Home Treasure Finders Inc 3412 W 62nd Ave Denver, CO 80221 Phone: (720 ###-###-#### Fax: (720 ###-###-####
EX-10.2 2 ex10_2.htm EXHIBIT 10.2 ex10_2.htm
Exhibit 10.2
Home Treasure Finders Inc
3412 W 62nd Ave
Denver, CO 80221
Phone: (720 ###-###-#### Fax: (720 ###-###-####
1 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.
2 (CBS4-8-13) (Mandatory 1-14)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSEL BEFORE SIGNING.
6
7 CONTRACT TO BUY AND SELL REAL ESTATE
8 (LAND)
9 (x Property with No Residences)
10 (❑ Property with Residences-Residential Addendum Attached)
11
12
13 Date: March 15, 2014
14 AGREEMENT
15 1. AGREEMENT. Buyer, identified in § 2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property
16 described below on the terms and conditions set forth in this contract (Contract).
17 2. PARTIES AND PROPERTY.
18 2.1. Buyer. Buyer, JDONE LLC, will take title to the Property
19 described below as ❑ Joint Tenants ❑ Tenants In Common ❑ Other BUYER TO NOTIFY TITLE 72 HOURS PRIOR
TO CLOSING.
20 2.2. Assignability and Inurement. This Contract x Is ❑ Is Not assignable by Buyer without Seller's prior written
21 consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, personal representatives,
22 successors and assigns of the parties.
23 2.3. Seller. Seller, Os Rosemary LLC, is the current owner of the
24 Property described below.
25 2.4. Property. The Property is the following legally described real estate in the County of Adams, Colorado:
26 SECT, TWN, RNG: 28-2-67 DESC: PARCEL A THAT PT OF THE SW4 OF SEC 28 DESC AS FOLS BEG AT
THE W 1/4 COR OF SD SEC 28 TH N 89D 25M 24S E 1005/05 FT TO THE TRUE POB SD PT BEING
ON THE E ROW LN OF ROSEMARY S T TH CONT ALG THE N LN OF S1) SW4 N 89D 25M 24S E 315/52
FT TH S 000 16M 57S W 663/45 FT TH S 89D 32M 23S W 317/99 FT TO A PT ON THE E ROW LN OF ROSEMARY ST TH N 000
29M 47S E 662/85 FT TO THE TRUE POB EXC THE N 30 FT AND THE S 30 FT OF SD PARC FOR RD PURPOSES 5A
27
28
29
8350 Rosemary St Commerce City Colorado 80022
30 known as No.
31 Street Address City State Zip
32 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of
33 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).
34 2.5. Inclusions. The Purchase Price includes the following items (Inclusions):
35 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract.
36 Other Fixtures: NA
37
38
39 If any fixtures are attached to the Property after the date of this Contract, such addition fixtures are also included in the Purchase
40 Price.
41 2.5.2. Personal Property. If on the Property, whether attached or not, on th date of this Contract, the following
42 items are included:
43 NA
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| Buyer initials | Seller initials |
44
45 Other Personal Property: NA
46
47
48 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes (except
49' personal property taxes for the year of Closing), liens and encumbrances, except NA.
50 Conveyance will be by bill of sale or other applicable legal instrument.
51 2.5.3. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows:
52 NA
53
54 The Trade Fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes (except personal
55 property taxes for the year of Closing), liens and encumbrances, except NA. Conveyance
56 will be by bill of sale or other applicable legal instrument.
57 2.6. Exclusions. The following items are excluded (Exclusions):
58 NA
59
60 2.7. Water Rights, Well Rights, Water and Sewer Taps.
61 r 2.7.1 Deeded Water Rights. The following legally described water rights:
62
63
64 Any deeded water rights will be conveyed by a good and sufficient deed at Closing.
65 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§2.7.1, 2.7.3,
66 2.7.4 and 2.7.5, will be transferred to Buyer at Closing:
67
68
69
70 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that
71 if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes,
72 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered
73 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a
74 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in
75 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is
76 .
77 ❑ 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows:
78
79
80 2.7.5. Water and Sewer Taps. Note: Buyer is advised to obtain, from the provider, written confirmation of
81 the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps.
82 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water),
83 § 2.7.3 (Well Rights), or § 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the
84 applicable legal instrument at Closing.
85 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows:
86
87
88 3. DATES AND DEADLINES.
| Item No. | Reference | Event | Date or Deadline |
| 1 | § 4.3 | Alternative Earnest Money Deadline | March18, 2014 |
| Title | |||
| 2 | § 8.1 | Record Title Deadline | March21, 2014 |
| 3 | § 8.2 | Record Title Objection Deadline | March24, 2014 |
| 4 | § 8.3 | Off-Record Title Deadline | March24, 2014 |
| 5 | § 8.3 | Off-Record Title Objection Deadline | March26, 2014 |
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| Buyer initials | Seller initials |
| 6 | § 8.4 | Title Resolution Deadline | March 27, 2014 |
| 7 | § 8.6 | Right of First Refusal Deadline | |
| Owners' Association | |||
| 8 | § 7.3 | Association Documents Deadline | |
| 9 | § 7.4 | Association Documents Objection Deadline | |
| Seller's Property Disclosure | |||
| 10 | §10.1 | Seller's Property Disclosure Deadline | March 21, 2014 |
| Loan and Credit | |||
| 11 | § 5.1 | Loan Application Deadline | March 21, 2014 |
| 12 | § 5.2 | Loan Objection Deadline | March 28, 2014 |
| 13 | § 5.3 | Buyer's Credit Information Deadline | March17, 2014 |
| 14 | § 5.3 | Disapproval of Buyer's Credit Information Deadline | March 28, 2014 |
| 15 | § 5.4 | Existing Loan Documents Deadline | |
| 16 | § 5.4 | Existing Loan Documents Objection Deadline | |
| 17 | § 5.4 | Loan Transfer Approval Deadline | |
| 18 | § 4.7 | Seller or Private Financing Deadline | March 28, 2014 |
| Appraisal | |||
| 19 | § 6.2 | Appraisal Deadline | NA |
| 20 | § 6.2 | Appraisal Objection Deadline | NA |
| Survey | |||
| 21 | § 9.1 | Current Survey Deadline | April16, 2014 |
| 22 | § 9.2 | Current Survey Objection Deadline | April18, 2014 |
| 23 | § 9.3 | Current Survey Resolution Deadline | April21, 2014 |
| Inspection and Due Diligence | |||
| 24 | § 10.2 | Inspection Objection Deadline | April20, 2014 |
| 25 | § 10.3 | Inspection Resolution Deadline | April21, 2014 |
| 26 | § 10.5 | Property Insurance Objection Deadline | April21, 2014 |
| 27 | § 10.6 | Due Diligence Documents Delivery Deadline | March31, 2014 |
| 28 | § 10.6 | Due Diligence Documents Objection Deadline | April4, 2014 |
| 29 | § 10.6 | Due Diligence Documents Resolution Deadline | April 20, 2014 |
| 30 | § 10.6 | Environmental Inspection Objection Deadline | April 20, 2014 |
| 31 | § 10.6 | ADA Evaluation Objection Deadline | |
| 32 | § 10.7 | Conditional Sale Deadline | |
| 33 | § 11.1 | Tenant Estoppel Statements Deadline | |
| 34 | § 11.2 | Tenant Estoppel Statements Objection Deadline | |
| Closing and Possession | |||
| 35 | § 12.3 | Closing Date | April 30, 2014 |
| 36 | § 17 | Possession Date | April 30, 2014 |
| 37 | §17 | Possession Time | IMMEDIATELY AFTER DOD |
| 38 | § 28 | Acceptance Deadline Date | March17, 2014 |
| 39 | § 28 | Acceptance Deadline Time | 11:55 PM |
89 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. Any box,
90 blank or line in this Contract left blank or completed with the abbreviation "N/A", or the word "Deleted" means such provision,
91 including any deadline, is not applicable and the corresponding provision of this Contract to which reference is made is deleted.
