HomeMy WebLinkAbout20211533.tiffRESOLUTION
RE: APPROVE COUNTERPROPOSAL AND CONTRACT TO BUY AND SELL REAL
ESTATE (41150 TEGAN AVENUE, AULT) AND AUTHORIZE CHAIR TO SIGN ANY
NECESSARY DOCUMENTS - CLIFF SIMPSON
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 Counterproposal and a Contract to Buy
and Sell Real Estate for land located at 41150 Tegan Avenue, Ault, Colorado 80610, between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, and Cliff Simpson; said property being located:
Lot 3 of Highland Industrial Park 3rd Filing; being
part of Section 2, Township 7 North, Range 66 West
of the 6th P.M., Weld County, Colorado
WHEREAS, the purchase of the property, for the sum of $283,140.00, is desirable for use
by Weld County, and
WHEREAS, after review, the Board deems it advisable to approve said Counterproposal
and Contract to Buy and Sell Real Estate, copies of which are attached hereto and incorporated
herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Counterproposal and the Contract to Buy and Sell Real Estate
for land located at 41150 Tegan Avenue, Ault, Colorado 80610, between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, and
Cliff Simpson, 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.
cc :6G(Tr/s0
07/o7/2
2021-1533
PR0037
COUNTERPROPOSAL AND CONTRACT TO BUY AND SELL REAL ESTATE (41150 TEGAN
AVENUE, AULT) - CLIFF SIMPSON
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 14th day of June, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: datirm) je o:ii
Weld County Clerk to the Board
County Attorney
Date of signature: 06/22%21
Steve Moreno, Chair
2021-1533
PR0037
WHEELER Wheeler Properties, Inc
1130 38th Ave Ste B
Properties Greeley, CO 80634
Phone: (970)352-5860 Fax: (970)352-0117
1 I The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.
2 (CP40-6.18) (Mandatory 1-19)
,3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSEL BEFORE SIGNING.
6
7 COUNTERPROPOSAL
8
9
10
I 1 1. This Counterproposal supersedes and replaces any previous counterproposal. This Counterproposal amends the proposed
12 contract dated 05/28/2021 (Contract), between Cliff E, Simpson
13 (Seller), and Weld County, Colorado (Buyer), relating to the sale and purchase
14 of the following legally described real estate in the County of Weld, Colorado:
15 Lot 3 Highland Industrial Park 3rd Filing. Parcel #: 070702304003. 5.2 Acres
16 of vacant land. (226, 312 SQ FT)
17
18 (mown as No. 41150 Tegan Ave
19 Street Address
20
21 NOTE: If the table is omitted, or if any item is left blank or is marked in the "No Change" column, it means no change to
22 the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the
23 corresponding provision of the Contract to which reference is made is deleted.
24
25
Ault CO 80610 (Property).
City
2. § 3.1. Dates and Deadlines. [Note: This table may be omitted if inapplicable.
Date: June 7. 2021
State Zip
Item
No.
Reference
Event
Date or Deadline
No
Change
Deleted
I
§ 4.3
Alternative Earnest Money Deadline
No Change
Title }i
�C
2
§ 8.1, § 8.4
Record Title Deadline
•
No Change
3
§ 8.2. § 8.4
Record Title Objection Deadline
No Change
9
4
§ 8.3
Off -Record Title Deadline
No Change
5
§ 8.3
Off -Record Title Objection Deadline
No Change
6
§ 8.5
Title Resolution Deadline
No Change
7
§ 8.6
Right of First Refusal Deadline
No Change
x4
Owners' Association
8
§ 7.2
Association Documents Deadline
No Change
9
§ 7.4
Association Documents Termination Deadline
No Change
Seller's Disclosures
w^ 1
10
§ 10.1
Seller's Property Disclosure Deadline
No Change
11
§ 10.10
Lead -Based Paint Disclosure Deadline CBS 1, 2, Fl
No Change
CP40-6-18. COUNTE PROPOSAL 6/7/2021 13:25
Buyer initials
Seller initials [ '
Page 1 of 4
2021-1533
Loan and Credit
��
Fttl
Dr
`
p
12
§ 5.1
Loan Application Deadline
No Change
13
§ 5.2
Loan Termination Deadline
No Change
14
§ 5.3
Buyer's Credit Information Deadline
No Change
15
§ 5.3
Disapproval of Buyer's Credit Information Deadline
No Change
16
§ 5.4
Existing Loan Documents Deadline I
No Change
17
§ 5.4
Existing Loan Documents Termination Deadline
No Change
18
§ 5.4
Loan Transfer Approval Deadline
No Change
19
§ 4.7
Seller or Private Financing Deadline
No Change
Appraisals
'*a '
20
§ 6.2
Appraisal Deadline
No Change
21
§ 6.2
Appraisal Objection Deadline
No Change
22
§ 6.2
Appraisal Resolution Deadline
No Change
Survey
-
23
§ 9.1
New ILC or New Survey Deadline
No Change
24
§ 9.3
New ILC or New Survey Objection Deadline
No Change
25
§ 9.3
New ILC or New Survey Resolution Deadline
No Change
Q
Inspection and Due Diligence
Fi k l
t �£�`
� §I
1..
�d , �
�
f[! iiJ uk
f � �� q�G
���€.
'�
,��s:
26
§ 10.3
Inspection Objection Deadline
No Change
r -
._.
