HomeMy WebLinkAbout20194303.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY
AND AUTHORIZE CHAIR TO SIGN ANY NECESSARY DOCUMENTS - NCMC, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for the Sale and Purchase
of Real Property between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, and NCMC, Inc., commencing upon full execution of
signatures, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for the Sale and Purchase of Real Property between the
County of Weld, State of Colorado, by and through the Board of f County Commissioners of Weld
County, and NCMC, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement and any necessary documents to effectuate the sale of the property.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 30th day of September, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, C L ADO
ATTEST: ditRd1J je -ok
arbara Kirkmeyer, hair
Weld County Clerk to the Board (�
. Mike Freeman, P -Tern
BY: / ✓. - J
'Deputy Clerk to the Board +��. �—�
ateSean . Conway
AP VE T• OR
tam � a ; —: c tt ames
• Count 'ttorney ' \ I _ Y ._ ��,
0 . Steve Moreno
Date of signature: 10/o3/M
to -ajici 2019-4303
PR0036
AGREEMENT FOR SALE AND PURCHASE OF REAL PROPERTY
5,,P.F 3O , 2019 (the "Effective Date")
1. PARTIES AND PROPERTY: The County of Weld, a body corporate and politic of the
State of Colorado,by and through its Board of County Commissioners,whose address is P.O. Box
758, 1150 O Street, Greeley, Colorado 80632 ("Seller"), hereby agrees to sell, and NCMC, Inc.,
whose address is 1801 16th Street, Greeley, Colorado 80631, Greeley, Colorado 80634("Buyer"),
hereby agrees to buy,on the terms and conditions set forth in this Agreement for Sale and Purchase
of Real Property("Agreement"),all of Seller's right,title and interest in and to the property,assets,
rights and interests set forth in this Section 1 (each, a "Property", and, collectively, the
"Properties"):
(a) Real Property: That certain real property in Weld County, State of Colorado,
commonly known as 1801 16th Street, Greeley, Colorado 80631 and 1625 17th
Avenue, Greeley, Colorado 80631, as more particularly described in Exhibit A
attached hereto and made part hereof, together with all easements, covenants,
agreements,rights,privileges,tenements,hereditaments,airspace,rights-of-way,and
appurtenances thereunto belonging or appertaining thereto (the "Real Property"),
including all interest of Seller in and to adjacent streets, including vacated streets,
alleys, rights of way, and any adjacent strips and gores of real estate, and all rights,
titles and interests of Seller appurtenant to the Real Property,and all attached fixtures
thereon.
(b) Improvements: All buildings, improvements, structures and fixtures now
constructed and completed or under construction with respect to and situated on the
Real.Property,including,without limitation,any and all plumbing,air conditioning,
heating, ventilating, mechanical, electrical and other utility systems, landscaping,
roadways, sidewalks and light fixtures, if any (the "Improvements") (such Real
Property and Improvements being referred to herein,individually and collectively,as
the "Premises").
(c) Personal Property: All furniture, furnishings, fittings, equipment, machinery,
apparatus, appliances, vehicles, aircraft, and other articles of tangible personal
property located on the Premises as of the Effective Date and used or usable in
connection with the occupation or operation of all or any part of the Premises(if any,
collectively, "Personal Property"), excluding, however, (i) equipment leased by
Seller and the interest of Seller in any equipment provided to the Premises for use,
but not owned or leased by Seller, (ii) property owned or leased by any Tenant (as
defined below)or guest,employee or other person furnishing goods or services to the
Premises, and (iii) property and equipment owned by Seller which in the ordinary
course of business of the Premises is not used exclusively for the business,operation
or management of the Premises.
(d) Water Rights, Well Rights, Water and Sewer Taps: all water taps, sewer taps,
-WV' V Page 1 of 16 Seller14- I
2019-4303
wells and well equipment. well permits, well rights, surface water rights, and.
groundwater appurtenant to the Premises owned by Seller.
