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HomeMy WebLinkAboutC02-013 Contract to buy Golden Eagle Housing1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 F .f 0 r the printed portion .; of this form have been approved by la Colorado Real Estate Commission. (CBS 2 -9 -99)1 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE P kRTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL - ASSUMPTION) Date: January 8, 2002 1. AGREEMENT. Buyer.agrees to buy and the undersigned Seller agrees to sell the Property defined below on the terms and °onditions set forth in this contract. DEFINED TERMS. a. Buyer. Buyer, Ea le Count Colorado a body corporate and politic, andlorassigns , will take title to the eal property described below as Joint Tenants Tenants In Common Other b. Property. The Property is the following legally described real estate: LOT 1B, GOLDEN EAGLE ELDERLY HOUSING, a resubdivision of a resubdivision of Lot 1, Block 1, The Bull Pasture, according to the recorded plat thereof, recorded July 18, 1985, in Book 420 at page 259 as Reception No. 316528, as more particulary described on the attached Exhibit A and made a part hereof by reference thereto in the County of Eagle Colorado, commonly known as No. Golden Eagle Elderly Housing, 700 Broadway Eagle, Co 81631 Street Address City State Zip together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded. C. Dates and Deadlines. i Ki Rnfnrnnrn Fvant Date or Deadline 1 § 5a Loan Application Deadline 2115102 5 § 5d oan Documents Deadline 6101102 6 § 5d Objection to oan Deadline 6115102 7 § 5d Approval of Loan Transfer Deadline 6115102 8 § 6a Appraisal Deadline 2115102 Title Deadline Survey Deadline Document Request DeadliN Title Objection Deadline Off - Record Matters Deadlir r t`� a �.._. -Off- Record Matters Objecti t � �„ Seller's Property Disclosur C ai t✓t a Inspection Objection Dead ( . J�P ' Resolution Deadline Closing Date Possession Date . Possession Time _ Acceptance Deadline ❑ Acceptance Deadline T Resolution deadline Environmental report U.. —..._ Environmental report objection dead line 9 § 7a 10 § 7a 11 § 7b 12 § 8a 13 § 8b 14 § 8b 15 §10 16 § 10a 17 § 10b 18 § 11 19 § 16 20 § 16 21 § 28 22 § 28 Ex.B8A &B Ex.B8H Ex.B8H CBS 2 -9 99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 1 of 8 This form produced by: Farmulatnr °fo,Vwd- -' 800 -336 -1027 Buyer Initials Seller Initials 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 C I d. Attachments. The following exhibits, attachments and addenda are a part of this contract: Exhibit "A" - Legal Description - Exhibit "B" - Addendum e. Applicability of Terms. A check or similar Mark in a box means that such provision is applicable. The abbreviation "N /A" means not applicable. 3. INCLUSIONS AND EXCLUSIONS. a. The Purchase Price includes the following items (Inclusions): (1) Fixtures. If attached to the Property on the date of this contract, lighting, heating, plumbing, ventilating, and air conditioning fixtures, inside telephone wiring and connecting blocks /jacks, plants, mirrors, floor coverings, intercom systems, sprinkler systems and controls, and See Exhibit "B" (2) Other Inclusions. If on the Property whether attached or not on the date of this contract: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods, storage sheds, and all keys. Check box if included: X Smoke /Fire Detectors, X Security Systems; and See Exhibit "B" (3) Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: See Exhibit "B" b. Instruments of Transfer. The Inclusions are to be conveyed at Closing free and clear of all taxes, liens and encumbrances, except as provided in § 12. Conveyance shall be by bill ofsale orother applicable legal instrument(s). C. Exclusions. The following attached fixtures are excluded from this sale: NONE 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: Item No. Reference: Item Amount Amount 1 § 4 Purchase Price $ 1,600,000.00 2 § 4a Earnest Money $ 25,000.00 3 § 4b - Alew -beae- 306,000.00 4 § 4c Assumption Balance — Rural DeN elopment (USDA) Estimate 1,070,009.00 5 § 4d Seller or Private Financing 6 § 4e, Cash at Closing —(Estimate) 198,991.00 7 TOTAL $ 1,600,000.00 $ 1,600,000.00 a. tarnesi money. i ne tamest money set Corm in mis oecuon, in me roan or a certmea cnecK , is part payment of the Purchase price and shall be payable to and held by Land Title Guarantee Co. , in its trust account, on behalf of both Seller and Buyer. * Such earnest money shall be delivered to Land Title Guarantee Company within 48 hours of acceptance of this contract by Seller. Such earnest money shall be held in an interest bearing account. Balance set for the in this Section, presently payable at $ per month including principal, interest r _% per annum, and also including escrow for the following as indicated: ❑ Real Estate Taxes, ❑ Pr surance Premium, and Buyer agrees to pay a loan transfer fee not to exceed $ At the time of assumption, the new interest rate shall not exceed % per annum and the ne payment shall not exceed $ principal and interest, plus escrow, if any. If the actual princi ce of the existing loan at Closing is less than the Assumption Balance, which causes the amount of cash re uyer at Closing to be increased by more than $ then ❑ Buyer May Terminate CBS 2 -9 -99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 2 of 8 Buyer Initials Seller Initials This form produced by: FarMUIaft7eforww..- 800- 336 -1027 1 cl, 75 - S eflerr- �i 76 release form liability shall be evidenced by delivery at Closing of appropriate letter of commitment from lender. Cost payab r 77 release of liability shall be paid by in an amount not to exceed $ 78 d. Seller or Private Financing. (Omitted as inapplicable) 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 e. Cash at Closing. All amounts paid by Buyer at Closing including Cash at Closing, plus Buyer's closing costs, shall be in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 5. FINANCING CONDITIONS AND OBLIGATIONS. SEE EXHIBIT "B" is not to be released at Closing, Buyer, if required by such lender, shall make written application by Loan Application Deadline (§ 2c). Buyer shall cooperate with Seller and lender to obtain loan approval, diligently and timely pursue same in good faith, execu all documents and furnish all information and documents required by lender, and, subject to § 4, timely pay the costs of obtaining ch loan or lender consent. Buyer agrees to satisfy the reasonable requirements of lender, and shall not withdraw the loan ssumption application, nor intentionally cause any change in circumstances which would prejudice lender's approval of the n application or funding of the loan. b. Loan Commitment. (Omitted as inapplicable) C. Credit Information. If Buyer is to pay all or part of the urchase Price by executing a promissory note in favor of Seller or if an existing loan is not to be released at Closing, this contr is conditional upon Seller's approval of Buyer's financial ability and creditworthiness, which approval shall be at Seller's sole an solute discretion. In such case: (1 ) Buyer shall supply to Seller by Buyer's Credit Information Deadline (§ 2c), at Buyer's exp e, information and documents concerning Buyer's financial, employment and credit condition; (2) Buyer consents that Seller IM4 verify Buyer's financial ability and creditworthiness (including obtaining a current credit report; (3) any such information and ),6uments received by Seller shall be held