27
§ 10.3
Inspection Termination Deadline
No Change
28
§ 10.3
Inspection Resolution Deadline
No Change
9
29
§ 10.5
Property Insurance Termination Deadline
No Change
30
§ 10.6
Due Diligence Documents Delivery Deadline
No Change
31
§ 10.6
Due Diligence Documents Objection Deadline
No Change
32
§ 10.6
Due Diligence Documents Resolution Deadline
No Change
33
§ 10.6
Environmental Inspection Objection Deadline CBS2, 3, 4
No Change
34
§ 10.6
ADA Evaluation Objection Deadline CBS2, 3, 4
No Change
35
§ 10.7
Conditional Sale Deadline
No Change
36
§ 10.10
Lead -Based Paint Termination Deadline CBS 1, 2, Fl
No Change
37
§ 11.1, 11.2
Estoppel Statements Deadline CBS2, 3, 4
No Change
38
§ 11.3
Estoppel Statements Termination Deadline CBS2, 3, 4
No Change
Closing and Possession
s
_ {
39
§ 12.3
Closing Date
No Change
40
§ 17
Possession Date
No change
41
§ 17
Possession Time
No Change
No
No Change
No Change
Change
No
No Change
No Change
Change
26 3. § 4. PURCHASE PRICE AND TERMS. [Note: This table may be omitted if inapplicable.]
27 The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:
CP40-6-I8. COUNTERPROPOSAL 6/7/2021 13:25 Buyer initials Seller initials (7......:)---777-*"'
Page 2 of 4
Item No.
Reference
Item
Amount
Amount
1
§ 4.1
Purchase Price
$
283, 140 00 5,
r
15, 000.00
2
§ 4.3
Earnest Money
,
4.i,:�. etc : �
3
§ 4.5
New Loans,
$
No Change
g
4
§ 4.6
Assumption Balance
. —L . tt G �r
$
No Change
5
§ 4.7
Private Financing
No Change
6
§ 4.7
Seller Financing"
�.
�f�
No Change
7
No
Change
No Change
No Change
No Change
8
No
Change
No Change
No Change
No Change
9
§ 4,4
Cash at Closing
�t9(k Ur �lw.t
S
No Change
10
TOTAL
$
No Change
$
No Change
28
29 4. ATTACHMENTS. The following are a part of this Counterproposal:
30 No Change
3l
32
33 Note: The following documents have been provided but are not a part of this Counterproposal.
34 No Change
35
36
37 5. OTHER CHANGES.
38 Page 1, Paragraph 2.4 - The size of the lot is 5.202 Acres (226,599.12 SQ FT).
Page 2, Paragraph 2.7.5 - Delete added text on City of Ault Water and Sewer Taps
being conveyed.
Page 4, Paragraph 4.1 - The purchase price changed from $283,140.00 to $283,248.90
for correct size of lot from 5.2 to 5.202 Acres.
Page 10, Paragraph 10.6.1.9 - Uncheck box and delete calling for delivery of Insurance
Policies for past 2 years.
Page 10, Paragraph 10.6.1.10 & 10.6.1.11 - Uncheck box calling for Delivering Soil
reports, Surveys, Engineering reports, and any and all documents relating to Phase
I & II Environmental reports.
Page 11, Paragraph 10.6.4 - Uncheck Phase I Environmental Site Assessment to be
provided by Seller.
Page 16, Paragraph 30 - Confirms No Realtor Commission paid by Seller.
Page 18, Paragraph 32 - Uncheck "Other" box. Check "Buyer" box (Broker working with
Buyer). This states Only Commission of 2.5. paid by Buyer at Closing.
39
40
41 6. ACCEPTANCE DEADLINE. This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced
42 by their signatures below and the offering party to this document receives notice of such acceptance on or before
43 June 7, 2021 5:00 PM
44 Date Time
45
46 If accepted. the Contract, as amended by this Counterproposal, will become a contract between Seller and Buyer. All other terms
47 and conditions of the Contract remain the same.
48
Buyer's Name: Weld County, Colorado
Buyer's Signature: `' _.,tt ,)..ia a, Pro 111,4, Board of Weld Comity Date
Commissioners ' i/E rrioR iq° r C H►liK
CP40-6- IS. COUNTERPROPOSAL 6/7/2021 13:25 Page 3 of 4
Buyer initials
Seller initials — -�
Address:
Phone No.:
Fax No.:
Email Address:
1150 O Street
Greeley, CO 80631
970-400-2023
No Change
ttaylor@co.weld.co.us
Seller's Name: Cliff E. Simpson
e.,'_.. e- / ..�..e./f
Se er s S' a re: C ' E. Simpson Date
Address:
Phone No.:
Fax No.:
Email Address:
PO Box 211
Ault, CO 80610-0211
970-324-5870.
No Change
cliff@chexcavation..com
49 Note: When this Counterproposal form is used, the Contract is not to be signed by the party initiating this Counterproposal.
50 Brokers must complete and sign the Broker's Acknowledgements and Compensation Disclosure portion of the Contract.
51
CP40-6-18. COLTNTERtROPOSAL 6/7/2021 13.25
Buyer initials
Seller initials
Page 4 of 4
WHEELER 1Wheeler Properties, Inc
130 38th Ave Ste B
I"C1 iS Greeley, CO 80634
Phone: (970)352-5860 Fax: (970)352-0117
1 I The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.
2 I (CBS4-5-19) (Mandatory 7-19)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSEL BEFORE SIGNING.
6
7
8
9
10
11
12
13
CONTRACT TO BUY AND SELL REAL ESTATE
(LAND)
(0 Property with No Residences)
( ❑ Property with Residences —Residential Addendum Attached)
AGREEMENT
Date: May 28, 2021
14 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set
15 forth in this contract (Contract).
24
25
26
27
16 2. PARTIES AND PROPERTY.
17 2.1. Buyer. Weld County, Colorado, (Buyer) will take title
18 to the Property described below as ❑ Joint Tenants ❑ Tenants In Common 0 Other N/A.
19 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions.
20 2.3. Seller. Cliff E. Simpson_ (Seller) is the current
21 owner of the Property described below.
22 2.4. Property. The Property is the following legally described real estate in the County of Weld, Colorado:
23 Lot 3 Highland Industrial Park 3rd Filing. Parcel #: 070702304003. 5.2 Acres of
vacant land. (226, 512• SQ FT)
29
30 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of
31 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).
