ex10_2.htm


Exhibit 10.2


 


 


 








 



Home Treasure Finders Inc


3412 W 62nd Ave


Denver, CO 80221


Phone: (720)273-2398 Fax: (720)890-8885







 



 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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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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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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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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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.:        (720)273-2398


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:                 (303) 220-3312


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