by Seller in confidence, and not released to others except to protect Seller's interest in th' ransaction; (4) if Seller does not provide written notice of Seller's disapproval to Buyer by Disapproval of Buyer's Credit adline (§ 2c), then Seller waives this condition. If Seller does provide written notice of disapproval to Buyer on or before sai ate, this contract shall terminate. d. Existing Loan R iew. If an existing loan is not to be released at Closing, Seller shall provide copies of the loan documents (including note, ed of trust, and any modification) to Buyer by Existing Loan Documents Deadline (§ 2c). This contract is conditional upon Bu is review and approval of the provisions of such loan documents. If written notice of objection to such loan documents, signe Buyer, is not received by Seller by the Objection to Existing Loan Deadline (§ 2c), Buyer accepts the terms and conditions of a documents. If the lender's approval of transfer of the Property is required, this contract is conditional upon Buyer's obtainin ch approval without change in the terms of such loan, except as set forth in § 4c. If lender's approval is not obtained by App al of Loan Transfer Deadline (§ 2), this contract shall terminate on such date. If Seller is to be released from liability under CBS 2 -9 -99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 3 of 8 This form produced by: FOi/77UIBtOi�jorWindams° 800 -336 -1027 Buyer Initials Seller Initials F � -7 130 6. APPRAISAL PROVISIONS. 131 a. Appraisal Condition. This subsection a. X Shall ❑ Shall Not apply. 132 Buyer s;,all have the sole option and election to terminate this contract if the Purchase Price, exceeds the Property's valuation 133 determined by an appraiser engaged by Buyer . The contract shall terminate by Buyer giving Seller written notice 134 of termination and either a copy of such appraisal or written notice from lender which confirms the Property's valuation is less than the 135 Purchase Price, received on or before the Appraisal Deadline (§ 2c). If Seller does not receive such written notice of termination on or 136 before the Appraisal Deadline (§ 2c), Buyer waives any right to terminate under this subsection. 137 b. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this contract shall be timely paid 138 by 63[ Buyer ❑ Seller. 139 7. EVIDENCE OF TITLE. 140 a. Evidence of Title, Survey. On or before Title Deadline (§ 2c), Seller shall cause to be furnished to Buyer, 141 at Seller's expense, a current commitment for owner's title insurance policy in an amount equal to tie Purchase Price or if this box is 142 checked, ❑ An Abstract of title certified to a current date. If a title insurance commitment is furnished, it N Shall ❑ Shall Not 143 commit to delete or insure over the standard exceptions which relate to: 144 (1) parties in possession, 145 (2) unrecorded easements, 146 (3) survey matters, 147 (4) any unrecorded mechanics' liens, 148 (5) gap period (effective date of commitment to date deed its recorded), and 149 (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. 150 Any additional premium expense to obtain this additional coverage shall be paid by X Buyer ❑ Seller. An amount not to 151 exceed $ 2,500.00 for the cost of any improvement location certificate or survey shall be paid by g1 Buyer ') Seller. If 152 the cost exceeds this amount, Buyer shall pay the excess on or before Closing. The improvement location certificate or 153 survey shall be received by Buyer onorbefore Survey Deadline (§ 2c). Seller shall cause the title insurance policy to be delivered to 154 Buyer as soon as practicable at or after Closing. 155 b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer, (1) a copy 156 of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a title insurance commitment is 157 required to be furnished, and if this box is checked XCopies of any Other Documents (or, if illegible, summaries of such documents) 158 listed in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to furnish these 159 documents pursuant to this subsection if requested by Buyer any time on or before the Document Request Deadline (§ 2c). This 160 requirement shall pertain only to documents as shown of record in the office of the clerk and recorder(s). The abstract or title insurance 161 commitment, together with any copies or summaries of such documents furnished pursuant to this Section, constitute the title 162 documents (Title Documents). 163 8. TITLE. 164 a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of 165 unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of 166 Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any 167 TitleDocument(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document 168 adding new Exception(s) to title. If Seller does not receive Buyer's notice by the date(s) specified above, Buyer accepts the condition of 169 title as disclosed by the Title Documents as satisfactory. 170 . b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off - Record Matters 171 Deadline (§ 2c) true copies of all lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all 172 easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right 173 to inspect the Property to determine if any third party(ies) has any right in the Property not shown by the public records (such as an 174 unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by 175 Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller on or before Off- Record Matters 176 Objection Deadline (§ 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of 177 third parties of which Buyer has actual knowledge. 178 C. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT 179 IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN 180 SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH 181 DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH 182 AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION 183 INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR 184 AN INCREASE IN SUCH MILL LEVIES. CBS 2 -9 -99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 4 of 8 Buyer Initials Seller Initials This form produced by: Fz rl77Lu1aruef.,wh�d..- 800 -336 -1027 6 s 185 In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a result, if 186 written notice is received by Seller on or before Off- Record Matters Objection Deadline (§ 2c), this contract shall then terminate. 187 If Seller does not receive Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in such special taxing 188 district(s) and waives the right to so terminate. 189 d. Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s) or 190 commitment terms as provided in § 8 a or b above, Seller shall use reasonable effort to correct said items and bear any nominal expense 191 to correct the same prior to Closing. If such unsatisfactory title condition(s) are not corrected on or before Closing, this contract shall 192 then terminate; provided, however, Buyer may, by written notice received by Seller, on or before Closing, waive objection to such items. 193 e. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 194 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 195 including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and 196 other unrecorded agreements, and various laws and governmental regulations concerning land use, development and environmental 197 matters. THE SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND 198 TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL RIGHTS. 