32 2.5. Inclusions. The Purchase Price includes the following items (Inclusions):
33 2.5.1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price
34 unless excluded under Exclusions:
35 All existing appurtenances now on property.
36
37
38 If any additional items arc attached to the Property after the date of this Contract, such additional items are also included in the
39 Purchase Price.
40 2.5.2. Personal Property - Conveyance. Any personal property must be conveyed at Closing by Seller free and
41 clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except N/A.
42 Conveyance of all personal property will be by hill of sale or other applicable legal instrument.
43 2.6. Exclusions. The following items are excluded (Exclusions):
44 Mineral rights owned by third party.
45
46
41150 Tegan Ave Ault CO 80610
28 known as No. Street Address
City State Zip
CBS4-S-I9. CONTRACT TO RW AND SELL REAL ESTATE (LAND) 5/28/2021 13:59 Page 1 of 19
Buyer initials
Seller initials-�"�.J
47 2.7. Water Rights, Well Rights, Water and Sewer Taps.
48 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights:
49 None
50
51
52 Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing.
53 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§2.7.1, 2.7.3, 2.7.4
54 and 2.7.5. will he transferred to Buyer at Closing:
55 N/A
56
57
58 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if
59 the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes,
60 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered
61 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a
62 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in
63 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is
64 N/A
65 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transfen-ed at Closing are as follows:
66 N/A
67
68
69 2.7.5. Water and Sewer Taps. The parties agree that water and sewer taps listed below for the Property are being
70 conveyed as part of the Purchase Price as follows:
71 City of Ault Water and Sewer in WCR 33 at SW corner of property.
72
73
74 If any water or sewer taps are included in the sale, Buyer is advised to obtain, from the provider, written confirmation of
75 the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps.
76 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water),
77 § 2.7.3 (Well Rights), § 2.7.4 (Water Stock Certificates), or § 2,7.5 (Water and Sewer Taps), Seller agrees to convey such rights to
78 Buyer by executing the applicable legal instrument at Closing.
79 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows:
80 N/A
81
82
83 3. DATES, DEADLINES AND APPLICABILITY.
84 3.1. Dates and Deadlines.
Item No.
Reference
Event I Date or Deadline
1
§ 4.3
Alternative Earnest Money Deadline 3 days after MEC
Title
2
§ 8.1, § 8.4
Record Title Deadline
5 days after MEC
3
§ 8.2, § 8.4
Record Title Objection Deadline
20 days after MEC
4
§ 8.3
Off -Record Title Deadline
5 days after NEC
5
§ 8.3
Off -Record Title Objection Deadline
20 days after MEC
6
§ 8.5
Title Resolution Deadline
25 days after MEC
7
§ 8.6
Right of First Refusal Deadline
N/A
Owners' Association
8
§ 7.2
Association Documents Deadline
N/A
9
§ 7.4
Association Documents Termination Deadline
N/A
Seller's Disclosures _
10
§ 10.1
Seller's Property Disclosure Deadline
5 days after MEC
1(
§ 10.10
Lead -Based Paint Disclosure Deadline (if Residential
Addendum attached)
N/A
CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 5/28/2021 13:59
Buyer initials
Seller initials
Page 2 of 19
Loan and Credit ( ,
12
§ 5.1
New Loan Application Deadline
N/A
13
§ 5.2
New Loan Termination Deadline
N/A
14
§ 5.3
Buyer's Credit Information Deadline
N/A
15
§ 5.3
Disapproval of Buyer's Credit Information Deadline
N/A
16
§ 5.4
Existing Loan Deadline
N/A
17
§ 5.4
Existing Loan Termination Deadline
N/A
18
§ 5.4
Loan Transfer Approval Deadline
N/A
19
§ 4.7
Seller or Private Financing Deadline
N/A
Appraisal
` 4 i a`r7z ai;
20
§ 6.2
Appraisal Deadline
N/A
21
§ 6.2
Appraisal Objection Deadline
N/A
22
§ 6.2
Appraisal Resolution Deadline
N/A
Surveys
trNI
23
§ 9.1
New ILC or New Survey Deadline
N/A
24
§ 9.3
New ILC or New Survey Objection Deadline
N/A
25
§ 9.3
New ILC or New Survey Resolution Deadline
N/A
Inspection and Due Diligence
l E _' 3 IIi1
26
§ 10.3
Inspection Objection Deadline
20 days after NEC
27
§ 10.3
Inspection Termination Deadline
25 days after MEC
28
§ 10.3
Inspection Resolution Deadline
25 days after MEC
29
§ 10.5
Property Insurance Termination Deadline
N/A
30
§ 10.6
Due Diligence Documents Delivery Deadline
20 days after MEC
31
§ 10.6
Due Diligence Documents Objection Deadline
25 days after NEC
32
§ 10.6
Due Diligence Documents Resolution Deadline
30 days after MEC
33
§ 10.6
Environmental Inspection Termination Deadline
N/A
34
§ 10.6
ADA Evaluation Termination Deadline
N/A
35
§ 10.7
Conditional Sale Deadline
N/A
36
§ 10.10
Lead -Based Paint Termination Deadline (if Residential
Addendum attached)
N/A
37
§ 11.1,11.2
Estoppel Statements Deadline
N/A
38
§ 11.3
Estoppel Statements Termination Deadline
N/A
Closing and Possession
r
39
§ 12.3
Closing Date
sooner
45 days after MEC or
40
17
Possession Date
Date of Closing
41
§ 17
Possession Time
At time of closing
42
§ 28
Acceptance Deadline Date
June 3, 2021
43
§ 28
Acceptance Deadline Time
12:00 Noon
N/A
N/A
N/A
N/A
N/A
N/A
85 3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. If any deadline
86 blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation "N/A", or the word "Deleted", such deadline
87 is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision that contains
88 a selection of "None", such provision means that "None" applies.
89 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract.
90 4. PURCHASE PRICE AND TERMS.
91 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:
CBS4-5-19. CONTRACT O BUY AND SELL REAL ESTATE (LAND) 51?8/Z021 13:59 Page 3 of 19
ct
Buyer initials
Seller initials ��
Item No.
