HomeMy WebLinkAboutC02-288 Bull Pasture_Buy and Sell agreement_GE10/23/2002 04: 23 KRNTOR TRYLUK P'UUHK I HY NX1 1411HNN y 17 ruJGCOo= .ru. r- 1 LVW9.0 .+ ¢ct-22-•2S02 03:02om From -EAGLE COUNT" `*TORNEY OFFICE 9703288699 T-784 P.002/023 F-374 The printed portions of this form have been approved by 1 the COltxado Real Estate Commission. (CBS 2.9-99) 2 3 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX 4 OR OTHER COUNSEL BEFORE SIGNING. 5 6 CONTRACT TO BUY AND SELL REAL. ESTATE 7 (COMMERCIAL -ASSUMPTION) 8 Date: ` _ Clctelbe� 9 10 1. AGE IE AIT. Juyer agrees to bey and the undersigned Seller agrees to $ett the Property 0� . oed below on the terms and 11 conditions Set forth in UJs contract 12 2. AERNED- Ms. 3 a. AM Buyer Q„ , will take title to the 1rBei property des�ed below as Joint Tenants Tenants1n Common CMer 15 b. 2= The Property is the following legally described real estate: 16 Lot 16, Golden Eagle Elderly Housing, a Msabdivlsios Of a resubdlvision of Lot 9, Block I, The Bull 17 PasWr'e, according to the rW.0rdedp1at thereof, recorded Jtlly 18, 1984 in Book 420 at Page 259 as Reception No. 316528 and more p&WcUJa►ly described in aftched Erhl 'A' and made a part hereof by reference thereto. 18 in the County of Eagle _._,Calorado. 19 comntcnly known as No. Fjg& Colamdo RIM 20 -.0 Sheet Address City State rp 21 together with the lrterests, easements. rights, benefits. improvements and attached "res appurtenant thereto, all intemst of Seller in 22 vacated streets and alleys adjacent thereto, except as herein excluded. 23 C. 04O and Onadlinss. 24 Poem No. Reference Event Date or Deadrine } nva 0 wa 0 sup.06 6 Re' ` Fa� NIA ' NIA 5 § 5d elg roan Documents Deadline January B, 2003 ra § 5d ObJect on to fWafps Loan Deadline January 1s, 2003 7 § 5d Approval of Loan Transfer Deadline January 96, 2003 $ "& N/A 9 § 7a _ Tide Deadline O h" 310 2002 40 '§' NIA III § _ Do —cement Requed Deadline October 39, 2002 42 § 8a `Title Objedion Deadline November 4, 2002 13 § Off -Record Matters Deadline .�. October 31, 2002 14 § 8b Off -Record Matters Objection Deadline November A. 2002 15 § tQ Seller's Property Disclosure Deadline October31, 2002 'E6erh Ispeavell lobjeeffall seat&&— Ili/A X(A 18 § 17 Closing Date ,January 31, 2003 19 § 16 Possession Date At Closing 20 916 Possession lime At Closing 21 § 28 AccepUnce Deadrine Date Ua-f ben , 2=2 22 1 § 28 Acceptance Deadline 'rrnA ---` 12.,,00 Noon Msr 25 1 . CBS 2 9-N Contractw Buy and 8e11 Real Estate (Commercial -Assumption) Pa e 1 of 8 This fog„ F v&cad ey. -dWC4Wr7JWW00 o - e=30,10V Buyer Initials , Seller Initials 10/23/2002 04:23 KRNTOR TRYLOR MCCRRTHY BRITZMRNN 4 19703288699 Oct-22-2002 03:02pm From -EAGLE COIIN♦v "TTORNEY OFFICE 9703288690 NO.275 9004 T-784 P.003/023 F-374 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41. 42 43 44 45 46 47 49 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 exhlbits,'aftachments and addenda area part of this contract- 1F.rI,lb An Lr9grd- 1 DaSVfjAjjM- EXhM 1 Z'r Addendum e. Apolleabilityof a s. A check or similar mark in a box means that such provision is applicable. The abbreviation "NIA' means not applicable. 3. INCLUS[GNS AND EXCLUSION& a. The Purcrume Price Enciudes the fotbwing items (IndusionsX (1) Fiftmm. If attaches to tho Property on the date of this contract. lighting. hooting. plumbing. ventilating, and air conditioning fixtures. inside telephwe wiling and cotmect,'mg blodmrrd w, plants, mirrors, floor coverings. Intercom systems, sprinklersystems and controls. and See Fftift°' tad . ocher Inclusions. If on the Property whether attached or not on tha date of this contract: storm windows. storm doors, window and porch shades, awnings, bundo, screem window coverings. Curtain rods, drapery rods. storage sheds, and all keys. Check box if Included: X Smokafre Doctors# 9 Sewd[W Systems: and Bee�rfir�llf 'B' (3) Tmde Fig ms. With respect to trade fixtures, Seiler and Buyer agree as follows: See E1rh&: 'B' b. Ins u�Ts of! r. The Inclusions are to be oornreyefl at Closing free and clear of all taxes, liens and encumbrances, exceptas provided in§ 12. Commyaneeshall Bebybillofsale orother applicable legal instntment(s). c. Exclusions. The following attacked fixtures are excluded from this We: None 4� PURCHASE PRIcigND TERMS The Purchase Price set forth oetow shall be payable in U.S. Dollam by Buyer as follows,. Item No. Reference: Item IAmount Amount 1 § 4 Purchase Pdce $ 1060000M 2 § 4a Earnest Money 25,0130 3 § 4b New 1600* Grants =J1700 4 § 4c Assumption Balance — Rural D v J,o meat USDA Esti nate 1010701009 5 § 4d Seller or Private Financing 8 I § 4e I CaSh at Closing Estitaate 1981991 7 1 1 TOTAL S 106000000 3 1,600,000 a. Eamest Money. The Earnest Money set toM in MIS 400on. IA the form of � a CgdMd check . is part payment of the P rchase price and shall be payable to and held by Land Title Guarantee Co. . in its trust account. on behalf of bath Seiler and Buyer. ' br ' * Such earnest money shall be delivered to Land Title Guarantee Company within 48 hours of acceptance by Seller. Such earnest money shall be held in an interest bearing account. a: Ole aas N •� jib . q Rim .� = Assornvit5arr) Buyer Initials Seller Inl ats � �+ Ynit roan pca�eacr isy: FIJM,fitl�s�tQ1'`lar tw��toZ� 10/23/2002 04:23 KRNTUR IHYLUR MCURXIHY bK1IZMHNN 111y'res���byy Oct-22-2002 03:02pm -From-EAGLE COIF"" "TTORNEY OFFICE 9703289690 NU. dd'(Z) LOU= T-784 P-004/029 F-374 75 76 77 78 79 so $l 82 83 84 85 86 87 8s 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 11I 112 113 114 115 116 117 118 1I9 120 121 122 123 124 125 126 127 123 129 e. Cash at Cimino, All amounts paid py Buyer at Closing including Cash at Closing, pies Buyers d ing c09ty, shah be in funds which comply with all applicable Colorado taws, which Include cash, electronic transfer funds, car lIfied check, savings and loan teller's check and cashier's check (Good Funds} S. FINANCIN _ CONDITIONS AND OBUGA71 S. See Exhibit "B" b: .%7r Uls 1.: .4 Z1:1.1PR���• _ - - CBS 2.9-90 Contract to Buy and Sell Real Estate (Comrrlercial - Assumption) Page 3 of 8 Buyer Initials Seller initials Ta Qan, pv*= ay; Fivrrna 1W=r`p .Spy'! 10/23/2002 04: 23 KANTOR TAYLOR MCCAR-I HY 1:1KI I LMHNN � 7.y'Nu. efn W1016b Oct-22.2002 03-:03pm -From-EAGLE COl" "' "TORflEY OFFICE 9703289699 T-784 P-005/023 F-374 130 6. APPii A SAL I!ROVIS_S. 131 a. A>saralsal Condition. This subsection a. Q Shad It Shall Not apply. , 132 Buyer shall have the sole option and election to terminate this contract if the Purchase Price exceeds the Property's valuation I33 determined by an appraiser engaged by AIIA� The contract shall terminate by Buyer giving Seller written notice 134 of termination and either a copy of such appraisal or written notice from lender which confirms the Proparty's valuation is less than the 135 Purchase Prsco. received on or before the Appraisal Deadline (§ 2c). If Seller does not receive such written notice of Wm inalibn on or 136 before the Appraisal Deadline (§ 24 Buyer waives any right to terminate under this subsection. 137 b. Qd-d, r arafsal_ Cost of any epordlsal to be obtained after the date of this contract shall be timely paid 138 by 0 4uyer 0 Seller. 139 7.AcE OF TITLE. 140 a* t2%ridanoe of Tm03� Buyer .it or before Title DeadCne (§ 2c), Seller shall cause to be furnished to Bu. 141 at Sellers expense. a current commitment for owner's title insurance policy in an amount equal to the Purchase Price or if this box is 142 checked, O An Abstract of title certified to a cunsnt date_ If a We insurance commitment is furnished, it X Shall C7 Shall Not 143 commit to delete or insure over the standard exceptions whM relate to 144 (1) parties in possession, 145 (2) unrecorded easements. 146 (3) survey matters, 147 (4) any unrecorded meehanlas' hens. 149 (5) gap period (effective date of commitment to date deed is recorded), and 149 (a) unpaid faxes0 assessmerb and unredeemed tax sales prior to the year of dosing. 150 Any addlnonal premium expense to obtain this addifortal coverage shall be paid by 19 Buyer D Seller. An amount not to 151 exceed $ ZS00_00 for the cost of any improvement location certtticate or survey shall be paid by X Buyer 0 Seller. if 152 the cost exceeds this amount, BjjjW shall pay the excess an or before Closing. The improvement location certificate or 153 survey shall be received by Buyer onorbefcre Survey Deadline (§ 2a). Seller shall cause the title Insurance policy to be delivered to •1S4 Buyer as soon as practicable at or after Closing. 155 b. Caaies of 1bcc9ptsons. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer, (1) a copy 156 of any plats, declafations, covenants, conditions and restrictions burdening the Property, and (2) if a title insurance commitment is 157 requlred to be Fumished, and if this box is checked XCepies of any Other Documents (or, If Illegible, summaries of such documents) 159 listed in the schedule of exceptions (Exceptions). Even if the box is not checked,, Seller shall have the obligation to furnish these 159 documents pursuant to this subsection If requested by Buyer any time on or before the Document Request Deadline (§ 2c). This 160 requirement shall pertain only to documents as shown of record in the office of the cleric and recorder(s). The abstract or title insurance 161 commitment, together with any copies or summaries of such documents furnished pursuant to this Section, constitute the title 162 documents (T tle Documents). 163 S. TMILEs 164 a. Title Revlew. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of 165 unrnertnantability of We at of any other unsattsfaatery title condition shown ny the Title Documents shag be signed by or on behalf of 166 Buyer and given to Seller on or before Title Objection Deadline (§ 2c). orwithin five (6) calendar days after receipt by Buyer of any 167 Tttlepocumerit(s) or endorsements) adding new Exception(s) to the title commitment together with a copy of the Title Document 168 adding new Exceptlon(s) to Ole. If Seiler does not receive Buyers notice by the date(s) specified above. Buyer accepts the Bond* cn of I69 tide as disclosed by tlhe Titte bacuments as satisfactory. 170 171 Deadline (§ 2c) true copies of all leases) and survey(s) in Seller's possession pertaining to t ose to Buyer all 172 easements, lions or other We matters not shown by the public records as actual kw&ledge. Buyer shall have the right 173 to inspect the Property to determine if any third p y right In the Property not shown by the public records (such as an 174 unrecorded easement, unrecorded ary lime discrepancy). Written notice of any unsatisfactory condition(s) disclosed by 175 Seller or revealed b vn shall be signed by ar on behalf of Buyer and given to Seller on or before Off -Record Matters 176 Dbje in (§ 2c). If Seller does not recalve Buyer's notice by said date, Buyer accepts title subject to such rights. if any. of 177 178 in4 Qlstriefs. SPECIAL TAKING COMCTS MAY OF SU13.IECT TO GENERAL 4BUGATION INDEBTEDNESS THAT 179 IS PAID BY REVENUES PRODUCEO FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY DINNERS tN 180 SUCH DISTRICTS MAY BE PLACED AT RISK FOR IMCW-ASEO MILL LEVIES AND EXCESSIVE TAX SURi UNS TO SUPPORT THE SFRVIGING OF SUCH 1 g l DE13ThMEM CIRCUMSTANCES ARISE RESULTING IN THE ENABEU'tY OF SUCH ADISTRICT To OLWHARGE SUCH INDEBTEDNESS WITHCUT SUCH 182 AN INCREASE IN MALL LEVIES. BUYER SHOULD INVESTIGATE THE DEI3T FINANCING Rveen s OF THE AUTHORIZED GENERAL OBLIGATION 183 INDESTECINESS OF SUCH DISTRICT$, FaOMG MILL. LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR 184 AN WCW.ASr: IN SUCK WLL LEMES. CBS 2-Mg Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 4 of 8 Buyer Initials ,..s Seller initials This %m'I p ad wd by. F2FA2U1a l�/r w nW*zo $00,9,1f1`tX2'! 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 17007 Oct-22S2002 03•:03pm •From -EAGLE CO'' '-TORNEY OFFICE 9703260699 T-1`84 P•006/023 F-374 185 In the event the Property is located within a special !axing 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 Deatt[Ine (§ 2c). this contract shall then terminate. 187 If Seller does not receive Buyer's notice by such date. Buyer accepts the effect of the Property's inclusion in such special taxing 188 district(s) and waives the right to so terminate. 189 d. Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title cond'it on(s) or Igo commitment terms as provided in 18 a or b above. Sellershall use reasonable effort to correct said items and bear any nominal expense 191 to correct the same prior to Closing. If such unsatisfactory 409 condition(s) are not corrected on or before Closing. this contract shall 02 then temunalm, provided, however, Buyer may, bywrittsn notice received by Setter, on or before Closing, waive oWdlon to Such it"=. 