104.75 LENDER CHARGES: RESERVES TITLE CHARGES REAL ESTATE CLOSING FEE 112.50 Tax Information Services 120.00 FACILITATION OF DOCUMENT PREP 2.50 RECORDING FEES, TRANSFER TAXES Warranty Deed 6.00 DOCUMENTARY FEE 45.84 ADDITIONAL CHARGES ***** SUB TOTAL 458,661.84 2,104.75 RECEIPT DUE FROM BUYER 456,557.09 $458,661.84 $458,661.84 The above figures do not include sales or use taxes on personal property. THE ABOVE DEDUCTIONS, ADJUSTMENTS, DISBURSEMENTS ARE HEREBY AUTHORIZED AND APPROVED. County of Weld, A Body Corporate and Broker N/A Politic IC .--3?BY k Weld County Title Company Robert D. Masden, Chair By: Nancy A. Lohr ice oo a V 4 PC3 J 777 CLOSING INSTRUCTIONS SETTLEMENT DATE - WELD COUNTY TITLE COMPANY FILE NUMBER - 71448 The undersigned Seller and Purchaser are same as specifically described in Commitment for Title Insurance ("Commitment") issued under the above file number by Weld County Title Company("WCTC"), do hereby designate Weld County Title Company as Closing Agent to facilitate and complete the transfer of the property described in the above referenced commitment,and therefore, instruct and authorize the Closing Agent as follows: 1. Closing Agent shall use the sales contract which contains the terms of the sale between the herein parties as a basis for closing the transaction. Closing Agent shall obtain payoff information,prepare settlement statements,type standard deed forms,disburse funds, and record documents, subject to our approval. Closing Agent will prepare water or water right transfer forms if specifically instructed. Closing Agent does not represent water, zoning,or land use matters. All parties agree that they are satisfied as to the terms and completion of the sales contract insofar as Closing Agent is concerned. 2. Closing Agent is not authorized to release any documents or things of value prior to receipt and disbursement of Good Funds(as defined by Colorado law). All funds received shall be deposited with other escrow funds in a custodial escrow account of WCTC in a state or federal bank(depository institutions). The parties hereunder acknowledge that these accounts may bear interest for the benefit of WCTC;and,because of these and other banking relationships with depository institutions,WCTC and/or its affiliates may receive banking services,accommodations or other benefits that accrue,directly or indirectly,to WCTC and its affiliates who shall have no obligation to account to the parties to this escrow. Closing Agent shall disburse all funds on checks drawn on its escrow account except those funds as may be disbursed by purchasers' lender. The undersigned agree that no one other than the final disbursing party can assure that payoff of loans and other disbursements will actually be made. The undersigned also agree that l) WCTC does not represent the validity or the effect, if any, of a 1031 Tax Deferred Exchange, and 2) WCTC shall have no liability or obligation with respect to withholding of funds pursuant to Section 1445 of the IRS Code of 1986 as amended. 3. The parties hereto agree to fully cooperate with Closing Agent after closing to correct any inadvertent errors in documents,funds, or disbursements,including,without limitation,refunding overpayments and paying cash shortages which are properly documented. For purposes stated herein, WCTC is appointed our attorney-in-fact and is hereby authorized to correct clerical or typographical errors and to initial, sign,seal,and deliver as my act,any instrument which my agent determines to be necessary to effectuate the correction. The undersigned ratifies whatsoever my said agent shall lawfully do or cause to be done in the correction of said clerical and/or typographical errors. My agent is not authorized to make any changes or corrections as to the interest rate,due dates, amounts of principal indebtedness stated on the Deed of Trust or promissory note, or the consideration stated on the Deed. The undersigned understands that signing this authorization is not mandatory. 4. The contract provides, in part, for the general taxes for the year of closing to be apportioned on the basis of the taxes for the calendar year immediately preceding closing;therefore, in accordance with information provided by the Weld County Treasurer's Office in the form of tax certifications(s) or verbal information,Closing Agent shall prorate based on the following 2003 figures(s): $8086.68. In consideration of said contract instructions,all parties acknowledge that Closing Agent has not obtained updated current year assessments from the Weld County Assessor's office. All parties acknowledge and accept that Closing Agent has not obtained separate information from the Weld County Assessor and/or State of Colorado regarding any property tax exemption which may have been claimed and/or awarded to Seller(or prior sellers)in connection with Section 3.5 of Article X of the State of Colorado Constitution which relates to the Senior Property Tax Exemption. The tax adjustment based on the abo rift ted as such on the settlement statements shall be considered final settlement as between the parties heret.,. Cl in eut ati e terms of the contract regarding same shall be satisfied in full; ■ �- Initial(s): 5. Seller and Buyer acknowledge that the Weld County Treasurer represents that it may modify the status of prior years' taxes for a period of up to two years. However,for the purpose of this closing,all parties instruct WCTC to rely upon a tax certification issued by the Weld County Treasurer and/or information from the Weld County website which represents the prior years' tax status and agree that WCTC shall bear no liability if, after closing,the Weld County Treasurer assesses additional tax amounts due for prior years' taxes. 6. The referenced contract further addresses the issue of special assessments;therefore, Seller certifies to and makes the following representation upon which Purchaser instructs Closing Agent to rely upon and upon which Seller further agrees to indemnify and hold harmless Purchaser and Closing Agent from any loss or damage they may sustain should the following statements be incorrect: a) Seller has not received notice from any governmental or private authority which creates or may create assessments or liens on the subject property for improvements installed or to be installed;b)No notice has been received from any authority requiring repair, cleanup,installation,or removal of any real,personal,or aesthetic improvements;c)Seller is not aware of any covenant violations nor has received notice from any party asserting a violation of covenants. 