(e) Oil,Gas,Minerals: All of Seller's right,title,and interest in and to all oil, gas,and
other minerals and interests in the Real Property, including but not limited to oil and
gas leasehold interests, operating rights, fee interests in oil, gas, and/or other
minerals, overriding royalty interests, production payment interests, net profits
interests,contractual rights under oil and gas operating and other agreements,and all
other rights in and to oil, gas, and other minerals and other real property of
whatsoever nature located on or under the Real Property;together with all of Seller's
interest in all wells,equipment,other personal property,easements,contractual rights
and all other rights and properties located on or appurtenant to or used or obtained in
connection with any such interests (the"Subsurface Interests").
2. PURCHASE PRICE AND TERMS: The purchase price shall be FIFTY-NINE
MILLION FOUR HUNDRED SEVENTY-NINE THOUSAND NINETY-ONE AND
NO/100 U.S.DOLLARS($59,479,091.00)(the"Purchase Price"),payable to Seller on the
Closing Date, in the form of(a) cash in the amount of SEVENTEEN MILLION FIVE
HUNDRED FORTY THOUSAND ONE HUNDRED NINETY-FOUR AND NO/100
U.S. Dollars ($17,540,194.00) and a Promissory Note in the amount of [FORTY-ONE
MILLION NINE HUNDRED THIRTY-EIGHT THOUSAND EIGHT HUNDRED
NINETY-SEVEN AND NO/100 U.S. Dollars ($41,938,897.00) `1"O BE CONFIRMED
BASED ON FINAL L NET VALUE OF ASSETS BEING ( OM:E 'ED:D TO NCNI1 1.
3. NOT ASSIGNABLE: This Agreement shall not be assignable by Buyer without Seller's
prior written consent. Except as so restricted, this Agreement shall inure to the benefit of
and be binding upon the heirs,personal representatives,successors and assigns of the parties.
4. TITLE: The title herein required to be furnished by the Seller shall be marketable, subject
only to the Permitted Encumbrances,as defined below,and insurable without exception for
defects,title matters,and/or encumbrances,other than Permitted Encumbrances,at standard
rates by a title insurance company licensed in the State of Colorado. The marketability of
title shall be determined in accordance with the Standards of Title of the Colorado Bar
Association now in force.
5. INSPECTION: Buyer or its designee shall have the right to have inspection(s) of the
physical condition of the Properties and Premises, at Buyer's expense. Buyer is solely
responsible for and shall pay all costs associated with any inspection of the Properties and
shall not allow a lien to be placed on the Properties resulting from any work done or
requested by the Buyer. Buyer shall be responsible for and pay any and all damages,
resulting from Buyer's inspection of the Properties, and in the event Buyer shall fail to
complete the purchase of the Properties, Buyer shall return the Properties to the Seller in
substantially the condition the Properties were in prior to the Buyer's inspection. The
provisions of this paragraph shall survive the Closing.
Buyer 1-0 1-"`" Page 2 of 16 Seller 14-%
6. DATE OF CLOSING: The date of closing shall be October 9, 2019, or by mutual
agreement at an earlier date. The hour and place of closing shall be designated by Seller and
Buyer. The date of closing is referred to herein as the "Closing Date" or the "Closing."
7. TRANSFER OF TITLE: Subject to tender or payment at closing as required herein and
compliance by Buyer with the other terms and provisions hereof, Seller shall execute and
deliver a good and sufficient warranty deed to Buyer, on the Closing Date, conveying the
Properties free and clear of all encumbrances of record and taxes, except for the following
(the"Permitted Encumbrances"):
(a) The general real estate taxes for the year of closing.
(b) Those matters encumbering the Properties as shown on the title commitment dated
, 2019, issued by Land Title Guarantee Company under Order No.
ABC25166691, other than leases and other instruments that are terminated or
otherwise no longer encumber the Property as of the closing between Buyer and
Banner Health.
