HomeMy WebLinkAboutC09-210 Capital Funding Property ContractThe printed portions of this form, except differentiated additions, have been
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.
CONTRACT TO BUY AND SELL REAL ESTATE
(ALL TYPES OF PROPERTIES)
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1. AGREEMENT. Buyer agrees to buy, and Seller agrees to sell, the Property defined below on the terns and conditions set forth in this
contract (Contract).
2. DEFINED TERMS.
2.1. Buyer. Buyer, Eagle Countv Govei
Tenants ❑ Tenants In Common m Other FeE
2.2. Property. The Property is the following
See Attached Exhibit "A"
Real Estate Commission.
, will take title to the real property described below as ❑ Joint
real estate in the County of Eagle , Colorado:
known as No. 6024 U.S. Hiahwav 6 Gypsum. Colorado 51637
Street Address City State Zip
together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of Seller in vacated
streets and alleys adjacent thereto, except as herein excluded.
2.3. Dates and Deadlines.
Item No.
Reference
Event
Date or Deadline
I
4.2.1
Alternative Earnest Money Deadline
n/a
2
5.1
Loan ARplication Deadline
n/a
3
§ 5.2
Loan Conditions Deadline
n/a
4
5.3
Bu er's Credit Information Deadline
n/a
5
$ 5.3
Disa roval of Buyer's Credit Information Deadline
n/a
6
§ 5.4
Existing Loan Documents Deadline
n/a
7
5.4
Existin Loan Docunents Objection Deadline
n/a
8
§ 5.4
Loan Transfer Approval Deadline
n/a
9
e 6.2.2
Appraisal Deadline
n/a
l0
§ 6.2.2
Appraisal Objection Deadline
n/a
I 1
§ 7.1
Title Deadline
July 27 2009
12
§ 8.1
Title Objection Deadline
Jul 31 2009
13
§ 7.3
Survey Deadline
AU ust 3 2009
14
§ 8.3.2
Survey Objection Deadline
August 10 2009
15
7.2
Document Request Deadline
July 27 2009
16
§ 7.4.4
CIC Documents Deadline
n/a
17
§ 7.4.5
CIC Documents Objection Deadline
n/a
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§ 8.2
1 Off - Record Matters Deadline
Julv 27 2009
19
§ 8.2
Off - Record Matters Objection Deadline
JulV 31 2009
20
§ 8.6
Right of First Refusal Deadline
n/a
21
§ 10.1
Seller's Property Disclosure Deadline
July 3 2009
22
§ 10.2
Inspection Objection Deadline
July 27 2009
23
s 10.3
Inspection Resolution Deadline
July 31 2009
24
§ 10.5
Property Insurance Objection Deadline
We
25
§ 12
Closing Date
Au ust 17 2009
26
§ 17
Possession Date
Au ust 17 2009
27
§ 17
Possession Time
5:00 D.m. MT
28
T31
Acceptance Deadline Date
Jul 1 2009
29
§ 31
Acceptance Deadline Time
5:00 .m. MT
2.4. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N /A" or the word
"Deleted" means not applicable and when inserted on any line in Dates and Deadlines (§ 2.3), means that the corresponding provision of the
Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both
parties have signed this Contract.
CBSI- II -08. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page I of 10
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30 2.5. Day; Computation of Period of Days, Deadline.
31 2.5.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States Mountain Time
32 (Standard or Daylight Savings as applicable).
33 2.5.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, the first day is
34 excluded and the last day is included. e.g. three days after MEC. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday
35 (Holiday), such deadline m Shall ❑ Shall Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be
36 checked, the deadline shall not be extended.
3. INCLUSIONS AND EXCLUSIONS.
3.1. Inclusions. The Purchase Price includes the following items (Inclusions):
3.1.1. Fixtures. If attached to the Property on the date of this Contract, lighting, heating, plumbing, ventilating, and air
conditioning fixtures, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks /jacks, plants, mirrors, floor
coverings, intercom systems, built -in kitchen appliances, sprinkler systems and controls, built -in vacuum systems (including accessories), garage
door openers including n/a remote controls; and ❑ n/a
3.1.2. Personal Property. The following are included 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, fireplace inserts,
fireplace screens, fireplace grates, heating stoves, storage sheds, and all keys. If checked, the following are included: ❑Water Softeners
❑Smoke /Fire Detectors ❑Security Systems ❑Satellite Systems (including satellite dishes).
3.1.3. Other Inclusions.
n/a
The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal property taxes
for the year of Closing), liens and encumbrances, except n/a . Conveyance shall be by bill of sale or
other applicable legal instrument.
3.1.4. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows:
n/a
The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal property taxes for
the year of Closing), liens and encumbrances, except n/a Conveyance shall be by bill of
sale or other applicable legal instrument.
3.1.5. Parking and Storage Facilities. El Use Only [I Ownership of the following parking facilities: n/a
and ❑Use Only ❑Ownership of the following storage facilities: n/a
3.1.6. Water Rights. The following legally described water rights:
All water rights associated with the Property
Any water rights shall be conveyed by m Quit Claim Deed Deed ❑ Other applicable legal instrument. If any water
well is to be transferred to Buyer, Seller agrees to supply required information about such well to Buyer. Buyer understands that if the well to be
transferred is a Small Capacity Well or a Domestic Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or at Closing,
complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in
the Department of Natural Resources (Division), Buyer shall complete a registration of existing well form for the well and pay the cost of
registration. If no person will be providing a closing service in connection with the transaction, Buyer shall file the form with the Division within
sixty days after Closing. The Well Permit# is n/a
3.1.7. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows:
n/a
4.
3.2. Exclusions. The following items are excluded: n/a
PURCHASE PRICE AND TERMS.
4.1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows:
Loan
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4.2. Earnest Money. The Earnest Money set forth in this section, in the form of Qood Funds , is part payment
of the Purchase Price and shall be payable to and held by Stewart Title (Earnest Money Holder), in
its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the parties mutually
agree to an Alternative Earnest Money Deadline Q 23) for its payment. If Earnest Money Holder is other than the Brokerage Firm identified in
§ 33 or § 34 below, Closing Instructions signed by Buyer, Seller and Earnest Money Holder must be obtained on or before delivery of Earnest
Money to Earnest Money Holder. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing
Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a
CBSl- 11 -03. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 2 of 10
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fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest
accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund.
4.2.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest Money, if other than at the time of tender of the
Contract is as set forth as the Alternative Earnest Money Deadline (§ 2.3).
4.3. Cash at Closing. All amounts payable by the parties, at Closing, including Cash at Closing and closing costs, shall be in funds that
comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check
(Good Funds). All required Cash at Closing shall be paid to allow disbursement by Closing Company at the time of Closing OR SUCH PARTY
SHALL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, m Does ❑ Does Not have funds that are immediately
verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1.
4.4. Seller Concession. Seller, at Closing, shall pay or credit, as directed by Buyer, a total amount of S n/a to assist with
Buyer's closing costs, loan discount points, loan origination fees, prepaid items (including any amounts that Seller agrees to pay because Buyer is
not allowed to pay due to FHA, CHFA, VA, etc.), and any other fee, cost, charge, expense or expenditure related to Buyer's New Loan or other
allowable Seller concession (collectively, Seller Concession). The Seller Concession is in addition to any sum Seller has agreed to pay or credit
Buyer elsewhere in this Contract. If the amount of Seller Concession exceeds the aggregate of what is allowed, Seller shall not pay or be charged
such excess amount.