7. Seller and Purchaser further agree to indemnify and hold harmless Closing Agent from any loss or damage they should sustain, including any reasonable attorney fees, arising out of any misrepresentation contained herein or breach of this agreement. This instrument shall be binding upon and inure to the benefit of the undersigned and their respective heirs,successors,representatives and assigns. 8. 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. 9. If all requirements of closing are not satisfied by , including receipt of good funds, 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 instructions. 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. 10. 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 attorneys' fees. MIS Properties, LLC County of Weld,A Body Corporate and Politic By Michael V.Shoop Living Trust dated By Robert D. Masden 3/27/1986,Manager,by Michael V. Shoop, Chair By Trustee CLOSING SERVICES EXPLANATION AND RATIFICATION AGREEMENT PURCHASER: SELLER: PROPERTY ADDRESS: 918 10th Street Greeley CO 80631 WELD COUNTY TITLE COMPANY FILE NO: 71448 Dear Seller and Purchaser: Thank you for requesting title insurance and closing/disbursement services from Weld County Title Company (hereinafter referred to as WCTC) . We are pleased to provide these services, but since no realtor or attorney is involved in this transaction, we are limited in the nature and scope of our involvement and participation as a closing agent. WCTC agrees to provide closing services for your transaction subject to the following limitations and understanding: 1. The closing settlement statements are prepared based solely on information provided to WCTC by your contract and any supplementary instructions provided mutually by both Purchaser and Seller. 2. Documents will be prepared by filling in blanks on forms chosen by you with information provided and directed by you. 3 . WCTC has not participated in any way in the negotiation or drafting of your sale-purchase contract and makes no representation or guarantee as to its validity, enforceability or contents. 4 . WCTC cannot and does not act as a realtor or as an attorney and makes no representation, expresses no opinion, gives no advice and does not purport to represent or favor either party to this transaction with respect to legal aspects of effects of the transaction or closing documentation. WCTC does not in any way represent either party as attorney, agent, advisor, or realtor. 5. WCTC strongly suggests that each of you should consult an attorney and/or realtor of your choice for advice concerning this transaction, review of closing documentation and any other aspects of the transaction on which you may have questions or which you may not fully understand. We further recommend that you consult your respective attorneys prior to the closing of the transaction for advice as to its effects and the nature of your obligations. WELD COUNTY TITLE COMPANY BY: Nancy Lohr IN REFERENCE TO THE ABOVE CLOSING THE UNDERSIGNED HEREBY RATIFY: A. Purchaser and Seller agree that WCTC has acted as closing agent in good faith and according to instructions, and both parties hereby release and discharge WCTC of any further responsibility, liability and obligation with respect to the said closing and its effects. B. It is also agreed that all funds including any earnest money deposit have been properly and satisfactorily disbursed according to the contract and mutual instructions of the Purchaser and Seller. C. All documents that may have been prepared by WCTC according to your instructions, including but not limited to deed(s) , promissory note(s) and deed(s) of trust for the above referenced closing have been reviewed by the undersigned Purchaser and Seller and it is agreed that the proper forms were used and that these documents contain the correct information and have been properly prepared. The foregoing is hereby agreed to and approved, and a copy hereof received this . Purchaser Seller Purchaser €01PN WARRANTY DEED THIS DEED, Made this day of April, 2004 between MLS Properties LLC, a Colorado Limited Liability Company of the County of Weld and State of CO, grantor, and County of Weld, A Body Corporate and Politic whose legal address is 915 10th Street, Greeley, CO 80631 of the County of Weld and State of CO, grantees: WITNESSETH, That the grantor for and in consideration of the sum of FOUR HUNDRED FIFTY EIGHT THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100, ($458,375.00) Dollars, 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, 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, 6 and the E1/2 of Lot 7, Block 76, in the City of Greeley, County of Weld, State of Colorado. also known by street and number as 918 10th Street, Greeley, CO 80631 TOGETHER with all and singular the hereditaments and appurtenances thereto 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, 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, his heirs and assigns forever. And the grantor, for himself, his heirs and personal representatives, does covenant, grant, bargain, and agree to and with the grantee, his heirs and assigns, that at 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 soever, except general taxes for 2004 and subsequent years; except easements, restrictions, covenants, conditions, reservations and rights of way of record, if any; The grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee, 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. 3/27/1986, Manager by Michael V. Shoop, MLS Properties LLC, a Colorado Limited Trustee Liability Company BY �. �J1�O6 �Y Mich p iving Trust dated STATE OF COLORADO } ss. The foregoing instrument was acknowledged before County of Weld } me this . day of April, 2004 by MLS Properties LLC, a Colorado Limited Liability Company by Michael V. Shoop Living Trust dated 3/27/1986, Manager by Michael V. Shoop, Trustee Witness my hand and official seal . My commission expires July 18, 2004 NOTARY PUBLIC 1009 37th Ave. Ct. , Ste. 101 No. 932A. Rev. 7-84 Greeley, COLORADO 80634 REAL PROPERTY TRANSFER DECLARATION (TD-1000) GENERAL INFORMATION Purpose:The Real Property Transfer Declaration provides essential information to the county assessor to help ensure fair and uniform assessments for all property for property tax purposes. Refer to 39-14-102(4), Colorado Revised Statutes(C.R.S.). Requirements: All conveyance documents (deeds) subject to the documentary fee submitted to the county clerk and recorder for recordation must be accompanied by a Real Property Transfer Declaration. This declaration must be completed and signed by the grantor(seller) or grantee(buyer). Refer to 39-14-102(1)(a), C.R.S. Penalty for Noncompliance: Whenever a Real Property Transfer