Reference
Item
Amount I Amount
1
§ 4.1
Purchase Price
$
283,140.00-
Ise - w xr i
2
§ 4.3
Earnest Money
� 'r,`k'
$
15, 000.00
00
3
§ 4.5
New Loan
@fFt,c'
N/A
4
§ 4.6
Assumption Balance
NI' �r � �I.
$
N/A
5
§ 4.7
Private Financing
° �
y e' Gi 11 ��R�
$
N/A
6
§ 4.7
Seller Financing
N/A
7
N/A
N/A
N/A
N/A
8
N/A
N/A
N/A
N/A
9
§ 4.4
Cash at Closing
, I, n E_n
$
268, 140.00
10
TOTAL
$
283,140.00
$
283,140.00
92 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ N/A (Seller Concession). The Seller
93 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender
94 and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller
95 Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any
96 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer
97 elsewhere in this Contract.
98 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Buyers Business Check or
Wire, will be
99 payable to and held by Unified Title Company, Greeley, CO (If Seller Approves) (Earnest Money Holder),
in its trust account, on behalf of
100 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree
101 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the
102 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to
103 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado
104 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest
105 Money Holder in this transaction will be transferred to such fund.
106 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the
107 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline.
108 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the
109 return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in
110 § 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller
111 agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form),
112 within three days of Seller's receipt of such form.
113 4.4. Form of Funds; Time of Payment; Available Funds.
114 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing
115 and closing costs, must be in funds that comply with all applicable Colorado laws; including electronic transfer funds, certified
116 check, savings and loan teller's check and cashier's check (Good Funds).
117 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be
118 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing
119 OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, ❑X Does
120 ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing
121 in § 4.1.
122 4.5. New Loan. OMITTED AS INAPPLICABLE.
133 4.6. Assumption. OMITTED AS INAPPLICABLE.
146 4.7. Seller or Private Financing. OMIT TED AS INAPPLICABLE.
163
TRANSACTION PROVISIONS I
164 5. FINANCING CONDITIONS AND OBLIGATIONS.
165 5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New
166 Loan), or if an existing loan is not to be released at Closing. Buyer, if required by such lender, must make an application verifiable
167 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval.
CBS4-5-19. CONTRACT, O BUY AND SELL. REAL. ESTATE (LAND) 5/25/2021 13:59 Page 4 of 19
Buyer initials
Seller initials
168 5.2. New Loan Review. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional
169 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its
170 availability, payments, interest rate, terms, conditions and cost. This condition is for the sole benefit of Buyer. Buyer has the Right
171 to Terminate under § 25.1, on or before New Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer's
172 sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised
173 Value (defined below) or the Leader Requirements (defined below). IF SELLER IS NOT IN DEFAULT AND DOES NOT
174 TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE
175 NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey).
176 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit
177 of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be in Seller's sole subjective
178 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information
179 and documents (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents
180 that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information and documents received by Seller
181 must be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at
182 Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under § 25.1, on or before Closing. If
183 Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to
184 Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline.
185 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan
186 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer,
187 this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer has the Right to
188 Terminate under § 25.1, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan
189 documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the Property is required, this Contract is
190 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender's
191 approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right
192 to Terminate under § 25.1, on or before Closing, in Seller's sole subjective discretion, if Seller is to be released from liability under
193 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6.
194 6. APPRAISAL PROVISIONS.
195 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on
196 behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth
197 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be
198 valued at the Appraised Value.
199 6.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective loan type set forth
200 in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies.
201 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the
202 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal
203 Objection Deadline, notwithstanding § 8.3 or § 13:
204 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1. that this Contract is terminated;
205 or
206 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the
207 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification).
208 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller. on or before Appraisal
209 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution
210 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of
211 the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline.
212 6.3. Lender Property Requirements, If the lender imposes any written requirements, replacements, removals or repairs,
213 including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond
214 those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller's
215 receipt of the Lender Requirements, or Closing. unless prior to termination: (1) the parties enter into a written agreement to satisfy
216 the Lender requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is
217 waived in writing by Buyer.
218 6.4. Cost of Appraisal. Cast of the Appraisal to be obtained after the date of this Contract must be timely paid by ® Buyer
219 ❑ Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's
220 agent or all three.
221 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common Interest Community and
222 subject to the declaration (Association).
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223 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON
224 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF
225 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE
226 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE
227 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL
228 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS
229 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD
230 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS
231 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING
232 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A
233 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF
234 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL
235 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE
236 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE
237 ASSOCIATION.
238 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below),
239 at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association
240 Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt
241 of the Association Documents, regardless of who provides such documents.
242 7.3. Association Documents. Association documents (Association Documents) consist of the following:
243 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements,
244 rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5,
245 C.R.S.;
246 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings;
247 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual
248 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. if none of the preceding
249 minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents): and
250 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including,
251 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must
252 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed
253 (Association Insurance Documents);
254 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as
255 disclosed in the Association's last Annual Disclosure:
256 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's operating budget
257 for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for
258 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent
259 available financial audit or review, (4) list of the fees and charges (regardless of name of title of such fees or charges) that the
260 Association's community association manager or Association will charge in connection with the Closing including, but not limited
261 to, any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update fee charged for
262 the Status Letter, any record change fee or ownership record transfer fees (Record Change. Fee), fees to access documents, (5) list of
263 all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study. if any (§§ 7.3.4 and
264 7.3.5. collectively, Financial Documents);
265 7.3.6. Any written notice from the Association to Seller of a -construction defect action" under § 38-33.3-303.5,
266 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction
267 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2
268 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common
269 elements or limited cotmnon elements of the Association property.
270 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to
271 Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any
272 of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after
273 Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 2.5.1 by Buyer's Notice to
274 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive
275 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing
276 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to
277 Terminate within such time. Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right
278 to Terminate under this provision. notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval).
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279 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE.
280 8.1. Evidence of Record Title.
281 ❑% 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company
282 to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish to Buyer,
283 a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if this
284 box is checked, ❑ an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued and
285 delivered to Buyer as soon as practicable at or after Closing.