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CBSI- 11 -08. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 3 of 10
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7. EVIDENCE OF TITLE, SURVEY AND CIC DOCUMENTS.
7.1. Evidence of Title. On or before Title Deadline (§ 2.3), Seller shall cause to be furnished to Buyer, at Seller's expense, a current
commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or if this box is checked, [:]An
Abstract of title certified to a current date. If title insurance is furnished, Seller shall also deliver to Buyer copies of any abstracts of title covering
all or any portion of the Property (Abstract) in Seller's possession. At Seller's expense, Seller shall cause the title insurance policy to be issued and
delivered to Buyer as soon as practicable at or after Closing. The title insurance commitment mShall [- Not commit to delete or insure
over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanics'
liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to
the year of Closing.
Any additional premium expense to obtain this additional coverage shall be paid by 21Buyer ZSeller.
Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. Buyer shall have the right to review
the Title Commitment. If the Title Commitment or its provisions are not satisfactory to Buyer, Buyer may exercise Buyer's rights pursuant to § 8.1.
7.2. Copies of Exceptions. On or before Title Deadline (§ 2.3), Seller, at Seller's expense, shall furnish to Buyer and n/a
(1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment is required to be
furnished, and if this box is checked 0Copies of any Other Documents (or, if illegible, summaries of such documents) listed in the schedule of
exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to famish these documents pursuant to this section if
requested by Buyer any time on or before Document Request Deadline (§ 2.3). This requirement shall pertain only to documents as shown of
CBSI- 11 -08. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 4 of 10
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220 record in the office of the clerk and recorder in the county where the Property is located. The abstract or Title Commitment, together with any
221 copies or summaries of such documents furnished pursuant to this section, constitute the title documents (Title Documents).
222 7.3. Survey. On or before Survey Deadline (§ 2.3), ❑ Seller m Buyer shall order and cause Buyer (and the issuer of the Title
223 Commitment or the provider of the opinion of title if an abstract) to receive a current mlmprovement Survey Plat ❑Improvement Location
224 Certificate ❑ (the description checked is known as Survey). An amount not to exceed S 1000.00 for Survey shall be paid by
225 mBuyer ❑Seller. If the cost exceeds this amount, mBuyer []Seller shall pay the excess on or before Closing. Buyer shall not be obligated to
226 pay the excess unless Buyer is informed of the cost and delivers to Seller, before Survey is ordered, Buyer's written agreement to pay the required
227 amount to be paid by Buyer.
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265 4+5-- ':e_!:_', _!:c �; :c. :c :c ttsef- §-4:4-1- she+4epp15`
266 8. TITLE AND SURVEY REVIEW.
267 8.1. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title, form or
268 content of Title Commitment or of any other unsatisfactory title condition shown by the Title Documents, notwithstanding § 13, shall be signed by
269 or on behalf of Buyer and delivered to Seller on or before Title Objection Deadline (§ 2.3), or within five days after receipt by Buyer of any
270 change to the Title Documents or endorsement to the Title Commitment together with a copy of the document adding any new Exception to title. If
271 Seller does not receive Buyer's notice by the date specified above, Buyer accepts the condition of title as disclosed by the Title Documents as
272 satisfactory.
273 8.2. Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off - Record Matters Deadline (§ 2.3) true
274 copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including, without
275 limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of first refusal
276 and options) not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to investigate
277 if any third party has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, boundary line
278 discrepancy or water rights). Written notice of any unsatisfactory condition disclosed by Seller or revealed by such inspection, notwithstanding
279 § 13, shall be signed by or on behalf of Buyer and delivered to Seller on or before Off - Record Matters Objection Deadline (§ 2.3). If Seller does
280 not receive Buyer's notice by said deadline, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge.
281 8.3. Survey Review.
282 ❑ 8.3.1. Not Applicable. This § 8.3 shall not apply.
283 m 8.3.2. Conditional on Survey. If the box in this § 8.3.2 is checked, Buyer shall have the right to inspect the Survey. If written notice
284 by or on behalf of Buyer of any unsatisfactory condition shown by the Survey, notwithstanding § 8.2 or § 13, is received by Seller on or before
285 Survey Objection Deadline (§ 2.3) then such objection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice
286 by Survey Objection Deadline (§ 2.3), Buyer accepts the Survey as satisfactory.
CBS]- 11 -08. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 5 of 10
287 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS
288 PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY
289 OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT
290 THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE
291 SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING
292 REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH
293 DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
294 In the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as a result, if written notice, by
295 or on behalf of Buyer, is received by Seller on or before Off - Record Matters Objection Deadline (§ 2.3), this Contract shall terminate. If Seller
296 does not receive Buyer's notice by such deadline, Buyer accepts the effect of the Property's inclusion in such special taxing district and waives the
297 right to terminate for that reason.
298 8.5. Right to Object, Cure. Buyer's right to object shall include, but not be limited to, those matters set forth in §§ 8 and 13. If Seller
299 receives notice of unmerchantability of title or any other unsatisfactory title condition or commitment terms as provided in §§ 8.1, 8.2 and 8.3,
300 Seller shall use reasonable efforts to correct said items and bear any nominal expense to correct the same prior to Closing. If such unsatisfactory
301 title condition is not corrected to Buyer's satisfaction on or before Closing, this Contract shall terminate; provided, however, Buyer may, by written
302 notice received by Seller on or before Closing, waive objection to such items.
303 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve this Contract,
304 Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder of the right of first refusal exercises such
305 right or the holder of a right to approve disapproves this Contract, this Contract shall terminate. If the right of first refusal is waived explicitly or
306 expires, or the Contract is approved, this Contract shall remain in full force and effect. Seller shall promptly notify Buyer of the foregoing. If
307 expiration or waiver of the right of first refusal or Contract approval has not occurred on or before Right of First Refusal Deadline (§ 2.3), this
308 Contract shall terminate.
309 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully.
310 Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including without
311 limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and other unrecorded
312 agreements, and various laws and governmental regulations concerning land use, development and environmental matters. The surface estate may
313 be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include transfer of the
314 mineral rights or water rights. Third parties may hold interests in oil, gas, other minerals, geothermal energy or water on or under the
315 Property, which interests may give them rights to enter and use the Property. Such matters may be excluded from or not covered by the title
316 insurance policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict time limits provided in this
317 Contract [e.g., Title Objection Deadline (§ 2.3) and Off - Record Matters Objection Deadline (§ 2.3)].
318 9. LEAD -BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwellings for which a building
319 permit was issued prior to January I, 1978, this Contract shall be void unless (1) a completed Lead -Based Paint Disclosure (Sales) form is signed by
320 Seller, the required real estate licensees and Buyer, and (2) Seller receives the completed and fully executed form prior to the time when the
321 Contract is signed by all parties. Buyer acknowledges timely receipt of a completed Lead -Based Paint Disclosure (Sales) form signed by Seller and
322 the real estate licensees.
323 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, BUYER DISCLOSURE AND SOURCE OF WATER.