92 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract.
93 4. PURCHASE PRICE AND TERMS.
94 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:
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| Buyer initials | Seller initials |
| Item No. | Reference | Item | Amount | Amount |
| 1 | § 4.1 | Purchase Price | $ 420,000.00 | |
| 2 | § 4.3 | Earnest Money | $ 4,200.00 | |
| 3 | § 4.5 | New Loan | ||
| 4 | § 4.6 | Assumption Balance | ||
| 5 | § 4.7 | Private Financing | ||
| 6 | § 4.7 | Seller Financing | $ 315,000.00 | |
| 7 8 | ||||
| 9 | § 4.4 | Cash at Closing | $ 100,800.00 | |
| 10 | TOTAL | $ | $ 420,000.00 | $ 420,000.00 |
95 4.2. Seller Concession. Seller, at Closing, will credit, as directed by Buyer, an amount of $ NA to assist
96 with any or all of the following: Buyer's closing costs (Seller Concession). Seller Concession is in addition to any sum Seller has
97 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate
98 of what is allowed by Buyer's lender as set forth in the Closing Statement, Closing Disclosure or HUD- 1, at Closing.
99 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of BUSINESS CHECK, will be
100 payable to and held by TBD TITLE CO (Earnest Money Holder), in its trust account, on behalf of both
101 Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to
102 an Alternative Earnest Money Deadline (§ 3) for its payment. The parties authorize delivery of the Earnest Money deposit to the
103 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed
104 to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to
105 Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the
106 Earnest Money Holder in this transaction will be transferred to such fund.
107 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the
108 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline (§ 3).
109 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to
110 the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided
111 in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute
112 and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three
113 days of Seller's receipt of such form.
114 4.4. Form of Funds; Time of Payment; Available Funds.
115 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing
1 16 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified
117 check, savings and loan teller's check and cashier's check (Good Funds).
118 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be
119 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at
120 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this
121 Contract, Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount
122 stated as Cash at Closing in § 4.1.
123 4.5. New Loan.
124 4.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 4.2, if applicable, must timely pay Buyer's loan
125 costs, loan discount points, prepaid items and loan origination fees, as required by lender.
126 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to
127 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 or § 30 (Additional Provisions).
128 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans:
129 ❑ Conventional ® Other SELLER FINANCING.
130 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption
131 Balance set forth in § 4.1, presently payable at $ per including principal and interest
132 presently at the rate of % per annum, and also including escrow for the following as indicated: ❑ Real Estate Taxes
133 ❑ Property Insurance Premium and ❑ .
134 Buyer agrees to pay a loan transfer fee not to exceed $ . At the time of assumption, the new interest rate will
135 not exceed % per annum and the new payment will not exceed $ per principal and
136 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance,
137 which causes the amount of cash required from Buyer at Closing to be increased by more than $ , then Buyer has
138 the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on the reduced amount of the actual principal balance.
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139 Seller ❑ Will ❑ Will Not be released from liability on said loan, If applicable, compliance with the requirements for
140 release from liability will be evidenced by delivery ❑ on or before Loan Transfer Approval Deadline (§ 3) ❑ at Closing of
141 an appropriate letter of commitment from lender. Any cost payable for release of liability will be paid by
142 in an amount not to exceed $ .
143 4.7. Seller or Private Financing.
144 WARNING: Unless the transaction is exempt, federal and statelaws impose licensing, other requirements and restrictions on
145 sellers and private financiers. Contract provisions on financing and financing documents, unless exempt, should be be prepared by a
146 licensed Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics
147 of financing, including whether or not a party is exempt from the law.
148 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing (§ 4.I),
149 x Buyer ❑ Seller will deliver the proposed Seller financing documents to the other party on or before 7 days before
150 Seller or Private Financing Deadline (§ 3).
151 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing (§ 4.1), this Contract is conditional
152 upon Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions,
153 cost and compliance with the law. Seller has the Right to Terminate under § 25.1, on or before Seller or Private Financing
154 Deadline (§3), if such Seller financing is not satisfactory to the Seller, in Seller's sole subjective discretion.
155 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private
156 ifnancing (§ 4.1), this Contract is conditional upon Buyer determining whether such financing is satisfactory to the Buyer,
157 including its availability, payments, interest rate, terms, conditions and cost. Buyer has the Right to Terminate under § 25.1, on or
158 before Seller or Private Financing Deadline (§ 3), if such Seller or private financing is not satisfactory to Buyer, in Buyer's sole
159 subjective discretion.
160
161 TRANSACTION PROVISIONS
162 5. FINANCING CONDITIONS AND OBLIGATIONS.
163 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New
164 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable
164 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable
165 by such lender, on or before Loan Application Deadline (§ 3) and exercise reasonable efforts to obtain such loan or approval.
166 5.2. Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional
167 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its
168 availability, payments , interest rate, terms, conditions, and cost of such New Loan. This condition is for the sole benefit of Buyer.
169 Buyer has the Right to Terminate under § 25.1, on or before Loan Objection Deadline (§ 3), if the New Loan is not satisfactory to
170 Buyer, in Buyer's sole subjective discretion. IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE
171 BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE, except
172 as otherwise provided in this Contract (e.g., Appraisal, Title, Survey).