8. SELLER'S COVENANT, REPRESENTATIONS AND WARRANTIES:
(a) Seller hereby covenants that the representations and warranties made by Seller in
Section 8, subsection (b) and Section 14 shall be true and correct in all material
respects,on and as of the Closing Date with the same force and effect as though such
representations and warranties had been made as of the Closing Date and Seller shall
have performed and complied with all of the other terms and provisions of this
Agreement.
(b) Seller hereby represents and warrants to Buyer as follows (all of which are
acknowledged by Seller to be material to Buyer)and agrees to promptly notify Buyer
in the event that any of the following representations and warranties become
incorrect, or misleading in any material respect, prior to the Closing:
(1) There are no actions,suits or proceedings threatened or pending concerning
or affecting any portion of the Properties,at law or in equity and there are no
actions, suits or proceedings threatened or pending against Seller which
would materially adversely affect Seller's ability to consummate the
transactions contemplated hereunder;
(2) Seller has not received from any governmental authority notice of any
violation of applicable building codes, environmental, zoning and land use
laws, and other applicable local, state and federal law and regulations
applicable to the Properties or any part thereof, and to the best of Seller's
knowledge, no actions, suits, proceedings or claims are contemplated or
threatened against the Properties by any governmental agency or authority
alleging that the Properties are not in compliance with all laws;
Buyer 1'14 Page 3 of 16 Seller /
(3) Seller has full right,power,and authority to enter into and perform all of the
obligations required of Seller under this Agreement, including, without
limitation,transferring the Properties to Buyer without obtaining any further
consents or approvals from,or the taking of any other actions with respect to,
any third parties.
(4) Seller has received no notice from any governmental authority with respect to
any environmental matter affecting the Properties; and
(5) Seller is the sole owner of the Properties and each and every portion thereof,
and all rights and interests therein; subject only to the Permitted
Encumbrances, and no other person has or shall have any right, title or
interest therein. There is no agreement to which Seller is a party or that is
binding on Seller that is in conflict with this Agreement and no person or
entity, other than Buyer, has any right to purchase all or any portion of the
Properties or any rights, title or interest therein, or any redemption right or
rights of repurchase or rights of first offer or refusal with respect thereto.
There is no action or proceeding pending or threatened against Seller or
relating to the Properties that challenges or impairs Seller's ability to execute
or perform its obligations under this Agreement or that might detrimentally
affect the value or to use or operation of the Properties.
9. BUYER'S REPRESENTATIONS AND WARRANTIES: Buyer hereby represents and
warrants to Seller as follows (all of which are acknowledged by Buyer to be material to
Seller) and agrees to promptly notify Seller in the event that any of the following
representations and warranties become incorrect,or misleading in any material respect,prior
to the Closing:
(a) Buyer has the full right and authority to enter into this Agreement and to
consummate or cause to be consummated the transactions contemplated hereby.This
Agreement has been,and all of the documents to be delivered by Buyer pursuant to
this Agreement will be,duly executed and delivered by Buyer,and constitute,or will
constitute, as appropriate,the legal, valid and binding obligation of Buyer, and will
be enforceable against Buyer in accordance with its terms; and
(b) There are no attachments, executions or assignments for the benefit of creditors or
voluntary proceedings in bankruptcy or under any other debtor relief laws pending or
threatened by or against Buyer.
10. CONDITIONS TO CLOSING: The obligations of Buyer to consummate the transactions
contemplated by this Agreement are subject to the following conditions.
(a) The representations and warranties made by Seller in Section 8 and Section 14 shall
be true and correct in all material respects, on and as of the Closing Date with the
Buyer 1bt-' Page 4 of 16 Seller -r /
same force and effect as though such representations and warranties had been made
as of the Closing Date and Seller shall have performed and complied with all of the
other terms and provisions of this Agreement.
(b) Any and all leases for the Properties, including but not limited to the Leases
identified in Section 14, shall have been terminated.
