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HomeMy WebLinkAboutC02-038 contract to buy/sell Golden Eagle Elderly Housing$rib— ui —LuuL ii:31am rr0M—tAULt UUUIV AIIUNNtT Urr]UC bfUJLddobb I—uoL r•uuL lulu r—b13 ii I• �i The printed portions of this form have been approved by i' the Colorado Real Estate Commission. (CBS 2 -9 -99) 1 2 HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX 3 THIS FORM -4 OR OTHER COUNSEL BEF 9RE SIGNING. 5 CONTRACT TO BUY AND SELL REAL ESTATE 6 7 (COMMERCIAL - ASSUMPTION) February 12, 2002 Date: _ S 9 1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the Property defined below on the terms and 10 11 conditions set forth in this conjract. 2. DEFINED TERMS. Eagle County, Colorado, a body corporate and politic 12 13 a. er. Buyer,; and /or assigns will take title to the 14 real property described below as Joint Tenants U Tenants In Common Other 15 b. Property. The Property is the following legally described real estate: 16 LOT 1B,. GOLDEN EAGLE ELDERLY HOUSING, a resubdivision of a resubdivision of Lot 1, 17 Block l,'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 particuarly described on the attached Exhibit A and made a part hereof by reference thereto 1S in the County of Eagle Colorado, 19 _ commonly known as No. Golden Eagle Elderly Housing 700 Broadway Eagle, CO 81631 20 ;. Street Address City State Zip 21 together with the interests, ea,�ements, rights, benefits, improvements ana attached fixtures appurtenant thereto, all interest of Seller in 22 vacated streets and alleys adjacent thereto, except as herein excluded. 23 0. Dates and De OWES. 24 Item No. Referonco I�- Event Date or Deadline _ 1 § ga -' Loan Application Deadline 3 3/15/02, ---- -- M� - g- ---- -- ->#Jb- — - 2dl;A ----- -- Elit . -i��• isgppr+e�ai-ef- B�p�'� �._,�; -- _____� 5 §5d C-xi:mft Loan Documents Deadline - 7/01 02 6 i I: § gd Objection to C-ttming Loan Deadline 75 02 7 w § 5d j Approval of Loan Transfer Deadline' 7/15/02 g § 6a Appraisal Deadline 3/15/02 g § 7a j — Title Deadline 3/15/02 § 7a Survey Deadline 3/15/02 10 11 § 7b Document Request Deadline 3/15/02 12 _- § 8a Title Objection Deadline 4/01/02 13 §8b �- Off - Record Matters Deadline 3/15/02 14 § 8b Off- Record Matters Objection Deadline 4/01/ 02 15 §10 Seller's Property Disclosure Deadline 3/15/02 16 § 10a I' Inspection Objection Deadline 4/15/02 17 § 10b ^ Resolution Deadline 4/17/02 18 §11 Closing Date _ no later than Q2_ 19 § 16 Possession Date at closing 20 + §16 Possession Time - at closing 21 § 26 '. Acceptance Deadline Date _ 2/12/02 22 § 28 Acceptance Deadline Time 5:00 p.m. M.S.T —' .Ex. B1 & & B Resolution Deadline for.8A.& B, Ex. B 4/05/02 Ex. B, SH Environmental Report Deadine (8H 4/30/02 _ Ex. B, Environmental Retoort objection Deadl. ne 25 — I CBS Cc,tract to Bu vitnd Sell Real Estate (Commercial - Assumption) _ Page 1 of 8 Buyer initials Seller. Initials Thin form produoad at F0rM1Ar1atatir-- ,m.ww.,,;.- e0a36-toe7 i� J GII` VV -GYVG Y`t.VVrlll IIVIII rr \..rr vv ,.- .\i.-. -.. .�- ---- - - - - -- - -- - - -- - - - -- - 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 d. Attachments. The following exhibits, attachments and addenda are a part of this contract: Exhlbit "A' - Lege) Dla;r' otion - ExhibCt " - Addendum 9. Applicabilitc of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "WA" means not applicable. 3. INCLUSIONS AND EXCLUSIONS. a. The Purchase Price includes the following items (Inclusions): (1) fj=aE.. 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 /lacks, plants. mirrors, floor coverings, intercom systems, spInkler systems and conh-ols, and _ e 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 inclu9ad: 19 SmokoiFire Detectors, X Security Systems; and See ,xhlbit "B" (3) Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: See Exhibit -a- b. Instruments cf 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 of sale 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. Refem_nce: Item Amount Amount 1 § 4 Purchase Price $ 9,600,000.00 2 § 4a Earnest Money $ 25,000.00 3 _^ §4b - Now -6sae- Grants 306,000.00 4 _ § 4c Assumption Balance -- Rural De elopment (USDA) Estimate 9,070,009.00 5 § 4d Seller or Private Financing 6 §4e Cash at Closing —(Estimate) 998,991.00 7 TOTAL $ 1,600,000.00 $ 91600,000.00 a, Earnest Money. The Earnest Money set tortn in tnls auaivn, In inn wrin WI a cerunao ene,ew . IJ ral. Pay II la, I, W, 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, a' * 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 S per month including principal, Interest o per annum, and also including escrow for the following as indicated: U Real Estate Taxes, ❑ Pr +*9"I surance Premium, and Buyer agrees to pal, a loan transfer fee not to exceed $ At the time of assumption, the new interest rate shall not exceea % per annum and the ne payment shall not exceed $ principal and interest, plus escrow, If any. If the actual princi a of the existing loan at Closing is less than the Assumption Balance, which causes the amount of cash rgguiu K uyer at Closing to be increased by more than $_r-7—, then ❑ Buyer May Terminate CBS 2 -9 -99 Contract to Bu-/ and Sell Real Estate (Commercial - Assumption) Page 2 of 8 Buyer Initials Seller Initials Tnio lwm produced by: Farmlirlaror "p,*t&ta.