173 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole
174 benefit of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be at Seller's sole
175 subjective discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information Deadline (§ 3), at Buyer's
176 expense, information and documents (including a current credit report) concerning Buyer's financial, employment and credit
177 condition; (2) Buyer consents that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information
178 and documents received by Seller must be held by Seller in confidence, and not released to others except to protect Seller's interest
179 in this transaction. If the Cash at Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under
180 § 25.1, on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective
181 discretion, Seller has the Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline
182 (§ 3).
183 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan
184 documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline (§ 3). For the
185 sole benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents.
1 86 Buyer has the Right to Terminate under § 25.1, on or before Existing Loan Documents Objection Deadline (§ 3), based on any
187 unsatisfactory provision of such loan documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the
188 Property is required, this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan,
189 except as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline (§ 3), this Contract will
190 terminate on such deadline. Seller has the Right to Terminate under § 25.1, on or before Closing, in Seller's sole subjective
191 discretion, if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth
192 in § 4.6.
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| Buyer initials | Seller initials |
193 6. APPRAISAL PROVISIONS.
194 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs (Requirements) to be made to
195 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, Seller has the Right to
196 Terminate under § 25.1, (notwithstanding § 10 of this Contract), on or before three days following Seller's receipt of the
197 Requirements, based on any unsatisfactory Requirements, in Seller's sole subjective discretion. Seller's Right to Terminate in this
198 § 6.1 does not apply if, on or before any termination by Seller pursuant to this § 6.1: (1) the parties enter into a written agreement
199 regarding the Requirements; or (2) the Requirements have been completed; or (3) the satisfaction of the Requirements is waived in
200 writing by Buyer.
201 6.2. Appraisal Condition. The applicable Appraisal provision set forth below applies to the respective loan type set
202 forth in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies.
203 6.2.1. Conventional/Other. Buyer has the sole option and election to terminate this Contract if the Property's
204 valuation, determined by an appraiser engaged on behalf of is less than the Purchase Price.
205 The appraisal must be received by Buyer or Buyer's lender on or before Appraisal Deadline (§ 3). Buyer has the Right to
206 Terminate under § 25.1, on or before Appraisal Objection Deadline (§ 3), if the Property's valuation is less than the Purchase
207 Price and Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the Property's valuation is
208 less than the Purchase Price. This § 6.2.1 is for the sole benefit of Buyer.
209 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract must be timely paid by
210 ❑ Buyer ❑ Seller. The cost of the appraisal may include any or all fees paid to the appraiser, appraisal management company,
211 lender's agent or all three.
212 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common Interest
213 Community and subject to such declaration.
214 7.1. Owners' Association Documents. Owners' Association Documents (Association Documents) consist of the
215 following;
216 7.1.1. All Owners' Association declarations, articles of incorporation, bylaws, articles of organization, operating
217 agreements, rules and regulations, party wall agreements;
218 7.1.2. Minutes of most recent annual owners' meeting;
219 7.1.3. Minutes of any directors' or managers' meetings during the six-month period immediately preceding the
220 date of this Contract. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.1.1, 7.1.2 and 7.1.3,
221 collectively, Governing Documents); and
222 7.14 The most recent financial documents which consist of. (1) annual and most recent balance sheet, (2) annual
223 and most recent income and expenditures statement, (3) annual budget, (4) reserve study, and (5) notice of unpaid assessments, if
224 any (collectively, Financial Documents).
225 7.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON
226 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE OWNER
227 OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE
228 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE
229 ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL
230 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY
231 ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE
232 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE
233 DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE
234 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE
235 ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION.
236 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE
237 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY
238 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF
239 THE ASSOCIATION. 7.3. Association Documents to Buyer.
240 7.3. Association Documents to Buyer.
241 ❑ 7.3.1. Seller to Provide Association Documents. Seller will cause the Association Documents to be provided to
242 Buyer, at Seller's expense, on or before Association Documents Deadline (§ 3).
243 ❑ 7.3.2. Seller Authorizes Association. Seller authorizes the Association to provide the Association Documents to
244 Buyer, at Seller's expense.
245 7.3.3. Seller's Obligation. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's
246 receipt of the Association Documents, regardless of who provides such documents.
247 Note: If neither box in this § 7.3 is checked, the provisions of § 7.3.1 apply.
248 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to
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249 Terminate under § 25.1, on or before Association Documents Objection Deadline (§ 3), based on any unsatisfactory provision in
250 any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after
251 Association Documents Deadline (§ 3), Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by Buyer's Notice to
252 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive
253 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing
254 Date (§ 3), Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice
255 to Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory, and Buyer waives any
256 Right to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval).
257
258 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE.
259 8.1. Evidence of Record Title.
260 x 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance
261 company to furnish the owner's title insurance policy at Seller's expense, On or before Record Title Deadline (§ 3), Seller must
262 furnish to Buyer, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the
263 Purchase Price, or if this box is checked,
❑ an Abstract of Title certified to a current date. Seller will cause the title insurance
264 policy to be issued and delivered to Buyer as soon as practicable at or after Closing.
265 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance
266 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline (§ 3), Buyer must
267 furnish to Seller, a current commitment .for owner's title insurance policy (Title Commitment), in an amount equal to the
268 Purchase Price.
269 If neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies.
270 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment x Will ❑ Will Not commit to delete or
271 insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4)
272 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes,
273 assessments and unredeemed tax sales prior to the year of Closing (OEC). If the title insurance company agrees to provide an
274 endorsement for OEC, any additional premium expense to obtain an endorsement for OEC will be paid by ❑ Buyer ® Seller
275 ❑ One-Half by Buyer and One-Half by Seller ❑ Other
276 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions.
277 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations,
278 covenants, conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of
279 such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title
280 Documents).
281 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline (§ 3) copies of all
282 Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the
283 county where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense
284 of the party or parties obligated to pay for the owner's title insurance policy.
285 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any
286 portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline (§ 3).
287 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the
288 Title Documents as set forth in § 8.4 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline (§ 3).
289 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding
290 § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or
291 Title Documents are not received by Buyer, on or before the Record Title Deadline (§ 3), or if there is an endorsement to the Title
292 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be
293 delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object
294 to: (1) any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or
295 Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of
296 Title Objection, pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.4
297 (Right to Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents
298 required by § 8.1 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection
299 by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title
300 Commitment and Title Documents as satisfactory.
301 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline (§ 3), true copies of all
302 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including,
303 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without
304 limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Record
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305 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by
306 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of
307 Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2
308 and § 13), in Buyer's sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline
309 (§ 3). If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline (§ 3), Buyer has until the earlier of
310 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to
311 Terminate or Notice of Title Objection pursuant to this § 8.3 (Off-Record Title), any title objection by Buyer and this Contract are
312 governed by the provisions set forth in § 8.4 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to
313 Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such rights, if any,
314 of third parties of which Buyer has actual knowledge.