Declaration does not accompany the deed, the clerk and recorder notifies the county assessor who will send a notice to the buyer requesting that the declaration be returned within thirty days after the notice is mailed. If the Real Property Transfer Declaration is not returned to the county assessor within the 30 days of notice,the assessor may impose a penalty of$25.00 or .025% (.00025) of the sale price,whichever is greater. This penalty may be imposed for any subsequent year that the buyer fails to submit the declaration until the property is sold. Refer to 39-14-I02(1)(b), C.R.S. Confidentiality: The assessor is required to make the Real Property Transfer Declaration available for inspection to the buyer. However, it is only available to the seller if the seller filed the declaration. Information derived from the Real Property Transfer Declaration is available to any taxpayer or any agent of such taxpayer subject to confidentiality requirements as provided by law. Refer to 39-5-121.5, D.R.S. and 39-13-102(5)(c), C.R.S. 1. Address and/or legal description of the real property sold: Please do not use P.O. Box numbers 918 10th Street Greeley CO 80631 2. Type of property purchased: Single Family Residential _ Townhome Condominium _ Multi-Unit Res xx Commercial _ Industrial _Agricultural _Mixed Use _Vacant Land _Other 3. Date of closing: Month Day Year ((PI 4. Total sale price: Including all real and personal property. $ 458,375.00 5. Was any personal property included in the transaction? Personal property would include,but is not limited to,carpeting,drapes,free standing appliances,equipment,inventory,furniture. If the personal property is not listed,the entire purchase price will be assumed to be for the real property as per 39-13-102,C.R.S. Yes No If yes, approximate value $ Describe 6. Did the total sale price include a trade or exchange of additional real or personal property? If yes,give the approximate value of the goods or services as of the date of closing. _Yes X No If yes, value $ If yes, does this transaction involve a trade under IRS code Section 1031? _ Yes X No 7. Was 100% interest in the real property purchased? Mark "no"if only a partial interest is being purchased. X Yes _No If no, interest purchased 8. Is this a transaction among related parties? Indicate whether the buyer or seller are related. Related parties include persons within the same family, business affiliates,or affiliated corporations. Yes X No 9. Check any of the following that apply to the condition of the improvements at the time of purchase. _ New _Excellent _ Good _Average _Fair _Poor _ Salvage. • If the property is financed,please complete the following. 10.Total amount fmanced. $ 11.Type of financing: (Check all that apply) New Assumed Seller _Third Party _Combination; Explain 12.Terms: _Variable; Starting interest rate _Fixed; Interest rate Length of time years. Balloon payment _ Yes No. If yes, amount --- Due date 13.Please explain any special terms, seller concessions,or financing and any other information that would help the assessor understand the terms of sale. For properties other than residential(Residential is defined as: single family detached,townhomes, apartments and condominiums) please complete questions 14-16 if applicable. Otherwise, skip to #17 to complete. 14.Did the purchase price include a franchise of license fee? Yes X No If yes, franchise of license fee value $ 15.Did the purchase price involve an installment land contract? _Yes X No If yes, date of contract 16.If this was a vacant land sale, was an on-site inspection of the property conducted by the buyer prior to the closing? X Yes No Remarks: Please include any additional information concerning the sale you may feel is important. 17.Signed this day of 20 Enter the day,month,and year,have at least one of the parties to the transaction sign the document,and include an address and a daytime phone number. Please designate buyer or seller. Signature of Grantee(Buyer)X or Grantor (Seller) 915 10th Street ( ) Address (mailing) Daytime Phone Greeley, CO 80631 City, State and Zip Code Case No. 71448 FINAL AFFIDAVIT AND AGREEMENT The undersigned, as General Contractor and/or Owner(s) and Purchaser(s) , for the purpose of inducing WELD COUNTY TITLE COMPANY to issue its Loan and/or Owner' s Policy for Title Insurance in connection with the property described as: 918 10th Street, Greeley, CO 80631 without exception as to mechanic's or other statutory liens, or any rights thereto, where no notice of said liens or rights appear of record, do hereby make the following representations to WELD COUNTY TITLE COMPANY with full knowledge and intent that said Company shall rely thereon: OWNER'S AND/OR GENERAL CONTRACTOR'S STATEMENT: 1. That all persons, firms and corporations, including the General Contractor, and all subcontractors, who have furnished services, labor or materials, according to plans and specifications or otherwise used in connection with the construction of improvements on the real estate herein described, have been paid in full . 2 . That no claims have been made to the undersigned, nor is any suit now pending on behalf of any contractor, subcontractor, laborer or materialman, and that no chattel mortgages, conditional bills of sale, security agreements or financing statements have been made, or are now outstanding as to any materials, appliances, fixtures, or furnishings placed upon or installed in said premises. 3 . That all of the improvements constructed on the real estate herein described were completed on or before . PURCHASER'S STATEMENT: 1. That the improvements on the land have been fully completed by the General Contractor and accepted by the undersigned as complete and satisfactory. 2. That the full purchase price has been paid by said Purchasers to satisfy all contractual and legal obligations of the owner, including all amounts due to the principal contractor or subcontractors for payments of services, labor or materials. 3. That said premises (were) (will be) occupied by said Purchasers on or about . 4. That the undersigned are not aware of any bills for services, labor or materials used in connection with the construction of said improvements which have not been paid. 5. The undersigned have not caused, agreed to or contracted for any materials to be furnished or work to be done on said improvements which materials or labor have not been paid for in full or which materials or labor could give rise to mechanic' s or other statutory liens; and have not executed any security agreements or financing statements for materials, appliances, fixtures or furnishings placed upon or installed in said premises. THEREFORE THE UNDERSIGNED DO HEREBY AGREE TO PROTECT, DEFEND AND HOLD HARMLESS WELD COUNTY TITLE COMPANY AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, COSTS AND ATTORNEY FEES BY REASON OF ANY CLAIMS OR LIENS ASSERTED WITH RESPECT TO THE MATTERS DESCRIBED IN THE ABOVE PARAGRAPH(S) . THIS PARAGRAPH SHALL APPLY ONLY TO EACH OF THE UNDERSIGNED AS IT RELATES TO WHICHEVER OF THE CONTRACTORS, OWNERS OR PURCHASERS STATEMENT(S) AS IS APPROPRIATE. Seller(s) Buyer(s). MLS Properties LLC, a Colorado Limited County of Weld, A Body Corporate and Liability Company Politic BY BY Michael V. Shoop Living Trust dated Ro.