193 .6. _Title Advisor- The Title Documents affect the title. ownership and use of the Property and should be reviewed 194 carefully. Additionally, other.rnatters not reflected in the Title Documents may affect the title, ownership c ",r; use of the Property. 195 including without limliatlon bou6dary lines and encroachments, area, zoning, unn=ided easements and claims of barswi rb. leases and 196 other unrecorded agreements, and various laws and governmental reeuudions concerning land use. deverlopmentand environmental 197 matters. THE SUIVACF ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE. AND 198 TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUD9 TRANSFER OF THE MINERAL RiGHTS. 199 THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL. ENERGY OR WATER ON 200 OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE PROPERTY. 201 Such matters may be excluded from the title insurance polfcy. Buyer is advised to timely consult legal counsel with rasped to all such 202 matters as there are strict time limits provided in this contract (e.g.. Title Objection Deadline [§ 20] and Off -Record Matters 20 Objection Dondliile (§ 2cj). 204 9. LEAD -BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwelfng(s) for which 205 a bul Iding permit was issued prior to January 1, 1978, this contract shall be void unless a completed Lead -Based Paint Disclosure 206 (Sales) tom, is signed by Seller and the required real eMle fterweeft which must occur priorto the parties signing this contract. 207 10. P-ROPiER31 DISCLOSURE AND INSPECTION. On or before Salters Property Disclosure Deadline (§ 2c}, Seller 208 agrees to provide Buyer with a WC�[•tten 2D9 - can patgii- wrote a !eS S wa ra t: on Since a lee9 210 • * � S P P r ypor ins p ysic con�i dI 21i 212 ' 213 , 214 ' 215 2.16 217 ' 218 is: 219 220 221 C. Damaae: Liens: (ridemniiy. Buyer is responsible for payment for all inspections, surveys, engineering reports or 222 for any other worst performed at Buyer's request and shall payfotany damage which occurs to the Property and Inclusions as a result of 223 such activities. Buyer shall not permit claims or liens of any Iand against the Property for Inspections, surveys, engineering reports and 224 for any other work performed cn the Properly at Buyers request. Buyer agrees to indemnify, protect and hold Seller harmless from and 2.25 against any Wbility. damage, cost or expense incurred by Seller in connection wM any such inspection. Claim, or Ron. This ftrdemniity 226 includes Sellers right to recover all costs and expenses Incurred by Seller to enforce this subsection, including Seller's reasonable 227 attorney fees. The provisions of this subsection shall survive the termination of this contract. 228 11. CLO-SING, DeWery of deW(S) from Seller to Buyer shall be at Closing (Closing). Closing shall be on the date specified as 229 the Closing Date (§ 26) or by mutual agreement at an earlier date. The hour and place of dosing shall be as designated by 230 mLoaiAEWgMentof &2 aeffo - -- 231 12. TRANSFER OF TITLE Subject to tender of payment at Closing as required herein and compgarce by suyerwith the other 232 terms and provisions hereof, Seller shall execute and deliver a good and Sufilaent„-_g,W,= fX— deed to Buyer, at Closing, 233 conveying the Property "a and dear of all taxes except the general taxes for the year of Closing. Except as provided herein. tiffs shall 234 be conveyed free and clear of all liens, including any governmental liens for special improvements Installed es of the date of "es 235 signature hereon, whether assessed or not, idle shall be conveyed subject to: N 236 a those specific Omptlons described by reftrence to recorded documents as reflected in the Tine Documents 237 accepted by Buyer In accordance with § 8a (idle Reviewl. 238 b. distribution utility easements, 239 C. those speciffCally described rights of third parties not shown by the public reeards of which, Buyer has actual 240 knowledge and which were accepted by Buyer in accordance with § 8b (Matters Not Shawn by the Public Recordsl, and 241 d. inclusion of the Property within any special taxing diWot, and CBS 2-5-9a Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 5 of a Buyer Initials � Seller IrrWals This form premed br. Farm&&&-y ep SZ Vg.i02f * disclosure of March 7, 2002. In the event Seller fails to provide Such disclosure then Seller will be deemed to have trade such certification. In the event; Seller discloses new Physical condition(s) then Buyer shall have three business days from the date of disclosure 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 D008 act-22w2002 03:03pm Frw-EAGLE CGUF' —�RNEY OFFICE 9703288699 T-784 P.00T/023 F-374 242 ee the benefas and burdens of any declaration and party wall agreements. if any, and 243 f. other None 244 13. PAYMENT OF ENCUMBRANM Any encumbrancerequired to be paid shall be paid at or before Closing from the 245 proceeds of this transaction or from any other source. 2q6 14. CLQ t�NQ CQSt'S: DOCUMENTS AND SERVICES. Buyer and Sellershail pay, in Good Funds, their respective Closing 247 costs and all other horns required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and 248 complete al1 customary or reasonably required documents at or before Closing. Fees for real estate Closing services shall be Z49 paid at Closing by 0 Qn"alf by Buyer and Orw-Half oy Smiler CI Buyer 0 Seller 0 Cther 251 171 . Any sales and 252 use tax that may accrue because o� GGon shall be paid when due by C7 Barer It Seller. 253 15. PRognTloN& The fo[leoWn�g shall be prorated to Closing Date (§ 2c), except as otherwise provided: 254 a. Tom:. Personal property texes, if any, and general teal estate taxes for the year of Closing, based on 255 13 The Taxes forthe Calendar Year immediately Preceding Closing gThe Most Recant Mill l.avy and Mast Recent Assessment 2.56 13Other 257 b. $e,nft, Rents based on X Rent4 Actually Received 0 Accrued. Security deposits held by Seller shall be 259 credited to Buyer. Seller shall assign all leases to Buyer and Buyer shall assivne such leases_ 259 SUAMd to farms and conrlit arm of FBth�M 18-" 260 C ether Prers! s. Water, sewer charges; and interest on continuing toon(s). if any: and 261 ig& agMW fa ipurmmni fe femts al EWUbft RD0 262 d. Einal Soulament Unless otherwise agreed in wffng. these proradoaa shall be final. 263 16. POSSESSION. Posaessron of the Property shall be del'rve W to Buyer on Possession ©ate and Possession Time (§ 2c), 264 subject to the following [ease(*) or tenancy(s} AU, ftws then in effect for ft-Ml2ea and as aore� 265 266 if Seger, after Closing. falls to deliver possession as specified, Seller shall be subject to eviction and shall be add'ctionatty [fable 267 to Buyer for payment of $ , SGQ.0.0 _ per day from the Possession Data (§ 2c) until possession is delivered 268 17. NOT ASSIGNABLE: This contmet shall not be assignable by Buyer without Seller's prior written consent Except as so 269 restricted. this contract shall Inure to the benefit of aad be binding upon the heirs, personal representatives, successors and assigns of 270 the parties. 271 18. CONDMON O.F4 AND VAMAGE TO PROPERTY AND INCLU0,0US. Except as otherwise provided in this contract, 272 the Property. Induscons or both shall be delivered in the condition existing as of the date of this contract, ordinary wear and gear 273 excepted. 274 a Casuafty,Insurance. in the event the Property or Inclusions shell be damaged by fire or other casualty prior ID 275 Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated W repair the some before the 276 Closing Date (§ 2e). in the event such damage is not repaired within said tirne or if the damages exceed such sum. this contract may 277 be tenTgnated at the option of Buyer by delivering to Seller written nace of termination. Should Buyer erect to carry out this contract 278 despite such damage. Buyer shall be entitled to a credit. at Closing, for all the ineurenee proceeds resuking from such damage to the 279 Property and Inclusions payable to Seller but not the owners' association, if any, plus the amount of any deductible provided for in 280 such insurance policy, such credit net to exceed the total Purchase Price. 281 b. Damaw, Inclusions: Services. Should any Inclusion(s) or serviee(s) (including systems and eornponwits of the 282 Property, e.g. heating. plumbing, etc.) fail or be damaged between the date of fhis contract and Owing or possession, whichever shall 283 be earlier, then Seller shall be liable for the repair or replacement of such lnciusion(s) or service(s) with a unit of similar sine. age and 294 quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion(s), service(s) or fixture(s) 285 is not the responsibility of the owners' association, if any, less any insurance proceeds received by Buyer covering such repair or 286 replacement. 237 e. Walk-Throggh; Verification of Condition. Buyer, upon reasonable ne lee. shall haVo the tight to walk through 288 the Property prior to Closing to verity that the physIeW condition atthe Property and htCW*ns complies with this contract 289 46n• ado-sAl3NE ' - 9e •,Ewa••�sell�l•redenew+ledgt-fl�,er• 290 291 ' 292 20. TIME OF ESSENC AAl REMEDIES. Time is of the essence hereof. If any note' or check received as �Eamest Money 293 hereunder or any other payment due hereunder is not paid, honored or tendared when due, or if any other obligation hereunder Is not 294 permed or waived as herein provided, there shall be the following remedies: 295 a. If ewer in in�oeau : 296 O (1) S c Pert ca_ Seger may elect to treat this contract as canceled, in which case all payments and 297 things of value received hereunder shall be forfeited and retained on behalf of Seller. and Seller may recover such damages as may 299 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 299 Performance or damages. or both. 8vyar Initials � Seller initials ?Ala form proud try: �mlaffaZ� item•• 800.' 3&IO37 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 •Oct-22-ZOOZ 03:04pm From -EAGLE COU"� RNEY OFFICE 9703286699 NO.275 9009 Y-184 P-000/023 F•374 300 301 302 303 304 305 306 307 303 309 .310 311 312 313 314 315 316 317 318 319 320 321 322 3?3 324 325 326 327 329 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 - 347 348 349 350 331 352 353 354 (2) Llauldaeed gaffes. All payments and things of value received hereunder shall be trorfeited by Buyer and retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER!$ SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies of specific performance and additional damages. b. It 1eiter Is In Defitult Buyer may elect to treat this convact as canceled, In which case all pWner is and things of value received hereunder shell be returned and Buyer may recover such damages as may be proper. or Buyer may elect to treat this contract as being In full force and effect and Buyer shall have the night to specirce pvrfvnnance or damages, or both. ,c, costs and oxpensee. in the event of any arbitration or Iltigatton relating to this contract. the arbitrator or court Shall award to the preyaift parry all reasonable costs and WMnses.`jrdudinp alfamey lees. t24- 22. EARNEST MONEY DISPUTe. Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event cf any controversy regatding the Earnest Money and things of value held by broker or Closing Company ('unless mutual written Instructions are redeved by the holder of the Earnest Money and things of value), broker or ChxhV Company shall not be required to take any action but may ewalt any proceeding, or at broker`s or Closing Companys option and sole discretion. may Interplead all parties and deposit any moneys or things of value Into a court of competent jurisdiction and shall recover court casts and reasonable attorney lees. ' 23. T iN ON. In the event this contract is terminated. all payments and thing& of value received hereunder shag be returned and th8 parties shall be relieved of a0 obllgatons hereunder, subim to 1§ 10c. 21 and 22- 24, AO MONAL PROVISIONS, (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) See Exhibit'A' and 08" attached hereto and incorporated by reverence. a. The Seller shalt not negodate with or seek thud party purchasers for the sale of the properly during the tern, of Seller's congagency as set torah In Paragraph $A of Ekhibft '8.' 