(c) Seller shall deliver or cause to be delivered and Seller hereby covenants and agrees to
deliver(subject to the terms and provisions of this Agreement)each of the following
items to Buyer:
(1) A duly executed and acknowledged Special Warranty Deed in the form of in
Exhibit B attached hereto and made part hereof conveying marketable title to
the Properties.
(2) A bill of sale of all of Seller's right, title and interest in and to all of the
personal property and intangible property, if any.
(3) All keys, pass cards and pass codes to all locks on the Properties held by
Seller.
(4) A closing statement accepted by the Buyer and Seller.
(5) A resolution and/or other evidence of the authorization of the sale of the
Properties to Buyer and of the authority of the person(s) executing and
delivering documents at the Closing on behalf of Seller; and
(6) Such additional documents that may reasonably be required for the proper
consummation of the transaction contemplated by this Agreement(provided,
however,no such additional document shall expand any obligation,covenant,
representation or warranty of Seller or result in any new or additional
obligation, covenant, representation or warranty of Seller under this
Agreement beyond those expressly set forth in this Agreement).
The obligations of Seller to consummate the transactions contemplated by this Agreement
are subject to the following conditions.
(a) The representations and warranties made by Buyer in Section 9 shall be true and
correct in all material respects,on and as of the Closing Date with the same force and
effect as though such representations and warranties had been made as of the Closing
Date and Buyer shall have performed and complied with all of the other terms and
provisions of this Agreement.
(b) Buyer shall deliver the Purchase Price.
Buyer ` G' Page 5 of 16 Seller 11" /
(c) Buyer shall deliver or cause to be delivered and Buyer hereby covenants and agrees
to deliver (subject to the terms and provisions of this Agreement) each of the
following items to Seller:
(1) A closing statement accepted by the Buyer and Seller.
(2) Resolution, incumbency certificate, and/or other evidence of the
authorization of the purchase of the Properties and of the authority of the
person(s) executing and delivering documents at the Closing on behalf of
Buyer; and
(3) Such additional documents that may reasonably be required for the proper
consummation of the transaction contemplated by this Agreement(provided,
however,no such additional document shall expand any obligation,covenant,
representation or warranty of Buyer or result in any new or additional
obligation, covenant, representation or warranty of Buyer under this
Agreement beyond those expressly set forth in this Agreement).
11. CLOSING COSTS, DOCUMENTS AND SERVICES:
(a) Seller shall pay all closing costs and all other items required to be paid at closing,
except as otherwise provided herein.
(b) Seller shall pay all costs and expenses required in connection with release of any
mortgage,deed of trust,or other indebtedness against the Properties including but not
limited to any prepayment penalties or defeasance costs.
(c) Buyer and Seller shall sign and complete all customary or required documents at or
before Closing.
12. PRORATIONS: Because Seller is a tax exempt entity, there is no need to prorate general
taxes to the Closing Date. Buyer shall be responsible for the payment of all insurance on the
property from the date of sale, and Seller shall be entitled to any refund of insurance
premium(s) paid for coverage after the Closing Date. No other expenses, taxes, or
assessments shall be prorated to the Closing Date.
13. POSSESSION: Possession of the Properties, together with keys, combinations and access
codes to the Improvements, shall be delivered to the Buyer at Closing, subject only to the
Permitted Encumbrances.The foregoing provision shall survive Closing and delivery of the
deed to Buyer. Subsequent to the date of this Agreement and prior to the closing, Buyer, its
agents and employees shall be entitled to enter upon the Properties for the purpose of making
inspections thereof.