#* e00- 33s -1027 Jan' -08 -2002 04:00pm 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 96 97 98 99 100 101 102 103 104 105 106 107 106 109 110 111 112 113 114 115 116 117 118 119 170 In 122 123 124 125 -126 127 128 129 From-EAGLE CO U ATTURNEY UI• U yfuacoaoaa i -aao r.uuoiucc r-,4,L c 'r rJel f+�T'�"St9att— �1"-`JfT91i7V4i�L i�,caavu ,,.... ......� release form liability shal. be evidenced by delivery at Closing of appropriate letter of commitment from lender. Cost pays release of liability shall be paid by in an amount not to exceed $ d. Seller or Pri iato Financing. (Omitted as inapplicable e. Cash at Cltl•:In All amounts paid by Buyer at Closing including Cash at osang, plus uy , snaii 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 casiier's check (Good Funds). S. FINANCING CONQJ�,ONS AND OFlLIGATIONS. SEE EXHIBIT "$" t 1 nan Snnli,+• btalming a Aew lean, of if an existing 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 intentione.11y cause any change In circumstances which would prejudice lender's approval of the n application or funding of the loan. b. Loan Comm linen t. (Omitted as inapplicable) C. Credit InIMI t� ion. 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 loans not to be released at Closing, this cont is conditional upon Seller's approval of Buyer's financial ability and creditworthiness, whic i 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 Buyers ex e, information and documents concerning Buyer's financial, employment and credit condition; (2) Buyer consents that Seller verify Buyer's financial ability and creditworthiness (including obtaining a current credit report; (3) aoy such information and uments received by Seller shall be held by Seller in confidence, and not released to others except to protect Sellers interest in t . ansacrion; (4) if Seller does not provide written notice of Sellers disapproval to Buyer by Disapproval of Bu;ror's Credit adline (§ 2c), then Seller waives this condition. If Seller does provide written notice of disapproval to Buyer on or before sa ate, this contract shall terminate. d. Existin Loa lew. If an existing loan is not to be released at Closing, Seller shall provide copies of the loan documents (including note f! ed of trust, and any modification) to Buyer by Existing Loan Documents Deadline (§ 2c). This contract is conditional upon Bu rs review and approval of the provisions of such loan documents. If written notice of objection to such loan documents, signe Buy 3r, is not received by Seller by the Objection to Existing Loan Deadline (§ 2c), Buyer accepts the terms and conditions of documents. If the lender's approval of transfer of the Property is required, this contract is conditional upon Buyer's 0btainin ch approval without change in the terms of such loan, except as set forth in § 4c. if tender's approval Is not obtained by App al of Loan Transi`er Deadline (§ 2), this contract shall terminate on such date. If Seller is to be released from liability under qj:a nhtainsucb zompllance. as. seiforth ..in- §.4.c.lhis..coatract.raay- tae -W41 :d aatad- a&Sa4erl&,aOG ►-- CBS 2 -9 -99 Contract to Bay and Sell Real Estate (Commercial - Assumption) Page 3 of 8 Buyer Initials Seller Initials This form prodiced by: F0rmU1atvr'-Jb.wA".w• 800 -336 -1027 -08 -2002 i 04:OlPill From-EAGLE COUNTY AI IUKI`1 � - APPRAISAL PRO \rlSt -y,y 30 6° -- ----"— � dition. This subsection a• 19 Shall 0 Shall Not apply. urChase a. A2 I C_2�.- 31 le option and election to terminate this contract a the alt terminaPelby Buyer giving Selle s written an the Buyer shall have the so p , The s valuation 32 raiser engaged by - °•ter 33 determined by an app of such, ppraisal or written notice from lender which confirms the Property 34 of termination and either copy ra;�I Deadline (§ 2c)• If Seller does not receive such written notice of termination on or 35 Purchase Price, received �n or before the App Appraisal Deacline (§ 2c), Buyer waives any right to terminate under this subse Ion. before the App Cosi of any aoprai ,al to be obtained after the date of this contract shall be timely paid 36 b st of A �ralsa�. .37 er L3 Seller. t3S by Buy L39 7„ EVIDENCE OF TITI_L. e . On or before Title Deadline (§ 2c, Seller shall caL�s,e to be furnished to Buyer, a. FVid� �onc_e of Titles N. Y insurance commitment is furnished, it i9 Shall � Shall Not L40 commitment for owner's title insurance policy in ari amount equal to jtle Purchase Price or if this box is 141 at Seller's expense, a current 142 checked, D An Abstracr. of title certified to a current date, {f a title to 143 commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, 144 (2) unrecorded easements, 145 (3) survey matters, 146 (4) any unrecorded mechanics' liens, is 147 (� gap P prior to the year of closing • Seller. An amount not to a eriod (effective date of co unredeemed tax seal I recorded), and Buyer 148 - (6) unpaid taxes, ass $I Buyer ' .I Seller. If 199 improvement location certificate or ost of any improvement location certificate or survey The be paid by ' Any additional premium expecnse to obtain this additional coverage shall be pal Y 150 2 � 500.00 - for the the excess on or before Closing. 