CONTRACT TO BUY AND SELL REAL ESTATE
(COMMERCIAL)
1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the
Property defined below on the terms and conditions set forth in this contract.
2. DEFINED TERMS.
a. Buyer. Buyer, M.D.T.I. Molecular Diagnostics & Therapeutics, Inc. will
take title to the real property described below as [ ] Joint Tenants [ ] Joint
Tenants [ ] Tenants In Common [X] Other
b. Property. The Property is the following legally described real estate:
Xxxx 0 Xxx 0, Xxxxx 4; and Lots 2 and 3, Block 5; totaling 4.76 acres m/l plus
an additional parcel of land 80 ft. x 405 ft (32,400 sq. ft.) for a total of 5.5
acres m/l in the County of in the Vista Commercial Center, Weld County,
Colorado, commonly known as No.(to be determined) Xxxxxxxx Xxxxxxxx 00000 Street
Adress:---- City----State ---- Zip---- together with the interests, easements,
rights, benefits, improvements and attached fixtures appurtenant thereto, all
interest of Seller in vacated streets and alleys adjacent thereto, except as
herein excluded.
c. Dates and Deadlines.
Item No. Reference Event Date or Deadline
--------------------------------------------------------------------------------
1 ss.5a Loan Application Deadline n/a
2 ss.5b Loan Commitment Deadline n/a
3 ss.5c Buyer's Credit Information Deadline n/a
4 ss.5c Disapproval of Buyer's Credit Deadline n/a
5 ss.5d Existing Loan Documents Deadline n/a
6 ss.5d Objection to Existing on a Deadline n/a
7 ss.5d Approval of Loan Transfer Deadline n/a
8 ss.6a Appraisal Deadline June 15, 2000
9 ss.7a Title Dealing June 15, 2000
10 ss.7a Survey Deadline June 15, 2000
11 ss.7b Document Request Deadline June 20, 2000
12 ss.8a Title Objection Deadline June 20, 2000
13 ss.8b Off Record Matters Deadline June 15, 2000
14 ss.8b Off Record Matters objection Deadline June 20, 2000
15 ss.10 Seller's Property Disclosure Deadline June 15, 2000
16 ss.10a Inspection Objection Deadline June 22, 2000
17 ss.10b Resolution Deadline June 30, 2000
18 ss.11 Closing Date July 17, 2000
19 ss.16 Possession Date delivery of deed
20 ss.16 Possession Time hour of closing
21 ss.28 Acceptance Deadline Date March 17, 2000
22 ss.28 Acceptance Deadline Time 12:00 noon
d. Attachments. The following exhibits, attachments and addenda are a part
of this contract: Common Interest Community Addendum.
e. Applicability of Terms. A check or similar xxxx in a box means that such
provision is applicable. The abbreviation "N/A" means not applicable.
3. INCLUSIONS AND EXCLUSIONS.
a. The Purchase Price includes the following items (inclusions);
(1) Fixtures. If attached to the Property on the date of this
contract, lighting, heating, plumbing, ventilating, and air conditioning
fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors,
floor coverings, intercom systems, sprinkler systems and controls, and n/a.
(2) Other Inclusions. If on the Property whether attached or not on
the date of this contract; storm windows, storm doors, window and porch shades,
awnings, blinds, screens, window coverings, curtain rods, drapery rods, storage
sheds, and all keys. Check box if included: [ ] Smoke/Fire Detectors, [ ]
Security Systems(s); and n/a.
(3) Trade Fixtures. With respect to trade fixtures, Seller and buyer
agree as follows: n/a
b. Instruments of Transfer. The Inclusions are to be conveyed at Closing
free and clear of all taxes, liens and encumbrances, except as provided inss.12.
Conveyance shall be by xxxx of sale or other applicable legal instrument(s).
c. Exclusions. The following attached fixtures are excluded from this sale:
n/a
CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - New Loan)
Buyer Initials: MHB Seller Initials: LED NRS Page 1 of 5
4. PURCHASE PRICE AND TERMS. The Purchase price set forth below shall be payable
in U.S. Dollars by Buyer as follows: Price is calculated @ $5.00 per sq. ft. for
239,746 square feet of land.