25. ENTIRE AGREEMENT: SIB PQUENT MQDIFlCATICN _GUE11 AL. This contract constitutes the entire contract between the parties relatln9 to the subject hereof, and any ptr agreements pertaining thereto, whether oral or written. have been merged and integrated into this contract. No subsequent trlodlt'tcation of any of the terms of this contract shall W v lld. bind'sg upon the parties. or enforceable unless made in wrtdng and signed by the parties. Any obligation in this contract which. by its terms, is intended to be pelf coed after termination or CtRIRQ shah survive the sanhe. 26. FACSIMILE. Sfgnsturee IN May 0 May Not be evidenced by facalnmle. Documents with original signatures shell be provided to the other party at Cluing. or earlier upon request of any pally. 27. NOTIC Except for the notice requesting mediation described In § 21. any nonce to Buyer shall be effeedwe when received by Buyer or by Selling Coquiny and any notice to Seller Shan be effective when mceived by Seiler or Listing Compaq. 28. NOTIGE OF ACCEPTANCE-. COURTERPARTS_ This proposal shall expire unless accepted in writing. by Buyer and Setter, as evidenced by their signatures below, and the officinq parry receives notice of acceptance pursuant to § 27 on or before Acceptance Oeadlino Oato and Acceptance DeadUne Time (§ 26}. If accepted. this document shall beevm® a contract between Seller and Buyer. A copy of this docu merd may be executed rty, separately. and when each party has executed a copy thereof, such copies taken togetl* shalt be deemed tube a P a" to a between the paroft Buyer. Buy6l..i Arn encon, Presfden! Date of Buyers Signature; Date of Buyer's Signature; - - Buye0s Addreir. C/olag& Cgunfy AifnrngyeA Offfr& P C _Box 850L Earth CO 81831 Buyers Telephone No: 985 Buyer's Fax No: 97_&328-8699 CBS 2.9-99 Contract to by and Sell Real Estate (Commercial - Assunto ions_ � Petoe 7 of i3 Tw tom+ Fo&=d a; ao n&W'# 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19?03288699 NO.2?5 9010 FROM FAX NO. : 2062327948 Oct. 23 2002 01:53PM n •• a n I I ua«e 1 trra IA 170288899 T-lE8 P•Oa8/Ol3 F-3�3 35 3$1 35' 351 35� M 367 362 363 364 3<6,5 30 367 368 369 370 371 372 373 37-2 375 376 377 379 379 380 391 392 393 3$4 395 386 337 388 339 390 391 393 393 394 395 396 397 398 399 dw dos (NOTE: Pthis af'lar is being countered a rejeafod. do not sign fnls aacumen j SACLE MANCA LXMXIM PARTnERsiiIF 87 COLOMO PRopBRTIES, INC., gem a ererzl Partae= suer �tobt�t an Data of Sef ea ftnatLre: Date at sense$ manature: f 1/ d�3/UZ� 89116 o Adder 863r., Telophoe No: serer FaX :�iO Ttus offer is b countamd Cl Rid, InIGWF4nIV Of party (euyoror Sale %ft countered or MecWd oft Cloatnp Uwtruccotz5 sbaztid he atprcad on END OF COUTRACT "lifts Fee'; �br�e�+,oerq!� '-�Aie�eeCr6empe�} - CBS 2-9-99 C;n'npr to Buy and Sell Real.Emote (Commetdal -, Aosumytton) I . i�a��r" � ■. ■ ..ter .wwi.q.�.ir...1/��Yw �. �. �. ni, form P 04-4 ►�: �Q�pl�lpr',r„��,,,,� �0.376-1g17T 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 9011 Oct-22 2002 03:05pm Fram-EAGLE C01�� RNEY OFFICE 9TO3260699 T-T94 P-010/023 F-374 24) ADDITIONAL PROVISIONS (eon�nued} (The language of these additional provisions has not been approved by the Colorado Real Estft Commission.) Concerning property known as�S ea Erh&it "B" ._ CBS 1-9.99 Contract to Buy and Sell Real Estate (Residential) Addnionaf Provisions '"" oum pvo=d br. aw'W"Oa 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 9012 . Oct-22-2002 03:05pm From -EAGLE CO' 'ORIIEY OFFICE 0703288699 T-784 P.011/023 F-37d . j !.ot is, Goldrn L. �y=riy aqusxng Seginj1inq at a point cn ,cne Easterly line of said WC 1. -saits p"rit also being on the: Westerly RZght-of-Way Line of Capisol Screec, from which the ease Southerly Cc,rner of said Lot 1 bears 3.350331132•TiJ. 286.5t, feet distant; thence departing said Westerly Right -of' -Way line S. d6°46'Ga"W. a0.15 feet; thence to.54a26'28"H. )H2.Op root; thane::• H.23"7.fo'128"W. 43-00 rece: re a Polpt on the Mesterly line of said Sod 1 ; thence n•lony said Westerly line the following rwo (2) courses; ) : b-35.33'32'E. ) S1.33 feet 3: N.00433 '00"W. 37. ?S fe6t - theace -departing said Westerly'Line N.e9"27't00''1C. 813.50 feee: thence 11.00°33'00"W- 108.00 feet; thence 5.89927100"W. 89.50 feet to a ,point on the WestesYy lire of said Zat 1 : thence alonq said Westerty line K_00033 rolyw. 65.00 feet to the most Nosthvesterly Cornvr of 9did Lvc I, said, point also being the sou gheesterty owner of tot 62: thence- d iont? tho Northerly lane of said tot 1# Daing the same as the •sovcher►ty line of Lots 62•and 63. It.89 °27'00''E. 146.17 feet to the Southeasterly Corner' of Let 63 ; thence along she Rasterty Lane of tot 63, N, 00•33'00"w_ 103.00 feet cc a point an she Southerly Right -of -Way Line of seventh Street; thence along said Southerly line N.891127100-9. 60.78 feet to the N4o•rthwesterly Corner of Lot 64: thence &tong the westarly line of Loc 64 the following cwo f2) courses: r) 5.14034'RVW. 38.13 ECV1 . 2) S.00033'00"E. 63_00 feet to the south►aster1r Corner of Lot 64; thC"cr aionq thr Southerly' &471jes of LoCs 64, 65. 66 and 67 the fol iowf nq four (4) courses: _ 1.3 S.B6927'SZ"g. 70.18 fear 2) a.80027 '52 "S. $7. 79 fat.c , • 3) ; 5_ 741627' 52 "E. 55. l 5 ER(6r 4) 5.68.27'S2'E. 54.91 fear to the Southeasterly Corner of Le r 67, sa Ld .point also being on the Westerly Right -of -Way Line of Cap&ZDL Street; thence alOnq said Westerly line the fel loviraq two 121 courses: ' 3) 38.416 foot alancy the,,, arc of c, •:urve to the right, with a radius . of 446.37 l+:et, chc• churl ut w1kilch bears S.33°0 `27"W. 39.45 tee t 21 S.350331j2"W. 495.04 feet to tre point of beg i nn inq . sa3.d Lot M contains 3.190 acres, more oc less. �JCZ;IBIT A ` . 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY HRITZMANN 4 19703288699 NO.275 9013 Oct-22=2002 03:05Pm from -EAGLE COL VNEY OFFICE 9703268699 T-T9d P.012/023 F-374 By hII "B" ADDENDUM OF TERMS AND CONNTIONS TO THE CONTRACT TO BUY AND SELL REAP. ESTATE DATED OctoberX. 2002 �3 1. in addition to the items noted in paragraphs 2 and 3 of the contraor, the sale price sha.D include all furniture, equipment, maehinery, signage, afirtenance shed, all tools and items in the maintenance shed, gazebo and other items of tangible persoml property, and all items of intangible persond 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, statiouM. office supplies, janitorial supplies, any computer(s) aad 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 is any tenant leases, rental agreements or occupancy agreements covering tt 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 accotmM and the balance of any operating and maintenance accounts as well as the reserve account at closing. The teen Property as set forib in pa►tag_ -, phs 2 and 3 of the contract together with. the items identified in paragraphs land 2 of this addendtun shall be herein collectively referred to as the 47ropaW. 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. 00,000.00 purchase price, Buyer agrees to apply to the United States of America acting through Rural Housing Service of the United States Department ofAgiculture CVSDA.") to assume the existing loans due and owing from Seller to USDA, subject to any new rates or temas 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 fast loan is in the approximate amount of $1,041,390.00 and the second loan is in the approximate amount of $25,106.31. All loan accounts to be asstmed by Buyer must be current as of the date of Closing. At the time of ass=ption, With the application of interest credit installments, the effective interestraxe shall not exceed one percent (11%) per annum and the new montbly 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 locals, can be reached with USDA. Yn addition, Buyer shall review and determine in 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 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY HRITZMANN 4 19703288699 NO.275 9014 Oct-22-2002 03:05Rm 'From -EAGLE COIF. BEY OFFICE 9703288699 T-784 P 013/023 F-374 is unacceptable, Buyer may terminate the contract and all earnest money held by Land Title Guarantee Co. shall be immediately ref =ed to Buyer with interest. Buyer shall provide notice to Seller of any unacceptable terms by the Objection to Loan Deadline (see § 26). 5. This connect is contixigeut upon Buyer receiving grants toward the purchase of the property from The State of Colorado, United States or other granting agency in tie amount of S306,000,00. Eagle County on behalf of Buyer has applied for such grants. Buyer shall review and in its sole4kcwdon whether terms and conditions of grant are amble, 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 grant terms by Objection to Loan. Deadline (see § 2e). In the event such grants are not granted in full by the Approval of Loan Transfer Deadline (see § 26) 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. +'nancing Couditions and Miltations. A. ,A,,pplicatious. Buyer is to pay part of the purchase price by assuming an existing loan or loans, and through grants. The Buyer (through Eagle County) has made a written application for such assumption and grants. Seller shall cooperate with Buyer and USDA or any grantor to assist Buyer in obtaining approval, and shall diligeandy and lamely pursue the same in good faith, execute all documents and Aumisb all infomation and documents required by them. Buyer agrees that it shall not intentionally cause any chm: ge in circumstances which would prejudice approval. B. Loan Review. This contract is contingent upon Buyer's review and approval of the provisions of the loan documents from USDA. Loan documents shall be provided to Buyer no later tban the Loan Document Deadline (see § 2c). Buyer shall be respom''ble for obtaining the necessary assumption, release and or other loan documents from USDA no later than the Loan Document Deadline (see §20. If written notice of objection to such loan documents, signed by Buyer, is not received by Seller by the Objection to Loan Deadline (see § 26) Buyer accepts the terms and conditions of the documents. 116 contract is also eowOnageeat upon USDA approval of the sale to the Buyer, including approval of a manag=mt 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 §26) this contract shall terminate on such date. C. The parties state and agree that pursuant to an agreement dated February 12, 2002, between Eagle County and/or assigns and Seller, which agreement has expired, Eagle County submitted certain grant and loan applications to USDA and the State of Colorado. Seller understands that Golden Eagle Elderly Housing Corporation now intends to rely upon those previously submitted applicatious. The Parties agree to work together should either USDA or the State require additional information as a result of this Agreement, D. Seller shall be released from liability on thu USDA loans as more fully set forth in paragraph 9b hereof. z 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 D015 Oct-22-2002 03-05pm - From -EAGLE COG'' 0- 'NEY OFFICE 9103288699 T-784 P-014/023 F-374 14� � fir✓ \qw� 7. Closin -- A. Buyer may extend the closing up to three (3) times, for oUc (1) month each time upou payment of the sure 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 but shall not refunded to Buyer with it if either Buyer or Seller elects to exercise a contingency in this Agreement which requires rdm of the eamest money. 