151 exceed $ - ---'" Buyer shall pay the cost exceeds this amount, er onorbefore Survey Deadline (§ 2c). Seller shall cause the title insurance policy to be delivers to 152 shall be received by Buy 153 survey 2c Seller, at Seller's expense, shaft furnish to Buyer. (1 a cop 154 Buyer as soon as practicati1z at or after roor before Title Deadline (§ )� and (2) if a title insurance commitment is 155 b. Copi of E .,'Ce if illegible, summaries of such documents) of any P box is checked 0 Copies of any Other Documents (or, 2c). This tats, declarations, covenants, conditions and restrictions burdening eckedr Setter shat) have the obligation to furnish these 156 Even if the box is not 157 required to be furnished, aid a this The abstractor title insurance listed in the schedule of Exceptions (Exceptions). Buyer any time on or before the Document Request Deadline § 158 pursuant to this subsection if requested by Y 159 documents p ursuant to this Section, constitute the title ent shall pertain o��ly to documents as shown of such documents furnishedapd recorders . 160 requirement copies or sum 161 commitment, together with any P er of 162 documents (Title Documents). BUY ht to inspect the Title Documents. Written notice bon behalf of 163 8' � Tale F:ovi�_ Buyer shall havet`i 8 condition shown by the Title Documents shasla tergrecee pt by BUYer of any 164 a Y other unsatisfactory calendar day 2c or within five (5) with a copy of the Title Document 165 Buyerch d given lit of title or of any Buyer accepts the condition of 166 Buyer and given to Setter .)n or before Title ObewtF�cc Deadline n) to§ he title commitment together ied above. BUY 167 TitleDocument(s) or endomement(s) adding adding new Exceptions) tti title. Ifinelnts as sat factory.receive Buyer's notice by th datl I veQto Buyer, on or before Off- RecoSOdg ateeail roperty and shall disclose 16S the Titre pocu a Public Records. Seller shall 169 title as disclosed by Ma e _ not Shown b t 170 b' e; of all lease(s) and survey(s) in Seller's Pds of which Serer has actuaPknowtedge. Buyer shall have then right 171 Deadline (§ 2c) true copl the public reco ert not shown by the Public records (such as an 172 easements, liens or other tine matters not shown by 1es has any right In the Prop Y 173 to inspect the Property to .�atermine if any third o party line discrepancy). Written notice of any unsatisfactory conditions) disclosed by unrecorded easement, unrecorded lease. said date, Buyer accepts title subject to such rights. if any, of 174 ection shall be signed by or on behalf of Buyer and given to Seller on or before off-Record Matters 175 Seller or revealed by such insp 176 Objection Deadline (§ 2c'.. If Seller does not receive Buyer's notice Y third parties of which Buyer has actual knocwledge. P SPECIAL TAXING DISTRICTS MAY BE SUBJECT WITHIN ESUCDISTRICTS. PROPERTY OWNERS IN 177 Speci;ll Taxlna DI _- 176 C. IS PAID BY REVENUES PROVUCED FROM ANNUAL TAX LEVIES ON THE TAXABLDI57RiCTTO DISCHARGE SUCH tNOEBTEDNE ERP IT�BLIGArrON 179 O AT RISK FOR INCREASED MILL LEVIES AND AEXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF S lc� SUCH DISTRICTS MAY BE PLAC 181 DEBT WHERE CIRCuMSTANt ES ARISE RESULTING IN THE INABILITY OF SUCH OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR 192 AN INCREASE 1 N MILL LEV1E::. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZE INDEBTEDNESS OF SUCH CtaTRICTS,EXISTING MILL LEVIES 163 184 AN INCREASE IN SUCH MILL 1XVIES. Page 4 of 8 CBS 2.9 -g9 Contract to BAY and Sell Real Estate (Commercial - Assumption) initials Seiler I e Initials by' Farrn,LV/atoY jpil►tOOLU. Sixi336 -i027 This term produced ,Ian= 08-2002 04:01pm 5 From -EAGLE COUN - I-TTORNEY OFFICE 1 9703288699 T -978 P.008/022 F-422 185 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 receivo Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in such special taxing 185 district(s) and waives the eight to so terminate. 189 d. Bj lo 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 io correct sald items and bear any nominal expense 191 to correct the same prior :o Closing. If such unsatisfactory title condition(s) are not corrected on or before Closing, this contract shall 192 then terminate; provided, h owever, Buyer may, by written notice received by Seller, on or before Closing, waive objection to such items. 193 e. 1!g1 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 agreeme nts, and various laws and governmental regulations concerning land use, development-and envlronmenial 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 -TOLD 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 stri:t time limits provided in this contract (e.g., Title Objection Deadline [§ 2c] and Off - Record Matters 203 Objection Deadline (§ 2c1). 204 9. LEAD -BASED PAI14T. 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 ;;eller and the required real estate licensee(s), which mustoccur priorto the parties signing this contract. 