315 8.4. Right to Object to Title, Resolution. Buyer's right to object to any title matters includes, but is not limited to those
316 matters set forth in §§ 8.2 (Record Title), 8.3 (Off-Record Title) and 13 (Transfer of Title), in Buyer's sole subjective discretion. If
317 Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options:
318 8.4.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice
319 of Title Objection), on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement thereof on
320 or before Title Resolution Deadline (§ 3), this Contract will terminate on the expiration of Title Resolution Deadline (§ 3),
321 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive
322 objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline
323 (§ 3). If either the Record Title Deadline or the Off-Record Title Deadline, or both, are extended to the earlier of Closing or ten
324 days after receipt of the applicable documents by Buyer, pursuant to § 8.2 (Record Title) or § 8.3 (Off-Record Title), the Title
325 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the
326 applicable documents; or
327 8.4.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or
328 before the applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective discretion.
329 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION
330 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE
331 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
332 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
333 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH
334 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE
335 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
336 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING
337 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND
338 RECORDER, OR THE COUNTY ASSESSOR.
339 Buyer has the Right to Terminate under § 25.1, on or before Off-Record Title Objection Deadline (§ 3), based on any
340 unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion.
341 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
342 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the
343 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate.
344 If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and
345 effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval
346 of this Contract has not occurred on or before Right of First Refusal Deadline (§ 3), this Contract will then terminate.
347 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
348 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property,
349 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations,
350 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property, and
351 various laws and governmental regulations concerning land use, development and environmental matters. The surface estate may
352 be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include
353 transfer of the mineral rights or water rights. Third parties may hold interests in oil, gas, other minerals, geothermal
354 energy or water on or under the Property, which interests may give them rights to enter and use the Property. Such matters,
355 and others, may be excluded from or not covered by the owner's title insurance policy. Buyer is advised to timely consult legal
356 counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record Title Objection
357 Deadline (§ 3) and Off-Record Title Objection Deadline (§ 3)].
358 9. CURRENT SURVEY REVIEW.
359 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked, Buyer, the issuer of the Title Commitment
360 or the provider of the opinion of title if an Abstract of Title, and SELLING AGENT will receive an Improvement Location
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361 Certificate, Improvement Survey Plat or other form of survey set forth in § 9.1.2 (collectively, Current Survey), on or before
362 Current Survey Deadline (§ 3). The Current Survey will be certified by the surveyor to all those who are to receive the Current
363 Survey.
364 ❑ 9.1.1. Improvement Location Certificate. If the box in this § 9..1.1 is checked, x Seller ❑ Buyer will order or
365 provide, and pay, on or before Closing, the cost of an Improvement Location Certificate.
366 ❑ 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement Location
367 Certificate, will be an ❑ Improvement Survey Plat, or ❑ . The parties agree that payment of the cost of
368 the Current Survey and obligation to order or provide the Current Survey are as follows:
369 SELLER
370
371
372 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey. If the Current Survey is
373 not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may, on or before Current
374 Survey Objection Deadline (§ 3), notwithstanding § 8.3 or § 13:
375 9.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or
376 9.2.2. Current Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is
377 shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct.
378 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller, on or before Current Survey
379 Objection Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Current Survey
380 Resolution Deadline (§ 3), this Contract will terminate on the Current Survey Resolution Deadline (§ 3), unless Seller receives
381 Buyer's written withdrawal of the Current Survey Objection before such termination, i.e., on or before expiration of Current
382 Survey Resolution Deadline (§ 3).
383
384 DISCLOSURE, INSPECTION AND DUE DILIGENCE
385 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE
386 OF WATER.
387 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to deliver to
388 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed
389 by Seller to Seller's actual knowledge, current as of the date of this Contract.
390 103: Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the
391 Property to Buyer in an "as is" condition, "where is" and "with all faults". Colorado law requires that Seller disclose to Buyer any
392 latent defects actually known by Seller. Disclosure of latent defects must be in writing. Buyer, acting in good faith, has the right to
393 have inspections (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense.
394 If (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the
395 electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service
396 to the Property (including utilities and communication services), systems and components of the Property (e.g. heating and
397 plumbing), (4) any proposed or existing transportation. project, road, street or highway, or (5) any other activity, odor or noise
398 (whether on or off the Property) and itsFffect, or expected effect?on the Property or its occupants is unsatisfactory, in Buyer's sole
399 subjective_discretian, Buyer may, on or befoi(e Inspection Objection Deadline ( 3'
400 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or
401 10.2.2, Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that
402 Buyer requires Seller to correct.
403 10.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection
404 Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution
405 Deadline (§ 3), this Contract will terminate on Inspection Resolution Deadline (§ 3), unless Seller receives Buyer's written
406 withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline
407 (§ 3).
408 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement
409 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at
410 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer
411 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify,
412 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such
413 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend agains
414 any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees, legal fees and
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415 expenses. The provisions of this section survive the termination of this Contract. This § 10.4 does not apply to items performed
416 pursuant to an Inspection Resolution.
417 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for
418 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance
419 Objection Deadline (§ 3), based on any unsatisfactory provision of the Property Insurance, in Buyer’s sole subjective discretion.
420 10.6. Due Diligence.
421 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following
422 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence
423 Documents Delivery Deadline (§ 3):
424 o10.6.1.1. All contracts relating to the operation, maintenance and management of the Property;
425 x 10.6.1.2. Property tax bills for the last 2 YEARS years;
426 o 10.6.1.3. As-built construction plans to the Property and the tenant improvements, including architectural,
427 electrical, mechanical, and structural systems, engineering reports, and permanent Certificates of Occupancy, to the extent now
428 available;
429 o 10.6.1.4. A list of all Inclusions to be conveyed to Buyer;
430 o 10.6.1.5. Operating statements for the past 2 YEARS years;
431 o 10.6.1.6. A rent roll accurate and correct to the date of this Contract;
432 o 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the
433 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases):
434
435
436
437 o 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been
438 completed and capital improvement work either scheduled or in process on the date of this Contract;
439 x 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made
440 for the past 2 YEARS years;
441 x 10.6.1.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered
442 earlier under § 8.3);
443 x 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports,
444 letters, test results, advisories, and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or
445 other toxic hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller’s
446 possession or known to Seller, Seller warrants that no such reports are in Seller’s possession or known to Seller;
447 o 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of
448 the Property with said Act;
449 x 10.6.1.13. All permits, licenses and other building or use authorizations issued by any governmental
450 authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations,
451 if any; and
452 o 10.6.1.14. Other documents and information:
453 ANY DEEMED APPLICABLE BY LISTING AGENT, SELLING
AGENT, BUYER, BUYER’S LAWYER, OR SELLER.