286 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company
287 to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must furnish to Seller, a
288 current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price.
289 if neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies.
290 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ❑ Will ® Will Not contain Owner's
291 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard
292 exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens,
293 (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid
294 taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be
295 paid by 0 Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other N/A.
296 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over
297 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below,
298 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under
299 § 8.5 (Right to Object to Title, Resolution).
300 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants.
301 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such
302 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively. Title
303 Documents).
304 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title
305 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county
306 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the
307 party or parties obligated to pay for the owner's title insurance policy.
308 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any
309 portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline.
310 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the
311 Title Documents as .set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's
312 objection may be based on any uasatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or
313 any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title
314 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment
315 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to
316 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (I) any
317 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents,
3.18 or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection,
319 pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to
320 Title. Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence
321 of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objectionby the applicable deadline
322 specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents
323 as satisfactory.
324 8.3. Off -Record Title. Seiler must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing
325 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without
326 limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of
327 first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record Matters). This Section
328 excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to
329 investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line
330 discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether
331 disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)). in Buyer's
332 sole subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an Off -Record Matter
333 is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer
334 to review and object to such Off -Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant
335 to this § 8.3 (Off -Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title.
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336 Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified
337 above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not shown by public records of which
338 Buyer has actual knowledge.
339 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION
340 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE
341 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
342 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
343 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH
344 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE
345 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
346 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING
347 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND
348 RECORDER, OR THE COUNTY ASSESSOR.
349 A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate)
350 must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such
351 inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may object, on or before Record Title Objection
352 Deadline. If the Tax Certificate shows that the Property is included in a special taxing district and is received by Buyer after the
353 Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's
354 inclusion in a special taxing district as unsatisfactory to Buyer.
355 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective discretion, to any title matters
356 includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off -Record Title), § 8.4 (Special Taxing District) and § 13 (Transfer
357 of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options:
358 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of
359 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or
360 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives
361 Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e.. Buyer's written notice to waive objection to such items and
362 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title
363 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off -Record Title) or § 8.4
364 (Special Taxing Districts), the Title Resolution Deadline also will he automatically extended to the earlier of Closing or fifteen days
365 after Buyer's receipt of the applicable documents; or
366 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or before
367 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion.
368 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve
369 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right
370 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the
371 right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect.
372 Seller must promptly notify Buyer in writing of the foregoing. if expiration or waiver of the right of first refusal or approval of this
373 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate.
374 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
375 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property,
376 including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations,
377 unrecorded easements and claims of easements. leases and other unrecorded agreements, water on or under the Property and various
378 laws and governmental regulations concerning land use, development and environmental matters.
379 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE
380 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER
381 OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER
382 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL
383 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM
384 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL,
385 GAS OR WATER.
386 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO
387 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A
388 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND
389 RECORDER.
390 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT
391 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION
392 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING
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393 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES.
394 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL
395 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING
396 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL
397 AND GAS CONSERVATION COMMISSION.
398 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may he excepted. excluded from, or
399 not covered by the owner's title insurance policy.
400 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are
401 strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off -Record Title Objection Deadline).
402 9. NEW ILC, NEW SURVEY.
403 9.1. New ILC or New Survey. If the box is checked, a: I) ❑ New Improvement Location Certificate (New ILC); or,
404 2) ❑ New Survey in the form of NOTE: Property lot Owner's Association is 2XIIIP, LLC; is required and
the following will apply:
405 9.1.1. Ordering of New ILC or New Survey. ❑ Seller ❑ Buyer will order the New ILC or New Survey. The
406 New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, certified and updated as of a date
407 after the date of this Contract.
408 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before
409 Closing, by: ❑ Seller ❑ Buyer or:
410 N/A
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9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of
the opinion of title if an Abstract of Title) and N/A will receive a New 1LC or New Survey on or before New
ILC or New Survey Deadline.
9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor
to all those who are to receive the New ILC or New Survey.
9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New
Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New
Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to
Seller incurring any cost for the same.
9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey. If the
New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer
may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13:
9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated: or
9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be
shown or is shown in the New iLC or New Survey that is unsatisfactory and that Buyer requires Seller to correct.
9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or
before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on
or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New
Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before
such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline.
I DISCLOSURE, INSPECTION AND DUE DILIGENCE
433 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF
434 WATER.
435 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to Buyer
436 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller
437 to Seller's actual knowledge and current as of the date of this Contract.
438 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer
439 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material
440 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract. Seller must timely
441 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Sellers new disclosure on the earlier of Closing
442 or five days after Buyer's receipt cf the new- disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that
443 Seller is conveying the Property tc Buyer in an "As Is" condition, "Where Is" and "With All Faults."
444 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections
445 (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical
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446 condition of the Property, including, but not limited to, the roof. walls, structural integrity of the Property, the electrical, plumbing,
447 HVAC and other mechanical systems of the Property; (2) the physical condition of the Inclusions, (3) service to the Property
448 (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing). (4) any
449 proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the
450 Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion,
451 Buyer may:
452 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written
453 description of any unsatisfactory condition that Buyer requires Seller to correct; or
454 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 25.1,
455 that this Contract is terminated due to any unsatisfactory condition. Inspection Termination Deadline will be on the earlier of
456 Inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline.
457 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller. on or before Inspection Objection
458 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,
459 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection
460 Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline.
46I 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement
462 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at
463 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer
464 must not permit claims or liens of any kind against the Property for Work perfonned on the Property. Buyer agrees to indemnify,
465 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such
466 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against
467 any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and
468 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed
469 pursuant to an Inspection Resolution.
470 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for
471 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance
472 Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion.
473 10.6. Due Diligence.