324 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 2.3), Seller agrees to deliver to Buyer
325 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to the best of
326 Seller's actual knowledge, current as of the date of this Contract.
327 10.2. Inspection Objection Deadline. Buyer shall have the right to have inspections of the physical condition of the Property and
328 Inclusions, at Buyer's expense. If (I ) the physical condition of the Property, (2) Inclusions, (3) any proposed or existing transportation project, road,
329 street or highway, or (4) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its
330 occupants is unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before Inspection Objection Deadline (§ 2.3):
331 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or
332 10.2.2. Notice to Correct. Deliver to Seller a written description of any unsatisfactory physical condition which Buyer requires
333 Seller to correct.
334 If written notice is not received by Seller on or before Inspection Objection Deadline (§ 2.3), the physical condition of the Property and
335 Inclusions shall be deemed to be satisfactory to Buyer.
336 10.3. Inspection Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in writing to a
337 settlement thereof on or before Inspection Resolution Deadline (§ 2.3), this Contract shall terminate one day following Inspection Resolution
338 Deadline (§ 2.3), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct.
339 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract, is responsible for payment for all inspections,
340 tests, surveys, engineering reports, or any other work performed at Buyer's request (Work) and shall pay for any damage that occurs to the Property
341 and Inclusions as a result of such Work. Buyer shall not permit claims or liens of any kind against the Property for Work performed on the Property
342 at Buyer's request. Buyer agrees to indemnity, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by
343 Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to
344 defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney and legal fees. The
345 provisions of this section shall survive the termination of this Contract.
346 10.5. Insurability. This Contract is conditional upon Buyer's satisfaction, in Buyer's subjective discretion, with the availability, terms and
347 conditions of and premium for property insurance. This Contract shall terminate upon Seller's receipt, on or before Property Insurance Objection
348 Deadline (§ 2.3), of Buyer's written notice that such insurance was not satisfactory to Buyer. If said notice is not timely received, Buyer shall have
349 waived any right to terminate under this provision.
350 10.6. Buyer Disclosure. Buyer represents that Buyer❑ Does Z Does Not need to sell and close a property to complete this transaction.
351 Note: Any property sale contingency should appear in Additional Provisions (§ 25).
352 10.7. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does m Does Not acknowledge
353 receipt of,,77�opy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property. Buyer
354 El Does (2 Does Not acknowledge receipt of a copy of the current well permit. ❑ Therc is No Well,
355 Noteto Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUNDWATER. YOU
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360
361
362
363
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365
366
367
368
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371
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374
375
376
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389
390
391
392
393
394
395
396
398
399
400
401
402
403
404
405
406
407
408
409
41.0
41-1-
4!-?
413
44-4
415
416
417
418
419
420
421
422
423
MAY WISH TO CON'T'ACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG-
TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES.
11. METHAMPHETAMINE LABORATORY DISCLOSURE (Residential Property Only). The parties acknowledge that Seller is required
to disclose whether Seller knows that the Property, if residential, was previously used as a mcthamphetamine laboratory. No disclosure is required if
the Properly was remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25 -18.5 -102, C.R.S. Buyer further
acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a
mcthamphetamine laboratory. If Buyer's test results indicate that the Property has been used as a mcthamphetamine laboratory, but has not been
remcdiated to meet the standards established by rules of the State Board of Health promulgated pursuant to § 25- 18.5 -102, C.R.S., Buyer shall
promptly give written notice to Seller of the results of the test, and Buyer may terminate this Contract.
12. CLOSING. Delivery of decd from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as the Closing Date
(§ 2.3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by buyer and Seller
13. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other terms and
provisions hereof, Seller shall execute and deliver a good and sufficient Sp. warranty deed to Buyer, at Closing, conveying the Property free
and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall be conveyed free and clear of all liens,
including any governmental liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall
be conveyed subject to:
13.1. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in
accordance with Title Review (§ 8. 1),
13.2. distribution utility casements (including cable TV),
13.3. those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and which
were accepted by Buyer in accordance with Matters Not Shown by the Public Records (§ 8.2) and Survey Review (§ 8.3),
13.4. inclusion of the Property within any special taxing district, and
13.5. other
14. 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.
15. CLOSING COSTS, DOCUMENTS AND SERVICES.
15.1. Good Funds. 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.
15.2. Closing Information and Documents. Buyer and Seller will furnish any additional information and documents required by Closing
Company that will be necessary to complete this transaction. Buyer and Seller shall sign and complete all customary or reasonably required
documents at or before Closing.
15.3. Closing Serv,iloC.�s Fee. The fee for real estate Closing services shall be paid at Closing by ❑Buyer ❑Seller 0 One - Half by Buyer
and One -Half by Seller UOther
15.4. 2sing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing Instructions. Such Closing
Instructions hCJAre ❑Are Not executed with this Contract. Upon execution, OSeller ❑Buyer shall deliver such Closing Instructions to the
Closing Company.
paid -by ❑ P fer ❑Se!!e O� H 'f -by-B per -ard ^ Tae- Ea:f- by- Sel:c:- ,hny- Eeansfer fees - assessed- by- Ehe�hssoeintion iflssoeintion's
Transfe. Fec) .,hall -be paid by EIRwyer ❑sanc: ^ne- Slolf- $y- B,ryer -a d -L-'n� Ha:f b,�SrFI.:
-'15.6. L ^ca! T...nsfer T-ax. I_IThrLoca! Transfer Ta.-of _ % nf- the-Purchase-Priershall be- paid -at- Closing -by ❑Buye.. ❑Seller
❑2n. Ral: b}�Bnye: -..: d- .,^,na -Hal: 'sy- Sel:ar.
i5''- 8 ' s-nna 05 Taz— Any -sties -and- use -to-x[ hot - may - accrue- beeaase- ef- rhis- ffansnetion ,hoA- be- yaid- 4vhon -du�by ❑°;•ry ^.r ❑Sc;:. ^ ^-
❑Jse'l...f..� Bw� d O e-H 'r �}'-S ^•!ter:
16. PROBATIONS. The following shall be prorated to Closing Date (§ 2.3), except as otherwise provided:
16.1. Taxes. Personal propert taxes, if any, and general real estate taxes for the year of Closing, based on ❑Taxes for the Calendar Year
Immediately Preceding Closing Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors
property tax exemption, or ❑Other
16.2. R^.nts: Rent, bascd-on ❑ Rents A - ia!!y- Received ❑ A ce.
ued -At Closing, - Seller - shall- transfer -or eredi'. -to- Buyer - the- sccuriiy
16.4. Other Prorations. Water and sewer charges, interest on continuing loan, and n/a
16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final.
17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date at Possession Time (§ 2.3), subject to the following
leases or tenancies:
No leases or tenancies
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 S 245.00 per day (or any part of a day notwithstanding § 2.5.1) from Possession Date and Possession Time (§ 2.3) until
possession is delivered.
CBS1- 11 -08. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 7 of 10
16.3: Association - Assessments- Gurrent regular- -Assoeiation-assessments- and - dues-- (Associat ion -- Assessments ) - paid- in- advanec-shall -be
eredited -to- Seller -at- C- losing- C-aslrreser-ves- held - out- of-the-regular-Assoeiation- Assessment , -foe-defereed- maimenanee-by- the- Assoeiationshal l -not
424 Buyer ❑Does orDoes Not represent that Buyer will occupy the Property as Buyer's principal residence.
425 18. ASSIGNABILITY AND INUREMENT. This Contractor Shall ❑Shall Not be assignable by Buyer without Seller's prior written consent.
426 Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of
427 the parties.
428 19. INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND WALK- THROUGH. Except as otherwise
429 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
430 and tear excepted.