454
455
456 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due
457 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective
458 discretion, Buyer may, on or before Due Diligence Documents Objection Deadline (§ 3):
459 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or
460 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any
461 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.
462 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on or
463 before Due Diligence Documents Objection Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement
464 thereof on or before Due Diligence Documents Resolution Deadline (§ 3), this Contract will terminate on Due Diligence
465 Documents Resolution Deadline (§ 3) unless Seller receives Buyer's written withdrawal of the Due Diligence Documents
466 Objection before such termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline (§ 3).
467 10.6.4. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection
468 Deadline (§ 3), based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisfiction
469 over the Property, in Buyer's sole subjective discretion.
470 10.6.5. Due Diligence Environmental, ADA. Buyer has the right to obtain environmental inspections of the
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471 Property including Phase I and Phase II Environmental Site Assessments, as applicable. x Seller ❑ Buyer will order or provide
472 x Phase I Environmental Site Assessment, ❑ Phase II Environmental Site Assessment (compliant with ASTM E1527-05
473 standard practices for Environmental Site Assessments) and/or ❑ , at the expense of xSeller ❑
474 Buyer (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an evaluation whether the Property
475 complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations must be conducted at
476 such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the
477 Property, if any.
478 If Buyer's Phase I Environmental Site Assessment recommends a Phase 11 Environmental Site Assessment, the
479 Environmental Inspection Objection Deadline (§ 3) will be extended by 5 days (Extended Environmental Inspection
480 Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date (§ 3),
481 the Closing Date (§ 3) will be extended a like period of time. In such event, x Seller ❑ Buyer must pay the cost for such Phase
482 II Environmental Site Assessment.
483 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.5, Buyer has the
484 Right to Terminate under § 25.1, on or before Environmental Inspection Objection Deadline (§ 3), or if applicable the Extended
485 Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole
486 subjective discretion.
487 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Objection Deadline (§ 3), based on any
488 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion.
489 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property
490 owned by Buyer and commonly known as . Buyer has the Right to Terminate under § 25.1
491 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline (§ 3) if such property is not
492 sold and closed by such deadline. This § 10.7 is for the sole benefit of Buyer. If Seller does not receive Buyer's Notice to
493 Terminate on or before Conditional Sale Deadline (§ 3), Buyer waives any Right to Terminate under this provision.
494 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does ❑ Does Not
495 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable
496 water for the Property. Buyer ❑ Does ❑ Does Not acknowledge receipt of a copy of the current well permit. x There is No Well.
497 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND
498 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO
499 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES.
500 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned
501 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the
502 Lease or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seller
503 enter into any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably
504 withheld or delayed.
505 11. TENANT ESTOPPEL STATEMENTS.
506 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements.
507 Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), statements in a form and
508 substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of
509 the Lease stating:
510 111.1. The commencement date of the Lease and scheduled termination date of the Lease;
511 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or
512 amendments;
513 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to Seller;
514 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller;
515 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and
516 11.1.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising
517 the premises it describes.
518 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under § 25.1, on or before Tenant
519 Estoppel Statements Objection Deadline (§ 3), based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective
520 discretion, or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline (§ 3). Buyer
521 also has the unilateral right to waive any unsatisfactory Estoppel Statement.
522
523 CLOSING PROVISIONS
524 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.
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525 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to
526 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If
527 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing
528 Company, in a timely manner, all required loan documents and financial information concerning Buyer's new loan. Buyer and
529 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this
530 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing.
531 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑ Are Not executed with
532 this Contract.
533 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as
534 the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by
535 LISTING AGENT.
536 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary
537 between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).
538 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the
539 other terms and provisions hereof, Seller must execute and deliver a good and sufficient GENERAL WARRANTEE deed
540 to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as
541 provided herein, title will be conveyed free and clear of all liens, including any governmental liens for special improvements
542 installed as of the date of Buyer's signature hereon, whether assessed or not. Title will be conveyed subject to:
543 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents
544 accepted by Buyer in accordance with Record Title (§ 8.2),
545 13.2. Distribution utility easements (including cable TV),
546 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual
547 knowledge and which were accepted by Buyer in accordance with Off-Record Title (§ 8.3) and Current Survey Review (§ 9),
548 13.4. Inclusion of the Property within any special taxing district,
549 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon, whether
550 assessed prior to or after Closing, and
551 13.6. Other
552 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the
553 proceeds of this transaction or from any other source.
554 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES.
555 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required
556 to be paid at Closing, except as otherwise provided herein.
557 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller
558 x One-Half by Buyer and One-Half by Seller ❑ Other
559 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of
560 assessments (Status Letter) must be paid by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None.
561 Any record change fee assessed by the Association including, but not limited to, ownership record transfer fees regardless of name
562 or title of such fee (Association's Record Change Fee) must be paid by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-
563 Half by Seller ❑ None.
564 15.4. Local Transfer Tax.❑ The Local Transfer Tax of % of the Purchase Price must be paid at Closing by
565 ❑ Buyer x Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None.
566 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such
567 as community association fees, developer fees and foundation fees, must be paid at Closing by ❑ Buyer x Seller ❑ One-
568 Half by Buyer and One-Half by Seller ❑ None. The Private Transfer fee, whether one or more, is for the following
569 association(s): in the total amount of % of the Purchase
570 Price or $ .
571 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed
572 $ for:
573 ❑ Water Stock/Certificates ❑ Water District
574 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑
575 and must be paid at Closing by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None.
576 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by
577 ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None.
578 16. PRORATIONS. The following will be prorated to Closing Date (§ 3), except as otherwise provided:
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579 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the
580 year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing x Most Recent Mill Levy and
581 Most Recent Assessed Valuation, or ❑ Other
582 16.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will transfer or credit to
583 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of
584 such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must
585 assume Seller's obligations under such Leases.
586 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in
587 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred
588 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents.
589 Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital.