4 B. Seller shall also execute and deliver to Buyer at closing (i) a Bill of Sale, (u) an Assigmnent of Intangibles, (M) AssigaIment of leases and Service Contracts, and (iv) any other documents seasonably requested by Buyer in form and substance reasonably saris wtosy to Buyer, and such property shall be conveyed to Buyer free :cud clear of all liens and encumbrances. C. All refundable and non-refundable deposits, advance rental payrueuts and rental fees collected at or before closing from tenants of the Property as of closing, includng security and cleaning deposits, as well as cousideration involving future lease cwdits, shall be credited to Burr- 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 televWou or similar service contracts under which Seller has trade an advance payment. To the extent that such leases acceptable to Buyer exist, the same shall be ferred'to Buyer. Further, the parties agree that to the extent there we any miscellaneous bills for service or other contracts, the same shall be prorated between Buyer sad Seller to the date of closing. F. Seller shall pay the two percent witbholding required by the State of Colorado for foreign or out of state Sellers, if necessary, and any other tax attributable to it (for example Capital Grains Tax) by value 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 obWnW any forms, including the cost of preparing the deed and other tramfer documents required to be delivered to Buyer at closing. H. Buyer shall pay one-half of any escrow fees or sunilar charges, one-half of cloning costs including one-half of the costs of obtaining any fonns, aaeludag 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, and the balance of any operating and maintenance accounts at closing. Seller shall also 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN + 19703288699 NO.275 IM6 Oct-22-2002 03:0GPm From -EAGLE COUi,��1EY OFFICE 9703288699 T-794 P-015/023 F-374 receive the balance of the reserve account at closing. At closing Buyer shall be responsible for assuring that all accounts are funded to the extent requested by USDA. J. All tenant files and leases shall be up to date at the time of closing including all needed certifications and the same sbali be transferred to Buyer. K. Seller shall transfer by apF►rapaate means to Buyer at the time of closing any computer(s) and associated hardware, maaagGrs' helper, software, software licensing agteezaeat, electronic records and documents. L. The parties agree that each shall be solely responsible for its own attorney fees associated with this transaction and closing. M. Seller shall cooperate, provide, and allow the use by Buyer of all documentativrtt and records associated with the Property as may be necessary after closing for the operation of the Prapeny and compliance with USDA or other regulations- S. Buver Contingencies,. Buyer is authorized to contact and discuss with, and if desired, retain consultants, engineers, draftsman and architects at Buyer's expense. A. Seller previously provided. Buyer, with a current not toll, including a schedule. of tenant deposits and fees, date of last rent received and description of defaults. On or before the Off -Record Matters Deadline (see §2Q Seller agrees to provide Buyer with a written statement setting forth any change in that hftm don or a description of any defaults. B. Seller previously provided Eagle County with a personal property inventory dated April 16, 2002 which is attached hereto as Exhibit C. On or before the Off -Record Matters Deadline (see §2c) Seller agrees to provide Buyer with a written certification which represents and warrants that there has been no change in the inventory and that the items identified. therein will pass at closing to Buyer. In the event Seller fails to provide such disclosure then Seller will be deemed to have made such certification. C. Seller previously provided copies of all service, management, and operating contracts and leases relating to the Property to Eagle County. It is agreed between the parties that such service, management and operating contracts shall be terminated by Seller at the time of closing and Buyer shall have no responsibility for the same. Seller shall provide proof of satisfactory termination to Buyer. D. To the extent not set forth above, Seller has provided the following items to Buyer. i. Current tenant rental agreements and all amendments thereto at cost of seller, H. Operating records, including insurance and tax bills for the current year w date and for the preceding calendar year; 4 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 9017 Oct-22-2002 03:06pm Frcm-EAGLE COL,, OFFICE 9703288699 irrN,=,J T-184 P.016I023 F-374 iii. Maintenance, construction, advertising, management, leasing, empioynmeat; 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; A. Compute(s) and associated 1ardwarelsofiwaw and any licensing agreements along with electronic records stored in the computeer or elsewhere; vii. Copies of federal regWations, procedures and instructions related to the ProPaw.0 viii. Infonaation reiaft to any vehicles associated with the Property; ix. aristing mninumance schedule being followed for the Property; X. List of maintenance needs which have been deferred; xi. list of anticipated upcoming maintenance needs; x11 H. 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; Are sprinkler and landscape worldng drawings, specifications, architectural or models or any other plans developed or preparad for the property in Seller's possession or control located by Seller in a reasamble search of places where such materials are believed to be located. Seller shall also provide the names of any engineers, architects, draftsman $nd/or consultants known to Seller who have information. On or before the Off -Record Matters Deadline (see § 2e) Seller agrees to provide Buyer with a written certification which represents and warrants that there has been no change in the above referenced items since February 12, 2002. In the event Seller fails to provide such disclosure then Seller will be deemed to have made such certification. In the event Seller discloses new or updated information then Buyer shall have three business days to review such in&=ation. If Buyer objects to such new information by the Off -Record Matters Objection Deadline (see §2c) then all earnest money shall be returned to Buyer. E. This paragraph reiterates a portion of the terns of paragraph 6 B of this Exhibit B. This contract is contingent upon assumption of USDA loans upon such temps and conditions which are acceptable to Buyer. The contract is furdw contingent upon USDA approval of the We. to the $cyan, including approval of Buyer's managem�t plan and approval of a managw=t agreement and the assignment of any rental assistance or interest credits payable by USDA by Approval of Loan Transfer Deadline (See Section 2Q. F. Buyer shall have until the Loan Document Deadline (See Section 2C) to work with USDA toward a resolution of ADA compliance ismues. In the event that in Buyer's opinion a satisfactory resolution is not reached then Buyer may terminate this contract. G. If documents set forth in Sub -paragraphs A-F 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 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 9018 Oct-22-2002 03:06am From -EAGLE COU�.i,.,,.)EY OFFICE 9703288699 �,`rr✓ T-784 P-017/023 F-374 have five calendar days after receipt by it to review and object to any documents which in Buyer's sole discretion are objectionable. Yn the event buyer disapproves then all eamest money shall be immediately returned. to Buyer. 9. &&W11s Continfgencies, 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 Iimited Partner required under the Seller's Panm rslup Agreement by October 31, 2002. If seller fails to obtain such written approval by October 31, 2002 then the earnest money deposit, with interest, shall, be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. B. The written approval of USDA as to the release of Seller under the existing loan documents, such approval to be obtained no later. than the Approval of Loan Transfer Deadline (see §2c). Ifmch approval is not obtained by such fume, then ale earnest money, with interest, shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. 10. Seller's warranties. Seller hereby warrants and represents to the best ofSeller'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 aay unn a statement of material fact and does not omit to state any dial fact necessary in order to mare 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 agreerucats, implicit or explicit. it. There are not presently pending any special assessments or con actions against the property or any part thereof; nor has Seller received any notice of any special assessments or coadernuatioa action being contemplated. There is no litigation or other proceeding pending, or threatened vcrlt & 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, MD's and does not have located under it any undezground 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. 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMRNN + 19703288699 N0.275 9019 Oct-22-2002 03:07pm Frcm-EAGLE COU* k. 'EV OFFICE 8T03Z88699 T-784 P.018/023 F-374 1. E. Subject to the satisfaction of the conditions identified heresn6 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, suP&cient to convey title, and are enforceable. F. The parties executing this contract represent and wa=t that they are fully authorized to execute it, subject to the conditions identified in the contract and any exhibits thereto. Seller bows of no facts to prevent Buyer from operating the Property in the nounal manner in which s miler properties in the area are operated and in which the Property has been operated iu the past. 11. itner's Warranties. Buyer hereby warrants and represents to the best of Buyer's actual kuowledge, 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 docments delivered by Buyer to Seller, now or at closing, have been or will be duly authorized and executed and delivered by Buyer and are IeSA valid and binding obligations of Buyer and are enforceable. The parries 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 fiam and again# any and all liabilities, damages, losses, cause of action, claims, costs and/or expeasos (including without limitation, attorney fees, 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 informations provided by Seller or Buyer or any material information known to Seller or Buyer which either has failed to disclose. 13. All representations and was and indemnities contained in this agreernerlt or implied by law shall be deemed to survive the closing and shall not merge with the deed, provided that, ail such representations, warranties and indemnities shall terminate and be of no father 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. Sell& is not a nonresident alien foreign corporation, foreign partnership, foreign mist or foreign estate. Seller shall sign under penalty of perjury and deliver to Bayer 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. 7 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 9020 Oat-22-2002 03:07Rm From -EAGLE COt�I NEY OFFICE 87O328868A T-784 P-019/023 F-374 15. Seller and Buyer agree to prompdy 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 peaformaace, damages and enforcement of Seller's representations and warranties that Buyer has.. 16. The Seller and Buyer agree that this contrw may be, assigned to a yet to be formed nonprofit corporation created and controlled by Buyer. Any assignment to any other party shh ll. be subject to approval by Seller. Purther 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 irtunediately returned to Buyer without any furflm obligation on the part of either Buyer or Seller. 17. lentil 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 maWtained and kept as of the date of execution of this contract~ 18. Should any act or notice required hereunder W 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 te=n 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 Buyer and the execution of all documents reasonably necessary to complete the exchange in accordance with applicable laws and regulation. Parties agree that the consummation of this Agreenient is not predicated or conditioned upon completion of any such exchange. Seller or Buyer shall not incur any additional liability or f ancial obligation as a consequence of the other patty's contemplated exchange_ 21. NotwitL"ding anything to the contrary contained in Ibis contract, the Buyer shall have no obligations under this Agreement, trot shall any payment be made to Seller without any appropriation therefor in accordance with a budget adopted by the Eagle County 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 greeting. All obligations payable beyond the current fiscal year are subject to fiords being available and appropriated. 8 .10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 9021 FROM �,1 FAX NO. : 2062327948 "up," 'q■ ct. 23 2802 10: 34AM P2 • �c��:Z-200Z 02:5900 tlom-EA40,15 ZOUNt7 A;'ORIN CF%IC6 1793291619 7-763 P.02OA23 F-3i3 OOL13EN EAGLE El ERLY HOUSWO CO"ORATiOV. a 09=do CftyDmtion By: Ara M.:bianco:u. env LACby-cE S 9 10/23/2002 04:23 KANTOR TAYLOR MCCARTHY BRITZMANN 4 19703288699 NO.275 17022 FROM FAX NO. : 2062327948 Oct. 23 2002 10:34AM P2 Uct-U-2002 J2:56pn Ftoffi--EA;I.E OUHTT A.:ORNSY UPICS 97Ca288600 7-103 P.020/D23 F-3'3 cl�hee►tiGoTdov�Eagto41e0r»aa�laZ2.wpd GOLDEN EACH'%$ ELDERLY HOUSIN'io COXFI0 ATI0 a C,0Zarado Cmporaticn $Y Atn M. ?�iasscoz> . Pgwm eat F.AMB A by'Col r r . 9 r 1Oi23�2OO2 O4:23 KANTOR TAYLOR MCCARTHY BRITZMANN + 19703288699 NO.275 DO23 Oct-22-2002 03r08pm from -EAGLE COUN' `TTORNEY OFFICE 9703200609 T-784 P.021/023 F-ST4 M rr 0 `� i rr; - . 