14. CONDITION/USE OF PROPERTIES:
Buyer 11X/ Page 6 of 16 Seller 1j--/
(a) Each lease and other agreement for the present or future use or occupancy of any of
the Properties in respect of which Seller holds the interest of the lessor (each such
agreement a "Lease," and, collectively, the "Leases") is described below:
(1) That certain First Restated Ground Lease, dated as of May 1,2016, between
Weld County,Colorado,a political subdivision of the State of Colorado(the
"County"), as lessor, and the Colorado Health Facilities Authority (the
"Authority"),a body politic and corporate created and existing under and by
virtue of the Colorado Health Facilities Authority Act, where the County
demises and leases to the Authority the Property. The Authority leases the
Property to the Board of Trustees, as defined below,pursuant to the Second
Restated Lease dated as of May, 1, 2016. The Board of Trustees leases the
health care buildings and structures located on the Property which constitutes
the North Colorado Medical Center, and any supplements and amendments
thereto to Purchaser.
(2) That certain First Restated Operating Sublease, dated as of May 1, 2016,
between the Board of Trustees for North Colorado Medical Center, a body
corporate,created and appointed by the Board of County Commissioners of
Weld County pursuant to authority vested in the County by Part 3,Article 3
of Title 25, Colorado Revised Statutes entitled "County Hospitals,
Establishment"and commonly known as the"County Hospitals Law,"as
sublessor(the"Board of Trustees"), and NCMC,Inc., a Colorado nonprofit
corporation, as sublessee.
(3) That certain First Restated Ground Lease dated as of May 1,2016, between
Colorado Health Facilities Authority, a body politic and corporate created
and existing under and by virtue of the Colorado Health Facilities Authority
Act, as sublessor, and the Board of Trustees for North Colorado Medical
Center, a body corporate, as sublessee.
(b) Seller represents and warrants there are no Leases between entered Seller and any
third party, except as described in this Section.
(c) Any person or entity entitled to occupy any portion of the Properties under a Lease
shall be referred to herein individually as a "Tenant" and, collectively, as
"Tenants."
15. TIME OF ESSENCE/REMEDIES: Time is of the essence hereof. If any note or check
received as earnest money hereunder or any other payment due hereunder is not paid,
honored or tendered when due, or if any other obligation hereunder is not performed or
waived as herein provided, there shall be the following remedies:
(a) IF BUYER IS IN DEFAULT: Subject to the other terms of this Agreement, if
Buyer breaches this agreement and does not cure the breach within five(5)
Buyer 1'1r'' Page 7 of 16 Seller'W/
Seller notifies Buyer of the same in writing, then Seller, as its sole and exclusive
remedy, may elect to treat this Agreement as canceled, in which case all payments
and things of value received hereunder shall be forfeited and retained on behalf of
Seller, and neither party shall have any further obligations hereunder, except for
Buyer's indemnity, repair and other obligations that by their terms survive the
termination of this Agreement.
(b) IF SELLER IS IN DEFAULT: Subject to the other terms of this Agreement, if
Seller refuses to convey any portion of the Properties to Buyer when legally required
to do so or otherwise defaults or fails to perform its covenants or obligations under
this Agreement in any material respect prior to Closing,and Seller fails to cure such
failure within five(5)days in the event of failure to convey or fifteen(15)days in the
event of any other default prior to Closing, after it is notified thereof by Buyer in
writing,then(1)Buyer may elect to treat this Agreement as cancelled,in which case
all payments and things of value received hereunder shall be returned and Buyer may
recover such damages as may be proper, or (2) Buyer may elect to treat this
Agreement as being in full force and effect and Buyer shall have the right to specific
performance or damages, or both.
(c) COSTS AND EXPENSES: Anything to the contrary herein notwithstanding,in the
event of any litigation arising out of this Agreement the court shall award to the
prevailing party all reasonable costs and expenses, including attorney fees.
16. RISK OF LOSS: Until the Closing, the risk of loss by fire or other casualty to the
Properties,and liability for personal injury or damage to property of others at the Properties
shall be borne by Seller. Seller shall keep in full force and effect a policy of insurance in the
manner customarily maintained by Seller.