207 10. PROPERTY DISCI OSURE AND INSPECTION. On or before Seller's Property Disclosure Deadline (§ 2c), Seller 203 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. Inspel:i ion Objection 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 rn ;t received by Seller on or before Inspection Objection Deadline (§ 2c), the physical condition of the 217 Property and Inclusions sh3 ►I 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 cn or before Resolution Deadline (§ 2c), this contract shall terminate one calendar day following the 220 Resolution Deadline (§ 21:), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. 221 C. Dama is: Liens: Indemnity. Buyer Is responsible for payment for all inspections, surveys, engineering reports or 222 for any otherwork perform.3d 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, dama3a, cost or expense incurred by Seller in connection with any such inspection, claim, or Ilan. This indemnity 226 includes Seller's right to r,!cover 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. Deliver, of deed(s) from Seller to Buyer shall be at Closing (Closing). Closing shall be on the date speclfie4l 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 t►7taparties 231 12. TRANSFER OF T11 �E. 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 Ggppral,War�nty dead 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, X39 G. those .specifically described rignts of third parties not shown by the public records of which Buyer has actual 240 knowledge and which wero accepted by Buyer in accordance with § Bb (Matters Not Shown by the Public Records], and 241 d. inclusi -Dn of the Property within any special taxing district, and CBS 2 -9 99 Contract to Bey and Sell Real Estate (Commercial - assumption) Page 5 of 8 y}- Buyer Initials Seller Initials cols farm produced by: F0rM,W1ar0r larl%m*. r8 800-336.1027 Jan -08 -2002 04:02pm 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 365 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 t` ,_C1 009/022 F -422 e. the tenefits and burdens of any declaration and party wall agreements, if any, and I. other NpDe- 13. ' PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the proceeds of this transaction or from any other source. 14. CLOSING CAST � DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all othe' items required to be paid at Llosing, except as otherwise provided herein. Buyer and Seller shall sign and complete all custcmary or reasonably required documents at or before Closing. Fees for real estate Closing services shall be paid at Closing by 1*9 One -Half by Buyer and One -Half by Seller O Buyer O Seller O Other Any sales and use tax that may accrue because of this transaction shin! be paid when due by ❑ Buyer 0 Seller. 15. PRORATIONS,, Tie following shall be prorated 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 O The Taxes for the Cali ndar Year Immediately Preceding Closing:K-The Most Recent Mill Levy and Most Recent Assessment ❑ Other ' b. Rent::. Rents based on D Rents Actually Received 9 Accrued. Security deposits held by Seller shall be credited to Buyer. Seller t hall assign all leases to Buyer and Buyer shall assume such leases. -sSut fec to, terms at1d -gggfiSlclns of Exh]bit 'B' C. Other Proratio 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, PO$SESsION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ 2c), subject to the following iesse(s) or tenancy(s): A jJ leases then in effect for the nrWeay and as agreed to nuccuanf to terrtL_iof t�chi it "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 ASSIGNABLi_ This contract shall not be assignable by Buyer without Seller's prior written consent. Except as so restricted, this contract sh all inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. 18. CONDITION OF, E ND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this contract, the Property, Inclusions o• ooth shall be delivered in the condition existing as of the date of this contract, ordinary wear and tear excepted. a. Casu arty: 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 tte event such damage is not repaired within said time or it 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. sur:h credit not to exceed the total Purchase Price. b, Damalgg- 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, out 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 Clos ng to verify that the physical condition of the Property and Inclusions complies with this contrail_ J w. the Selling Company or the List 20. TIME OF ESSENtsF 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 r erein provided, there shall be the following remedies: a. If Buyer is in Default: 0 (11 Specific Performance. Seller may elect to treat this contract as canceled, in which case all payments and things of value received iareunder 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 -999 Contr9ct to E uy and Sell Real Estate (Commercial - Assumption) Page 6 of 6 Buyer Inalals Seller m111als True form prooucaa by: FornlUlatur " /n�wndo�.