-rt , air 3/27/1986, Manager by Michael V. Shoop, Trustee STATE OF COLORADO } COUNTY OF Weld } The foregoing instrument was acknowledged, subscribed and sworn to before me this . day of April„ 2004, by County of Weld, A Body Corporate and Politic by Robert D. Masden, Chair, MLS Properties LLC, a Colorado Limited Liability Company by Michael V. Shoop Living Trust dated 3/27/1986, Manager by Michael V. Shoop, Trustee WITNESS MY HAND AND OFFICIAL SPAT . 07/18/04 COMMISSION EXPIRES Notary Public BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, THAT MLS Properties LLC, a Colorado Limited Liability Company of the County of Weld and State of CO, (Seller) , for consideration of ONE AND 00/100 AND OTHER GOOD AND VALUABLE CONSIDERATION DOLLARS, to him in hand paid, at or before the ensealing or delivery of these presents by County of Weld, A Body Corporate and Politic of the County of Weld and State of CO, (Buyer) , the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey unto the said Buyer, his personal representatives, successors and assigns, the following property, goods and chattels, to wit: ALL items shown in Contract. located at 918 10th Street, Greeley, CO 80631 TO HAVE AND TO HOLD the same unto the said Buyer, his personal representatives, successors and assigns, forever. The said Seller covenants and agrees to and with the Buyer, his personal representative, successors and assigns, to WARRANT AND DEFEND the sale of said property, goods and chattels, against all and every person or person 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 has executed this Bill of Sale this S . day of April, 2004. MLS Properties LLC, a Colorado Limited Liability Company BYla Michael V. Shop Living Trust dated 3/27/1986, M.. ager by Michael V. Shoop, Trustee STATE OF COLORADO } } ss. The foregoing instrument was acknowledged before me County of Weld } this Zi '. day of April, 2004 by MLS Properties LLC, a Colorado Limited Liability Company by Michael V. Shoop Living Trust dated 3/27/1986, Manager by Michael V. Shoop, Trustee, ,SPRY Ppe Witness my hand and official seal . ."••�'(c My commission expires July 18, 2004 • NANCY A. LOHR CO r•O OTARY PUBLIC ....... No. 1009 37th A e. Ct. , Ste. 101 No. 3 E likEZ® 3 Greeley, COLORADO 80634 WELD COUNTY TITLE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A Commitment No. : 71448 1. Effective Date: March 19, 2004 @ 7 : 00 A.M. 2 . Policy or policies to be issued: Amount Premium A. ALTA Owner's Policy $ 458,375. 00 $1,315.00 Proposed Insured: County of Weld, A Body Corporate and Politic B. ALTA Loan Policy $ $ Proposed Insured: Tax Info Services $30.00 3 . The estate or interest in the land described or referred to in this commitment and covered herein is fee simple and title thereto at the effective date hereof vested in: MLS Properties LLC, a Colorado Limited Liability Company 4 . The land referred to in this commitment is described as follows: Lots 5, 6 and the E1/2 of Lot 7, Block 76, in the City of Greeley, County of Weld, State of Colorado. WELD COUNTY TITLE COMPANY By Kathy Olson Authorized Signature Issued: March 24 , 2004 KAO/JAD ' WELD COUNTY TITLE COMPANY Commitment No. : 71448 SCHEDULE A - Continued REQUIREMENTS The following are the requirements to be complied with prior to the issuance of said policy or policies. Any other instrument recorded subsequent to the date hereof may appear as an exception under Schedule B of the policy to be issued. Unless otherwise noted, all documents must be recorded in the office of the clerk and recorder of the county in which said property is located. NOTE: PURSUANT TO SENATE BILL 91-14 (CRS 10-11-122) THE COMPANY WILL NOT ISSUE ITS POLICY OR POLICIES OF TITLE INSURANCE CONTEMPLATED BY THIS COMMITMENT UNTIL IT HAS BEEN PROVIDED A CERTIFICATE OF TAXES DUE OR OTHER EQUIVALENT DOCUMENTATION FROM THE COUNTY TREASURER OR THE COUNTY TREASURER'S AUTHORIZED AGENT; OR UNTIL THE PROPOSED INSURED HAS NOTIFIED OR INSTRUCTED THE COMPANY IN WRITING TO THE CONTRARY. NOTE: IF THIS TRANSACTION INCLUDES A SALE OF THE PROPERTY AND THE SALES PRICE EXCEEDS $100,000.00, THE SELLER MUST COMPLY WITH THE DISCLOSURE/WITHHOLDING PROVISIONS OF C.R.S. 39-22-604.5 (NONRESIDENT WITHHOLDING) . NOTE: EFFECTIVE SEPTEMBER 1, 1997, CRS 30-10-406 REQUIRES THAT ALL DOCUMENTS RECEIVED FOR RECORDING OR FILING IN THE CLERK AND RECORDER'S OFFICE SHALL CONTAIN A TOP MARGIN OF AT LEAST ONE INCH AND A LEFT, RIGHT AND BOTTOM MARGIN OF AT LEAST ONE-HALF INCH. THE CLERK AND RECORDER MAY REFUSE TO RECORD OR FILE ANY DOCUMENT THAT DOES NOT \l- [ r� CON ORM. �\�L ' J -1 3 LDS-F- 0'OC,10 J2 :>f i �' C(<; \ CC ! r� � A Release by the Public Trustee of: Lie-00J'Y0vn > r '{ ', )3(fj_� 1 j /c1 kDeed of Trust from Irene L. Boettcher, Richard A. Boettcher, Lori bb Shoop, Michael V. Shoop, Judy L. Tormey and Michael C. Tormey C6°' ( to the Public Trustee of the County of Weld for the use of Central At) , E�- C` ° Bank of Greeley to secure $360,000.00 dated August 12 , 1986 7recorded September 22, 1986 in Book 1129 as Reception No. 2070396. f rY i C v C:,-1 'i. , L�.,_, `;c>rv) 1 ' C Release by the Public Trustee of: °`'I { tyfr(,�_ - VYICl^- "-fro Deed of Trust from Irene L. Boettcher, chard A. Boettcher, Lori f\r ! D. Shoop, Michael V. Shoop, Judy L. Torm y and Michael C. Tormey ' N to the Public Trustee of the County of Weld for the use of Richard A. and Irene L*DQ_ettcher to secure $55,000. 00 dated June 7 , 1988 ecorded June 15, 1988 in Book 1199 as Reception No. 2144847. *35d— ?gig/ C Deed from MLS Properties LLC, a Colorado Limited Liability Company to County of Weld, A Body Corporate an Politic. , o?.J but-C. S LIgoI FveciertOoL, vy , , , , Page 2 ) ' ! ' It _J I ^.11F WELD COUNTY TITLE COMPANY Commitment No. : 71448 SCHEDULE A - Continued REQUIREMENTS NOTE: Per the Articles of Organization and/or the Operating Agreement for MLS Properties LLC, a Colorado limited liability company, the manager(s) authorized to sign is/are Michael V. Shoop Living Trust dated 3/27/1986 and Lori J. Shoop Living Trust dated 3/27/1986. Page 3 • • WELD COUNTY TITLE COMPANY Commitment No. : 71448 SCHEDULE B EXCEPTIONS The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4 . Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment. Note: The above exception will not appear on policies where closing and settlement has been performed by the company. 6 . a. Taxes due and payable; and any tax, special assessments, charge or lien imposed for water or sewer service, or for any other special taxing district. b. Any and all unredeemed tax sales, if any. Note:Upon receipt of a Certificate of Taxes Due evidencing that there are no existing open tax sales, the above exception 6b will not appear on the policy to be issued hereunder. Note: PURSUANT TO CRS 10-11-122 NOTICE IS HEREBY GIVEN THAT: (A) THE SUBJECT PROPERTY MAY BE LOCATED IN A SPECIAL TAXING DISTRICT; (B) A CERTIFICATE OF TAXES DUE LISTING EACH TAXING JURISDICTION ' MAY BE OBTAINED FROM THE COUNTY TREASURER OR THE COUNTY TREASURER'S AUTHORIZED AGENT; (C) INFORMATION REGARDING SPECIAL DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE OBTAINED FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. Page 4 WELD COUNTY TITLE COMPANY Commitment No. : 71448 SCHEDULE B - Continued EXCEPTIONS 7 . All rights of way and easements, including, but not limited to those for roads, ditches, waterways, utilities, drainage, pipelines, railroads, and avigation. • Page 5 WELD COUNTY TITLE COMPANY 1009 37th Ave . Ct . , Ste . 101 Greeley, CO 80634 Attn: Robert Madsen County of Weld 915 10th St Greeley CO 80631 Order No. 71448 May 04 , 2004 RE: 918 10th Street In connection with the above matter, we are enclosing herewith the ' following : Owners Policy Please contact our policy department © 970-356-3235 if you have any questions or concerns regarding this final title policy. Thank you! We are pleased to have the opportunity to be of service. ��3 a777 • ISSUED BY OWNER'S POLICY OF TITLE INSURANCE I wyerslide Insurance Crporation SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, LAWYERS TITLE INSURANCE CORPORATION, a Virginia corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs,attorneys'fees and expenses incurred in defense of the title, as insured,but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, LAWYERS TITLE INSURANCE CORPORATION has caused its corporate name and seal to be hereunto affixed by its duly authorized officers,the Policy to become valid when countersigned by an authorized officer or agent of the Company. LAWYERS TITLE INSURANCE CORPORATION / / -41MSuaAM�F y Attest: �j • d� fa.+'Q ev - .yyorry By: ./ Secretar y 731,$€A�.`Si 3 �' v rrL5 1925 /,‘9,S President 4 r h1�y�rox9!Er EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys'fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above, except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy;or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: (a) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer;or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer;or of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. NM 1 PA 10 ALTA Owner's Policy(10-17-92) Face Page Valid Only If Schedules A and B Are Attached Form 1190-88 ORIGINAL • CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. (d) In all cases where this policy permits or requires the Company to The following terms when used in this policy mean: prosecute or provide for the defense of any action or proceeding,the insured shall (a) 'insured":the insured named in Schedule A,and, subject to any rights secure to the Company the right to so prosecute or provide defense in the action or defenses the Company would have had against the named insured,those who or proceeding, and all appeals therein, and permit the Company to use, at its succeed to the interest of the named insured by operation of law as distinguished option, the name of the insured for this purpose. Whenever requested by the from purchase including,but not limited to,heirs,distributees,devisees,survivors, Company, the insured, at the Company's expense, shall give the Company all personal representatives,next of kin,or corporate or fiduciary successors. reasonable aid (i) in any action or proceeding, securing evidence, obtaining (b) 'insured claimant':an insured claiming loss or damage. witnesses, prosecuting or defending the action or proceeding, or effecting (c) 'knowledge'or"known":actual knowledge,not constructive knowledge settlement, and (ii) in any other lawful act which in the opinion of the Company or notice which may be imputed to an insured by reason of the public records as may be necessary or desirable to establish the title to the estate or interest as defined in this policy or any other records which impart constructive notice of insured. If the Company is prejudiced by the failure of the insured to furnish the matters affecting the land. required cooperation, the Company's obligations to the insured under the policy (d) 'land': the land described or referred to in Schedule A, and shall terminate, including any liability or obligation to defend, prosecute, or improvements affixed thereto which by law constitute real property. The term continue any litigation, with regard to the matter or matters requiring such "land" does not include any property beyond the lines of the area described or cooperation. referred to in Schedule A, nor any right, title, interest, estate or easement in 5. PROOF OF LOSS OR DAMAGE. abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the In addition to and after the notices required under Section 3 of these land is insured by this policy. Conditions and Stipulations have been provided the Company, a proof of loss or (e) "mortgage": mortgage, deed of trust, trust deed, or other security damage signed and sworn to by the insured claimant shall be furnished to the instrument. Company within 90 days after the insured claimant shall ascertain the facts giving (f) "public records': records established under state statutes at Date of rise to the loss or damage. The proof of loss or damage shall describe the defect Policy for the purpose of imparting constructive notice of matters relating to real in, or lien or encumbrance on the title, or other matter insured against by this property to purchasers for value and without knowledge. With respect to Section policy which constitutes the basis of loss or damage and shall state,to the extent 1(a)(iv) of the Exclusions From Coverage, "public records" shall also include possible, the basis of calculating the amount of the loss or damage. If the environmental protection liens filed in the records of the clerk of the United States Company is prejudiced by the failure of the insured claimant to provide the district