1O�23i2OO2 O4:23 KANTOR TAYLOR MCCARTHY BRITZMANN + 197O328SG99 NO.275 DO2d ,.Oct-22-2002 o3:08pm -From-EAGLE COUN" 'TTORREY OFFICR 0703288899 T-784 P.022/023 F-M 0 z o o U_ c� as 4� w_ .Iv N 1 O Nl9 O N - N o oa ATrAC1 "A" - � m P N em�eIIt of the ro y including but not Limited to, all agplia vA blia& or V*dcw ��nts p w All items ofpermmal ptap� * and fixtures sssacial dwitd the awne�htp and rnanag p p at thethna ofclassing and shallbetretded as if MY set forth in the i Mtary and fixtures in each unk owned by or donated to (homer, ANQ pass to the bQ A.il items of a el _lde�nti�ed m c+aatract to bu and seli real estate dazed Febmary 12, tnciu�d�ng but not ]matted 10 computer banlware, so ce, cow p pmp�Y , Y MA the'bmager's helper," shall pass to the baywr apt the time of slosrng and Mile treatod as if MY set fOiQ in the inv�e WY- � -i M O . M n n invest -n 0 D 2 { W Robert C, X • N 3 D y _�I o Mtc�aea L. Gallagher, az Cc ja N y Bagle County Bond of Couuxy -1 Commisdo m �o y 00 A 6 • N O Z a N (!1 10/23/2002 04: 23 KANTOR TAYLOR MCCAR-THY BX I I LMANN + 1 y'(WS eUtdbyy Oct-22-ZOOZ 03 : 04pm F ram -EAGLE COUN' ,PTORIEY OFFICE 9703266699 NU. 2'r5 WWby T-484 P-008/023 F-374 300 301 302 303 304 305 306 307 308 309 .310 311 312 313 314 315 316 317 318 319 320 321 322 323 374 325 32A 327 329 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 • 347 348 349 IN (2) 1.lauldated 1,�,a es. All payments and things of value received hereunder shad be f'orfelted by sup and retained on behalf of Seller and both pardes shall thereafter be released from all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection e) are SELLER'S SOLE AND ONLY REMEDY for Buyers failure to perform the obligations of this contract. Seller expressly waives the remedies of specific perfammnee and additional damages. b. HAottar is in ftfaulo Buyer may elect to treat this contract as canceled, In which case all payments and things of value received hereunder shall be mined and Buyer may recover such damages as may be proper, or Buyer may elect to twat this contract as being In full foros and effect and Buyer shall have the right to spectra Pdonnance or damages. or both. rr. Costsang 0x_ggrw In the event of any arbitration or liLpadon relating to thi$ -4,0AUACL the arbitrator or court shalt award to the prevailing patty all reasonable costs and expenses. including attorney lees. ar ,.-v...v. .. w.v r.b.vvv, v..t.n-arc-•rs.n.s�r -.....� ���.._ ...� �••w•� �.���'^ .� .�- -__ __ —--mow. ��j� 22. EARNEST MONEY DISPUTE. NOWAY standing any termination of Nis contract, Buyer and Seller agree that, in the event of any controversy regarding the Earnest Money and things of value held by broker or Closing Company (unless mutual written Instructlons aro receeved by trio holder of the Earnest Money and things of value), broker or Closing Company shall not be required >lo take any action but may await any proceeding, or at broker's or Closing Companys option and sole discretion. may Interpload all parties and deposit any moneys or Things of value Into a court of competent jurisdiWon and shalt recover court costs and reasonable attorney tees. 23. TF9,WlNeMON,In the event this contract is terrnlnate0, all payments and things of value received hereunder shall be retumed and the parties shall be relieved of all obligations herwAxler. suaiect to IS 10a. 21 and 22. 24. ADl MONAL. PROVISIONS. (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) See &Wbit'a' and *8' attached hereto and incorporated by reference. a. The Seller shall not negotiate with or seek thlyd party purchasers for the sale of the property during the term of Seller's contingency asset mutt In Paragraph $A of arhiblt 'AL' ENTIRE AGREEMENT: SUi3S�QUINNly gjjlF1CAURViVAL. This contract constitutes the entire contract between the partles relating to the subject hereof, and any prior egmments pertaining thereto, whether oral or written, have been merged and Integrated into this contract. No subseduent tthodllfcadlon of any of the terrns of this contract shall be valid, bb ing upon the parties, or enforceable unless made in writing And signed by the parties. Any obligation in this contract which. by its toms. is intended to be performed after termination or ClWkV shall survive the same. 26. FACSIMILE. Signeturee K May G May Hot be evidenced by tacalnule. Documents with original signatures shell be provided to the other party at Closing, or earlier capon request of any petty. 27. NOTIC Except %r the notice iequestm9 mediation described In § 21. any notice to Buyer shah be eti6Ctive when mceeV►ed by Buyw or by Selling Company and any notice to Seiler shall be effective when received by Seller or Listing Company. 28. UOTICE OF ACCEPTANCE: COUKTERPARTS. This proposal shall expire unless accepted in writing. by Buyer and Seiler. as evidenced by their signatures below. and the offering party t Ives notice of accepUnce purannt to § V on or before Acceptance Deadline 04* and AccepUnce Deadline If ccepted. this document shall become a contract between Seller and Buyer. A copy of this dac ment may be ex Ry, eparatety. and when each patty has executed a copy thereof, such copies taken togefte shalt be domed tube to Ct between the panes. Buyer. 350 351 Data of 9uyers Signature: Date of Buyers Signature; /0 04 352 Buyer's Address: ,c/h Eag& Coupf. At��_ Oflee_ P,_O. cox d0 fi to = 81631 353 Buyers Telephone NO: ffJWPR a885 Buyer's Pax No: 9?&328- 699 354 -949 Contract to Buy and Sall Real Estate Cammenciel—Assumes' a_ Pace 7 of 8 tw bmR p�oduoce a; Formtsl�t�or',e•�.� em.3oa.ho� 1P' 04: 23 KRNTUR THYLUK MUUHK I HY JJXI I LI'IHNN y 17 fY_IJGCZ3G77 i*Iu. G 1 J WWCJr_ KANTOR TAYLOR BRITZMANN, P.C. ATTnRNEYS Waller Taylor III wtaylor@kousinglaw.com 1501 Fourth Avcnuc, Suitt 1610 Seattle, WA 98101-1662 Phone 206.625.9898 Facsimile 206.625.9951 Pile Number. 00053.8 October 23, 2002 Diane Mauriello Eagle County Attornley's Office P.O. Box 850 Eagle, CO 81631 Golden Eagle Manor Dear Diane: Per our discussions today, and alter reviewing the latest positions of the County with our client, I am enclosing a copy of an offer to sell the above project for the terms and conditions stated therein. The offer that is enclosed is identical to the one proposed by your client, except that we have revised the acceptance date to allow your client to accept this offer no later than Friday, October 25, 2002 at 12:00 noon (MST) - As we have discussed, our client has been very concerned about obtaining a commitment from the County in terms of providing a small, but reasonable amount of space in the adjoining community building which is owned by the County. Although your client has made it clear they do not want this commitment made a part of the sale of the above -noted project, our client is hopeful that the County will still allow access to such space until the date of closing under the terns of the Agreement. To that end, I would expect our client to contact you in this regard. I have no objection to your discussing this issue with him directly. If you have any questions or wish to discuss this further, please let me know. Thanks for your assistance in this matter. Very truly yours, KANTOR TAYLOR McCARTHY & BRITZMANN, P.C. Waller'Ta or I I 'W'60210231tdm cc: Bob Christenson 25 The printed portions of this form have been approved by 1 2 the Colorado Real Estate Commission. (CBS 2-9-99) 3 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX 4 OR OTHER COUNSEL BEFORE SIGNING. 5 6 CONTRACT TO BUY AND SELL REAL ESTATE 7 (COMMERCIAL -ASSUMPTION) Date: 9 _ October 22, 2002 9 10 1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the Property defined below on the terms and 11 conditions set forth in this contract. 12 2. DEFINED TERMS. 13 a. B_ uver. Buyer, of e gdadV h1ousingi aes.41j%r A sslans will take title to the 14 real property described below as Joint Tenants Tenants In Common Other 15 b. Pro e . The Property is the following legally described real estate: 16 Lot 1B, Golden Eagle Elderly Housing, a resubdivision of a resubdivision of Lot 1, Block 1, The Bul! 17 Pasture, according to the recorded plat thereof, recorded July 18, 1985, in Book 420 at Page 259 as ' Reception No. 316528 and more particularly described in attached Exhibit "A" and made a part hereof by reference thereto. 18 in the County of Eagle ,Colorado, 19 commonly known as No. _Golden Eagle Elderl Housing, 700 BroadwaZ F&glp, Colorado 81631 20 Street Address City State Zip 21 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, all interest of Seller in 22 vacated streets and alleys adjacent thereto, except as herein excluded. 23 C. Dates and Deadlines. 24 Item No. Reference Event Date or Deadline 'been Applies0en Beadline N/A N/A §' N/A N/A 5 § 5d E"Wirg Loan Documents Deadline January 6, 2003 6 § 5d Objection to E*Wing Loan Deadline January 16, 2003 7 § 5d Approval of Loan Transfer Deadline January 16, 2003 $ *-G& Appraisal -Beedlirle N/A 9 § 7a Title Deadline October 31, 2002 4& §+' sarreyrBesdli+ie N/A 11 § 7b Document Request Deadline October 31, 2002 12 § 8a Title Objection Deadline November 4, 2002 13 § 8b Off -Record Matters Deadline October 31, 2002 14 § 8b Off -Record Matters Objection Deadline November 6, 2002 15 § 10 Seller's Property Disclosure Deadline October 31, 2002 ' N/A N/A 18 § 11 - Closing Date January 31, 2003 19 § 16 Possession Date At Closing 20 § 16 Possession Time At Closing 21 § 28 Acceptance Deadline Date October 23, 2002 12:00 Noon MST 22 § 28 Acceptance Deadline Time CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 1 of 8 Buyer Initials Seller Initials This form produced by: Fvrmufaltar-.r.,W,4,,b.,. 800436-1027 `4 26 d. Attachments. The following exhibits, attachments and addenda are a part of this contract: 27 28 Exhibit "A" Legal Descri fp ion; Exhibit "B" Addendum 29 e. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation 30 "NIA" means not applicable. 31 3. INCLUSIONS AND EXCLUSIONS. 32 a. The Purchase Price includes the following items (Inclusions): 33 (1) Fixtures. If attached to the Property on the date of this contract, lighting, heating, plumbing, ventilating, 34 and air conditioning fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, 35 sprinkler systems and controls, and See Exhibit "S" 36 37 38 (2) . Other Inclusions. If on the Property whether attached or not on the date of this contract: storm windows, 39 storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods, storage sheds, and 40 all keys. Check box if included: H Smoke/Fire Detectors, H Security Systems; and See Exhibit is 41 42 43 (3) Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: See Exhibit "B" 44 45 b. Instruments of Transfer. The Inclusions are to be conveyed at Closing free and clear of all taxes, liens and 46 encumbrances, exceptas provided in § 12. Conveyance shall be by bill of sale orother applicable legal instrument(s). 47 C. Exclusions. The following attached fixtures are excluded from this sale: None 48 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as 49 follows: 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 Item No. Reference: Item Amount Amount 1 § 4 Purchase Price $ 1,600,000 2 § 4a Earnest Money $ 25,000 3 § 4b P11 Imeeft Grants 306,000 4 § 4c Assumption Balance _ Rural Dev to ment USDA Estimate 1,070,009 5 § 4d Seller or Private Financing 6 § 4e Cash at Closing Estimate 198,991 7 TOTAL $ 1,600,000 $ 1,600,000 a. Earnest Monev. The Earnest Money set forth in this Section, in the form of a certified check , is part payment of the PLrchase price and shall be payable to and held by Land Title Guarantee Co. , in its trust account, on behalf of both Seller and Buyer. i9: Such earnest money shall be delivered to Land Title Guarantee Company within 48 hours of acceptance by Seller. Such earnest money shall be held in an interest bearing account. -: - -. .. _ 51KV-bIr-7-n a- - Buyer Initials Seller Initials This form produced by: Formcrlatoe for whwat.• 800-336-1027 05 75 Geller O-Ghq*-O-Gh6**et released ftern liability em se.d loam. If applieeble, eerriplianee with the requi lle lrierils 76 ---- Ferr" !debility shall klm 1-m-Opw 1 _ - - __ _ -_ - 0 emdep. Beall payable for 77-All IR0440l 78 d- 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 e. Cash at Closina. All amounts paid by Buyer at Closing including Cash at Closing, plus Buyer's closing costs, shall 96 be in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, savings and 97 loan tellers check and cashier's check (Good Funds). 98 5. FINANCING CONDITIONS AND OBLIGATIONS. See Exhibit "B" 99 Or 100 lender, 101 , 102 , 103 , 104 appliel 105 Jelin 106 107 108 109 110 111 112 113 sr Grl infe.-Frl- If Buyer 'a to pay all or paO el4�rehsse Pries by emeetifirlig a prernissery mate im fell of 114 ' 115Val shall b - se "le Mae. etien. Im sueh ease! (4) Bloyer shell stfil le Sellm 116 ' 117 andl eredill eandiliam, 118 , 119 , 120 by Bisapprevall of Buyerl Grl Deapffinp (A Pe), them Geller weives WO e-PP-PlifilM If Geller dees previde writlem met! 121 , 122 d- Egelislin-et-hes"4kylew. If am weisling lelam Is WL MR he P-Plessedd s! Biasing, Geller shall provide eall ef the !