° 800.336.1027 ,Feb -01 -2002 11:37am From -EAGLE COUNT .TORNEY OFFICE 9703288699 T -052 P.008/011) F -513 ,,, C, and things of value received hereunder shall be forfeited by Buyer 300 (2) J 4uidated pamaaes. All payments 301 and retained on behalf of Sel er and both parties shall thereafter be released from all obligations hereunder. It is agreed that such 302 f ONLY Rs and DY for Buyer's 'ailure to perform the a obligations ofth (except as s contract. provided Seillerr expressly twaives the SELLER'S emedies off specific 303 ONLY REM Y 304 performance and additional damages. 305 b. f Seller I in 5r Default: Buyer may elect to treat this contract as canceled, in which case all payments and things of 306 value received hereunder shill be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this 307 contract as being in full force �nd effect and Buyer shall have the right to specific performance or damages, or both. 308 C. Costs a 4� Exponses In the event of any arbitration or litigation relating to this contract, the arbitrator or court 309 ?hall award to the prevailing )prty all reasonable costs and exp ens including r eels. —� 310 a:<,—If -I re£ 6 dise erson who 311 proceed in good faith to subs It the matter to mediation. Mediation is a process in which the parties meet a P 312 helps to resolve the dispute rjformally and confidentially. Mediators cannot impose ' I* ions. The parties to the dispute must 313 agree before any settlement i�. binding. The parties will 'oin cceptable mediator and will share equally in the cost of such 314 mediation. The mediation, t less e , shall terminate in the event the entire dispute is not resolved 30 calendar days 315 from the d ice equesting mediation is sent by one party to the other(s). This Section shall not alter any date in this 316 317 22. EARNEST MONEY ❑l , PUT Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event 318 of any controversy regardir I'the Earnest Money and things of value held by broker or Closing Company (unless mutual written 319 instructions are recieved by I is holder of the Earnest Money and things of value), broker or Closing Company shall not be required to 320 take any action but may a%Ai `1dt any proceeding, or at broker's or Closing Company's option and sole discretion, may interplead all 321 parties and deposit any molt ;ys or things of value into a court of competent jurisdiction and shall recover court costs and reasonable 322 attorney fees. 323 23. TERMINA_ ICON. In th3'event this contract is terminated, all payments and 10chings of value received hereunder shall be 324 returned and the parties shall be relieved of all obligations hereunder, subject to §§ 21 and 22. 325 24. Ap2LIONAL PROvIelON . (The language of these additional provisions has not been approved by the Colorado Real 326 Estate Commission.) 327 See Exhibits "A" and "B" attached hereto and incorporated herein by reference. 328 329 a• The Seller shall not negotiate with or seek third party purchasers for the 330 sale of the property during the term of Seller's contingency as set forth in 331 Paragraph 9A of Exhibit "B." 332 1 i 333 25. EN71RE AGRE1:lNE T- $ EQUENT MODIFICATION' SURVIVAL. This contract constitutes the entire contract 334 between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been 335 merged and integrated into pis contract, No subsequent modification of any of the terms of this contract shall be valid, binding upon 336 the parties. or enforceable il,nless made in writing and signed by the parties. Any obligation in this contract which, by its terms, is 337 intended to be performed altS:r termination or Closing shall survive the same. 33S 26, FACSI It_E. Signatulres ® May 0 May Not be evidenced by facsimile. Documents with original signatures shall be 339 provided to the other party aj Closing, or earlier upon request of any party. 340 27. N_ TQ ICE, Except fo - the notice requesting mediation described in § 21, any notice to Buyer shall be effective when received 341 by Buyer or by Selling Comp ?ny and any notice to Seller shall be effective when received by Seller or Listing Company, 342 28. NOTICE OF ACCt; TANCE; CQUNTERPARTS- This proposal shall expire unless accepted in writing, by Buyer and 343 Seller, as evidenced bV: their signatures below, and the offering party receives ). f acce ted, of this document shallrbecome a 344 § 27 on or before Accepts rice Deadline Date and Acceptance Deadline Time (§ )• P 345 contract between Seller anq Buyer. A copy of this document may be executed by each party, separately, and when each party has 34.6 executed a copy thereof, su h copies taken together shall be deemed to be a full and complet tract be een the part! 347 EAGLE COUNTY, STA, OF COLORADO >�nAD OF COUNTY — Off` Qe 348 3 .chael L. Ga lag err, !,mart 49 Buyer COMMISSIONS 350 jo uyer's Signature: 00. 351 Date of Buyer's Signature: 352 Buyer's Address: c/o Eagle Count Attorne 's O Box 850 Ea le 0 81631 _ 353 Buyer's Telephone No: •x.