431 19.1. Casualty Insurance. In the event the Property or Inclusions are damaged by fire or other casualty prior to Closing in an amount of not
432 more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before Closing Date (§ 2.3). In the event such damage
433 is not repaired within said time or if the damage exceeds such sum, this Contract may be terminated at the option of Buyer by delivering to Seller
434 written notice of termination on or before Closing. Should Buyer elect to carry out this Contract despite such damage, Buyer shall be entitled to a
435 credit at Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from such damage to the Property
436 and Inclusions, plus the amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the
437 event Seller has not received such insurance proceeds prior to Closing, then Seller shall assign such proceeds at Closing, plus credit Buyer the
438 amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase Price.
439 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including systems and components of the Property, e.g. heating,
440 plumbing) fail or be damaged between the date of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for
441 the repair or replacement of such Inclusion or service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that
442 the maintenance or replacement of such Inclusion, service or fixture is not the responsibility of the Association, if any, less any insurance proceeds
443 received by Buyer covering such repair or replacement. Seller and Buyer are aware of the existence of pre -owned home warranty programs that
444 may be purchased and may cover the repair or replacement of such Inclusions. The risk of loss for damage to growing crops by fire or other
445 casualty shall be home by the party entitled to the growing crops as provided in § 3.1.7 and such party shall be entitled to such insurance proceeds
446 or benefits for the growing crops.
447 19.3. Walk- Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the Property prior
448 to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
449 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that the respective
450 broker has advised that this document has important legal consequences and has recommended the examination of title and consultation with legal
451 and tax or other counsel before signing this Contract.
452 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof If any note or check received as Earnest Money
453 hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation hereunder is not performed or waived
454 as herein provided, there shall be the following remedies:
455 21.1. If Buyer is in Default:
456 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money (whether or not
457 paid by Buyer) shall be forfeited by Buyer, paid to Seller and retained by Seller; and Seller may recover such damages as may be proper; or Seller
458 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.
459 or 21.1.2. Liquidated Damages. All Earnest Money (whether or not paid by Buyer) shall be forfeited by Buyer, paid to Seller, and
460 retained by Seller. Both parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money specified in § 4.1 is
461 LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 19, 21.3,
462 22 and 23), said forfeiture shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller
463 expressly waives the remedies of specific performance and additional damages.
464 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received hereunder shall be
465 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
466 Buyer shall have the right to specific performance or damages, or both.
467 21.3. Cost and Expenses. In the event of any arbitration or litigation relating to this Contract, the arbitrator or court shall award to the
468 prevailing party all reasonable costs and expenses, including attorney and legal fees.
469 22. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first proceed in good
470 faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person who helps to resolve the dispute
471 informally and confidentially. Mediators cannot impose binding decisions. The parties to the dispute must agree before any settlement is binding.
472 The parties will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. The mediation, unless otherwise agreed,
473 shall terminate in the event the entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one
474 party to the other at the party's last known address. This section shall not alter any date in this Contract, unless otherwise agreed.
475 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest Money as directed by
476 written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money (notwithstanding any
477 termination of this Contract), Earnest Money Holder shall not be required to take any action. Earnest Money Holder, at its option and sole
478 discretion, may (1) await any proceeding, (2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction and shall
479 recover court costs and reasonable attorney and legal fees, or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a
480 copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred
481 twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In
482 the event Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest Money
483 Holder shall disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of Mediation (§ 22). The provisions
484 of this § 23 apply only if the Earnest Money Holder is one of the Brokerage Finns named in § 33 or § 34.
485 24. TERMINATION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the parties shall be
486 relieved of all obligations hereunder, subject to §§ 10.4, 22 and 23.
487 25. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.)
488
489
490
491
CBS1- I1 -08. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 8 of 10
492 26. ATTACHMENTS. The following are a part of this Contract:
493 Exhibit "A," legal description of the property; and Addendum to Agreement
494 Note: The following disclosure forms are attached but are not a part of this Contract:
495 n/a
496 27. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not limited to exercising
497 the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5) and Property Disclosure, Inspection,
498 Indemnity, Insurability, Buyer Disclosure and Source of Water (§ 10).
499 28. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute the entire
500 agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged
501 and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall be valid, binding upon the parties, or
502 enforceable unless made in writing and signed by the parties. Any obligation in this Contract that, by its terms, is intended to be performed after
503 termination or Closing shall survive the same.
504 29. FORECLOSURE DISCLOSURE AND PROTECTION. Seller acknowledges that, to Seller's current actual knowledge, the Property
505 ❑Is mIs Not in foreclosure. Buyer ❑ Will m Will Not occupy the Property as Buyer's personal residence for at least one year. In the event
506 this transaction is subject to the provisions of the Colorado Foreclosure Protection Act (the Act) (i.e., generally the Act requires that the Property is
507 residential, in foreclosure, and Buyer does not reside in it for at least one year), a different contract that complies with the provisions of the Act is
508 required, and this Contract shall be void and of no effect unless the Foreclosure Property Addendum is executed by all parties concurrent with the
509 signing of this Contract. Each party is further advised to consult with their own attorney.
510 30. NOTICE, DELIVERY, AND CHOICE OF LAW.
511 30.1. Physical Delivery. Except for the notice requesting mediation described in § 22, delivered after Closing, and except as provided in
512 § 30.2, all notices must be in writing. Any notice or document to Buyer shall be effective when physically received by Buyer, any individual buyer,
513 any representative of Buyer, or Brokerage Firm of Broker working with Buyer. Any notice or document to Seller shall be effective when physically
514 received by Seller, any individual seller, any representative of Seller, or Brokerage Finn of Broker working with Seller.
515 30.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document and any written notice may
516 be delivered in electronic form by the following indicated methods only: m Facsimile ❑ Email ❑ Internet ❑ No Electronic Delivery.
517 Documents with original signatures.shall be provided upon request of any party.
518 30.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the
519 State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property located in Colorado.
520 31. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced
521 by their signatures below, and the offering party receives notice of such acceptance pursuant to § 30 on or before Acceptance Deadline Date
522 (§ 2.3) and Acceptance Deadline Time (§ 2.3). If accepted, this document shall become a contract between Seller and Buyer. A copy of this
523 document may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed
524 to be a full and complete contract between the parties.
525
Date: July 29, 2009 Date:
Buyer's Name: Ea le Count Government Buyer's Name:
Buy 's Signature Buyer's Signature
Address: 500 Broadway Address:
Eagle Colorado 81631
Phone No.: (970) 328 -8685 Phone No.:
Fax No.: (970) 328 -8699 Fax No.:
Email Address: 5ara.fisher(a)eaglecounty.us Email Address:
526
527 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 321
Date: Date:
Seller's Name: Capital Funding Advisors LLC Seller's Name:
Seller's Signature
Address: 501 Anglers Drive, Suite 101
Steamboat Springs, CO 80487
Phone No.: (970) 879 -8765
Fax No.: (970) 879 -3033
Email Address: jslmon cDfundingadyisors.com
528
529
530
531
Seller's Signature
Address:
Phone No.:
Fax No.:
Email Address:
32. COUNTER; REJECTION. This offer is ❑Countered ❑Rejected.
Initials only of party (Buyer or Seller) who countered or rejected offer
CND OF CONTRACT TO BUY AND SELL REAL ESTATE
CBSl- 11 -08. CONTRACT TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 9 of 10
33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Buyer)
Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit specified in § 4 and, while not a party to the Contract, agrees to
cooperate upon request with any mediation concluded under § 22. Broker agrees that if Earnest Money Holder is other than the Brokerage Finn
identified in § 33 or § 34, Closing Instructions signed by Buyer, Seller, and Earnest Money Holder must be obtained on or before delivery of
Earnest Money to Earnest Money Holder.