&a"- 123 doetirrienis finelfadirig mete, dead of Irl 12 125 , Buyer seeepts the lerpris and 126 , 127 , 128 , 129 !his eamireet shall lepininale am stieh dale. If Seller is !a be released from liabilily w"lep CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 3 of 8 Bu�er Initials Seller Initials This form produoed by: Formulatorforwkdaw• 8M-336-to2� 104� 1QwpI 130 6. APPRAISAL PROVISIONS. 131 a. Appraisal Condition. This subsection a. ❑ Shall 1K Shall Not apply. 132 Buyer shall have the sole option and election to terminate this contract if the Purchase Price exceeds the Property's valuation 133 determined by an appraiser engaged by N/A . The contract shall terminate by Buyer giving Seller written notice 134 of termination and either a copy of such appraisal or written notice from lender which confirms the Property's valuation is less than the 135 Purchase Price, received on or before the Appraisal Deadline (§ 2c). If Seller does not receive such written notice of termination on or 136 before the Appraisal Deadline (§ 2c), Buyer waives any right to terminate under this subsection. 137 b. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this contract shall be timely paid 138 by ❑ Buyer O Seller. 139 7. EVIDENCE OF TITLE. 140 a. Evidence of Title: Survey. On or before Title Deadline (§ 2c), Seller shall cause to be furnished to Buyer, 141 at Seller's expense, a current commitment for owner's title insurance policy in an amount equal to the Purchase Price or if this box is 142 checked, ❑ An Abstract of title certified to a current date. If a title insurance commitment is furnished, it X Shall ❑ Shall Not 143 commit to delete or insure over the standard exceptions which relate to: 144 (1) parties in possession, 145 (2) unrecorded easements, 146 (3) survey matters, 147 (4) any unrecorded mechanics' liens, 148 (5) gap period (effective date of commitment to date deed is recorded), and 149 (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. 150 Any additional premium expense to obtain this additional coverage shall be paid by 1K Buyer ❑ Seller. An amount not to 151 exceed $ 2,500.00 for the cost of any improvement location certificate or survey shall be paid by X Buyer ❑ Seller. If 152 the cost exceeds this amount, Bow shall pay the excess on or before Closing. The improvement location certificate or 153 survey shall be received by Buyer onorbefore Survey Deadline (§ 2c). Seller shall cause the title insurance policy to be delivered to 154 Buyer as soon as practicable at or after Closing. 155 b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer, (1) a copy 156 of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a title insurance commitment is 157 required to be furnished, and if this box is checked HCoples of any Other Documents (or, if illegible, summaries of such documents) 158 listed in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to furnish these 159 documents pursuant to this subsection if requested by Buyer any time on or before the Document Request Deadline (§ 2c). This 160 requirement shall pertain only to documents as shown of record in the office of the clerk and recorder(s). The abstract or title insurance 161 commitment, together with any copies or summaries of such documents furnished pursuant to this Section, constitute the title 162 documents (Title Documents). 163 8. TITLE. 164 a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of 165 unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of 166 Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any 167 TitleDocument(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document 168 adding new Exceptions) to title. If Seller does not receive Buyer's notice by the date(s) specified above, Buyer accepts the condition of 169 title as disclosed by the Title Documents as satisfactory. 170 171 Deadline (§ 2c) true copies of all lease(s) and survey(s) in Seller's possession pertaining to th isc ose to Buyer all 172 easements, liens or other title matters not shown by the public records o as actual knowledge. Buyer shall have the right 173 to inspect the Property to determine if any third pa y right in the Property not shown by the public records (such as an 174 unrecorded easement, unrecorded n ary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by 175 Seller or revealed b c ion shall be signed by or on behalf of Buyer and given to Seller on or before Off -Record Matters 176 Obje line (§ 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of 177 t 178 C. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT 179 IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX L60ES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN 180 SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH 181 DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH 182 AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION 183 INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR 184 AN INCREASE IN SUCH MILL LEVIES. CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 4 of 8 Buyer Initials Seller Initials This form produced by: Formulator" for whuraw• 8w,336-1G27 \4=0 j 1`v 185 In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a result, if 186 written notice is received by Seller on or before Off- Record Matters Objection Deadline (§ 2c), this contract shall then terminate. 187 If Seller does not receive Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in such special taxing 188 district(s) and waives the right to so terminate. 189 d. Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s) or 190 commitment terms as provided in § 8 a or b above, Seller shall use reasonable effort to correct said items and bear any nominal expense 191 to correct the same prior to Closing. If such unsatisfactory title condition(s) are not corrected on or before Closing, this contract shall 192 then terminate; provided, however, Buyer may, by written notice received by Seller, on or before Closing, waive objection to such items. 193 e. . Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 194 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 195 including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and 196 other unrecorded agreements, and various laws and governmental regulations concerning land use, development and environmental 197 matters. THE SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND 198 TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL RIGHTS. 199 THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON 200 OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE PROPERTY. 201 Such matters may be excluded from the title insurance policy. Buyer is advised to timely consult legal counsel with respect to all such 202 matters as there are strict time limits provided in this contract (e.g., Title Objection Deadline [§ 2c] and Off -Record Matters 203 Objection Deadline [§ 2c]). 204 9. LEAD -BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwelling(s) for which 205 a building permit was issued prior to January 1, 1978, this contract shall be void unless a completed Lead -Based Paint Disclosure 206 (Sales) form is signed by Seller and the required real estate licensee(s), which must occur prior to the parties signing this contract. 207 10. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property Disclosure Deadline (§ 2c), Seller 208 agrees to provide Buyer with a written ' 209 * criange ont �ie propercypors1 sspfiysica rconci on s nce e�Terqs 210 211 PFeperly and Inelasiena, 212 subjeefiope diseFelien, Buyer sholl, 213 , 214 215 216 , 217 218 fir. 219 , 220 , 221 C. Dama-ge: Liens: Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering reports or 222 for any other work performed at Buyer's request and shall pay for any damage which occurs to the Property and Inclusions as a result of 223 such activities. Buyer shall not permit claims or liens of any kind against the Property for inspections, surveys, engineering reports and 224 for any other work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller harmless from and 225 against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity 226 includes Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable 227 attorney fees. The provisions of this subsection shall survive the termination of this contract. 228 11. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing (Closing). Closing shall be on the date specified as 229 the Closing Date (§ 2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 230 mutual agreement of the parties 231 12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other 232 terms and provisions hereof, Seller shall execute and deliver a good and sufficient general warranty deed to Buyer, at Closing, 233 conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall 234 be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Buyer's 235 signature hereon, whether assessed or not. Title shall be conveyed subject to: ., 236 a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 237 accepted by Buyer in accordance with § 8a [Title Review], 238 b. distribution utility easements, 239 C. those specifically described rights of third parties not shown by the public records of which. Buyer has actual 240 knowledge and which were accepted by Buyer in accordance with § 8b [Matters Not Shown by the Public Records], and 241 d. inclusion of the Property within any special taxing district, and CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 5 of 8 Buyer Initials Seller Initials This form produosd by: Formulator" for wro&w o BM-336-1027 * disclosure of March 7, 2002. In the event Seller fails to provide such disclosure then Seller will be deemed to have made such certification. In the event Seller discloses new physical condition(s) then Buyer shall have three business days from the date of disclosure to review said conditions and object -if Buyer. desires W-terminate* ..'this .contract. 242 e. the benefits and burdens of any declaration and party wall agreements, if any, and 243 f. other None 244 13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the 245 proceeds of this transaction or from any other source. 246 14. CLOSING COSTS: DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective Closing 247 costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and 248 complete all customary or reasonably required documents at or before Closing. Fees for real estate Closing services shall be 249 paid at Closing by 1& One -Half by Buyer and One -Half by Seller ❑ Buyer ❑ Seller ❑ Other 250 251 . Any sales and 252 use tax that may accrue because of this transaction shall be paid when due by ❑ Buyer 14 Seller. 253 15. PRORATIONS. The following shall be prorated to Closing Date (§ 2c), except as otherwise provided: 254 a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on 255 ❑ The Taxes for the Calendar Year Immediately Preceding Closing XThe Most Recent Mill Levy and Most Recent Assessment 256 ❑ Other - 257 b. Rents. Rents based on 9 Rents Actually Received ❑ Accrued. Security deposits held by Seller shall be 258 credited to Buyer. Seller shall assign all leases to Buyer and Buyer shall assume such leases. 259 mih ect to terms and conditions of Exhibit "B" 260 C. Other Prorations. Water, sewer charges; and interest on continuing loan(s), if any; and 261 as agreed to pursuant to terms of Exhibit "B" 262 d. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 263 16. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ 2c), 264 subject to the following lease(s) or tenancy(s): All leases then in effect for the pMperty and as agreed to 265 pursuant to terms of Exhibit "B" 266 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable 267 to Buyer for payment of $ 500.00 per day from the Possession Date (§ 2c) until possession is delivered. 268 17. NOT ASSIGNABLE: This contract shall not be assignable by Buyer without Seller's prior written consent. Except as so 269 restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of 270 the parties. 271 18. CONDITION OF, AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this contract, 272 the Property, Inclusions or both shall be delivered in the condition existing as of the date of this contract, ordinary wear and tear 273 excepted. 