199 THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON 200 OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE PROPERTY. 201 Such matters may be excluded from the title insurance policy. Buyer is advised to timely consult legal counsel with respect to all such 202 matters as there are strict time limits provided in this contract (e.g., Title Objection Deadline [§ 2c] and Off - Record Matters 203 Objection Deadline [§ 2c]). 204 9. LEAD -BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwelling(s) for which 205 a building permit was issued prior to January 1, 1978, this contract shall be void unless a completed Lead -Based Paint Disclosure 206 (Sales) form is signed by Seller and the required real estate licensee(s), which must occur priorto the parties signing this contract. 207 10. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property Disclosure Deadline (§ 2c), Seller 208 agrees to provide Buyer with a written disclosure of adverse matters regarding the property completed by Seller to the best of Seller's 209 current actual knowledge. 210 a. Inspection Obiection Deadline. Buyer shall have the right to have inspection(s) of the physical condition of the 211 Property and Inclusions, at Buyer's expense. If the physical condition of the Property or Inclusions is unsatisfactory in Buyer's 212 subjective discretion, Buyer shall, on or before Inspection Objection Deadline (§ 2c): 213 (1) notify Seller in writing that this contract is terminated, or 214 (2) provide Seller with a written description of any unsatisfactory physical condition which Buyer requires Seller to 215 correct (Notice to Correct). 216 If written notice is not received by Seller on or before Inspection Objection Deadline (§ 2c), the physical condition of the 217 Property and Inclusions shall be deemed to be satisfactory to Buyer. 218 b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in writing 219 to a settlement thereof on or before Resolution Deadline (§ 2c), this contract shall terminate one calendar day following the 220 Resolution Deadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. 221 C. Damage, Liens; Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering reports or 222 for any other work performed at Buyer's request and shall pay for any damage which occurs to the Property and Inclusions as a result of 223 such activities. Buyer shall not permit claims or liens of any kind against the Property for inspections, surveys, engineering reports and 224 for any other work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller harmless from and 225 against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity 226 includes Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable 227 attorney fees. The provisions of this subsection shall survive the termination of this contract. 228 11. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing (Closing). Closing shall be on the date specified as 229 the Closing Date (§ 2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 230 mutual agreement of the parties 231 12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other 232 terms and provisions hereof, Seller shall execute and deliver a good and sufficient General Warranty deed to Buyer, at Closing, 233 conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall 234 be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Buyer's 235 signature hereon, whether assessed or not. Title shall be conveyed subject to: 236 a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 237 accepted by Buyer in accordance with § 8a [Title Review], 238 b. distribution utility easements, 239 C. those specifically described rights of third parties not shown by the public records of which Buyer has actual 240 knowledge and which were accepted by Buyer in accordance with § 8b [Matters Not Shown by the Public Records], and 241 d. inclusion of the Property within any special taxing district, and CBS 2 -9 -99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 5 of 8 Buyer Initials Seller Initials This form produced by: FOrmularnr "forwbidowo 800 -336 -1027 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 e. the benefits and burdens of any declaration and party wall agreements, if any, and f. other None 13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from th, proceeds of this transaction or from any other source. 14. CLOSING COSTS DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign an( complete all customary or reasonably required documents at or before Closing. Fees for real estate Closing services shall bf paid at Closing by X One -Half by Buyer and One -Half by Seller ❑ Buyer ❑ Seller ❑ Other uy Any sales anc use tax that may accrue because of this transaction shall be paid when due by ❑ Buyer X Seller. 15. PRORATIONS. The following shall be pro -ated to Closing Date (§ 2c), except as otherwise provided: a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on El The Taxes forthe Calendar Year Immediately Preceding ClosingXThe Most Recent Mill Levy and Most Recent Assessment ❑ Other b. Rents. Rents based on ❑ Rents Actually Received X Accrued. Security deposits held by Seller shall be credited to Buyer. Seller shall assign all leases to Buyer and Buyer shall assume such leases. Sub'ect to terms and conditions of Exhibit "B" C. Other Prorations. Water, sewer charges; and interest on continuing loan(s), if any; and d. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 16. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ 2c), subject to the following lease(s) or tenancy(s): All leases then in effect for the property and as agreed to pursuant to terms of Exhibit "B" If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable to Buyer for payment of $ 500.00 per day from the Possession Date (§ 2c) until possession is delivered. 17. NOT ASSIGNABLE: This contract shall not be assignable by Buyer without Seller's prior written consent. Except as so restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. 18. CONDITION OF AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this contract, the Property, Inclusions or both shall be delivered in the condition existing as of the date of this contract, ordinary wear and tear excepted. a. Casualty; Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty prior to Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before the Closing Date (§ 2c). In the event such damage is not repaired within said time or if the damages exceed such sum, this contract may be terminated at the option of Buyer by delivering to Seller written notice of termination. Should Buyer elect to carry out this contract despite such damage, Buyer shall be entitled to a credit, at Closing, for all the insurance proceeds resulting from such damage to the Property and Inclusions payable to Seller but not the owners' association, if any, plus the amount of any deductible provided for in such insurance policy, such credit not to exceed the total Purchase Price. b. Damage; Inclusions; Services. Should any Inclusion(s) or service(s) (including systems and components of the Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion(s) or service(s) with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion(s), service(s) or fixture(s) is not the responsibility of the owners' association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. C. Walk-Through; Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this contract. the Selling Company or the Listing Company has a t legal consequences and has 20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: a. If Buyer is in Default: ❑ (1) Specific Performance. Seller may elect to treat this contract as canceled, in which case all payments and things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may be proper, or Seller may elect to treat this contract as being in full force and effect and Seller shall have the right to specific performance or damages, or both. CBS 2 -9 -99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 6 of 8 This form produced by: FvrMU1at0Jr_PrWlndnws' 800- 336 -1027 Buyer Initials Seller Initials 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 X (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyer and retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies of specific performance and additional damages. b. If Seller is in Default: Buyer may elect to treat this contract as canceled, in which case all payments and things of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. C. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties LwAh-aninlip—artial person who helps to resolve the dispute informally and confidentially. Mediators cannot impos ecisions. The parties to the dispute must agree before any settlement is binding. The parties will joint acceptable mediator and will share equally in the cost of such .mediation. The mediation, unless oth ee , shall terminate in the event the entire dispute is not resolved 30 calendar days from the date w ' e requesting mediation is sent by one party to the other(s). This Section shall not alter any date in this 22. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event of any controversy regarding the Earnest Money and things of value held by broker or Closing Company (unless mutual written instructions are recieved by the holder of the Earnest Money and things of value), broker or Closing Company shall not be required to take any action but may await any proceeding, or at broker's or Closing Company's option and sole discretion, may interplead all parties and deposit any moneys or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney fees. 23. TERMINATION. In the event this contract is terminated, all payments and things of value received hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10c, 21 and 22. 24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) See Exhibits "A" and "B" attached hereto and incorporated herein by reference. 25. ENTIRE AGREEMENT; SUBSEQUENT MODIFICATION: SURVIVAL. This contract constitutes the entire contract between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this contract. No subsequent modification of any of the terms of this contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this contract which, by its terms, is intended to be performed after termination or Closing shall survive the same. 26. FACSIMILE. Signatures X May El May Not be evidenced by facsimile. Documents with original signatures shall be provided to the other party at Closing, or earlier upon request of any party. 27. NOTICE. Except for the notice requesting mediation described in § 21, any notice to Buyer shall be effective when received by Buyer or by Selling Company and any notice to Seller shall be effective when received by Seller or Listing Company. 28. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, and the offering party receives notice of acceptance pursuant to § 27 on or before Acceptance Deadline Date and Acceptance Deadline Time (§ 2c). If accepted, this docume hall become a contract betw��eppeen Seller and Buyer. A copy of this docume xecuted by each arty, separately, and w n ach party has EAGLEdCOUNTYereof such OpieCOLO together shall �j rye a full and lete ct between a arties. BY AND THROUGH ITS BOARD OF COUNTY BuyerC OMMI S S I ONERS Michae Date of Buyer's Signature: Date of Buyer's Signature: v Buyer's Address: c% Eagle County Attorney's Office `P O Box 850 Eagle CO 81631 Buyer's Telephone No: (970) 328 -8685 Buyer's Fax No: (970) 328 -8699 r, Chairman Pro CBS 2 -9 -99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 7 of 8 This form produced by: F17rMU 1arA7 f.,Wud..- 800- 336 -1027 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 n (7 (NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 29] EAGLE MANOR LIMITED PARTNERSHIP By: Seller Seller Date of Seller's Signature: Seller's Address: Seller's Telephone No: Date of Seller's Signature: Seller's Fax No: 29. COUNTER: REJECTION. This offer is ❑ Countered ❑ Rejected. Initials only of party (Buyer or Seller) who countered or rejected offer_ END OF CONTRACT Note: Closing Instructions should be signed on or before Title Deadline. and, while not a party to the contract, agrees to cooperate upon requZena diation conducted u r § 21. Selling Company Brokerage Relationship. The Selling Company and its liceengaged in this nsaction as ❑ Buyer Agent ❑ Seller Agent/Subagent ❑ Dual Agent ❑ Transaction - Broker. Listing Company Brokerage Relationship. The Listing Company and its licengag in this transaction as ❑ Seller Agent ❑ Dual Agent ❑ Transaction - Broker. BROKERS' COMPENSATION DISCLOSURE. Selling Company's compensation or commission is to be paid by: ❑ Buyer ❑ Seller ❑ ❑ Other (To be completed by Listing Company) Listing Company's compensation or commission is to be paid by: ❑ Buyer ❑ Her ❑ Other Selling Company: (Name of Company) By: ZZ Signature Date Selling Company's Address: Selling Company's Telephone No: Selling Company's Fax No: Listing Company: (Name of Company) By: Signature 2'ompany's Address: Company's Telephone No: Date Listing Company's Fax No: CBS 2 -9 -99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 8 of 8 This form produced by: Furmu/aWr -for �a 800 -336 -1027 24) ADDITIONAL PROVISIONS (continued) (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) Concerning property known as:See Exhibit "B" This form produced by: FUrMUIaWrP Ion fl'ind —u 800- 336 -1027 .Beginning at a point on ,:he Easterly line of said Lot 1,-said point also being on the Westerly Right- of--Way Line of Capitol Street, from which the most Southerly Corner of said Lot 1 bears S.35 °33'32 "W. 286.51 feet distant; thence departing said Westerly Right -of -Way line S.86046'00 "W. 40.15 feet; thence N.54 026'28 "W. 182.00 litrt;. thvnL:v N.23 °26'28 "W. 43.00 fF.( -t t(i a point on the Westerly line of said Lot 1; thence along said Westerly line the following two (2) courses: 1) 14.35 033'32 "E. 151.33 feet 2) N.00 °33'00 "W. 37.75 feet thence departing said Westerly line N.89 °27'00 "E. 89.50 feet; thence N.00 033'00 "W. 108.00 feet; thence S.89 027'00 "W. 89.50 feet to a point on the Westerly line of said Lot l; thence along said Westerly line N.00 033100 11W. 65.00 feet to the most Northwesterly Corner of said Lot 1, said point also being the Southwesterly Corner of Lot 62; thence along the! Northerly line of said Lot 1, being the same as the .Southerly line of Lots 62-and 63, N.89 °27'00 "E. 146.17 feet to the Southeasterly Corner'of Lot 63; thence along the Easterly Line of Lot 63, N.00 °33'00 "W. 105.00 feet to a point on the Southerly Right -of -Way Line of Seventh Street; thence along said Southerly line N.89 027'00 "E. 60.78 feet to the Northwesterly Corner of Lot 64; thence along the Westerly line of Lot 64 the following two (2) courses: 1 -) S.14 034'26 "W. 38.13 feet 2) S.00 033'00 "E. . 