Broker is working with Buyer as a ❑ Buyer's Agent ❑ Seller's Agent ❑ Transaction - Broker in this transaction. [:1 This is a Change of
Status.
Brokerage Firm's compensation or commission is to be paid by ❑Listing Brokerage Firm ❑ Buyer ❑
Date:
Brokerage Firm's Name:
Broker's Name:
Broker's Signature
Address:
Phone No.:
Fax No.:
Email Address:
34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
(To be completed by Broker working with Seller)
Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit specified in § 4 and, while not a party to the Contract, agrees to
cooperate upon request with any mediation concluded under § 22. Broker agrees that if Earnest Money Holder is other than the Brokerage Finn
identified in § 33 or § 34, Closing Instructions signed by Buyer, Seller, and Earnest Money Holder must be obtained on or before delivery of
Earnest Money to Earnest Money Holder.
Broker is working with Seller as a ❑ Seller's Agent❑ Buyer's Agent ❑ Transaction - Broker in this transaction. ❑ This is a Change of
Status.
Brokerage Firm's compensation or commission is to be paid by ❑Seller ❑ Buyer F Other
Date:
Brokerage Firm's Name:
Broker's Name:
Broker's Signature
Address:
Phone No.:
Fax No.:
Email Address:
532
etsst -I1 -us. CUN I RAC I' TO BUY AND SELL REAL ESTATE (ALL TYPES OF PROPERTIES) Page 10 of 10
EXHIBIT A
Legal Description
A parcel of land located in Tract 39, Section 3, Township 5 South, Range 86 West of the 6 Principal
Meridian according to the Independent Survey of said township and range as accepted by the U.S. Surveyor
General's office in Denver, Colorado on June 20, 1922, Said parcel being more specifically described as
follows:
Beghming at a point on the East boundary of said Tract 39, also being the Southeast Corner of a parcel of
land described in Book 188 at Page 569 of the records of the County of Eagle, Colorado;
Whence angle point I of said Tract 39 bears North 00 °01'02" East, 145.28 feet:
Thence South 89 0 57' 10" West, 633.61 feet on the South boundary of said parcel;
Thence North 10 0 59'00" West, 93.48 feet on the West boundary of said parcel to the Southerly R.O.W. of
Interstate 70;
Thence along the Southerly R.O.W. of Interstate 70; the following 4 courses and distances;
South 70 0 04'23" West, 232.68 feet;
South 56 °52'53" West, 305.30 feet;
South 71 °41'23" West, 1032.30 feet;
South 62 0 53'23" West, 306.49 feet;
To a point on the East boundary of a parcel of land described in Book 297 at Page 723 of the records of the
County of Eagle, Colorado;
Thence along the Easterly boundary of said parcel South 06 0 00'28" East, 561.33 feet to a point on line 3 -4
of said Tract 39;
Thence North 89 °55'25" East, 2319.62 feet on line 3 -4 of Tract 39 to comer 4 of Tract 39;
Thence North 00 °01'02" East, 1174.00 feet on line 4 -1 of Tract 39 to the Place of Beginning
LESS and EXCEPTING a Right of Way to The Denver and Ro Grande Western Railroad,
Said Right of Way is more specifically described as follows:
Beginning at the point of intersection of the northerly R.O.W. of said Railroad and line 4 -1 of said Tract 39
whence angle point I of said Tract 39 bears North 00 ° 01'02" East, 882.21 feet;
Thence on the northerly R.O.W. of said Railroad 254.34 feet on the arc of a curve to the right whose central
angle is 08 0 03'06 ", radius is 1809.86 feet, chord bearing of South 74 °49'53" West, a distance of 254.13
feet;
Thence South 78 °51'26" West, 1932.33 feet on the Northerly R.O.W. of said railroad to the point of
intersection with line 3 -4 of Tract 39;
Thence North 89 0 55'25" East, 1041.96 feet on line 3 -4 of Tract 39 to the point of intersection with the
Southerly R.O.W. of said Railroad;
Thence North 78 °51'26" East, 909.75 feet on the southerly R.O.W. of said Railroad;
Thence continuing on said R.O.W. 213.16 feet on the arc of a curve to the left whose central angle is
06 0 04'36 ", radius is 2009.86 feet and a chord bearing of North 75 0 49'07" East a distance of 213.06 feet to
the point of intersection with line 4 -1 of Tract 39;
Thence North 00 °01'02" East, 210.53 feet on line 4 -1 of Tract 39 to the Place of Beginning.
COUNTY OF EAGLE
STATE OF COLORADO
Real Estate
2 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
3 OTHER COUNSEL BEFORE SIGNING.
4 CLOSING INSTRUCTIONS
5
6 Date:
7 1. PARTIES, PROPERTY. Capital Funding Advisors, LLC ,Seller, and Eag e our y overnmen
8 Buyer, engage
Stewart rsere Company Closing Company, who agrees to provide closing and settlement services in
9 connection with the Closing of the transaction for the sale and purchase of the Property
10 known as No. 6024 us Highway 6, Gypsum, co 81637
11 Street Address City State Zip
12 and more fully described in the Contract to Buy and Sell Real Estate, dared June 29, 200 including any counterproposals and
13 amendments (Contract).
14
15 2. INFORMATION, PREPARATION. Closing Company is authorized to obtain any information necessary for the Closing. Closing
16 Company agrees to prepare, deliver, and record those documents (excluding legal documents) that are necessary to carry out the terms and
17 conditions of the Contract.
18
19 3. CLOSING FEE. Closing Company will receive a fee not to exceed s 5 0 0 . 0 0 for providing these closing and settlement services.
20 4. RELEASE, DISBURSEMENT. Closing Company is not authorized to release any signed documents or things of value prior to receipt
21 and disbursement of Good Funds, except as provided in §§ 8 and 9.
22 5. DISBURSER. Closing Company shall disburse all funds, including real estate commissions, except those funds as may be separately
23 disclosed in writing to Buyer and Seller by Closing Company or Buyer's lender on or before Closing. All parties agree that no one other than
24 the disburser can assure that payoff of loans and other disbursements will actually be made.
25 6. SELLER'S NET PROCEEDS. Seller will receive the net proceeds of Closing as indicated:
26 0 Cashier's Check, at Seller's expense IN Funds Electronically Transferred (wire transfer) to an account specified by Seller, at Seller's
27 expense 0 Closing Company's trust account check.
28 7. CLOSING STATEMENT. Closing Company will prepare and deliver an accurate, complete and detailed closing statement to Buyer
29 and Seller at time of Closing.
30 S. FAILURE OF CLOSING. If Closing or disbursement does not occur on or before Closing Date set forth in the Contract, Closing
31 Company, except as provided herein, is authorized and agrees to return all documents, monies, and things of value to the depositing party,
32 upon which Closing Company will be relieved from any further duty, responsibility or liability in connection with these Closing Instructions.
33 In addition, any promissory note, deed of trust or other evidence of indebtedness signed by Buyer shall be voided by Closing Company, with
34 the originals returned to Buyer and a copy to Buyer's lender.
35 9. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest Money as
36 directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money
37 (notwithstanding any termination of the Contract), Earnest Money Holder shall not be required to take any action. Earnest Money Holder, at
38 its option and sole discretion, may (1) await any proceeding, (2) interplead all parties and deposit Earnest Money into a court of competent
39 jurisdiction and shall recover court costs and reasonable attorney and legal fees, or (3) provide notice to Buyer and Seller that unless Earnest
40 Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the
41 lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder shall be authorized
42 to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the
43 monies at the time of any Order, Earnest Money Holder shall disburse the Earnest Money pursuant to the Order of the Court.