274 a. Casualty: Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty prior to 275 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 276 Closing Date (§ 2c). In the event such damage is not repaired within said time or if the damages exceed such sum, this contract may 277 be terminated at the option of Buyer by delivering to Seller written notice of termination. Should Buyer elect to carry out this contract 278 despite such damage, Buyer shall be entitled to a credit, at Closing, for all the insurance proceeds resulting from such damage to the 279 Property and Inclusions payable to Seller but not the owners' association, if any, plus the amount of any deductible provided for in 280 such insurance policy, such credit not to exceed the total Purchase Price. 281 b. Damane: Inclusions: Services. Should any Inclusion(s) or service(s) (including systems and components of the 282 Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this contract and Closing or possession, whichever shall 283 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 284 quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion(s), service(s) or fixture(s) 285 is not the responsibility of the owners' association, if any, less any insurance proceeds received by Buyer covering such repair or 286 replacement. 287 C. Walk-Throuah: Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through 288 the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this contract. 289 49- 290 291 292 20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note' or check received as Earnest Money 293 hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not 294 performed or waived as herein provided, there shall be the following remedies: 295 a. If Buyer is in Default: 296 ❑ (1) Specific Performance. Seller may elect to treat this contract as canceled, in which case all payments and 297 things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may 298 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 299 performalce or damages, or both. CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 6 of 8 Buyer Initials Seller Initials This form promoed by: Formulator" for w tdmas• 800-336-1027 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 X (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyer and retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies of specific performance and additional damages. b. If Seller is in Default: Buyer may elect to treat this contract as canceled, in which case all payments and things of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. C. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. Q+- 22. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event of any controversy regarding the Earnest Money and things of value held by broker or Closing Company (unless mutual written instructions are recieved by the holder of the Earnest Money and things of value), broker or Closing Company shall not be required to take any action but may await any proceeding, or at broker's or Closing Company's option and sole discretion, may interplead all parties and deposit any moneys or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney fees. 23. TERMINATION. In the event this contract is terminated, all payments and things of value received hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10c, 21 and 22. 24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) See Exhibit "A" and "B" attached hereto and incorporated by reference. a. The Seller shall not negotiate with or seek third party purchasers for the sale of the property during the term of Seller's contingency as set forth in Paragraph 9A of Exhibit "B." 25. ENTIRE AGREEMENT: SUBSEQUENT MODIFICATION: SURVIVAL. This contract constitutes the entire contract between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this contract. No subsequent modification of any of the terms of this contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this contract which, by its terms, is intended to be performed after termination or Closing shall survive the same. 26. FACSIMILE. Signatures X May ❑ May Not be evidenced by facsimile. Documents with original signatures shall be provided to the other party at Closing, or earlier upon request of any party. 27. NOTICE. Except for the notice requesting mediation described in § 21, any notice to Buyer shall be effective when received by Buyer or by Selling Company and any notice to Seller shall be effective when received by Seller or Listing Company. 28. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures .below, and the offering party receives notice of acceptance pursuant to § 27 on or before Acceptance Deadline Date and Acceptance Deadline Time (§ 2c). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may be executed arty, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed toy. he a f I 1 I@fe n ct between the parties. Date of Buyers Signature: Buyers Address: c% Eagle County Attorney's Office P.O. Box 850 Eagle CO 81631 Buyers Telephone No: 970-328-8685 Buyer's Fax No: 970-328-8699 Date of Buyers Signature: President 354 CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 7 of 8 This form produced by: Furmulatar for Wl .- 800335-1027 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 [NOTE: If this offer Is being countered or rejected, do not sign this document. Refer to § 29] EAGLE MANOR LIMIED PARTNERSHIP BY COLORADO PROPERTIES, INC., By: Seller Its General Partner Seller Robert B. Christensen, President Date of Seller's Signature: Seller's Address: Seller's Telephone No: Date of Seller's Signature: Seller's Fax No: 29. COUNTER: REJECTION. This offer is 0 Countered 0 Rejected. Initials only of party (Buyer or Seller) who countered or rejected offer _ END OF CONTRACT Note: Closing Instructions should be signed on or before Title Deadline. -....-..,.. ,,..,.-..r..,,. I _ Giamsitv& QtAe &igr�e4are- Bete CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - Assumption) Page 8 of 8 This form produced by: FUNMUlard7e for wrndatwo 800-336-1027 lam/ 24) ADDITIONAL PROVISIONS (continued) (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) Concerning property known as:See Exhibit "B" CBS 1-9-99 Contract to Buy and Sell Real Estate (Residential) Additional Provisions 71 This form produosd by: Formulator".rorWlndouv• 800,336-1027 U4.' a40111 I I VI1, r1,.... __ .... _ ..... -- LnC is, Golden [ �lhrly Housing Begin,t4.nq at a point on .the Easterly Line of said Lc>t 1, 'said point also being on the Westerly Right-of-way Line of Capitol Street, from which the most Southerly Cc.rner of said Lot i bears 5.35°33 r32"w. 286.51 feet distant; thence departing said Westerly Right -of -Way line S.86*46'00"W. 40.15 feet; thence N.54°26'28"W. 182.00 1' wt; ttit-nct• N.23*26':88"W. 13.00 ft-er r(; a point on the Westerly line of said Lot 1 ; thence d•lony said Westerly line the following two (2) courses: 1.1 14.35°3332"E. 151.33 feet 2: N.00°•33'O0111W. 37.75 feet • thence -departing said Westerly- line N.89027 00"E. 89.50 feet: thence N.00033'00"W. 108.00 feet; thence S.89'027'0O"W. 89.50 feet to a point on the Westerly line of said Lot l: thence along said westerly line N.0O033'00"w. 65.00 feet to the most Northwesterly Corner of said Lot 1, said' point also being the Southwesterly Corner of Lot 62: th>enco d Lone the: Northerly line of said Lot 1, biting the same as the .Southerly line of Lots 62 • and 63. N.89°27100"E. 146.17 feet to the Southeasterly Corner' of Lot 63; thence along the Easterly Line of Lot 63, N.0O*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.89027'00"E. 60.78 feet to the Northwesterly Corner of Wt. 64; thence along the Westerly line of Lot 64 the following Mo (2) courses: r) 5.14034'26"W. 38.13 fevi 2) 5.O003310O"E. 63.00 feer to the Southwesterly Corner of Lot 64: thence along the Southerly- lines of Lots 64, 65, 66 and 67 the following four (4) courses: ' 1.} S.86927.52"E. 70.18 fear ' 2) S.80r*27052"E. 57.79 fet.•t 3) ; S.74027152"E. 55.15 fu&t 4) S.68027152"E. S4_91 feer to the Southeasterly Corner of Lor 67, said .poLnt also beinq on the Westerly Right -of -Way Line of CapitoL Street: thence along said Westerly line the following two 12) courses: ' 1) 38.46 feet a mel to%r arc of a etirvp to the right with a radius of 446.37 Lerc, the churl uL which bears 5.33005-'27"w. 38.45 feet 2) S.351033'32"N. 495.04 feet to the point of beginning. Said Lot l8 contains 3.190 acres, more or less. EXHIBIT "A" N EXHIBIT "B" ADDENDUM OF TERMS AND CONDITIONS TO THE CONTRACT TO BUY AND SELL REAL ESTATE DATED October 22, 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, and the balance of any operating and maintenance accounts as well as the reserve account at 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 $1,041,390.00 and the second loan is in the approximate amount of $25,106.31. 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 gate shall not exceed one percent (1%) per annum and the new monthly payment with the application of interest credit installments shall not exceed $2,600.00 principal and interest. Buyer agrees to assume and pay such existing loan amounts so long as in Buyer's sole discretion acceptable terms and conditions for such loans, can be reached with USDA. In addition, Buyer shall review and determine in 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. Eagle County on behalf of Buyer has applied for such grants. 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 grant terms by Objection to Loan Deadline (see § 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. Buyer is to pay part of the purchase price by assuming an existing loan or loans, and through grants. The Buyer (through Eagle County) has made a written application for such assumption and grants. Seller shall cooperate with Buyer and USDA or any grantor to assist Buyer in obtaining approval, and shall diligently and timely pursue the same in good faith, execute all documents and furnish all information and documents required by them. Buyer agrees that it shall not intentionally cause any change in circumstances which would prejudice approval. B. Loan Review. This contract is contingent upon Buyer's review and approval of the provisions of the loan documents from USDA. Loan documents shall be provided to Buyer no later than the Loan Document Deadline (see § 2c). Buyer shall be responsible for obtaining the necessary assumption, release and or other loan documents from USDA no later than the Loan Document Deadline (see §2c). If written notice of objection to such loan documents, signed by Buyer, is not received by Seller by the Objection to Loan Deadline (see § 2c) Buyer accepts the terms and conditions of the documents. This contract is also contingent upon USDA approval of the sale to the Buyer, including approval of a management plan, approval of a management agreement and the assignment of any rental assistance or interest credits payable by USDA. If USDA approval is not received by the Approval of Loan Transfer Deadline (see §2c) this contract shall terminate on such date. C. The Parties state and agree that pursuant to an agreement dated February 12, 2002, between Eagle County and/or assigns and Seller, which agreement has expired, Eagle County submitted certain grant and loan applications to USDA and the State of Colorado. Seller understands that Golden Eagle Elderly Housing Corporation now intends to rely upon those previously submitted applications. Tlie Parties agree to work together should either USDA or the State require additional information as a result of this Agreement. D. Seller shall be released from liability on the USDA loans as more fully set forth in paragraph 9b hereof. 2 \ftw/ 7. Closing. A. Buyer may extend the closing up to three (3) times, for one (1) month each time upon payment of the sum of $2,500.00 per extension, such amounts) to be applied towards the purchase price at closing. Such additional sums shall be treated as earnest money but shall not refunded to Buyer with interest if either Buyer or Seller elects to exercise a contingency in this Agreement which requires return of the earnest money. B. Seller shall also execute and deliver to Buyer at closing (i) a Bill of Sale, (ii) an Assignment of Intangibles, (iii) Assignment of Leases and Service Contracts, and (iv) any other documents reasonably requested by Buyer in form and substance reasonably satisfactory to Buyer, and such property shall be conveyed to Buyer free and clear of all liens and encumbrances. C. All refundable and non-refundable deposits, advance rental payments and rental fees collected at or before closing from tenants of the Property as of closing, including security and cleaning deposits, as well as consideration involving future lease credits, shall be credited to Buyer. D. The amount of any utilities, bond or assessment which is a lien shall be paid by Seller. E. Seller has represented that there are no laundry leases, cable television or similar service contracts under which Seller has made an advance payment. To the extent that such leases acceptable to Buyer exist, the same shall be transferred to Buyer. Further, the parties agree that to the extent there are any miscellaneous bills for service or other contracts, the same shall be prorated between Buyer and Seller to the date of closing. F. Seller shall pay the two percent withholding required by the State of Colorado for foreign or out of state Sellers, if necessary, and any other tax attributable to it (for example Capital Gains Tax) by virtue of the sale. G. Seller shall pay one-half of any escrow fees or similar charges, one-half of closing costs including one-half of the costs of obtaining any forms, including the cost of preparing the deed and other transfer documents required to be delivered to Buyer at closing. H. Buyer shall pay one-half of any escrow fees or similar charges, one-half of closing costs including one-half of the costs of obtaining any forms, including the cost of preparing the deed and other transfek. 