17. RECOMMENDATION OF LEGAL COUNSEL: By signing this document Buyer and
Seller acknowledge that each of them has been advised that this document has important
legal consequences, and that each is aware of the importance of the examination of all
documents of title,and that to their individual satisfaction,each has consulted with legal and
tax or other counsel before signing this Agreement.
18. NOTICE TO BUYER: Any notice to Buyer shall be given in writing and delivered in
person or sent certified mail, postage prepaid, return receipt requested, to the address set
forth at the beginning of this Agreement. Such notice shall be effective when received by
Buyer.
19. NOTICE TO SELLER: Any notice to Seller shall be given in writing and delivered in
person or sent certified mail, postage prepaid, return receipt requested, to the address set
forth at the beginning of this Agreement. Such notice shall be effective when received by
Seller.
20. MODIFICATION OF THIS AGREEMENT: No subsequent modification of any of the
Buyer ""(e' Page 8 of 16 Seller
terms of this Agreement shall be valid,binding upon the parties,or enforceable unless made
in writing and signed by the parties.
21. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement between the
parties relating to the subject hereof, and any prior agreements pertaining thereto, whether
oral or written, have been merged and integrated into this Agreement.
22. FURTHER ASSURANCES: In addition to the acts and deeds recited herein and
contemplated to be performed, executed and/or delivered by either party at Closing, each
party agrees to perform, execute and deliver, but without any obligation to incur any
additional liability or expense,on or after the Closing any further deliveries and assurances
as may be reasonably necessary to consummate the transactions contemplated hereby or to
further perfect that conveyance,transfer and assignment of the Properties to Buyer.
23. NO OFFER,COUNTERPARTS:This Agreement shall not be deemed an offer or binding
on Seller or Buyer until this Agreement is fully executed and delivered by Seller and Buyer.
If accepted,this document shall become an Agreement between Seller and Buyer. A copy of
this document may be executed by each party,separately,and when each party has executed
a copy thereof, such copies taken together shall be deemed to be a full and complete
Agreement between the parties.
24. ADDITIONAL PROVISIONS:
(a) NO WAIVER OF IMMUNITY:No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees may
possess,nor shall any portion of this Agreement be deemed to have created a duty of
care which did not previously exist with respect to any person not a party to this
Agreement.
(b) NO THIRD PARTY BENEFICIARY ENFORCEMENT: It is expressly
understood and agreed that the enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly
reserved to the undersigned parties and nothing in this Agreement shall give or allow
any claim or right of action whatsoever by any other person not included in this
Agreement. It is the express intention of the undersigned parties that any entity other
than the undersigned parties receiving services or benefits under this Agreement shall
be an incidental beneficiary only.
(d) SEVERABILITY: If any clause, provision, subsection, section or article of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason, the
invalidity,illegality or enforceability of such clause,provision,subsection,section or
article shall not affect any of the remaining provisions of this Agreement.
(e) HOLIDAYS, ETC.: Whenever any time limit or date provided herein falls on a
Saturday, Sunday,or legal holiday under the laws of the State of Colorado or day on
Buyer `�IYU' Page 9 of 16 Seller litd'/
which national banks located in such State are authorized to be closed,then that date
is extended to the next day that is not a Saturday, Sunday, legal holiday or day
authorized for national banks to be closed.
IN WITNESS WHEREOF,each of the parties hereto has entered into this Agreement for
Sale and Purchase of Real Property effective as of the Effective Date.
SELLER:
ATTE T BOARD OF COUNTY COMMISSIONERS
OF WELD COUNTY,
STATE OF COLORADO
By: By•
Deputy Cler do the Board j arbara Kirkmey r, Chair
Imo"'
`\ 1.. I /• SEP 3 0 2019
00`
Buyer IV AZ' Page 10 of 16 Seller j�/
BUYER:
ATTEST: NCMC, Inc.
By: By: �,..... .