44 10. SUBSEQUENT AMENDMENTS. Any amendments to, or termination of, these Closing Instructions must be in writing and signed by
45 Buyer, Seller and Closing Company.
46 11. CHANGE IN OWNERSHIP OF WATER WELL. Within sixty days after Closing, Closing Company shall submit any required
47 Change in Ownership form or registration of existing well form to the Division of Water Resources in the Department of Natural Resources
48 (Division), with as much information as is available, and the Division shall be responsible for obtaining the necessary well registration
49 information directly from Buyer. Closing Company shall not be liable for delaying Closing to ensure Buyer completes any required form.
50 12. WITHHOLDING. The Internal Revenue Service and the Colorado Department of Revenue may require Closing Company to withhold
51 a substantial portion of the proceeds of this sale when Seller either (a) is a foreign person or (b) will not be a Colorado resident after Closing.
52 Seller should inquire of Seller's tax advisor to determine if withholding applies or if an exemption exists.
53 13. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate
54 Commission.)
55
56
57 14. COUNTERPARTS. This document may be executed by each party, separately, and when each party has executed a copy, such copies
58 taken together shall be deemed to be a full and complete contract between the parties.
59 15. BROKER'S COPIES. Closing Company shall provide, to each broker in this transaction, copies of all signed documents that such
60 brokers are required to maintain pursuant to the rules of the Colorado Real Estate Commission.
61 16. NOTICE, DELIVERY AND CHOICE OF LAW.
62 16.1. Physical Delivery. Except as provided in § 16.2, all notices must be in writing. Any notice or document to Buyer shall
63 be effective when physically received by Buyer, any individual buyer, any representative of Buyer, or Brokerage Firm of Broker working
64 with Buyer. Any notice or document to Seller shall be effective when physically received by Seller, any individual seller, any representative
65 of Seller, or Brokerage Finn of Broker working with Seller. Any notice or document to Closing Company shall be effective when physically
66 received by Closing Company, any individual of Closing Company, or any representative of Closing Company.
67 16.2. Electronic Delivery. As an alternative to physical delivery, any signed documents and written notice may be delivered
68 in electronic form by the following indicated methods only: 0 Facsimile 0 Email 0 Internet EX No Electronic Delivery. Documents
CL8-9 -08. CLOSING INSTRUCTIONS Page I of 3
Date:
Closing Company's Name:
Authorized Signature Title
Address:
Phone No.:
Fax No.:
Email Address:
76
(TO BE COMPLETED ONLY BY BROKER AND CLOSING COMPANY)
(Broker) ❑ Working with Seller ❑ Working with Buyer engages
Closing Company as Broker's scrivener to complete, for a fee not to exceed $ at the sole expense of Broker, the following
legal documents:
77 ❑ Deed ❑ Bill of Sale ❑ Colorado Real Estate Commission approved Promissory Note ❑ Colorado Real Estate Commission
78 approved Deed of Trust. Closing Company agrees to prepare, on behalf of Broker, the indicated legal documents pursuant to the terms and
79 conditions of the Contract.
80
81 The documents stated above shall be subject to Broker's review and approval and Broker acknowledges that Broker is responsible for the
82 accuracy of the above documents.
83
84
Date:
Brokerage Finn's Name:
Broker's Name:
Broker's Signature
85
CL8 -9 -08. CLOSING INSTRUCTIONS Page 2 of 3
69
with original signatures
shall be provide. upon request of any party.
70
16.3.
Choice of Law. This contract and all disputes arising hereunder shall be
governed by and construed in accordance with
71
the laws of the State of Colorado that would be applicable to Colorado residents who sign
a contract in this state for property located in
72
Colorado.
Date:
June 24, 2009 Date:
Buyer's Name:
E agle County Buyer's Name:
/ G Go ov �J ernment L-
Buye Signature
s
Buyer's Signature
Address:
500 Broadway Address:
Eagle, CO 81631
Phone No.:
970.328.8685 Phone No.:
Fax No.:
970.328.869. Fax No.:
Email Address:
sara. Eish Email Address:
73
Date:
Date:
Seller's Name:
Capital Funding advie0rs, DLC Seller's Name:
Seller's Signature
Seller's Signature
Address:
501 nntlera Drive, Ste. 101 Address:
Steamboat Spring_ CO 80487
Phone No.:
970.879.8769
Phone No.:
Fax No.:
970.879.3033
Fax No.:
Email Address:
Email Address:
74
75
Date:
Closing Company's Name:
Authorized Signature Title
Address:
Phone No.:
Fax No.:
Email Address:
76
(TO BE COMPLETED ONLY BY BROKER AND CLOSING COMPANY)
(Broker) ❑ Working with Seller ❑ Working with Buyer engages
Closing Company as Broker's scrivener to complete, for a fee not to exceed $ at the sole expense of Broker, the following
legal documents:
77 ❑ Deed ❑ Bill of Sale ❑ Colorado Real Estate Commission approved Promissory Note ❑ Colorado Real Estate Commission
78 approved Deed of Trust. Closing Company agrees to prepare, on behalf of Broker, the indicated legal documents pursuant to the terms and
79 conditions of the Contract.
80
81 The documents stated above shall be subject to Broker's review and approval and Broker acknowledges that Broker is responsible for the
82 accuracy of the above documents.
83
84
Date:
Brokerage Finn's Name:
Broker's Name:
Broker's Signature
85
CL8 -9 -08. CLOSING INSTRUCTIONS Page 2 of 3
Date:
Closing Company's Name:
Authorized Signature Title
86
CL8 -9 -08. CLOSING INSTRUCTIONS
Page 3 of 3
The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission.
CP40 -5 -09 Mandatory 7 -09
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
OTHER COUNSEL BEFORE SIGNING.
5 COUNTERPROPOSAL
7 Date: June 30, 2009
9 1. This Counterproposal shall supersede and replace any previous counterproposal. This Counterproposal amends the
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proposed contract dated June 29, 2009 (Contract), between CAPITAL FUNDING ADVISORS, LLC (Seller), and EAGLE
COUNTY GOVERNMENT (Buyer), relating to the sale and purchase of the following legally described real estate in the
County of Eagle, Colorado:
See attached Exhibit "A"
known as No. 6024 US Highway 6, Gypsum, Colorado 81637 (Property).
Street Address City State Zip
(NOTE: If any Item is left blank or the term "No Change" is inserted, it means no change. The abbreviation "N /A" or
the word "Deleted" means not applicable and when inserted on any line in Dates and Deadlines (§ 2.3) means that the
corresponding provision of the Contract to which reference is made is deleted,j
2. § 2.3. DATES AND DEADLINES. No change,
3. § 4. PURCHASE PRICE AND TERMS. No change.
4. ATTACHMENTS, The following are a part of this Counterproposal: Exhibit A, Legal Description; Addendum to
Agreement, as amended below.
Note: The following disclosure forms are attached but are not apart of this Counterproposal: Seller's Property Disclosure,
Source of Water Addendum.
5. OTHER CHANGES.
S.1 Paragraph g(ii) of the Addendum to Agreement is amended by adding the word "Seller" at the end thereof.