474 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following
475 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents
476 Delivery Deadline:
477 El 10.6.1.1. All contracts relating to the operation, maintenance and management of the Property;
478 X 10.6.1.2. Property tax bills for the last 2 Years years;
479 ❑ 10.6.1.3. As -built construction plans to the Property and the tenant improvements, including architectural,
480 electrical, mechanical and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now
481 available;
482 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer;
483 ❑ 10.6.1.5. Operating statements for the past N/A years;
484 ❑ 10.6.1.6. A rent roll accurate and correct to the date of this Contract;
485 0 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the
486 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases):
487 Leases, if any, shall be provided to Buyer at Due Diligence Documents Deadline.
488
489 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet
490 completed and capital improvement work either scheduled or in process on the date of this Contract:
491 ❑X 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made
492 for the past 2 Years years;
493 0 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the Property (if not delivered
494 earlier under § 8.3);
495 El 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports,
496 letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or
497 other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no reports are in Seller's
498 possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller;
499 ❑ 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the
500 Property with said Act;
501 ❑ 10.6.1.13. All permits, licenses and other building or use authorizations issued by any govermnental authority
502 with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and
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503 0 10.6.1.14. Other documents and information:
504 Any documents in Seller's possession that are
pertinent to the property. Any Restrictive Covenants or Maintenance Agreements
with 2XHIP, LLC. Surveyor's Plat of Highland Industrial Park 3rd Filing.
505
506 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due Diligence
507 Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective discretion,
508 Buyer may, on or before Due Diligence Documents Objection Deadline:
509 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1. that this Contract is terminated;
510 or
511 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any
512 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.
513 10.6.2.3. Due Diligence Documents Resolution. if a Due Diligence Documents Objection is received by
514 Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement
515 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents
516 Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such
517 termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline.
518 10.6.3. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection
519 Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over
520 the Property, in Buyer's sole subjective discretion.
521 10.6.4. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the
522 Property including Phase I and Phase ll Environmental Site Assessments, as applicable. ❑ Seller ❑ Buyer will order or provide
523 X❑ Phase I Environmental Site Assessment, ❑ Phase II Environmental Site Assessment (compliant with most current version
524 of the applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or ❑ N/A,
525 at the expense of ❑ Seller ❑ Buyer (Environmental Inspection). In addition- Buyer, at Buyer's expense, may also conduct an
526 evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and
527 evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's
528 tenants' business uses of the Property, if any.
529 If Buyer's Phase I Environmental Site Assessment recommends a Phase H Environmental Site Assessment, the Environmental
530 Inspection Termination Deadline will be extended by N/A days (Extended Environmental Inspection
531 Termination Deadline) and if such Extended Environmental Inspection Termination Deadline extends beyond the Closing Date, the
532 Closing Date will be extended a like period of time. In such event, ❑ Seller ❑ Buyer must pay the cost for such Phase II
533 Environmental Site Assessment.
534 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.4, Buyer has the
535 Right to Terminate under § 25. I, on or before Environmental Inspection Termination Deadline, or it' applicable, the Extended
536 Environmental Inspection Termination Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole
537 subjective discretion.
538 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Termination Deadline. based on any
539 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion.
540 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property
541 owned by Buyer and commonly known as N/A. Buyer has the Right
542 to Terminate under § 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if
543 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buyer's
544 Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision.
545 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does 0 Does Not
546 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for
547 the Property. ❑ There is No Well. Buyer ❑ Does X Does Not acknowledge receipt of a copy of the current well permit.
548 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND
549 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO
550 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES.
551 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned
552 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease
553 or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seller enter into
554 any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld
555 or delayed.
556 11. ESTOPPEL STATEMENTS.
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557 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must
558 request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline.
559 statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement)
560 attached to a copy of the Lease stating:
561 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease;
562 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or
563 amendments;
564 11.1.3. The amount of any advance rentals paid, rent concessions given and deposits paid to Seller;
565 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller;
566 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and
567 11.1.6. That the Luse to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease
568 demising the premises it describes.
569 11.2 Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property a completed signed
570 Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents
571 required § 11.1 above and deliver- the same to Buyer on or before Estoppel Statements Deadline.
572 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 25.1, on or before Estoppel
573 Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, or if
574 Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to
575 waive any unsatisfactory Estoppel Statement.
576
CLOSING PROVISIONS I
577 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.
578 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable
579 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is
580 obtaining a loan to purchase the Property. Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a
581 timely manner, all required loan documents andfinancial information concerning Buyer's loan. Buyer and Seller will furnish any
582 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and
583 Seller will sign and complete all customary or reasonably -required documents at or before Closing.
584 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ® Are Not executed with
585 this Contract.
586 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as
587 the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by
588 Mutual Agreement of Buyer, Seller and Title Company.
589 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between
590 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).
591 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender
592 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing:
593 ❑X special warranty deed ❑ general warranty deed ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's
594 deed ❑ N/A deed. Seller, provided another deed is not selected, must execute and deliver a good
595 and sufficient special warranty deed to Buyer, at Closing.
596 Unless otherwise specified in § 30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general
597 warranty deed, title will be conveyed "subject to statutory exceptions" as defined in § 38-30-113(5)(a), C.R.S.
598 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens
599 or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements installed
600 as of the dale of Buyer's signature hereon, whether assessed or not and previous years' taxes, will be paid at or before Closing by
601 Seller from the proceeds of this transaction or from any other source.
602 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES.
603 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all ocher items required
604 to be paid at Closing, except as otherwise provided herein.
605 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller
606 ® One -Half by Buyer and One -Half by Seller ❑ Other N/A .
607 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date. Seller agrees to promptly
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608 request the Association to deliver to Buyer a current Status Letter. Any fees incident to the issuance of Association's Status Letter
609 must be paid by ❑ None ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller. Any Record Change Fee must
610 be paid by ❑ None ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller.
611 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of N/A % of the Purchase Price must be paid at Closing by
612 ❑ None ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller.