-9170) 328 -8685 yer's Fax No: (970) 328 -8699 354 Page 7 of S C6S 2 -9 -99 Contract to Buy) and Sell Real Estate (Commercial - Assumption) Thie form producod by: t�OIT)7It� %8tpl�Ju.tai�aawm BON36.1027 355 356 359 358 330 $60 361 362 363 364 365 366 367 368 369 5?0 $71 373 373 374 $75 376 $77 378 379 360 361 382 383 3S4 385 386 367 398 334 340 391 392 393 394 395 3% 997 398 399 400 401 FES -01 -2002 16 :42 I{ANTOR TAYLOR 12066259951 P.03/12 (N m; if this offer is b4 1611 countered or rejected, do not sign this UGLE MANOR Lxt i'CED PARTNERSIUP An Pr /45-1 &w, Seiler Zte C• enearal Partner pate of selter'S Signatur ®; -_ Date of seller's Signature: Seller's Address: Seller's Fax No:_,.,_„ Sailers Telephone No: 21L COUN E0�� Thie olferis O Countered O Rejected. Init'iats only of party ( Buyer or Seller) who countered or rejected offer ENO OF CONTRACT Note: Closing lnStructia sa shauld be signed an or befor+! Tits! Deadline. w� to upon requ ®st with 0ny mediation Conduc!on and, white mat 6 Del Y to the contrad. agrees to coopers 21. set ino C sn 1�� . t t The Setting Company and Its Mrxnsees have be9n iingagBd in this as O auyer Awl O Sells► Agent►Subagent Q Dual Agant O Tranwietlorv-SrOkGr. in this transaction as j�g,g_COMPA Etrylikertlaa 14a him The Ugang Company and its licensees have been en9gA O setter Agent O Oual Agent ❑ Trans1cti1M43roker. B13099BE COMPILS—Al 101A DISCLOSUM. — Selling Company's COMM"tsatian or Wmmission is to be paid by: Buyer Sailer O Lis Company Offer (To be completed by Ustini Company) L'ating Company's compersaticn or con+missian is to be pall by: Buyer Selling Company By; Signature selling Company's Address: Sailing Company's TeleoMild No: Ustlng Company: lay: Signature ❑ other (Name of CORIPMA Date Selling C ompany's Fax No:., Date (Name Of Company) M 9:6mpany's Address List Company's Telephone Listing 4ompany's Fax No: -`� "— ' Real Estate Commercial- Aosumpt on} Page 6 618 CBS 2 a.9 Convect to Bay at9d 9ei, _ �_ _.. TN& (orb pf*AA d b'r' i J7ita LZ7�'`Ar1iGaYw` tlCD,3t8•IGN jan -08 -2002 04,:04pm From-EAGLE CO U `.TTORNEY OFFICE 9703288699 T-978 P- 012/022 F -422 24) ADDITIONAL PROVISIONS (continued) (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) Concerning properly known as:; ; o FYh;b;t "B" TN,% Iorm produced by: Fnrm ulattst' /er�� w' Coo- 336 -1027 �Z U4:UJ1MIp ivw u.... ._..... ... ._...... _.. .__ ...._..... -.. -.. .__ ... riot 18, Golden E Eld"�rly H*using Beginning at a point on the Easterly line of said Wt 1, 'said point also being on the! .Westerly Right -of -way Line of Capi*ol 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 °26'28 "W. 182.017 foot; tht•niuv N.23'2G'2R "W. 43.00 fvc•r rci a Point on the Westerly line of said Lot 1; thence along said Westerly line the following two (2) courses: 1! 14.35 °33'32 "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 °33'00 "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 along said westerly line N.00 °33'00"W. 65.00 feet to the most Northwesterly Corner of said Lo't 1, said' point also being the Southwesterly Corner of Lot 62: thence along the Northerly line of said Lot 1, biting the same as the.Southerly line of Lots 62-and 63, N.89 027100 "E. 146.17 feet to the Southeasterly Co rner'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 °27'00 "E. 60.78 feet to the Northwesterly Corner of Lot 64; thence along the Westerly line of Lot 64 the followLng two (2) courses: r) S.14 "34'26 "W. 38.13 £e...t 2) S.00 033'00 "E. . 63.00 feer to the Southwesterly Corner of Lot 64: thence along the Southerly•li}ies of Lots 64, 65, 66 and 67 the following four (4) courses: 1.) S.86 °27'52 "E. 70.18 feer , 2) S.80' °27'52 "E. 57.79 feet 3) ; s.74 °27'52 "E. 55.15 ft!rt 4) s.68 027'52 -E. 54.91 feer to the Southeasterly Corner of Lot 67, said .point also Deinq on the Westerly Right -of -Way Line of Capitol Street: thence along said Westerly line the following two 12) courses: ' 1) 38.4f, feet a)onq th.c arc or ct ,;urvtr to the right with a radius of 446.37 luet, the clturd ul which boars S.33 °05027 "W. 38.45 feet 2) S.35 033'32 "W. 495.04 feet to the point of beginning. Said Lot l8 contains 3.190 acres, more or less. EXHIBIT "A" C11 EXHIBIT `B" ADDENDUM OF TERMS AND CONDITIONS TO THE CONTRACT TO BUY AND SELL REAL ESTATE DATED February 12, 2002 1. In addition to the items noted in paragraphs 2 and 3 of the contract, the sale price shall include all furniture, 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. Seller shall retain the balance of any tax, escrow and insurance accounts, the balance of any operating and maintenance accounts and reserve account at closing. The balance in the reserve account is presently $22,097.66 and additional deposits of $886.33 each month is required by Seller until closing. The term Property as set forth in paragraphs 2 and 3 of the contract together with the items identified in paragraphs 1 and 2 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 C11 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 March 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 by USDA 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. 