5.2 Paragraph j of the Addendum to Agreement is deleted. Seller has recently acquired title to the Property through
foreclosure. Buyer shall investigate title and all other aspects of the Property to Buyer's satisfaction prior to closing and
shall exercise its rights to terminate this Agreement if any aspect of the Property is unsatisfactory to Buyer. Except as
provided in 5.3 below, all provisions of the Agreement, including the Contract and the Addendum to Agreement, shall
merge into the closing.
53 As -Is Purchase BUYER UNDERSTANDS AND HEREBY AGREES THAT, IF BUYER CLOSES ON THE PURCHASE OF
THE PROPERTY, THEN BUYER IS PURCHASING THE PROPERTY IN AN "AS IS" CONDITION, "WITH ALL FAULTS," AND
THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE SPECIAL WARRANTY DEED DELIVERED AT CLOSING,
NEITHER SELLER NOR ANYONE ACTING FOR OR ON BEHALF OF SELLER HAS MADE, AND DOES NOT AND WILL NOT
MAKE, ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND,
NATURE OR TYPE WHATSOEVER WITH RESPECT TO THE PROPERTY INCLUDING, BY WAY OF DESCRIPTION BUT
NOT LIMITATION, THOSE AS TO CONDITION, MERCHANTABILITY , TENANTABILITY HABITABILITY, SUITABILITY
AND FITNESS FOR A PARTICULAR PURPOSE OR USE. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT
FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH M THIS AGREEMENT, BUYER HAS AND WILL RELY
SOLELY ON THE INSPECTIONS, INVESTIGATIONS, EXAMINATIONS, JUDGMENT AND EXPERTISE OF BUYER IN
ACQUIRING THE PROPERTY, AND NOT UPON ANY ALLEGED WARRANTIES, REPRESENTATIONS OR GUARANTEES OF
SELLER OR ANYONE ACTING FOR OR ON BEHALF OF SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES
THAT ANY DUE DILIGENCE MATERIALS AND OTHER INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR
TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY FROM THIRD -PARTY SOURCES
WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY
No. CP40 -5.09. COUNTERPROPOSAL Page 1 of 2
3
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ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR
THE OPERATION THEREOF FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING.
6. ACCEPTANCE DEADLINE. This Counterproposal shall expire unless accepted in writing by Seller and Buyer as
evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before
July 1 2009 5:00 p.m. MT
Date Time
If accepted, the Contract, as amended by this Counterproposal, shall become a contract between Seller and Buyer. All other
terms and conditions of the Contract shall remain the same.
Date:
Buyer's N ame: EAGLE COUNTY GOVERNMENT
Bv: (AnnJi _L 1 �►ka.
Buyer's Signature v
Address: 500 Broadway
Eagle, Colorado 81631
Phone No.: 970/328 -8685
Fax No.: 970/328 -8699
Email Address: Sara.fisher@eaalecountv.us
Date: - do
Seller's Name:.--�CA IP TALXUNL
Address:
Phone No.: 970/879 -8765
Fax No.: 970/879 -3033
Email Address: isimon@fundineadvisors.com
Date:
Buyer's Name:
Buyer's Signature
Address:
Phone No.:
Fax No.:
Email Address:
Date:
Seller's Name:
Seller's Signature
Address:
Phone No.:
Fax No.:
Email Address:
70
71 Note: When this Counterproposal form is used, the Contract is not to be signed by the party initiating this Counterproposal.
72 Brokers must complete and sign the Broker's Acknowledgments and Compensation Disclosure portion of the Contract.
73
No. CP40.5 -09, COUNTERPROPOSAL
Page 2 of 2
EXHIBIT A
Legal Descrioiion
A parcel of land located in Tract 39, Section 3, Township 5 South, Range 86 West of the 6" Principal
Meridian according to the Independent Survey of said township and range as accepted by the U.S. Surveyor
General's office in Denver, Colorado on June 20, 1922, Said parcel being mare specifically described as
follows;
Beginning at a point on the East boundary of said Tract 39, also being the Southeast Corner of a parcel of
land described in Book 138 at Page 569 of the records of the County of Eagle, Colorado;
Whence angle point I of said Tract 39 bears North 00 °01'02" East, 145.28 feet;
Thence South 89 West, 633.61 feet on the South boundary of said parcel;
Thence North 10 0 59'00" West, 93.48 feet on the West boundary of said parcel to the Southerly R.O.W. of
Interstate 70;
'Thence along the Southerly R,O.W, of Interstate 70; the following 4 courses and distances;
South 70 0 04'23" West, 232.68 feet;
South 56 0 52'53" West, 305.30 feet; °
South 71 P23" West, 1032.30 feet;
South 62 0 53'23" West, 306.49 feet;
To a point on the East boundary of a parcel of land described in Book 297 at Page 723 of the records of the
county of Eagle, Colorado;
Thence along the Easterly boundary of said parcel South 06 0 00'28" East, 561.33 feet to a point on line 3 -4
of said Tract 39;
Thence North 89 9 55'25" East, 2319.62 feet on line 3.4 ofTmci 39 to comer of Tact 39;
Thence North 00 0 01'02" East, 1174.00 feet on line 4 -1 of Tract 39 to the Place of Beginning
LESS and EXCEPTIN43 a Right of Way to The Denver and Ro Grande Western Railroad,
Said Right of way is more specifically described as follows:
Beginning at the point of intersection of the northerly R.O.W. of said Railroad and tine 4.1 of said Tract 39
whence angle point I of said Tract 39 bears North 00 °0['02" East, 882,21 feet;
Thence on the northerly R.O.W. of said Railroad 254,34 foot on the are of curve to the Tight whose contra]
angle is 08 °03'06', radius is 1809.86 feet, chord bearing of South 74 °49'53" West, a distance of 254.13
fact;
Thence South 78 0 51'26" West, 1932.33 feet on the Northerly R.O.W. of said railroad to the point of
intersection with line 3 -4 of Tract 39;
Thence North 89 °55'25" East, 1041.96 feet on line 3-4 of Tract 39 to the point of intersection with the
Southerly R.O.W. of sold Railroad;
Thence North 78 °51'26" Fast, 909.75 feet on the southerly R.O.W. of said Railroad;
Thence continuing on said R.O.W. 213.16 feet on the arc of a curve to the left whose central angle is
06 0 04 1 36 ", radius is 2009.86 feet and a chord bearing of North 75 0 49 1 07" East a distance of 213.06 feet to
the point of intersection with line 4.1 of Tract 39;
Thence North 00 ° 01'02" East, 210.53 feet on line 4.1 of Tract 39 to the Place of Beginning.
COUNTY OF EAGLE
STATE OF COLORADO
j u
ADDENDUM TO AGREEMENT
This Addendum is being executed simultaneously, in consideration of and as part of the
foregoing Agreement to Buy and Sell Real Estate between Eagle County, Colorado ( "Buyer ")
and Capital Funding Advisors, LLC ( "Seller ") (hereinafter "Agreement "), This Addendum shall
take precedence over and supersede any provision to the contrary contained in the Agreement.
a. Seller understands that this Agreement must be approved and ratified by the Eagle
County Board of County Commissioners at a regularly scheduled and public meeting. Upon
acceptance by Seller, Buyer shall schedule said public meeting within twenty (20) days and this
Agreement will become effective upon County Commissioner affirmative motion on the same.