63.00 feet to the Southwesterly Corner of Lot 64; thence along the Southerly li'hes of Lot 64, 65, 66 and 67 the following four (4) courses: s 1.) S.86 027'52 "E. 70.18 feet Lot 13, Golden l Elch_-rly Housing 57.79 feet .Beginning at a point on ,:he Easterly line of said Lot 1,-said point also being on the Westerly Right- of--Way Line of Capitol Street, from which the most Southerly Corner of said Lot 1 bears S.35 °33'32 "W. 286.51 feet distant; thence departing said Westerly Right -of -Way line S.86046'00 "W. 40.15 feet; thence N.54 026'28 "W. 182.00 litrt;. thvnL:v N.23 °26'28 "W. 43.00 fF.( -t t(i a point on the Westerly line of said Lot 1; thence along said Westerly line the following two (2) courses: 1) 14.35 033'32 "E. 151.33 feet 2) N.00 °33'00 "W. 37.75 feet thence departing said Westerly line N.89 °27'00 "E. 89.50 feet; thence N.00 033'00 "W. 108.00 feet; thence S.89 027'00 "W. 89.50 feet to a point on the Westerly line of said Lot l; thence along said Westerly line N.00 033100 11W. 65.00 feet to the most Northwesterly Corner of said Lot 1, said point also being the Southwesterly Corner of Lot 62; thence along the! Northerly line of said Lot 1, being the same as the .Southerly line of Lots 62-and 63, N.89 °27'00 "E. 146.17 feet to the Southeasterly Corner'of Lot 63; thence along the Easterly Line of Lot 63, N.00 °33'00 "W. 105.00 feet to a point on the Southerly Right -of -Way Line of Seventh Street; thence along said Southerly line N.89 027'00 "E. 60.78 feet to the Northwesterly Corner of Lot 64; thence along the Westerly line of Lot 64 the following two (2) courses: 1 -) S.14 034'26 "W. 38.13 feet 2) S.00 033'00 "E. . 63.00 feet to the Southwesterly Corner of Lot 64; thence along the Southerly li'hes of Lot 64, 65, 66 and 67 the following four (4) courses: s 1.) S.86 027'52 "E. 70.18 feet 2) S.80' 027'52 "E. 57.79 feet 3) ; S.74 °27'52 "E. 55.15 feet 4) S.68 027.'52 "E. 54.91 feet to the Southeasterly Corner of Lot 67, said..point also being on the Westerly Right -of -Way Line of Capitol Street; thence along said Westerly line the following two (2) courses: 1) 38.46 feet along th.! me of a verve to the right with a radius of 446.37 leet, the ChuEd ul which bears S.33 °05'27 "W. 3E1.45 feet 2) S.35 033'32 "W. 495.04 feet to the point of beginning. Said Lot 1B contains 3.190 acres, more or less. EXHIBIT "A" f,ot 13, Golden ! Eldrly Housing Beginning at a point on the Easterly line of said Lot 1,-said point also being on the Westerly Right -of- -Way Line of Capitol Street, from which the most Southerly Corner of said Lot I bears S.35 033132 "W. 286.51 feet distant; thence departing said Westerly Right -of -Way line S.86046'00 "W. 40.15 feet; thence N.54 026'28 "W. 182.00 hart; thenct- N.23026'28N. 43.00 fE•c -t to a point on the Westerly line of said Lot 1; thence alonq said Westerly line the following two (2 ) courses: 1) 14.35 033'32 "E. 151.33 feet 2) N.00 033'00 "W. 37.75 feet thence departing said Westerly line N.89 027'00 "E. 89.50 feet; thence N.00 033'00 "W. 108.00 feet; thence S.89 °27'00 "W. 89.50 feet to a point on the Westerly line of said Lot 1; thence alonq said Westerly line N.00 033'00 "W. 65.00 feet to the most Northwesterly Corner of said Lot 1, said point also being the Southwesterly Corner of Lot 62; thence alonq the! Northerly line of said Lot 1, being the same as the-Souther-ly line of Lots 62-and 63, N.89 027'00 "E. 146.17 feet to the Southeasterly Corner of Lot 63; thence along the Easterly Line of Lot 63, N.00 °33'00 "W. 105.00 feet to a point on the Southerly Right -of -Way Line of Seventh Street; thence along said Southerly line N.89 027'00 "E. 60.78 feet to the Northwesterly Corner of Lot 64; thence along the Westerly line of Lot 64 the following two (2) courses: 1') S.14 034'26 "W. 38.13 feet 2) S.00 033'00 "E. . 63.00 feet to the Southwesterly Corner of Lot 64; thence along the Southerly lines of Lots 64, 65, 66 and 67 the following four (4) courses: _ 1.) S.86 027'52 "E. 70.18 feet 2) S.80°27'52 "E. 57.79 feet 3) : S.74 °27'52 "E. 55.15 feet 4) S.68 027'52 "E. 54.91 feet to the Southeasterly Corner of Lot 67, said point also being on the Westerly Right -of -Way Line of Capitol Street; thence along said Westerly line the following two (2) courses: 1) 38.46 feet along the arc of a , -carve to the right with a radius of 446.37 feet, the ch(Jtd cat which bears S.33 005'27 "W. 38.45 feet 2) S.35 033'32 "W. 495.04 feet to the point of beginning. Said Lot 1B contains 3.190 acres, more or less. EXHIBIT "A" C r EXHIBIT "B" ADDENDUM OF TERMS AND CONDITIONS r:0 THE CONTRACT TO BUY AND SELL REAL ESTATE DATED January 8, 2002 1. In addition to the items noted in paragraphs 2 and 3 of the contract, the sale price shall include all f=_imiture, equipment, machinery, signage, maintenance shed, all tools and items in the maintenance shed, gazebo and other items of tangible personal property, and all items of intangible personal property, affixed or attached to, or used in connection with the operation of the improvements, including but not limited to cleaning supplies, tools, office furniture and equipment, portable air conditioners, stationery, office supplies, janitorial supplies, any computer(s) and associated hardware, software and licensing agreements and electronic files, all tenant deposits and fees, whether refundable or non - refundable, the name "Golden Eagle Elderly Housing" or "Eagle Manor" all permits and licenses pertaining to the Property, and all warranties, guaranties or similar representations with respect to any of the foregoing. 2. The sale price shall also include all the Seller's interest in any tenant leases, rental agreements or occupancy agreements covering the Property and improvements, and all equipment leases, service contracts, and other contracts relating to the Property. 3. Buyer shall be credited with the balance of any tax, escrow and insurance accounts, the balance of any operating and maintenance accounts and reserve account at closing. Seller shall ensure that all payments to the reserve account have been made as of date of closing and the same shall be transferred to Buyer. The balance in the reserve account is presently $22,097.66 and additional deposits of $886.33 each month is required until closing. Seller shall not unnecessarily diminish the balance in any such account and shall provide account statements as may be requested by Buyer. The term Property as set forth in paragraphs 2 and 3 of the contract together with the items identified in paragraphs 1, 2 and 3 of this addendum shall be herein collectively referred to as the "Property". The Property shall be conveyed free of all liens and encumbrances including any security interests or UCC filings at the time of closing. 