613 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such
614 as community association fees, developer fees and foundation fees, must be paid at Closing by ❑ None ❑ Buyer ❑ Seller
615 ❑ One -Half by Buyer and One -Half by Seller. The Private Transfer fee, whether one or more, is for the following association(s):
616 2XHIP, LLC in the total amount of N/A % of the Purchase Price or $ N/A.
617 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed
618 $ N/A for:
619 ❑ Water Stock/Certificates ❑ Water District
620 ❑ Augmentation Membership ❑ Small Domestic Water Company City of Ault, If any.
621 and must be paid at Closing by ❑ None ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller.
622 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by ❑
623 None ❑ Buyer ❑ Seller ❑X One -Half by Buyer and One -Half by Seller.
624 15.8. FIRPTA and Colorado Withholding.
625 15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be
626 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the
627 amount of the Seller's tax, interest and penalties. If the box in this Section is checked. Seller represents that Seller ❑ IS a foreign
628 person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign
629 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably
630 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to
631 withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or
632 if an exemption exists.
633 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds
634 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to
635 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status. If withholding
636 is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's
637 tax advisor to determine if withholding applies or if an exemption exists.
638 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing Date, except as
639 otherwise provided:
640 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and general real estate taxes for the
641 year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing I Most Recent Mill Levy and Most
642 Recent Assessed Valuation, ❑ Other N/A.
643 16.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will transfer or credit to Buyer
644 the security deposits for all Leases assigned, or any remainder after lawful deductions and notify all tenants in writing of such transfer
645 and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's
646 obligations under such Leases.
647 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in
648 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance
649 by the Association will not he credited to Seller except as may be otherwise provided by the Governing Documents. Buyer
650 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special
651 assessment assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer ❑ Seller. Except however, any
652 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether
653 assessed prior to or after Closing, will be the obligation of Seller. Seller represents there are no unpaid regular or special assessments
654 against the Property except the current regular assessments and 2xHIP, LLC. Association Assessments
655 are subject to change as provided in the Governing Documents.
656 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan, and Any prorations normal
to the sale of vacant land in the City of Ault, Colorado and Weld County.
657 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final.
658 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to the
659 Leases as set forth in § 10.6.1.7.
660 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable
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Buyer initials
"547 Seller initials r !,�
661 to Buyer for payment of $ 80. 00 per day per day (or any part of a day notwithstanding § 18.1) from Possession Date and
662 Possession Time until possession is delivered.
663
GENERAL PROVISIONS I
664 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE.
665 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain Time
666 (Standard or Daylight Savings, as applicable).
667 18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g., three days after MEC), when the
668 ending date is not specified, the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or
669 federal or Colorado state holiday (Holiday), such deadline Will ❑ Will Not be extended to the next day that is not a Saturday,
670 Sunday or Holiday. Should neither box be checked, the deadline will not be extended.
671 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND
672 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the
673 condition existing as of the date of this Contract, ordinary wear and tear excepted.
674 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss
675 prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the
676 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds,
677 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 25.1, on or
678 before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to
679 carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were
680 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any
681 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received
682 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to
683 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the tight to the proceeds at Closing, if acceptable to Seller's
684 insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney
685 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such
686 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim.
687 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services),
688 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date
689 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion
690 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or
691 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by
692 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before
693 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before Closing Date, or, at the
694 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must
695 not exceed the Purchase Price. If Buyer receives such a credit. Seller's right for any claim against the Association, if any. will survive
696 Closing.
697 19.3. Condemnation. in the event Seller receives actual notice prior to Closing that a pending condemnation action may
698 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation
699 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such condemnation action, in Buyer's
700 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and
701 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value
702 of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price.
703 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the
704 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
705 19.5. Home Warranty. [Intentionally Deleted]
706 19.6. Risk of Loss — Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne
707 by the party entitled to the growing crops as provided in § 2.8 and such party is entitled to such insurance proceeds or benefits for
708 the growing crops.
709 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that
710 the respective broker has advised that this Contract has important legal consequences and has recommended the examination of title
71 l and consultation with legal and tax or other counsel before signing this Contract.
712 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this
713 Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid,
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Buyer initials ` ' Seller initials C
714 honored or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non -defaulting
715 party has the following remedies
716 21.1. If Buyer is in Default:
717 ❑ 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid
718 by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty and the Parties agree the
719 amount is fair and reasonable. Seller may recover such additional damages as may he proper. Alternatively, Seller may elect to
720 treat this Contract as being in full force and effect and Seller has the right to specific performance, or damages, or both.
721 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. Seller may
722 cancel this Contract. All Earnest Money (whether or not paid by Buyer) will he paid to Seller and retained by Seller. it is agreed that
723 the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and
724 reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for
725 Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and
726 additional damages.
727 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which ease all Earnest Money received
728 hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to treat
729 this Contract as being in full force and effect and Buyer has the right to specific performance, or damages, or both.
730 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration
731 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all
732 reasonable costs and expenses, including attorney fees, legal fees and expenses.
733 23. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties
734 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps
735 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is
736 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator
737 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire
738 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that
739 party's last known address (physical or electronic as provided in § 27). Nothing in this Section prohibits either party from filing a
740 lawsuit and recording a lis pendens affecting the Property. before or after the date of written notice requesting mediation. This
741 Section will not alter any date in this Contract, unless otherwise agreed.
742 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest
743 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding
744 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective
745 discretion, has several options: (1) wait for any proceeding between Buyer and Seller: (2) interplead all parties and deposit Earnest
746 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and
747 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of
748 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one
749 hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest
750 Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time
751 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the
752 obligation of § 23 (Mediation). This Section will survive cancellation or termination of this Contract.
753 25. TERMINATION.
754 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the
755 termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written
756 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or
757 before the specified deadline, the party with the Right to Terminate accepts the specified matter. document or condition as satisfactory
758 and waives the Right to Terminate under such provision.
759 25.2. Effect of Termination. In the event this Contract is terminated. all Earnest Money received hereunder will be returned
760 to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24.
761 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified
762 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining
763 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms
764 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or
765 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.