590 Any special assessment assessed prior to Closing Date (§ 3) by the Association will be the obligation of ❑ Buyer xSeller.
591 Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's
592 signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller. Seller represents that the Association
593 Assessments are currently payable at approximately $ per and that there are no unpaid regular
594 or special assessments against the Property except the current regular assessments and
595 Such assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the
596 Association to deliver to Buyer before Closing Date (§ 3) a current Status Letter.
597 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan, and
598 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final.
599 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date (§ 3) at Possession Time (§ 3),
600 subject to the Leases as set forth in § 10.6.1.7.
601
602 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable
603 to Buyer for payment of $ 100. 00 per day (or any part of a day notwithstanding § 18.1) from Possession Date (§ 3) and
604 Possession lime (§ 3) until possession is delivered,
605
606 GENERAL PROVISIONS
607 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE.
608 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain
609 Time (Standard or Daylight Savings as applicable).
610 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified,
611 the first day is excluded and the last day is included (e.g., three days after MEC). If any deadline falls on a Saturday, Sunday or
612 federal or Colorado state holiday (Holiday), such deadline x Will ❑ Will Not be extended to the next day that is not a
613 Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended.
614 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND
615 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the
616 condition existing as of the date of this Contract, ordinary wear and tear excepted.
617 19.1. Causes of Loss, Insurance. In the event the Property or inclusions are damaged by fire, other perils or causes of
618 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), Seller is obligated
619 to repair the same before Closing Date (§ 3). Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), if
620 the Property Damage is not repaired before Closing Date (§ 3) or if the damage exceeds such sum. Should Buyer elect to carry out
621 this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received
622 by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount of any
623 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not
624 received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option of
625 Buyer, Seller must assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such insurance
626 policy, but not to exceed the total Purchase Price.
627 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication
628 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged
629 between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement
630 of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the
631 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance
632 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or
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633 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before
634 Closing Date (§ 3), or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such
635 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim
636 against the Association, if any, will survive Closing. Seller and Buyer are aware of the existence of pre-owned home warranty
637 programs that may be purchased and may cover the repair or replacement of such Inclusions.
638 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may
639 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation
640 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on such condemnation action, in
641 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the
642 Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution
643 in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase
644 Price.
645 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the
646 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
647 19.5. Risk of Loss-Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne
648 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
649 the growing crops.
650 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge
651 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination
652 of title and consultation with legal and tax or other counsel before signing this Contract.
653 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as
654 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation
655 hereunder is not performed or waived as herein provided, the nondefaulting party has the following remedies:
656 21.1. If Buyer is in Default:
657 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money
658 (whether or not paid by Buyer) will be paid to Seller and retained by Seller; and Seller may recover such damages as may be
659 proper; or Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or
660 damages, or both.
661 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. All
662 Earnest Money (whether or not paid by Buyer) will be paid to Seller, and retained by Seller. Both parties will thereafter be released
663 from all obligations hereunder. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and not a
664 penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of
665 Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly
666 waives the remedies of specific performance and additional damages.
667 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received
668 hereunder will be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as
669 being in full force and effect and Buyer has the right to specific performance or damages, or both.
670 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration
671 or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court must award to the prevailing party
672 all reasonable costs and expenses, including attorney fees, legal fees and expenses.
673 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties must first
674 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person
675 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the
676 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will
677 share equally in the cost of such mediation. The mediation, unless otherwise agreed, will terminate in the event the entire dispute is
678 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's
679 last known address. This section will not alter any date in this Contract, unless otherwise agreed.
680 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest
681 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding
682 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole
683 subjective discretion, has several options: (l) wait for any proceeding between Buyer and Seller; (2) interplead all parties and
684 deposit Earnest Money into a court of competent jurisdiction, (Earnest Money Holder is entitled to recover court costs and
685 reasonable attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money
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686 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the
687 lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is
688 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit, and has
689 not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order
690 of the Court. The parties reaffirm the obligation of Mediation (§ 23). This Section will survive cancellation or termination of this
691 Contract.
692 25. TERMINATION.
693 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the
694 termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written
695 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or
696 before the specified deadline, the party with the Right to Terminate accepts the specified matter,, document or condition as
697 satisfactory and waives the Right to Terminate under such provision.
698 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be
699 returned and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24.
700 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute
701 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or
702 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is
703 valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this
704 Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.
705 27. NOTICE, DELIVERY, AND CHOICE OF LAW.
706 27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a signed
707 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any
708 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working
709 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23 and except as provided in
710 § 27.2). Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller is effective
711 when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative of Seller,
712 or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation described
713 in § 23 and except as provided in § 27.2).
714 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including a signed document or written
715 notice, may be delivered in electronic form only by the following indicated methods: x Facsimile xEmail
716 x Internet. If no box is checked, this § 27.2 is not applicable and § 27.1 governs notice and delivery. Documents with original
717 signatures will be provided upon request of any party.
718 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with
719 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property
720 located in Colorado.
721 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and
722 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or
723 before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document will become a contract
724 between Seller and Buyer. A copy of this Contract may be executed by each party, separately, and when each party has executed a
725 copy thereof, such copies taken together are deemed to be a full and complete contract between the parties.
726 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not
727 limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), Title
728 Insurance, Record Title and Off-Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection,
729 Indemnity, Insurability, Due Diligence and Source of Water (§ 10).
730
731 ADDITIONAL PROVISIONS AND ATTACHMENTS
732 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate
733 Commission.)
734 BUYER RESERVES THE RIGHT' TO TERMINATE CONTRACT (WITHOUT PENALTY) IF CONTRACT,
OR PROPERTY, NOT APPROVED BY BUYER'S ATTORNEY, TED WAITEUS. LEGAL TERMINATION
MUST BE MADE PRIOR TO INSPECTION OBJECTION DEADLINE.
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BUYER RESERVES THE RIGHT TO ASSIGN THIS CONTRACT TO A DIFFERENT LEGAL ENTITY
IF REQUIRED BY BUYER'S ATTORNEY, TED WAITKUS. CONTRACT ASSIGNMENT, IF REQUIRED, MUST BE MADE PRIOR TO LOAN OBJECTION DEADLINE.
BUYER RESERVES THE RIGHT TO TERMINATE IF SELLER FINANCING TERMS ARE NOT AS EXPLAINED ON 3/14/14 TO SELLING AGENT.