court for the district in which the land is located. required proof of loss or damage,the Company's obligations to the insured under (g) "unmarketability of the title':an alleged or apparent matter affecting the the policy shall terminate, including any liability or obligation to defend,prosecute, title to the land, not excluded or excepted from coverage, which would entitle a or continue any litigation,with regard to the matter or matters requiring such proof purchaser of the estate or interest described in Schedule A to be released from of loss or damage. the obligation to purchase by virtue of a contractual condition requiring the delivery In addition, the insured claimant may reasonably be required to submit to of marketable title. examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. and places as may be designated by any authorized representative of the The coverage of this policy shall continue in force as of Date of Policy in Company, all records, books, ledgers, checks, correspondence and memoranda, favor of an insured only so long as the insured retains an estate or interest in the whether bearing a date before or after Date of Policy,which reasonably pertain to land,or holds an indebtedness secured by a purchase money mortgage given by the loss or damage. Further, if requested by any authorized representative of the a purchaser from the insured, or only so long as the insured shall have liability by Company, the insured claimant shall grant its permission, in writing, for any reason of covenants of warranty made by the insured in any transfer or authorized representative of the Company to examine, inspect and copy all conveyance of the estate or interest. This policy shall not continue in force in records, books, ledgers,checks, correspondence and memoranda in the custody favor of any purchaser from the insured of either(i) an estate or interest in the or control of a third party, which reasonably pertain to the loss or damage. All land,or(ii)an indebtedness secured by a purchase money mortgage given to the information designated as confidential by the insured claimant provided to the insured. Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. claim. Failure of the insured claimant to submit for examination under oath, The insured shall notify the Company promptly in writing (i) in case of any produce other reasonably requested information or grant permission to secure litigation as set forth in Section 4(a)below,(ii)in case knowledge shall come to an reasonably necessary information from third parties as required in this paragraph insured hereunder of any claim of title or interest which is adverse to the title to the shall terminate any liability of the Company under this policy as to that claim. estate or interest,as insured,and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; interest, as insured, is rejected as unmarketable. If prompt notice shall not be TERMINATION OF LIABILITY. given to the Company, then as to the insured all liability of the Company shall In case of a claim under this policy, the Company shall have the following terminate with regard to the matter or matters for which prompt notice is required; additional options: provided, however, that failure to notify the Company shall in no case prejudice (a)To Pay or Tender Payment of the Amount of Insurance. the rights of any insured under this policy unless the Company shall be prejudiced To pay or tender payment of the amount of insurance under this policy by the failure and then only to the extent of the prejudice. together with any costs,attorneys'fees and expenses incurred by the insured 4. AND OF ACTIONS; claimant,which were authorized by the Company,up to the time of payment or DUTY DEFENSE INSURED PROSECUTION CLAIMANT OFTO ACTIONS; tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option,all liability and obligations (a) Upon written request by the insured and subject to the options to the insured under this policy, other than to make the payment required, shall contained in Section 6 of these Conditions and Stipulations, the Company, at its terminate,including any liability or obligation to defend, prosecute,or continue any own cost and without unreasonable delay, shall provide for the defense of an litigation,and the policy shall be surrendered to the Company for cancellation. insured in litigation in which any third party asserts a claim adverse to the title or (b) To Pay or Otherwise Settle With Parties Other than the Insured or interest as insured, but only as to those stated causes of action alleging a defect, With the Insured Claimant. lien or encumbrance or other matter insured against by this policy. The Company (i)to pay or otherwise settle with other parties for or in the name of an shall have the right to select counsel of its choice (subject to the right of the insured claimant any claim insured against under this policy, together with any insured to object for reasonable cause)to represent the insured as to those stated costs, attorneys'fees and expenses incurred by the insured claimant which were causes of action and shall not be liable for and will not pay the fees of any other authorized by the Company up to time of payment and which the Company is counsel. The Company will not pay any fees, costs or expenses incurred by the obligated to pay;or insured in the defense of those causes of action which allege matters not insured (ii) to pay or otherwise settle with the insured claimant the loss or by this policy. damage provided for under this policy,together with any costs,attorneys'fees and (b) The Company shall have the right, at its own cost, to institute and expenses incurred by the insured claimant which were authorized by the prosecute any action or proceeding or to do any other act which in its opinion may Company up to the time of payment and which the Company is obligated to pay. be necessary or desirable to establish the title to the estate or interest,as insured, Upon the exercise by the Company of either of the options provided for in or to prevent or reduce loss or damage to the insured. The Company may take paragraphs(b)(i)or(ii),the Company's obligations to the insured under this policy any appropriate action under the terms of this policy, whether or not it shall be for the claimed loss or damage, other than the payments required to be made, liable hereunder,and shall not thereby concede liability or waive any provision of shall terminate, including any liability or obligation to defend, prosecute or this policy. If the Company shall exercise its rights under this paragraph, it shall continue any litigation. do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and