Name:
Title: c1,44-,, .e -the B 022
Signature Page to Agreement for Sale and Purchase of Real Property
By and Between
The County of Weld, as Seller, and NCMC, Inc., as Buyer
Buyer 1111,^ Page 11 of 16 Seller �j-/
EXHIBIT A
LEGAL DESCRIPTION OF THE REAL PROPERTY
PARCEL A (HOSPITAL ADDITION):
BLOCKS A AND B, HOSPITAL ADDITION, AN ADDITION TO THE CITY
OF GREELEY, TOGETHER WITH VACATED HOSPITAL ROAD,
VACATED BY ORDINANCE NO. 12, 1989, RECORDED ON MAY 17, 1989,
UNDER RECEPTION NO. 02179907 IN THE RECORDS OF THE CLERK
AND RECORDER FOR THE COUNTY OF WELD, STATE OF COLORADO,
EXCEPTING THEREFROM THE EAST 30 FEET OF SAID BLOCK B
DEEDED TO SCHOOL DISTRICT NO. SIX BY THAT DEED RECORDED
APRIL 9, 1949 IN BOOK 1245 AT PAGE 303 AND ALSO EXCEPTING
THEREFROM THE NORTH 80 FEET OF SAID BLOCK A DEEDED TO THE
CITY OF GREELEY BY THAT DEED RECORDED AUGUST 7, 1950 IN
BOOK 1276 AT PAGE 475, IN THE RECORDS OF THE CLERK AND
RECORDER FOR THE COUNTY OF WELD, STATE OF COLORADO,
COUNTY OF WELD, STATE OF COLORADO
Also known by street and number as: 1801 16th Street, Greeley, Colorado
Assessor's schedule or parcel number: 096107231001
AND
PARCEL B (PARKING GARAGE):
ALL OF LOTS 1, 2, 32, & 33, AND THE NORTH 34 FEET OF LOTS 3 & 31,
BLOCK 5, FIRST ADDITION TO FAIRACRES, CITY OF GREELEY,
COUNTY OF WELD, STATE OF COLORADO
Also known by street and number as: 1625 17th Avenue, Greeley, Colorado
Assessor's schedule or parcel number: 096107303001
Buyer T1' Page 12 of 16 Seller 1P'/
EXHIBIT B
FORM OF SPECIAL WARRANTY DEED
SPECIAL WARRANTY DEED
THIS DEED,is made this day of October,2019,between the County of Weld,State of
Colorado,a body corporate and politic of the State of Colorado,by and through the Board of County
Commissioners of the County of Weld.State of Colorado,"Grantor,"and NCMC,Inc.,whose legal
address is 1801 16`" Street, Greeley, Colorado 80631, of the County of Weld. State of Colorado,
"Grantee".
WITNESSETH, that the Grantor, for and in consideration of the sum of FIFTY-NINE
MILLION FOUR HUNDRED SEVENTY-NINE THOUSAND NINETY-ONE AND NO/100
($59,479,091.00), the receipt and sufficiency of which is hereby acknowledged, has granted,
bargained, sold, and conveyed, and by these presents do grant, bargain, sell, convey, and confirm,
unto the Grantee and the Grantee's heirs and assigns forever,all the real property,together with the
improvements thereon, if any, situate, lying and being in the County of Weld, State of Colorado,
described as follows:
PARCEL A (HOSPITAL ADDITION):
BLOCKS A AND B, HOSPITAL ADDITION, AN ADDITION TO THE CITY OF
GREELEY, TOGETHER WITH VACATED HOSPITAL ROAD, VACATED BY
ORDINANCE NO. 12, 1989, RECORDED ON MAY 17, 1989, UNDER RECEPTION NO.