THE NOTE WILL NEED TO BE AGREED TO BY BOTH PARTIES, BUT THE TERMS ARE SUMMARIZED AS;
1) 75% OWNER CARRY
2) BUYER DOWN PAYMENT OF 25%
3) 6 % INTEREST RATE AMORTIZED OVER 15 YEARS
4) POTENTIAL 5 YEAR BALOON PAYMENT IF AGREED TO BY BOTH PARTIES
5) NO PRE--PAYMENT PENALTY
SELLER, OR LISTING BROKERAGE FIRM, TO PAY 3% COOP COMMISSION TO SELLING AGENT. SAID COMWISSION TO BE MADE PAYABLE TO ROM TREASURE FINDERS INC.
JDONE IS A MULTIPLE MEMBER LLC. SELLING AGENT IS RELATED TO ONE OF THE MANAGINGMEMBERS.
735
736
737 31. ATTACHMENTS.
738 31.1. The following attachments are a part of this Contract:
739ARTICLES OF INCORPORATION FOR JDONE LLC.
LETTER FROM WELLS FARGO AS PROOF OF FUNDS IN JDONE LLC.
EARNEST MONEY CHECK.
740
741
742 31.2. The following disclosure forms are attached but are not a part of this Contract:
743
744
745
746 SIGNATURES
747
Buyer's Name: JDONE LLC
/s/ JAMES WIEGAND 3/15/2014
Buyer's Signature JAMES WIEGAND Date
| Address: | |
| Phone No.: | |
| Fax No.: | |
| Electronic Address: | |
748 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 32]
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Seller's Name: Os Rosemary LLC
/s/ Os Rosemary LLC 3-15-2014
Seller's Signature Date
| Address: | |
| Phone No.: | |
| Fax No.: | |
| Electronic Address: | |
Seller's Signature Date
Address:
Phone No.: Fax No.:
Electronic Address:
749
750 32. COUNTER; REJECTION. This offer is ❑ Countered ❑ Rejected.
751 Initials only of party (Buyer or Seller) who countered or rejected offer
752 END OF CONTRACT TO BUY AND SELL REAL ESTATE
33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer)
Broker ® Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money
Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination, Earnest Money Holder 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.
Broker is working with Buyer as a ❑X Buyer's Agent ❑ Seller's Agent ❑ Transaction-Broker in this transaction. ❑ This is a Change of Status.
Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑ Buyer x Other LISTING
BROKERAGE FIRM OR SELLER TO PAY 3% COOP TO BUYERS AGENT AT CLOSING.
Brokerage Firm's Name: Home Treasure Finders Inc
Broker's Name: Corey Wiegand
/s/ Corey Wiegand
Broker's Signature:
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Address: 3412 W 62nd Ave
Denver, CO 80221
Phone No.: ###-###-####
Fax No.:
Electronic Address: HomeTreasureFinder@gmai1.corn
34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller)
Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination, Earnest Money Holder 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.
Broker is working with Seller as a ❑ Seller's Agent ❑ Buyer's Agent ❑ Transaction-Broker in this transaction. ❑ This is a Change of Status.
Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other
Brokerage Firm's Name:
Broker's Name: TIM GILCHRIST
Broker's Signature: Date
Address:
Phone No.:
Fax No.:
Electronic Address:
753
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| The printed portions of this form, except italicised or differentiated additions, have been approved by the Colorado Real Estate Commission (CP40-5-09) (Mandatory 7-09) |
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.
| COUNTERPROPOSAL80 | |
| Date: March 19, 2014 | |
This Counterproposal shall supersede and replace any previous counterproposal. This Counterproposal amends the proposed contract dated March 15, 2014 between OS ROSEMARY, LLC ("Seller") and JDONE, LLC ("Buyer'"), relating to the sale and purchase of the following legally described real estate in the County of Adams, Colorado:
That part of the Southwest '/+ of Section 28, Township 2 South, Range 67 West of the 6th P.M., formerly known as Block 69, Irondale, County of Adams, State of Colorado, being more particularly described as follows:
Commencing at the West 1/4 corner of said Section 28; thence North 89°25'24" East along the North line of said SW % , a distance of 1005.05 feet to the True-Foist of Beginning, said point being on the East right of way line of Rosemary Street; thence continuing along the North line of said SW 1/4, North 89°25'24" East, a distance of 315.52 feet; thence South 16'57" West a distance of 663.45 feet; thence South 89°32'23" West a distance of 317.99 feet to a point on the East right of way line of Rosemary Street; thence North 29'47" East, a distance of 662.85 feet to the True Point of Beginning, except the North 30 feet and the South 30 feet of said parcel for Road purposes, all In the County of Adams, State of Colorado, and commonly known as 8350 Rosemary Street, Commerce City, CO 80037.
The undersigned accepts the proposed contract, including the revised legal description of the Property set forth above, subject to the following amendments and revisions:
1. Section 3 is hereby amended as follows:
3. DATES AND DEADLINES
| Item No. | Reference | Event | Date or Deadline |
| 1 | § 4.3 | Alternative Earnest Money Deadline | MEC + 2 |
| Title | |||
| 2 | § 8.1 | Record Title Deadline | MEC + 7 |
| 3 | § 8.2 | Record Title Objection Deadline | MEC + 10 |
| 4 | § 8.3 | Off-Record Title Deadline | MEC + 7 |
| 5 | § 8.3 | Off-Record Title Objection Deadline | MEC + 10 |
| 6 | § 8.4 | Title Resolution Deadline | MEC + 10 |
| 7 | § 8.6 | Right of First Refusal Deadline | N/A |
| Owners' Association | |||
| 8 | § 7.3 | Association Documents Deadline | N/A |
| 9 | § 7.4 | Association Documents Objection Deadline | N/A |
| Seller's Property Disclosure | |||
| 10 | §10.1 | Seller's Property Disclosure Deadline | MEC + 7 |
| Loan and Credit | |||
| 11 | § 5.1 | Loan Application Deadline | MEC + 7 |
| 12 | § 5.2 | Loan Objection Deadline | MEC + 10 |
| 13 | § 5.3 | Buyer's Credit Information Deadline | MEC + 7 |
| 14 | § 5.3 | Disapproval of Buyer's Credit Information Deadline | MEC + 10 |
| 15 | § 5.4 | Existing Loan Documents Deadline | N/A |
| 16 | § 5.4 | Existing Loan Documents Objection Deadline | N/A |
| 17 | § 5.4 | Loan Transfer Approval Deadline | N/A |