exprcassly reserves the right,in its sole discretion,to appeal from any adverse B 2 - O O 8 5 judgment or order. CONTROL NO. 4 continued on next page of cover sheet CONDITIONS AND STIPULATIONS—Continued • 7. DETERMINATION,EXTENT OF LIABILITY AND COINSURANCE. (b) When liability and the extent of loss or damage has been definitely This policy is a contract of indemnity against actual monetary loss or fixed in accordance with these Conditions and Stipulations, the loss or damage sustained or incurred by the insured claimant who has suffered loss damage shall be payable within 30 days thereafter. or damage by reason of matters insured against by this policy and only to the 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. extent herein described. (a) The liability of the Company under this policy shall not exceed the (a) The Company's Right of Subrogation. least of: Whenever the Company shall have settled and paid a claim under this 0) the Amount of Insurance stated in Schedule A;or, policy, all right of subrogation shall vest in the Company unaffected by any (ii) the difference between the value of the insured estate or act of the insured claimant. interest as insured and the value of the insured estate or interest subject to The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or the defect, lien or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the property in respect to the claim had this policy not been issued. If requested Date of Policy is less than 80 percent of the value of the insured estate or by the Company,the insured claimant shall transfer to the Company all rights interest or the full consideration paid for the land, whichever is less, or if and remedies against any person or properly necessary in order to perfect subsequent to the Date of Policy an improvement is erected on the land this right of subrogation. The insured claimant shall permit the Company to sue,compromise or settle in the name of the insured claimant and to use the which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A,then this Policy name of the insured claimant in any transaction or litigation involving these is subject to the following: rights or remedies. If a payment on account of a claim does not fully cover the loss of the 0) where no subsequent improvement has been made,as to any partial loss, the Company shall only pay the loss pro rata in the proportion insured claimant, the Company shall be subrogated to these rights and that the amount of insurance at Date of Policy bears to the total value of the remedies in the proportion which the Company's payment bears to the whole insured estate or interest at Date of Policy; or amount of the loss. (ii) where a subsequent improvement has been made, as to any If loss should result from any act of the insured claimant, as stated above,that act shall not void this policy,but the Company,in that event,shall partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to be required to pay only that part of any losses insured against by this policy the sum of the Amount of Insurance stated in Schedule A and the amount which shall exceed the amount, if any, lost to the Company by reason of the expended for the improvement. impairment by the insured claimant of the Company's right of subrogation. The provisions of this paragraph shall not apply to costs, attorneys'fees (b) The Company's Rights Against Non-insured Obligors. and expenses for which the Company is liable under this policy, and shall The Company's right of subrogation against non-insured obligors shall only apply to that portion of any loss which exceeds, in the aggregate, 10 exist and shall include, without limitation, the rights of the insured to percent of the Amount of Insurance stated in Schedule A. indemnities,guaranties,other policies of insurance or bonds,notwithstanding (c) The Company will pay only those costs, attorneys' fees and any terms or conditions contained in those instruments which provide for expenses incurred in accordance with Section 4 of these Conditions and subrogation rights by reason of this policy. Stipulations. 14. ARBITRATION. B. APPORTIONMENT. Unless prohibited by applicable law, either the Company or the insured If the land described in Schedule A consists of two or more parcels may demand arbitration pursuant to the Title Insurance Arbitration Rules of which are not used as a single site,and a loss is established affecting one or the American Arbitration Association. Arbitrable@ matters may include,but are more of the parcels but not all, the loss shall be computed and settled on a not limited to, any controversy or claim betheen the Company and the pro rata basis as if the amount of insurance under this policy was divided pro insured arising out of or relating to this policy,any service of the Company in rata as to the value on Date of Policy of each separate parcel to the whole, connection with its issuance or the breach of a policy provision or other exclusive of any improvements made subsequent to Date of Policy, unless a obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and the insured. All arbitrable matters when the Amount of Insurance is in shown by an express statement or by an endorsement attached to this excess of $1,000,000 shall be arbitrated only when agreed to by both the policy. Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the 9. LIMITATION OF LIABILITY. option of the insured, the Rules in effect at Date of Policy shall be binding (a) If the Company establishes the title,or removes the alleged defect, upon the parties. The award may include attorneys'fees only if the laws of lien or encumbrance, or cures the lack of a right of access to or from the the state in which the land is located permit a court to award attorneys'fees land, or cures the claim of unmarketability of title, all as insured, in a to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) reasonably diligent manner by any method, including litigation and the may be entered in any court having jurisdiction thereof. completion of any appeals therefrom, it shall have fully performed its The law of the situs of the land shall apply to an arbitration under the obligations with respect to that matter and shall not be liable for any loss or Title Insurance Arbitration Rules. damage caused thereby. A copy of the Rules may be obtained from the Company upon request. (b) In the event of any litigation, including litigation by the Company or 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT. with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent (a) This policy together with all endorsements, if any, attached hereto jurisdiction, and disposition of all appeals therefrom, adverse to the title as by the Company is the entire policy and contract between the insured and insured. the Company. In interpreting any provision of this policy, this policy shall be (c) The Company shall not be liable for loss or damage to any insured construed as a whole. for liability voluntarily assumed by the insured in settling any claim or suit (b) Any claim of loss or damage,whether or not based on negligence, without the prior written consent of the Company. and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim,shall be restricted to this policy. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF (c) No amendment of or endorsement to this policy can be made LIABILITY. except by a writing endorsed hereon or attached hereto signed by either the All payments under this policy, except payments made for costs, President, a Vice President, the Secretary, an Assistant Secretary, or attorneys'fees and expenses, shall reduce the amount of the insurance pro validating officer or authorized signatory of the Company. tanto. 16. SEVERABILITY. 11. LIABILITY NONCUMULATIVE. In the event any provision of the policy is held invalid or unenforceable It is expressly understood that the amount of insurance under this policy under applicable law,the policy shall be deemed not to include that provision shall be reduced by any amount the Company may pay under any policy and all other provisions shall remain in full force and effect. insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter 17. NOTICES,WHERE SENT. executed by an insured and which is a charge or lien on the estate or interest All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. policy and shall be addressed to: Consumer Affairs Department, P.O. Box 27567,Richmond,Virginia 23261-7567. 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for - endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. B 1190-88 �I I a Twyerstle �. Insurance Crporation A WORD OF THANKS A LWDAMERICA COMPANY As we make your policy a part of our permanent records,we want to express our appreciation of this evidence of your faith in Lawyers Title Insurance Corporation. OWNER'S POLICY OF There is no recurring premium. This policy provides valuable title protection and TITLE INSURANCE we suggest you keep it in a safe place where it will be readily available for future reference. AMERICAN LAND TITLE ASSOCIATION If you have any questions about the protection (10-17-92) provided by this policy, contact the office that issued your policy or you may write to: Consumer Affairs Department Jawyersiitle Insurance @p oration ANDAmuics COMPANY P.O. Box 27567 Richmond, Virginia 23261-7567 ISSUED BY TOLL FREE NUMBER: 1-800-446-7086 Lauryeislldeinsurance o rayon • HOME OFFICf: 101 Gateway Centre Parkway,Gateway One Richmond, Virginia 23235-5153 WELD COUNTY TITLE COMPANY POLICY OF TITLE INSURANCE SCHEDULE A Amount of Insurance : $ 458, 375 . 00 Policy No. : 71448 Date of Policy: April 7 , 2004 @ 7 : 00 A.M. 1 . Name of Insured: County of Weld, A Body Corporate and Politic 2 . The estate or interest in the land described herein and which is covered by this policy is : FEE SIMPLE 3 . The estate or interest referred to herein is at Date of Policy vested in: County of Weld, A Body Corporate and Politic 4 . The land referred to in this Policy is described as follows : Lots 5, 6 and the E1/2 of Lot 7 , Block 76, in the City of Greeley, County of Weld, State of Colorado . WELD COUNTY TITLE COMPANY Policy No. : 71448 SCHEDULE B This Policy does not insure against loss or damage by reason of the following: 1 . Rights or claims of parties in possession not shown by the public records . 2 . Easements, or claims of easements, not shown by the public records . 3 . Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records . 4 . Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records . 5 . Taxes for the year 2004 not yet due or payable . 6 . All rights of way and easements, including, but not limited to those for roads, ditches, waterways, utilities, drainage, pipelines, railroads, and avigation. Page 2 1111111 1111111111 1111111 111111111111111 I I 1111111111 I I I I 3168043 04/06/2004 10:41A Weld County, CO 1 of 1 R 6.00 D 46.84 Steve Moreno Clerk 8 Recorder % WARRANTY DEED THIS DEED, Made this day of April, 2004 between MLS Properties LLC, a Colorado Limited Liability Company of the County of Weld and State of CO, grantor, and County of Weld, A Body Corporate and Politic whose legal address is 915 10th Street, Greeley, CO 80631 of the County of Weld and State of CO, grantees: WITNESSETH, That the grantor for and in consideration of the sum of FOUR HUNDRED FIFTY EIGHT THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100, ($458,375.00) Dollars, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold ti and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto j the grantee, his heirs and assigns forever, all the real property, together with 4� i" improvements, if any, situate,lying and being in the County of Weld and State of Colorado, described as follows: Lots 5, 6 and the E1/2 of Lot 7, Block 76, in the City of Greeley, County of Weld, State of Colorado. also known by street and number as 918 10th Street, Greeley, CO 80631 TOGETHER with all and singular the hereditaments and appurtenances thereto 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, 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, his heirs and assigns forever. And the grantor, for himself, his heirs and personal representatives, does covenant, grant, bargain, and agree to and with the grantee, his heirs and assigns, that at 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 soever, except general taxes for 2004 and subsequent years; except easements, restrictions, covenants, conditions, reservations and rights of way of record, if any; The grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee, 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. 3/27/1986, Manager by Michael V. Shoop, MLS Properties LLC, a Colorado Limited Trustee Liability Company BY Michael V Sh p Living Trust dated STATE OF COLORADO } ss. The foregoing instrument was acknowledged before County of Weld } me this 51-- . day of April, 2004 by MLS Properties LLC, a Colorado Limited Liability Company by Michael V. Shoop Living Trust dat _,.,,,`/1986, Manager by Michael V. Shoop, Trustee SPRY ro®h4 Witness my hand and official seal . 11 My commission expires July 18, 2004 • P f NANCY A. LOicz NR i / /" 11 j " Qi l//(/7Jyp OTARY PUBLIC th c OE .',O_td-- 1009 37th AAe. Ct . , Ste. 101 No. 932A` ' 84 Greeley, COLORADO 80634 LTG . p 41 run-.4 1 Hh /`/ is Hello