02179907 IN THE RECORDS OF THE CLERK AND RECORDER FOR THE COUNTY OF
WELD, STATE OF COLORADO,
EXCEPTING THEREFROM THE EAST 30 FEET OF SAID BLOCK B DEEDED TO
SCHOOL DISTRICT NO.SIX BY THAT DEED RECORDED APRIL 9,1949 IN BOOK 1245
AT PAGE 303 AND ALSO EXCEPTING THEREFROM THE NORTH 80 FEET OF SAID
BLOCK A DEEDED TO THE CITY OF GREELEY BY THAT DEED RECORDED
AUGUST 7, 1950 IN BOOK 1276 AT PAGE 475,IN THE RECORDS OF THE CLERK AND
RECORDER FOR THE COUNTY OF WELD, STATE OF COLORADO,
COUNTY OF WELD, STATE OF COLORADO
Also known by street and number as: 1801 16th Street, Greeley, Colorado
Assessor's schedule or parcel number: 096107231001
AND
PARCEL B (PARKING GARAGE):
Buyer. Page 13 of 16 Seller IV/
ALL OF LOTS 1, 2, 32, & 33, AND THE NORTH 34 FEET OF LOTS 3 & 3L BLOCK 5,
FIRST ADDITION TO FAIRACRES, CITY OF GREELEY,COUNTY OF WELD,STATE
OF COLORADO
Also known by street and number as: 1625 17th Avenue, Greeley, Colorado
Assessor's schedule or parcel number: 096107303001
AND
all water taps, sewer taps,wells and well equipment,well permits, well rights, surface water
rights, and groundwater appurtenant to the Parcel A and Parcel B owned by Grantor.
AND
All of Grantor's right,title,and interest in and to all oil,gas,and other minerals and interests
in Parcel A and Parcel B,including but not limited to oil and gas leasehold interests,operating
rights,fee interests in oil,gas, and/or other minerals,overriding royalty interests,production
payment interests, net profits interests, contractual rights under oil and gas operating and
other agreements, and all other rights in and to oil, gas, and other minerals and other real
property of whatsoever nature located on or under Parcel A and Parcel B; together with all of
Grantor's interest in all wells, equipment, other personal property, easements, contractual
rights and all other rights and properties located on or appurtenant to or used or obtained in
connection with any such interests.
TOGETHER with any and all other interests of Seller in vacated streets and alleys adjacent
thereto, all and singular the hereditaments, easements, and appurtenances thereto belonging, or in
anywise appertaining,and all attached fixtures thereon,and the reversion and reversions,remainder
and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and
demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained
premises, with the hereditaments and appurtenances;
TO HAVE AND TO HOLD the said premises above bargained and described with the
appurtenances,unto the Grantee,and the Grantee's heirs and assigns forever.The Grantor,for itself
and its successors and assigns,does covenant and agree that Grantor shall and will WARRANT THE
TITLE AND FOREVER DEFEND the above-described premises,including any adjoining vacated
street or alley or other right-of-way that adjoins the real property, in the quiet and peaceable
possession of the Grantee and the heirs and assigns of the Grantee, against all and every person or
persons claiming the whole or any part thereof,by,through or under Grantor except and subject to
the following matters:
(a) The general real estate taxes for the year of closing.
Buyer Page 14 of 16 Seller 15F /
(b) Those matters encumbering Parcels A and B as shown on the title commitment dated
2019, issued by Land Title Guarantee Company under Order No. ABC25166691.
[signatures on following page]
•
Buyer 1W—' Page 15 of 16 Seller V4--/
ATTEST: COUNTY OF WELD, STATE OF
COLORADO, A BODY POLITIC AND
CLERK TO THE BOARD OF CORPORATE OF THE STATE OF
COUNTY COMMISSIONERS COLORADO
BY: BY:
Deputy Clerk to the Board Barbara Kirkmeyer, Chairman
Board of County Commissioners of the
County of Weld
STATE OF COLORADO )
) ss.
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this 9th day of October, 2019, by
Barbara Kirkmeyer, as Chairman of the Board of County Commissioners of the County of Weld,
State of Colorado.
Witness my hand and official seal.
Notary Public
My commission expires:
Buyer Page 16 of 16 Seller '\54— /
Hello