| 18 | § 4.7 | Seller or Private Financing Deadline | MEC + 10 |
| No. MM-09. COUNTERPROPOSAL | Page 1 of 4 |
Counterproposal
8350 Rosemay Street, Commerce City, CO 80022
| Appraisal | |||
| 19 | § 6.2 | Appraisal Deadline | N/A |
| 20 | § 6.2 | Appraisal Objection Deadline | N/A |
| Survey | |||
| 21 | § 9.1 | Current Survey Deadline | MEC + 14 |
| 22 | § 9.2 | Current Survey Objection Deadline | MEC +16 |
| 23 | § 9.3 | Current Survey Resolution Deadline | |
| Inspection and Due Diligence | |||
| 24 | § 10.2 | Inspection Objection Deadline | MEC +30 |
| 25 | § 10.3 | Inspection Resolution Deadline | MEC +32 |
| 26 | § 10.5 | Property Insurance Objection Deadline | N/A |
| 27 | § 10.6 | Due Diligence Documents Delivery Deadline | MEC +10 |
| 28 | § 10.6 | Due Diligence Documents Objection Deadline | MEC +15 |
| 29 | § 10.6 | Due Diligence Documents Resolution Deadline | MEC +20 |
| 30 | § 10.6 | Environmental Inspection Objection Deadline | MEC +30 |
| 31 | § 10.6 | ADA Evaluation Objection Deadline | N/A |
| 32 | § 10.7 | Conditional Sale Deadline | N/A |
| 33 | § 11.1 | Tenant Estoppel Statements Deadline | N/A |
| 34 | § 11.2 | Tenant Estoppel Statements Objection Deadline | N/A |
| Closing and Possession | |||
| 35 | § 12.3 | Closing Date | AprIL 30, 2014 |
| 36 | § 17 | Possession Date | AprIL 30, 2014 |
| 37 | §17 | Possession Time | 5:00PM |
| 38 | § 28 | Acceptance Deadline Date | MarCH 21, 2014 |
| 39 | § 28 | Acceptance Deadline Time | 4:00:00 PM (MDT) |
2. Section 4 is hereby amended as follows:
4. PURCHASE PRICE AND TERMS
| Item No. | Reference | Item | Amount | Amount |
| 1 | § 4.1 | Purchase Price | $ 420,000.00 | |
| 2 | § 4.3 | Earnest Money | $ 10,000.00 | |
| 3 | § 4.5 | New Loan | N/A | |
| 4 | § 4.6 | Assumption Balance | N/A | |
| 5 | § 4.7 | Private Financing | N/A | |
| 6 | § 4.7 | Seller Financing | $ 315,000.00 | |
| 7 8 | ||||
| 9 | § 4.4 | Cash at Closing | $ 95,000.00 | |
| 10 | TOTAL | $ | | $ 420,000.00 |
| No. MM-09. COUNTERPROPOSAL | Page 2 of 4 |
Counterproposal
8350 Rosemay Streei Commerce City, CO 80022
3. Due Diligence Period. The Contract is hereby amended to provide a new Section10.10 to read as follows:
DUE DILIGENCE PERIOD. If Buyer shall learn any negative information regerding: the Property which shall in Buyer's reasonable judgment materially impact the value or usefulness of the Property; then in such event Buyer shall have the right to terminate this Contract under § 25.1, provided that written notice of such termination shall have been given to Seller not later than 30 days from MEC.
4. Section 2.5.2 is hereby amended to provide that there is no personal 'property being conveyed under
this Contract.
5. Section 2.7 is hereby amended to provide that there are no water rightsto be conveyed in hereunder.
6. Section 4.8 is hereby amended to provide that Buyer shall provide a mortgagee's policy of title
insurance at Buyer's expense. The Seller financing shall be on the standard terms and conditions of financing extended by Omni Financial Services, Inc. for real estate loans with the following terms:
a. Loan Amount is lesser of $315,000.00 or 75% of the Purchase Price
b. Payments due on 1 e of each month
c. Interest Rate: 6.00% per annum
d. Loan Amortization: Based on 15 years
e. Loan Term: Five (5) year balloon
f. No Prepayment Penalty on 30 days prior written notice of prepayment
g. Loan Term shall commence on the Closing Date.
7. Section 9. 1.3 is amended to provide that Buyer shall pay for OEC if requested by Buyer.
8. Section 9.1.1 and 9.1.2 are amended to provide that Buyer shall order and pay the cost of any new
Survey desired by Buyer.
9. Section 10.6 is hereby amended to provide that notwithstanding any provision of section 10 to the
contrary, Seller shall only provide to Buyer such Due Diligence Documents as may actually be in Seller's possession. By
checking the boxes in Section 10.6.1, Seller agrees to search Seller's files for such locum ts. Seller does not warrant or
represent that any such documents exist in Seller's possession.
10. Paragraphs 10.6.1.11 and 10.63.13 are hereby deemed to be not checked, as Seller does not have any
of the documentation requested in such paragraphs.
11. Section 10.6.5 is amended to provide that the cost of any phase I or Phase I Environmental Site
Assessments shall be paid solely by Buyer. Accordingly, at line 481 the Buyer box shall IFe deemed check, not the Seller
box.
12. Section 10.6.1.14 is amended to provide that the typed language regarding additional documents is
hereby deleted.
13. Section 13 is hereby amended to provide that the type of deed to be delivered by Seller at at Closing
shall be a'Special Warranty Deed'.'
14. Section 30 is hereby amended to provide that the typed language is here I by deleted.
15. The address of Seller for notice purposes is:
OS Rosemary, LLC
| No. MM-09. COUNTERPROPOSAL | Page 3 of 4 |
Counterproposal
8350 Rosemay Stree4 Commerce City, CO 80022
c/o Bulow & Associates, LLC
7400 East Crestline Circle, Suite 250 Greenwood Village, Colorado 80111 Attention: Ephraim A. Bulow
Fax: ###-###-####
Email: ebulow(bulowlaw com
16. The address of Buyer for notice purposes is:
Edward S. (Ted) Waitkus 1790 30th Street, Suite 316 Boulder, CO 80301
Email: info(a)twaitkuslaw.coin
17. This Contract may be assigned by Buyer to any entity which is owned and controlled by the
principals of the named Buyer only.
SELLER:
OS ROSEMARY, LLC
By. Omni Financial Services, Inc., its Manager
By. /s/ OS Rosemary
Its: Assistant Secretary
Date of Seller's signature: March 19, 2014
BUYER:
JDONE, LLC
By. /s/ James Wiegand
Its: Managing Member
Date of Buyer's signature: March 20, 2014
N.B. When this counterproposal form is used, the proposed contract is not to be signed by the party initiating this counterproposal. This counterproposal must be securely attached to the proposed contract.
| No. MM-09. COUNTERPROPOSAL | Page 4 of 4 |