4. As part of the $1,600,000.00 purchase price, Buyer agrees to apply to the United States of America acting through Rural Housing Service of the United States Department of Agriculture ( "USDA ") to assume the existing loans due and owing from Seller to USDA, subject to any new rates or terms agreeable to both Buyer and USDA, such that Seller shall be released from liability on said loans. Buyer shall be responsible for the costs relating to seeking approval from USDA of the assumption of the loans. The first loan is in the approximate amount of $1,044,825.00 and the second loan is in the approximate amount of $25,184.00. All loan accounts to be assumed by Buyer must be current as of the date of Closing. At the time of assumption, with the application of interest credit installments, the effective interest rate shall not exceed one percent (1 %) per annum and the new monthly payment with the application of interest credit installments shall not exceed $2,600.00 principal and interest. Buyer agrees to assume and pay such existing loan amounts so long as in Buyer's sole discretion acceptable terms and conditions for such loans, can be reached with USDA. In addition, Buyer shall review and determine it its sole discretion whether additional terms and conditions which might be imposed by USDA, including but not limited to, the requirement of rehabilitation of the Property are acceptable. In the event any term is unacceptable, Buyer may terminate the contract and all earnest money held by Land Title Guarantee Co. shall be immediately returned to Buyer with interest. Buyer shall provide notice to Seller of any unacceptable terms by the Objection to Loan Deadline (see § 2c). 5. This contract is contingent upon Buyer receiving grants toward the purchase of the property from the State of Colorado, United States or other granting agency in the amount of $306,000.00. Buyer shall apply for such grants no later than February 15, 2002. Buyer shall review and determine in its sole discretion whether terms and conditions of grant are acceptable. If unacceptable, Buyer may terminate this contract and all earnest money shall be returned to Buyer with interest. Buyer shall advise Seller of any unsatisfactory terms by Objection to Loan Deadline (see Section 2c). In the event such grants are not granted in full by the Approval of Loan Transfer Deadline (see § 2c) this contract shall terminate on such date unless the parties agree otherwise. If terminated the earnest money shall be immediately returned to Buyer with interest. 6. Financing Conditions and Obligations. A. Applications. If Buyer is to pay all or part of the purchase price by assuming an existing loan or loans, or through grants, the Buyer shall make written application for such assumption and grants by the Loan Application Deadline (see § 2c). Seller shall cooperate with Buyer and USDA or any grantor to assist Buyer in obtaining approval, and shall diligently and timely pursue the same in good faith, execute all documents and furnish all information and documents required by them. Buyer agrees that it shall not intentionally cause any change in circumstances which would prejudice approval. B. Loan Review. This contract is contingent upon Buyer's review and approval of the provisions of the loan documents from USDA. Loan documents shall be provided to Buyer no later than the Loan Document Deadline (see § 2c). Buyer shall be responsible for obtaining the necessary assumption, release and or other loan documents from USDA no later than the Loan Document Deadline (see §2c). If written notice of objection to such loan documents, signed by Buyer, is not received by Seller by the Objection to Loan Deadline (see § 2c) Buyer accepts the terms and conditions of the documents. This contract is also contingent upon USDA approval of the sale to the Buyer, including approval of a management plan, approval of a management agreement and the assignment of any rental assistance or interest credits payable by USDA. If USDA approval is not received by the Approval of Loan Transfer Deadline (see §2c) this contract shall terminate on such date. C. Seller shall be released from liability on the USDA loans as more fully set forth in paragraph 9b hereof. 2 7. Closing. A. Buyer may extend the closing up to three (3) times, for one (1) month each time upon payment of the sum of $2,500.00 per extension, such amount(s) to be applied towards the purchase price at closing. Such additional sums shall be treated as earnest money and refunded to Buyer with interest if either Buyer or Seller elects to exercise a contingency in this Agreement which requires return of the earnest money. B. Seller shall also execute and deliver to Buyer at closing (i) a Bill of Sale, (ii) an Assignment of Intangibles, (iii) Assignment of Leases and Service Contracts, and (iv) any other documents reasonably requested by Buyer in form and substance reasonably satisfactory to Buyer, and such property shall be conveyed to Buyer free and clear of all liens and encumbrances. C. All refundable and non - refundable deposits, advance rental payments and rental fees collected at or before closing from tenants of the Property as of closing, including security and cleaning deposits, as well as consideration involving future lease credits, shall be credited to Buyer. D. The amount of any utilities, bond or assessment which is a lien shall be paid by Seller. E. Seller has represented that there are no laundry leases, cable television or similar service contracts under which Seller has made an advance payment. To the extent that such leases acceptable to Buyer exist, the same shall be transferred to Buyer. Further, the parties agree that to the extent there are any miscellaneous bills for service or other contracts, the same shall be prorated between Buyer and Seller to the date of closing. F. Seller shall pay the two percent withholding required by the State of Colorado for foreign or out of state Sellers, if necessary, and any other tax attributable to it (for example Capital Gains Tax) by virtue of the sale. G. Seller shall pay one -half of any escrow fees or similar charges, one -half of closing costs including one -half of the costs of obtaining any forms, including the cost of preparing the deed and other transfer documents required to be delivered to Buyer at closing. H. Buyer shall pay one -half of any escrow fees or similar charges, one -half of closing costs including one -half of the costs of obtaining any forms, including the cost of preparing the deed and other transfer documents required to be delivered to Buyer at closing. Buyer shall pay the cost of recording the deed and any other conveyance documents the buyer may choose to record. I. Buyer shall be credited/transferred with the balance of any tax, escrow and insurance accounts, the balance of any operating and maintenance accounts at closing. Seller shall ensure that all payments to the reserve account have been made as of date of closing and the same shall be transferred to Buyer. J. All tenant files and leases shall be up to date at the time of closing including all needed certifications. K. Seller shall transfer by appropriate means to Buyer at the time of closing any computer(s) and associated hardware, software, software licensing agreement, electronic records and documents. L. The parties agree that each shall be solely responsible for its own attorney fees associated with this transaction and closing. 