7. Closing. A. Buyer may extend the closing up to three (3) times, for one (1) month each time upon C 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, if necessary, the two percent withholding required by the State of Colorado for foreign or out of state Sellers, 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. Seller shall be entitled to and receive 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. At closing, Buyer shall be responsible for assuring that all accounts are funded to the extent required by USDA. C C J. All tenant files and leases shall be up t,,,) 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 sorely 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 February 12, 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 shall advise 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 remaining contracts and leases. D. Seller agrees to provide Buyer with copies of all utilities invoices for the preceding 4 G, calendar year. E. To the extent reasonably available and 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 leave the Property in substantially the same condition. H. This contract is contingent upon Buyer's receipt of acceptable environmental reports 5 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 the 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 further 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 Continizencies. 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 March 8, 2002 If seller fails to obtain such written approval by March 8, 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 (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. D 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 Property 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 as of the date hereof and as of the date of closing: A. This agreement and all documents delivered by Buyer to Seiler, now or at closing, 7 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 bust 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. p FEE -01 -2002 16:49 KANTOR TAYLOR 12066259951 P.12 %12 1$. 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 closing, 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 Bayer 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. EAGLB MANOR LIMITED PARTNERSHIP By: Colorado rn, B. Christenson, 20 TOTAL P.12 02�13i2,002 02:59 'FROM rep -1 c- cs:1;t oe:5spd KANTOR TAYLOR�MCCARTHY BRITZMANN 4 19703288699 N0,026 9002 FAX NO. : 206232794$ Feb. 13 2002 08:54AM P2 V,ANTCR 74Y. -W. Mks" MTHY DPI i ZNPJ4N t 206210949 140.020 DWI FrHr[AILE COUNTY ITTOW OFFICE 071111111! l -6b8 P GOAJG21 P�639 app 0 (2) 303 and ramined on penal! of Spy payments and thino of 109 ONLY F' dm6or for Buys 3% performance and a 305 a b. 9W— _ Value reeeivea hereunder : W7 eIntrav ae tsairp in kin IDA ( 3M or ZWL 3o9 snal award ro im PmWirv. So 2 .F_ 322 Pm eeed irr, coat bin 10 su "R s12 hays m rp.601vre the d'syt+l $13 aprar !'cure anywW ma, 3x4 m@4;39dn. The mediation, 31.6 IC' 816 s 3V CiAV!tttlST ILGNB . 316 Q(IftY aontrovarsY r9diR 31% lflo medam are redeved o, 329 1110 any ad+M but rW * 321 Parks WW depwul WY aw !72 iiDrtt9yfaa!• jS, In 11 934 mum e6 and * partfei ens 9?3 sa. =!MAL =d 326 9SOM 49nTrti9it0A.) Avg a. The Ssallar albs 3311 sale of eta Propol $31 Paragraph 9A of B: 332 333 334 i3. ENT�� 9AGNP teen the pulses fbLi*r 3+35 merged and inw2ratb0 inon �-v 336 the PAW. 337 ;rmmad l9 tee PerWNd al 333 sR vigrai '439 pmvimw to ft COW WW 30 rr. M. enspita 541 try 9uyor at by 5611109 Corn 341 2Q, ll=xQ^Q, $43 seller. ell erid�cad G 344 12T On or before &Cc.epe; 3g contract between We! ar 3" e gt;;t�sct a copy ttwool, Eb SAM- ==Vj- ST7 347 T►'. 30 Buyer 3So 352 Cate of BVIV3 6lonstvre: 352 ouyora A44rt= C o F! s"yer'S Tftpu tt b10: txc bn. aa0woo trr. P" .U:v d s � - Alt paYments am tnTm9s of value meived benuNWO shall be fadvited by ewer r ettd Wh 04f6es shad thereaher be M1653W frnm an ottlicv3uaftA; hereunder. It is allf"d that SYC,l1 are LIQUIDATED tu1W09S and je:Cept as OnPA60d in ou116e000n C) are SELLER'Sa0i$ AND item in Psylar 11;ho obsiations of lmie contract, Seiler expressty waives me, fen Rlsltes ar spee rc dw. OtMfiu 8uyernWy elect m beat !list► wrhrs3x as cencded.:n rrtaotl ease ati pyrrtanle sled dtilt9! eF Do returmad am OWW niaY r0mvel —8h dae+saae Ac. Myy be proper. or Boyar may •reef 01rem r?tis t ~ and 6Yy9r ahlitl AiVe 7W neml iD 3p P I'S C96dIOrRMCIS or CIMMM, or bent SSNUaL in the every or any art aranon Or r,60afth nostirw to this contract ale arbibstmr or raven Vas ressti two posts and WASK3e6, Mudws attarrtw %*L one OWNW Iq Pu dblifi t. Madrid" it a PMCasi in wtirtt th6 Dam tr+tto Irrtealfy ano edentiatty, Medi=rs cwwot ire c TRa PAKM to the dispute, must mow no wow - ' a etediinvrand va *Ora aqueltyin me east of such as , s1vs11 wm%:Qwm m t)te Wma tna entire dtspum is not r"ah" 30 Bale war days questina merSatian It sort! by One party to !ho ethvts). This Section small not astir any dais in mis ;a NOler IPStaA6las any UNWAinst6rt of this Corttrait, avyer and S•ner "fee the% in ttrtr watt he Utmost Money and tl imp of vaWs loft by brotter or Ctosing Cornpany !unless mutual wrtEeft tww Of to Eames! tltaeutr slid 111b s of v►aW4 broker or OWN CG'W fIY Shell not be Mgsaireo to any pnoageo t;t. Ot at brOWs or Glossop Company's option and sore dttisref o, My iflterpltsatl 91 li or tea of�vahm into a noun of compeearttim irtt>ietron 41W saran recover cote Bests area rauonabte +ant tWW conkil t is bs mirllata0. ar paymeaa.ana miens of va►ua recsiwed hwounder anesttw reawea tau pct; t neAtutCei subjeCttD 10%21 and 22. ISr+gusee aflh M addKemat pravisiony lo85 rot been 2psroved by I tC C012rM Riot nVI attale hsd hecato and Inezrpmuted hem;n by nderc>ee. tfot ttogotfate with or Seek third party purchasers for the duriu$ the calm of Seller's contfagency as set forth in bit Q. Tt yp��ptl= Q!