766 Any successor to a party receives the predecessor's benefits and obligations of this Contract.
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767 27. NOTICE, DELIVERY AND CHOICE OF LAW.
768 27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing, except as provided in
769 § 27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices
770 for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be
771 received by the party, not Broker or Brokerage Firm).
772 27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or
773 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker
774 working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm)
775 at the electronic address of the recipient by facsimile, email or N/A.
776 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address
777 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the
778 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient.
779 27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with
780 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property
781 located in Colorado.
782 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and
783 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 27 on or before
784 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and
785 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such
786 copies taken together are deemed to be a full and complete contract between the parties.
787 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited
788 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance,
789 Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due
790 Diligence, and Source of Water.
791
I ADDITIONAL PROVISIONS AND ATTACHMENTS I
792 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate
793 Commission.)
794 Selling Price determined by $1.25 per deed square foot sold:
Price stated in Paragraph 4.1 is based on Weld County Records. Final Price
at Closing computed by Number of Surveyed Square Feet times $1.25/SF. Buyer
may purchase additional square feet for $1.25 by written notice to Seller prior
to Inspection Objection Deadline.
Buyer has 20 days from Mutual Execution of Contract (MEC) to fully inspect
the property, title, unrecorded property facts, easement, egress/ingress, environmental,
zoning for intended use, existing survey/plats, adequate off -site drainage/detention
to accommodate Buyer's intended use, utilities/wells/sump pumps/septic tanks,
financial feasibility and any other item Buyer deems necessary, in Buyer's
sole opinion, to accept property "as -is, where -is". Should Buyer, in Buyer's
sole opinion, determine any finding unsatisfactory, Buyer may rescind the purchase
agreement prior to inspection deadline and immediately have the Earnest Money
refunded.
All Realtor Commissions to be paid outside closing to Wheeler Properties, Inc,
and Waypoint Real Estate. No Commission paid by Seller. Property not listed
at this time by any other Real Estate Brokers.
795
796
797
798
799 31. OTHER DOCUMENTS.
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Seller initials
800 31.1. The following documents are a part of this Contract:
801 Most current plat map of Highland Industrial Park showing Lot 3 property.
802
803
804 31.2. The following docsunents have been provided but are not a part of this Contract:
805 N/A
806
807
808
809
Buyer's Name: Weld County, Colorado
Jib /L.
Buyer's Signature
Address:
Phone No.:
Fax No.:
Email Address:
SIGNATURES
8e ->!t ,%.rasa, lre 2l .., Board of Weld County Commissioners Date
STEVC i 2EN0 , e N Asg
1150 D Street
Greeley, CO 80631
970-400-2023
N/A
ttayloreco.weld.co.us
810 [NOTE: If this offer is being countered or rejected, do not sign this document.]
811
Seller's Name: Cliff E. Sisson
Seller's ignature Cliff f' Simpson
Address: PD Box 211
Ault, CO 80610-0211
Phone No.: 970-324-5870
Fax No.: N/A
Email Address: cliffCchexcavation. com
Date
I END OF CONTRACT TO BUY AND SELL REAL ESTATE I
32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Buyer)
Broker ❑ Does 0 Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest
Money Holder and, except as provided in § 24. if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written
mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed
written mutual instructions, provided the Earnest Money check has cleared.
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/r
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Although Broker is not a party to the Contract, Broker agrees to cooperate. upon request. with any mediation requested under § 23.
Broker is working with Buyer as a ❑ Buyer's Agent 0 Transaction -Broker in this transaction. ❑ This is a Change of Status.
❑ Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker's brokerage relationship with Seller.
Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑ Buyer 0 Other Wheeler
Properties, Inc shall be paid 2.5% Commission of Selling Price split 50/50 Wheeler Properties,
Inc and Waypoint Real Estate.
Brokerage Firm's Name:
Brokerage Firm's License #:
Broker's Name:
Broker's License #:
Address:
Phone No.:
Fax No.:
Email Address:
Wheeler Properties, Inc/Waypoint Real Estate
EC 100083149
Ron Bendel, CCIM and Brian Srnerud, CCIM
LEA 001315816 / FA100042149
Broker's Signature:
Date
1130 38th Ave Ste B / 125 S. Howes St, Ste
Greeley, CO 80634 / Fort
(970) 352-5860
(970) 352-0117
roniwheelerpropertiesinc
bsmerud@waypointre.coin
Collins,
corn;
CO 80521
500
33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Seller)
Broker ❑ Does X Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest
Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination. Earnest Money Holder will release the Earnest Money as directed by the written
mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed
written mutual instructions, provided the Earnest Money check has cleared.
Although Broker is not a party to the Contract. Broker agrees to cooperate, upon request, with any mediation requested under § 23.
Broker is working with Seller as a ❑ Seller's Agent Transaction -Broker in this transaction. ❑ This is a Change of Status.
❑ Customer. Broker has no brokerage relationship with Seller. See § 32 for Broker's brokerage relationship with Buyer.
Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer X❑ Other There is no commission
paid by Seller.
Brokerage Firm's Name:
Brokerage Firm's License #:
Broker's Name:
Broker's License #:
Wheeler Properties, Enc.
Estate
EC 100083149
Ron Bendel, CCIM and Brian Smerud, CCIM
EA 001315816 / FA100042149
% Waypoint Real
Broker's Signature:
Date
CBS4-5-I9. CONTRACT TO BUY AND SELL REAL ESTATE. (LAND) 5/28/2021 13:59
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Page IS of 19
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Address: 1130 38th Avenue, Suite B / 125 Howes St, Ste
500
Phone No.:
Fax No.:
Email Address:
812
Greeley, CO 80634 / Fort Collins, CO 80521
(970)352-5860
(970) 352-0117
ran@wheelerpropertiesinc.com;
bsmerud@waypointre.com
CBS4-S-19. CONTR
ACT TO BUY AND SELL REAL ESTATE (LAND) 5/2_3/2021 13:59
/mss(
Buyer initials Seller initials
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