8. Buyer Contingencies. In addition to the contingencies set forth in the body of the contract to buy and sell real estate dated January 8, 2002 and this Exhibit `B" the following are subject to review and approval by Buyer. Buyer shall have the right, in its sole discretion, to waive any such conditions concerning the Property. Buyer is authorized to contact and discuss with, and if desired, retain consultants, engineers, draftsman and architects at Buyer's expense. A. Seller agrees to provide Buyer with a complete and current rent roll, including a schedule of all tenant deposits and fees, date of last rent received and description of defaults by Off - Record Matters Deadline (see § 2c). Seller further agrees to supplement this information if closing is delayed for any reason. Buyer shaltadvise Seller of any unsatisfactory conditions in such items no later than the Off - Record Matters Objection Deadline (see § 2c) If such unsatisfactory conditions cannot be corrected by Seller to the satisfaction of Buyer by Resolution Deadline for Paragraphs 8 A & B (see §2c) , this contract shall terminate. B. Seller agrees to provide Buyer with an inventory of all personal property to be conveyed by Off Record Matters Deadline (see Section 2c). The Buyer shall advise the Seller of any unsatisfactory item of inventory no later than Off Record Matters Objection Deadline (See Section 2c). Buyer agrees to advise Seller of any unsatisfactory conditions no later than the Off Record Objection Deadline (see Section 2C). If such unsatisfactory conditions cannot be corrected by Seller to the satisfaction of Buyer by Resolution Deadline for Paragraphs 8A and B (see Section 2C), this contract shall terminate. C. Seller agrees to provide Buyer with copies of all service, management, and operating contracts and leases relating to the Property and improvements by the Off Record Matters Deadline (see §2c),Buyer shall advise Seller in writing which contracts and leases it is willing to assume by the Off Record Matters Objection Deadline (see §2c) Buyer's failure to respond in writing shall constitute acceptance by Buyer of the assignment of all existing service, management and operating contracts and leases. Seller shall, by closing, terminate those contracts and leases that Buyer will not assume. Seller shall provide proof of satisfactory termination to Buyer. At closing, Seller shall assign its rights and obligations under the n remaining contracts and leases. D. Seller agrees to provide Buyer with copies of all utilities invoices for the preceding calendar year. E. To the extent not set forth above, Seller shall provide the following items to Buyer by the Off Record Matters Deadline (see §2c): i. Current tenant rental agreement, and all amendments thereto at cost of seller; ii. Operating records, including insurance and tax bills for the current year to date and for the preceding calendar year; iii. Maintenance, construction, advertising, management, leasing, employment, service and all other contracts affecting the property; iv. Audited financial reports for the last three years; v. Any records or information needed by the buyer to assemble financing for the purchase of the Property; vi. Computer(s) and associated hardware /software and any licensing agreements along with electronic records stored in the computer or elsewhere; vii. Copies of federal regulations, procedures and instructions related to the Property; viii. Information relating to any vehicles associated with the Property; ix. Existing maintenance schedule being followed for the Property; x. List of maintenance needs which have been deferred; xi. List of anticipated upcoming maintenance needs; xii. To the extent available all soil and hydrology reports, environmental or toxic materials reports, engineering, traffic studies, environmental impact studies, civil, architectural, structural, electrical mechanical - plumbing, fire sprinkler and landscape working drawings, specifications, architectural renderings or models or any other plans developed or prepared for the property in Seller's possession or control located by Seller in a reasonable search of places where such materials are believed to be located. Seller shall also provide the names of any engineers, architects, draftsman and/or consultants known to Seller who have information. F. By the Off Record Matters Objection Deadline (see §2c) Buyer shall have reviewed the preceding due diligence items (A through E hereof) to analyze the feasibility of the property for the Buyer's intended purposes. If not acceptable to Buyer in its sole discretion Buyer may terminate the contract upon written notice to Seller. G. This paragraph is intended to supplement paragraph 10 of the contract and its sub- parts. The contract is contingent upon Buyer's inspection of the Property (including but not limited to the physical condition thereof) by Inspection Objection Deadline (see §2c) Any unsatisfactory conditions on the Property shall be resolved as set forth in paragraph 10 (a) and (b) of the contract. Seller shall make the Property available at reasonable times for Buyer's inspections which shall be completed at Buyer's sole expense. Buyer agrees to 5 leave the Property in substantially the same condition. H. This contract is contingent upon Buyer's receipt of acceptable environmental reports as may be requested by Buyer for the Property showing no material environmental issues and acceptable soils test if desired. Cost of said report and soil test is to be borne solely by the Buyer. The environmental report and soil test shall be completed by the Environmental Report Deadline (see§ 2c) Buyer shall have until Environmental Report Objection Deadline (see §2c) to ascertain the acceptability of the environmental condition of far,• property. If the environmental condition of the Property is unacceptable to Buyer in its sole discretion, this contract shall terminate upon written notice to Seller by Environmental Report Objection Deadline (see §2c). I. This paragraph reiterates a portion of the terms of paragraph 6 B of this Exhibit B. This contract is contingent upon assumption of USDA loans upon such terms and conditions which are acceptable to Buyer. The contract is fiuther contingent upon USDA approval of the sale to the Buyer, including approval of Buyer's management plan and approval of a management agreement and the assignment of any rental assistance or interest credits payable by USDA by Approval of Loan Transfer Deadline (See Section 2C). J. If documents set forth in Sub - Paragraphs A -I of this Paragraph 8 are modified, revised or altered by Seller or if new agreements are entered into which affect the subject property, Seller shall provide Buyer with notice and copies of the documents and Buyer shall have five calendar days after receipt by it to review and object to any documents which in Buyer's sole discretion are objectionable. In the event Buyer determines that any item set forth in paragraphs A through J of this paragraph 8 is objectionable or unacceptable, Buyer may, in its sole and absolute discretion, fail to approve said condition by written notice to Seller as specifically set forth herein. Buyer's failure to disapprove of any of the following conditions within the applicable time period indicated shall be conclusively deemed as waiver of any objection thereto, and as such, any such conditions shall be waived. In the event the Buyer disapproves of any of the conditions set forth above, all earnest money deposits shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. 9. Seller's Contingencies. Seller's obligations under this contract are subject to the following conditions: A. The written approval of the sale contemplated under this agreement by any limited partner required under the Seller's Partnership Agreement by January 31, 2002 If seller fails to obtain such written approval by January 31, 2002 then the earnest money deposit, with interest, shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. B. The written approval of USDA as to the release of Seller under the existing loan documents, such approval to be obtained no later than the Approval of Loan Transfer Deadline 0 (see §2c). If such approval is not obtained by such time, then the earnest money, with interest, shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. 