►O�!NaL. This COnE W Consti'te'K the entire codtmi:t pa l�+e ssAAaed hefa0f. anal 6ny Onof sgrr3arnartta pavtel�nats'3tsrose, vrnetleer oral arwtti 1a;n, hive !teen poOaset. No suvacquem mWISCaran of afly of WW tefrtss cl this contract shall De Vaud, binding upon l�tAS3 anode in writinS and Signed ey ttw pwties. Any OCtipaftn not th-S contract whICA. by its farin& is ill or aming 3rvtt survive"$am - BQ 191 May Q may Yoe be 04deraod btt facoar e. powrttents with original sipnaturas small ea C.lovres. or Mier %Pat rt u" o! any Pam 44 Matte* r0*04n8 rnft%fto dewed in 121. any not s to buyer 311611 be eNectve when NORMW s 4y and de r rtoaoa tv Seder ahan be ClfectLa twfl an Feoejued oy Seller pr c i9weg GoIvpanj� r Pa e. This propmi *a tit unless 3=@PlW in writs% Ify auyar and below. and t o vlfer,�g part' lee elves notivp of aeosptalnee purwatnt e0 Ca tleadtlfle OW and ACOPbnae 0"d>�e '%no (Axey. K ac Wvc% tnis decumant Shall *=nA a i3uyer. A dopy of 4us COVeAment MW us azaVAW* by Crt parr/. stoparataty. and wltert aatrh Pidy tQS I cc tatter! logernwWax be dao*wd t0 b NMI and Corn tract bs Ben the 03R Wo �fA:.,ia 114 e'YY3�i* �TNatd .v s% L. A.aoo•r• az,'*IA9 Fat No: C AGREEMENT TO AMEND/EXTEND CONTRACT June 7, 2002 Re: Contract dated February 12, 2002 between Golden Eagle Elderly Housing Corporation, (`Buyer ") and Eagle Manor Limited Partnership, ( "Seller ") relating to the sale and purchase of the following described real estate in the County of Eagle, Colorado: Lot 1B, Golden Eagle Elderly Housing, a re- subdivision of a re- subdivision 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 Number 316528. Also known as Golden Eagle Elderly Housing, 700 Broadway, Eagle, CO 81631 ( "Property"). Buyer and Seller agree to amend the aforesaid contract as follows: 1. All references in the Contract and Exhibit B to the "Resolution Deadline" shall be extended from June 7, 2002 to June 12, 2002. All other terms and conditions of the Contract and Exhibit B to the Contract as well as any amendment thereto not in conflict herewith shall remain the same. Eagle Manor Limited Partnership By Colorado Properties, Inc. Its General Partner { By: �Ig a�� U � Robert B. Christensen, President 6de E e rly Housing Corporation Y AM . Menconi, President Kathleen . Forinash,�Sec etary FPM ; a FAX M0. : 2062327949 Jun. 07 2002 12:37PM P2 r AGREEMENT TO AMEND/.EXTEND CONTRACT June 7, 2002 Re: Contract dated February 12, 2002 between Golden Eaglc Elderly Housing Corporation, ("Buyer") and Eagle Manor Limited Partnership, ( "Seller") relating to the sale and purchase of the following desmibed real estate in the County of Eagle, Colorado: Lot 1B, Golden Eagle Elderly Housing, a re-subdivision of a re- subdivision of Lot 1, BIoek 1, The Bull Pasture, according to the•recorded.plat thereof recorded July 18, 1985, in Book 420 at Page 259 as Reception Number 316528. Also known as Golden Eagle Elderly Housing, 700 Broadway, 94c, CO 81631 ("Property"). Buyer and Seller agree to amend the aforesaid contract as follows: 1. All references in the Contract and Exhibit B to the "Resolution Deadline" shall be extended from June 7, 2002 to June 12, 2002. All other terms and conditions of the Contract and Exhibit B to the Contract as woll as any amendment thereto not in conflict horcwith shall remain the same. !Eagle Manor L' ' ed partnership Colo 0 Car r Robert B. r. ent Golden Eagle Elderly dousing Corporation 44L&4 LiPi M. M*n*oni, Pr*ai cat Attest: (, , Kathleen L. Forinash, Secretary May -17 -2002 10:35am From -EAGLE COUNTY ATTORNEY OFFICE 9703288699 T -365 P.002/002 F -380 e -` AGREEMENT TO AMEND/EXTEND CONTRACT May 14, 2002 Re: Contract aced February 1?, 2002 between Golden Eagle Elderly Housing Corporation, {c6Buy '} and Eagle Manor Limited Partnership, ( "feller ") relating to the sale and purchase of the folio ' described real estate in the County of Eagle, Colorado: Lot 1B, Goldc n Eagle Elderly Housing, a re- subdivision of a re- subdivision of Lot 1, Block 1, The Bull Pa ture, according to the recorded plat thereof, recorded July 18, 1985, in Book 420 at Page 25 as Reception Number 316528, Also known as Golden Eagle Elderly Housing, 700 Broadv ay, Eagle, CO 81631 C Propertf). Buyer and Suer agree to amend the aforesaid contract as follows: 1. All referee es in the Contract and Exhibit B to the "Resolution Deadline" shall be extended from May IV, 2002 to June 7, 2042. All other territ and conditions of the Contract and Exhibit B to the Contract as well as any amendment there o not in conflict herewith shall remain the same, ttes Kathle L. Forin>3ash, etary