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, and the balance of any operating and maintenance accounts at closing. Seller shall also 3 \"WV 1-ft� receive the balance of the reserve account at closing. At closing Buyer shall be responsible for assuring that all accounts are funded to the extent requested by USDA. J. All tenant files and leases shall be up to date at the time of closing including all needed certifications and the same shall be transferred to Buyer. K. Seller shall transfer by appropriate means to Buyer at the time of closing any computer(s) and associated hardware, managers' helper, software, software licensing agreement, electronic records and documents. L. The parties agree that each shall be solely responsible for its own attorney fees associated with this transaction and closing. M. Seller shall cooperate, provide, and allow the use by Buyer of all documentation and records associated with the Property as may be necessary after closing for the operation of the Property and compliance with USDA or other regulations. 8. Buyer Contingencies. Buyer is authorized to contact and discuss with, and if desired, retain consultants, engineers, draftsman and architects at Buyer's expense. A. Seller previously provided Buyer, with a current rent roll, including a schedule of tenant deposits and fees, date of last rent received and description of defaults. On or before the Off -Record Matters Deadline (see §2C) Seller agrees to provide Buyer with a written statement setting forth any change in that information or a description of any defaults. B. Seller previously provided Eagle County with a personal property inventory dated April 16, 2002 which is attached hereto as Exhibit C. On or before the Off -Record Matters Deadline (see §2c) Seller agrees to provide Buyer with a written certification which represents and warrants that there has been no change in the inventory and that the items identified therein will pass at closing to Buyer. In the event Seller fails to provide such disclosure then Seller will be deemed to have made such certification. C. Seller previously provided copies of all service, management, and operating contracts and leases relating to the Property to Eagle County. It is agreed between the parties that such service, management and operating contracts shall be terminated by Seller at the time of closing and Buyer shall have no responsibility for the same. Seller shall provide proof of satisfactory termination to Buyer. ; D. To the extent not set forth above, Seller has provided the following items to Buyer: 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; 1%� 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. On or before the Off -Record Matters Deadline (see § 2c) Seller agrees to provide Buyer with a written certification which represents and warrants that there has been no change in the above referenced items since February 12, 2002. In the event Seller fails to provide such disclosure then Seller will be deemed to have made such certification. In the event Seller discloses new or updated information then Buyer shall have three business days to review such information. If Buyer objects to such new information by the Off -Record Matters Objection Deadline (see §2c) then all earnest money shall be returned to Buyer. E. 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). F. Buyer shall have until the Loan Document Deadline (See Section 2C) to work with USDA toward a resolution of ADA compliance is, ,des. In the event that in Buyer's opinion a satisfactory resolution is not reached then Buyer may terminate this contract. G. If documents set forth in Sub -Paragraphs A-F 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 E `*� 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 disapproves then all earnest money shall be immediately returned to Buyer. 9. Seller's Contingencies. Seller's obligations under this contract are subject to the following conditions: A. The written approval of the sale contemplated under this agreement by any limited partner required under the Seller's Partnership Agreement by October 31, 2002. If seller fails to obtain such written approval by October 31, 2002 then the earnest money deposit, with interest, shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. B. The written approval of USDA as to the release of Seller under the existing loan documents, such approval to be obtained no later than the Approval of Loan Transfer Deadline (see §2c). If such approval is not obtained by such time, then the earnest money, with interest, shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. 10. Seller's Warranties. Seller hereby warrants and represents to the best of Seller's actual knowledge and except as otherwise disclosed, for the benefit of Buyer and its assigns, the following, both as of the date hereof and as of the date of closing: A. All documents delivered to Buyer are originals or true and correct copies thereof. The information provided by Seller to Buyer hereunder does not contain any untrue statement of material fact and does not omit to state any material fact necessary in order to make the information provided hereunder not misleading. B. The current tenant leases are in full force and effect. Seller shall disclose any and all rental and lease agreements, implicit or explicit. C. There are not presently pending any special assessments or condemnation actions against the property or any part thereof, nor has Seller received any notice of any special assessments or condemnation action being contemplated. There is no litigation or other proceeding pending, or threatened which would affect the property or its operation. D. The property does not contain any hazardous or toxic materials, including, but not w 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. C \%MooJ 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 Seller, now or at closing, have been or will be duly authorized and executed and delivered by Buyer and are legal, valid and binding obligations of Buyer and are enforceable. The parties executing this contract represent and warrant that they are fully authorized to execute it subject to any conditions identified in the contract or any exhibits attached thereto. B. Buyer has not been disbarred, suspended, or denied participation in any USDA or HUD program. 12. Seller and Buyer agree to indemnify, protect and defend and hold'the other harmless from and against any and all liabilities, damages, losses, cause of action, claims, costs and/or expenses (including without limitation, attorney fees, costs and court costs) arising from or incurred in connection with any breach of any of the foregoing representations and warranties or from any false information provided by Seller or Buyer or any material information known to Seller or Buyer which either has failed to disclose. 13. All representations and warranties and indemnities contained in this agreement or implied by law shall be deemed to survive the closing and shall not merge with the deed, provided that, all such representations, warranties and indemnities shall terminate and be of no further force and effect after three (3) years from the date of closing. 14. Seller is not a foreign person or entity within the meaning of section 1445 of the Internal Revenue Code of 1986 or under any similar sections of any similar laws of the State of Colorado, i.e. Seller is not a nonresident alien foreign corporation, foreign partnership, foreign trust or foreign estate. Seller shall sign under penalty of perjury and deliver to Buyer at closing a certification thereof indicating Seller's U.S. taxpayer identification number and address. Any taxes or withholding as a result of the sale shall be paid by Seller. 7 15. Seller and Buyer agree to promptly provide each other with any and all new documents or other items affecting or regarding the Property on an ongoing basis until closing and in the event of an assignment, assignee shall have all the benefits, including rights to specific performance, damages and enforcement of Seller's representations and warranties that Buyer has. 16. The Seller and Buyer agree that this contract may be assigned to a yet to be formed nonprofit corporation created and controlled by Buyer. Any assignment to any other party shall be subject to approval by Seller. Further any assignment by Buyer must be approved by USDA by the Approval of Loan Transfer Deadline (see section 2c) If such approval is not obtained by such time, then the earnest money, with interest, shall be immediately returned to Buyer without any further obligation on the part of either Buyer or Seller. 17. Until possession is delivered to Buyer, Seller agrees at its sole cost and expense to manage maintain and keep the Property and all the improvements thereon in not less than the same manner and in the same order and condition as they are managed and maintained and kept as of the date of execution of this contract. 18. Should any act or notice required hereunder fall due on a weekend or holiday, the time for performance shall be extended to the next business day. 19. To the extent there is a breach of any of the contract terms which survive 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 1RC 1031. Such cooperation may include the assignment of all or a portion of this Agreement to a third party, the substitution of such third party as the Seller or Buyer and the execution of all documents reasonably necessary to complete the exchange in accordance with applicable laws and regulation. Parties agree that the consummation of this Agreement is not predicated or conditioned upon completion of any such exchange. Seller or Buyer shall not incur any additional liability or financial obligation as a consequence of the other party's contemplated exchange. 21. Notwithstanding anything to the contrary contained in this contract, the Buyer shall have no obligations under this Agreement, nor shall any payment be made to Seller without any appropriation therefor in accordance with a budget adopted by the Eagle County 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. N. GOLDEN EAGLE ELDERLY HOUSING CORPORATION, a Colorado Corporation By: 6Z�� Am M. Menconi, President EAGLE MANOR LIMITED PARTNERSHIP by Colorado Properties, Inc., Its General Partner 0 G:\dhm\Golden Eag1e\Addendum10-22.wpd Robert B. Christenson, President w INVENTORY OF �EJRN ; .1r:�, �Jl� 1X?";JRcSx =c�, �,��i� T v0}•: '! �C. DATE OF 1NMENTJRY MAKE Ev og a. SERIAL* COST DATE PURCHASEDZf a039 Lq e 2. � ;y ��v " 1a�v .1� = rev -• .. 3c? boo oaoo ov Hof -�' -a -o ff %� . � o �7 0 003A' N 2 00 447/_ " . _ ;aVENITORY =�1RI�f : �r:E, �1XT�JRCS• & EQUIPMEN T � - t rO / p LEX DATE OTF INVE TORY t t DATE ._ jj MAKE MODEL SERIAL # COST PURCHASED ko *SEF,. ATTACHM T "A" I a i ATTACHMENT "A" including but not limited to, all appliances; blinds or window treatments All items of personal property and fixtures associated with the ownership and management cif the property and fixtures in each unit, owned by or donated to Owner, shall pass to the buyer at the time of closing and shall be treated as if fully set forth in the inventory. All items of personal property. identified in the contract to buy and sell real estate dated February 12, 2002, including but not limited to computer hardware, software, computer files, the "manager's helper," shall pass to the buyer at the time of closing and shall be treated as if fully set forth in the inventory. r Robert C. Chri By: �— — - Michael L. Gallagher, Chairni Eagle County Board of County Commissioners 'ssix