10. Seller's Warranties. Seller hereby warrants and represents to the best of Seller's actual knowledge and except as otherwise disclosed, for the benefit of Buyer and its assigns, the following, both as of the date hereof and as of the date of closing: A. All documents delivered to Buyer are originals or true and correct copies thereof. The information provided by Seller to Buyer hereunder does not contain any untrue statement of material fact and does not omit to state any material fact necessary in order to make the information provided hereunder not misleading. B. The current tenant leases are in full force and effect. Seller shall disclose any and all rental and lease agreements, implicit or explicit. C. There are not presently pending any special assessments or condemnation actions against the property or any part thereof, nor has Seller received any notice of any special assessments or condemnation action being contemplated. There is no litigation or other proceeding pending, or threatened which would affect the property or its operation. D. The property does not contain any hazardous or toxic materials, including, but not limited to, any chemicals or materials regulated as hazardous or toxic under any federal, state or local law, including without limitation, petroleum, lead paint, asbestos, PCB's and does not have located under it any underground storage tanks. In addition, no such hazardous or toxic materials have ever migrated from the Properly to other property. There is no pending or threatened proceeding or action regarding clean up relating to the Property. E. Subject to the satisfaction of the conditions identified herein, all documents delivered by Seller to Buyer, now or at closing, have been or will be duly authorized and executed and delivered by Seller, and are legal, valid, and binding obligations of Seller, sufficient to convey title, and are enforceable. F. The parties executing this contract represent and warrant that they are fully authorized to execute it, subject to the conditions identified in the contract and any exhibits thereto. Seller knows of no facts to prevent Buyer from operating the Property in the normal manner in which similar properties in the area are operated and in which the Property has been operated in the past. 11. Buyer's Warranties. Buyer hereby warrants and represents to the best of Buyer's actual knowledge, for the benefit of Seller and its assigns, the following, except as set forth below, both 7 as of the date hereof and as of the date of closing: A. This agreement and all documents delivered by Buyer to Seller, now or at closing, have been or will be duly authorized and executed and delivered by Buyer and are legal, valid and binding obligations of Buyer and are enforceable. The parties executing this contract represent and warrant that they are fully authorized to execute it subject to any conditions identified in the contract or any exhibits attached thereto. B. Buyer has not been disbarred, suspended, or denied participation in any USDA or HUD program. 12. Seller and Buyer agree to indemnify, protect and defend and hold the other harmless from and against any and all liabilities, damages, losses, cause of action, claims, costs and/or expenses (including without limitation, attorney fees and costs and court costs) arising from or incurred in connection with any breach of any of the foregoing representations and warranties or from any false information provided by Seller or Buyer or any material information known to Seller or Buyer which either has failed to disclose. 13. All representations and warranties and indemnities contained in this agreement or implied by law shall be deemed to survive the closing and shall not merge with the deed, provided that, all such representations, warranties and indemnities shall terminate and be of no further force and effect after three (3) years from the date of closing. 14. Seller is not a foreign person or entity within the meaning of section 1445 of the Internal Revenue Code of 1986 or under any similar sections of any similar laws of the State of Colorado, i.e. Seller is not a nonresident alien foreign corporation, foreign partnership, foreign trust or foreign estate. Seller shall sign under penalty of perjury and deliver to Buyer at closing a certification thereof indicating Seller's U.S. taxpayer identification number and address. Any taxes or withholding as a result of the sale shall be paid by Seller. 15. Seller and Buyer agree to promptly provide each other with any and all new documents or other items affecting or regarding the Property on an ongoing basis until closing and in the event of an assignment, assignee shall have all the benefits, including rights to specific performance, damages and enforcement of Seller's representations and warranties that Buyer has. 16. The Seller and Buyer agree that this contract may be assigned to a yet to be formed nonprofit corporation created and controlled by Buyer. Any assignment to any other party shall be subject to approval by Seller. Further any assignment by Buyer must be approved by USDA by the Approval of Loan Transfer Deadline (see section 2c) If such approval is not obtained by such time, then the earnest money, with interest, shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. 17. Until possession is delivered to Buyer, Seller agrees at its sole cost and expense to manage maintain and keep the Property and all the improvements thereon in not less than the same manner and in the same order and condition as they are managed and maintained and kept as of the date of execution of this contract. 18. Should any act or notice required hereunder fall due on a weekend or holiday, the time for performance shall be extended to the next business day. 19. To the extent there is a breach of any of the contract terms which survive °.losing, Buyer and Seller shall be permitted to seek damages and remedies beyond those set forth in paragraph 20 of the contract. 20. Seller or Buyer agree to cooperate should Seller or Buyer elect to sell or purchase the Property to complete a like -kind exchange under IRC 1031. Such cooperation may include the assignment of all or a portion of this Agreement to a third party, the substitution of such third party as the Seller or Buyer and the execution of all documents reasonably necessary to complete the exchange in accordance with applicable laws and regulation. Parties agree that the consummation of this Agreement is not predicated or conditioned upon completion of any such exchange. Seller or Buyer shall not incur any additional liability or financial obligation as a consequence of the other party's contemplated exchange. 21. Notwithstanding anything to the contrary contained in this contract, the Buyer shall have no obligations under this Agreement, nor shall any payment be made to Seller without any appropriation therefor by Buyer in accordance with a budget adopted by the Board of County Commissioners. Further, Seller understands that this contract must be approved by the Board of County Commissioners at a regularly scheduled and public meeting. All obligations payable beyond the current fiscal year are subject to funds being available and appropriated. p� �Ao�E COG , EAGLE COUNTY STATE OF COLORADO fto Y IT O T ITERY CO SSIONERS * Y: Michael L. Gallagher, Chan Pro Tem EAGLE MANOR LIMITED PARTNERSHIP I' M E