For purposes of this Agreement, MEC (date of mutual execution of this Agreement as defined in
Section 2.4) shall be the date approved by the Eagle County Board of County Commissioners at
such public meeting.
b. The Earnest Money shall be held by Steward Title in its trust account on behalf of both
Seller and Buyer. The Earnest Money deposit shall be tendered within fifteen (15) business days
after the MEC. The parties authorize delivery of the Earnest Money deposit to the closing
company at or before closing. All interest earned on the Earnest Money shall be the sole
property of Buyer, In the event this Agreement is terminated by Buyer pursuant to the
provisions of this Agreement, the Earnest Money, together with interest thereon, shall be
returned immediately to the Buyer. Seller's right to retain the Earnest Money shall be Seller's
sole remedy in the event of a default by the Buyer.
C. In the event of any default by Seller under the terms of any encumbrance on the Property,
or any part thereof, or in the event of any failure by Seller to secure any necessary release or to
pay any tax, assessment or levy on the Property, Buyer shall have the right, but not the
obligation, to cure such breach, secure such release or make such payments, as the case may be,
and the costs of so doing (including the costs of paying principal, interest, late charges, default
interest, release fees, trustee's fees, reasonable attorney fees, taxes, and assessments) shall be
deducted from the Purchase Price at Closing.
d. If the Closing Date is to occur on a holiday or other non - business day, or if any date or
deadline set forth in this agreement expires on a holiday or other non - business day, then such
Closing Date or other date or deadline shall be extended to the next business day.
e. No later than July 3, 2009, Seller shall deliver to Buyer all soils, percolation, water,
environmental, traffic and other similar reports or studies of the Property and all surveys of the
Property in Seller's possession or reasonably available to Seller at no cost to Buyer.
f. Buyer's Preclosing Condition. In addition to the conditions described in the Agreement,
Buyer's obligation to purchase the Property is expressly conditioned upon the following
condition. Notwithstanding anything to the contrary contained in this Agreement, Buyer may
terminate this Agreement at any time if the following condition is not met on or before the
Closing Date. In the event the Agreement is so terminated, all rights and obligations of Buyer
and Seller shall terminate immediately and Buyer's Earnest Money, plus all interest accrued,
shall be returned to Buyer.
(i) Buyer shall have through the Resolution Deadline in which to obtain funding
through the County Open Space Program using Open Space Funds. This
Agreement is conditioned upon approval of the County's use of Open Space
Funds by the Eagle County Board of County Commissioners at a regularly
scheduled public meeting following a funding recommendation by the Eagle
County Open Space Advisory Committee ( "OSAC ") and nothing herein shall be
deemed a pre - approval of such funding by the Board of County Commissioners.
Upon acceptance by Seller, Buyer shall schedule a meeting before OSAC for the
committee's evaluation and recommendation. Within ten (10) days of OSAC
recommendation, Buyer shall schedule a public meeting before the Board of
County Commissioners.
(ii) There shall be no material or adverse change in the physical condition of the
Property between the date hereof and Closing.
(iii) Seller shall have performed and reserved all of its covenants and obligations
contained in this Agreement.
(iv) All contracts affecting the Property (other than this Agreement) must be
terminated.
g. Representation and Warranties of Seller.
(i) Seller has full power and authority to enter into this Agreement and consummate
the transaction contemplated hereunder.
(ii) Seller has good and marketable title to the Property, free and clear of all liens and
encumbrances created by, through, or under.
(iii) The entering into and consummation of the transaction contemplated hereunder
will not conflict with, result in the breach of, or constitute a default under or
violation of any of the terms and provisions of any contract, lease, or other
contract to which the Seller is a party or by which Seller may be bound or, to the
best knowledge and belief of Seller, of any law, rule, license, regulation,
judgment, order or decree governing or affecting Seller or the Property.
(iv) There are no actions,.suits or proceedings pending, or to the best knowledge and
belief of Seiler, threatened against Seller or the Property, which might adversely
affect Seller, or the Property.
(v) Seller has not received any notice and has no knowledge of the assertion of any
violation of any law, rule, regulation, or order with respect to the Property. Seller
A — , 6
Initials
�
has all licenses, permits, certificates, orders, approvals and authority from all
governmental agencies, which are necessary for ownership of the Property.
(vi) To the best of Seller's knowledge, no portion of the Property has been condemned
and, to the best of Seller's knowledge, there are no presently pending or
threatened special assessments or condemnation actions with respect to the
Property, nor has Seller received any notice of any special assessment of
condemnation action being contemplated, To the best of Seller's knowledge,
there is no pending or threatened action by any governmental or quasi -
governmental agency to acquire or condemn any part of the Property.
(vii) Seller agrees between the date of this Agreement and Closing, Seller (i) shall not
dispose of any interest in the Property and shall not, without Buyer's consent,
mortgage, pledge or subject to lien or encumbrance any interest in the Property;
(ii) shall not, without the consent of Buyer, agree to or consent to any restrictions,
covenants, conditions, easements, encroachments, lease or any similar matter
affecting the Property or any part thereof; and (iii) shall not, without the consent
of Buyer, seek or consent to any zoning, platting, replatting, subdivision or other
change affecting the use of the Property.
h. The Seller's Property Disclosure form referred to in Paragraph 10 of the Agreement shall
mean the then current Colorado Real Estate Commission approved "Seller's Property
Disclosure" form for use in the purchase and sale of vacant land,
L All notices or deliveries required under this Agreement shall either be (i) hand delivered,
(ii) given by first class U. S. Mail directed to the address of Buyer or Seller set forth under their
respective signatures or their respective agents as set forth in this Agreement, (iii) given by
overnight courier directed to the address of Buyer or Seller set forth under their respective
signatures, or (iv) by facsimile transmission to the number set forth under Buyer's or Seller's
respective signatures. All notices so given shall be considered effective (i) if hand - delivered,
when received, (ii) if by mail, three (3) days after deposit in the U. S. mail postage prepaid, with
the United States Postal Service, (iii) if by overnight courier, one (1) day after deposit with
overnight courier company or (iv) if by facsimile transmission, upon receipt of a machine-
generated confirmation of a complete transaction of all pages. Either party may change the
address or facsimile number to which future notices shall be sent by notice given in accordance
with this section.
j. All representations, warranties, indemnities and covenants made herein shall survive the
termination of this Agreement prior to Closing, or alternatively, the Closing of this Agreement
and the conveyance of title hereunder, as the case may be, and shall remain enforceable after
either of such events.
k. This Agreement shall not be construed more strictly against one party than against the
other merely by virtue of the fact that it may have been prepared by counsel for one of the
parties, it being acknowledged by each of the parties hereto that each party has contributed
substantially and materially to the preparation of this Agreement,
1. Each party to this Agreement has had the opportunity to consult with independent legal
counsel of their own choice or have voluntarily declined to seek such counsel. Nothing
contained in this paragraph is intended to waive Seller's right to attorney review as provided by
paragraph g (i) herein.
M, Buyer acknowledges and understands that Seller may be using the Property for a 1031
property exchange and will cooperate with Seller in such process. All costs to Buyer associated
with the same will be at Seller's sole expense.
n. Buyer acknowledges that the improvement on the Property is being sold in the condition
as currently exist and that no repairs will be made before closing.
Dated this i day of 2009.
Buyer: EAGLE COUNTY GOVERNMENT
BY AND THROUGH rrS BOARD OF
COUNTY COMMISSIONERS
P.O. Box 850
500 Broadway
Eagle, Colorado 81631
(970) 328 -8685 (phone)
(970) 328 -8699 (fax)
CL CD &j 4 " —
J. Fisher, Cirairman
Seller: Capital Funding Advisors, LLC
501 Angler Drive, Suite 101
mboat Springs, CO 80487
Title
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