Item No. Reference Item Amount Amount
1 ss.4 Purchase Price $1,198,730.00
2 ss.4a Xxxxxxx Money $*114,750.00 see Add. Prov.g
3 ss.4b New Loan
4 ss.4c Assumption Balance
5 ss.4d Seller or Private Financing
6 ss.4e Cash at Closing 1,083,980.00
7 TOTAL $1,198,730.00 $1,198,730.00
x. Xxxxxxx Money. The Xxxxxxx Money set forth in this Section, in the form
of 102,000 shares of stock in part payment of the Purchase Price and shall be
payable to and held by Xxxx Realty, Inc. in its trust account, on behalf of both
Seller and Buyer. The parties authorize delivery of the Xxxxxxx Money deposit to
the Closing Company, if any, at or before Closing. *M.D.T.I. corporate stock to
be issued in name of Seller.
b. New Loan. Buyer shall obtain a new loan set forth in this Section and as
follows: [ ] Conventional [ ] Other n/a. This loan will be secured by a n/a
(1st, 2nd, etc.) deed of trust.
The loan total loan amount not in excess of $___ shall be amortized over a
period of n/a years at approximately $n/a per month including principal and
interest not to exceed n/a% per annum, plus, if required by Buyer's lender a
monthly deposit of 1/12 of the estimated annual real estate taxes and property
insurance premium. If the loan is an adjustable interest rate or graduated
payment loan, the monthly payments and interest rate initially shall not exceed
the figures set forth above.
Loan discount points, if any, shall be paid to lender at Closing and shall
not exceed one % of the total loan amount. Notwithstanding the loan's interest
rate, the first one loan discount points shall be paid by Buyer and the
balance, if any, shall be paid by Buyer.
Buyer shall timely pay Buyer's loan costs and a loan origination fee not to
exceed one % of loan amount.
c. Assumption. (Omitted as inapplicable.)
d. Seller or Private Financing. (Omitted as inapplicable.)
e. Cash at Closing. All amounts paid by Buyer at Closing including Cash at
Closing, plus Buyer's closing cost, shall be in funds which comply with all
applicable Colorado laws, which include cash, electronic transfer funds,
certified check, savings and loan teller's check and cashier's check (Good
Funds).
5. FINANCING CONDITIONS AND OBLICATIONS.
a. Loan Applications. If Buyer is to pay all or part of the Purchase Price
obtaining an new loan, or if an existing loan is not to be released at Closing,
Buyer, if required by such lender, shall make written application by Loan
Application Deadline (Sec.2c). Buyer shall cooperate with Seller and lender to
obtain loan approval, diligently and timely pursue same in good faith, execute
all documents and furnish all information and documents required by lender, and,
subject to Sec.4, timely pay the cost of obtaining such loan or lender consent.
Buyer agrees to satisfy the reasonable requirements of lender, and shall not
withdraw the loan or assumption application, nor intentionally cause any change
in circumstances which would prejudice lender's approval of the loan application
or funding of the loan.
b. Loan Commitment. If buyer is to pay all or part of the Purchase Price by
obtaining a new loan as specified in Sec.4b, this contract is conditional upon
Buyer obtaining a written loan commitment including, If required by lender, (1)
lender verification of employment, (2) lender approval of Buyer's
credit-worthiness, (3) lender verification that Buyer has sufficient funds to
close, and 94) specification of any remaining requirements for funding said
loan. This condition shall be deemed waived unless Seller receives from Buyer,
no later than Loan Commitment Deadline (Sec.2c), written notice of Buyer's
inability to obtain such loan commitment. If Buyer so notifies Seller, this
contract shall terminate. IF BUYER WAIVES THIS CONDITION BUT DOES NOT CLOSE,
BUYER SHALL BE IN DEFAULT.
c. Credit information. (Omitted as inapplicable.)
d. Existing Loan Review. (Omitted as inapplicable.)
6. APPRAISAL PROVISIONS.
a. Appraisal Condition. This subsection a. [x] Shall [ ] Shall Not apply.
Buyer shall have the sole option and election to terminate this contract if the
Purchase Price exceeds the Property's valuation determined by an appraiser
engaged by Buyer or Buyer's lender. The contract shall terminate by Buyer giving
Seller written notice of termination and either a copy of such appraisal or
written notice from lender which confirms the Property's valuation is less than
the Purchase Price, received on or before the Appraisal Deadline (Sec.2c). If
Seller does not receive such written notice of termination on or before the
Appraisal Deadline (Sec.2c). Buyer waives any right to terminate under this
subsection.
b. Cost of Appraisal. Cost of any appraisal to be obtained after the
date of this contract shall be timely paid By [x] Buyer [ ] Seller.
7. EVIDENCE OF TITLE.
a. Evidence of Title; Survey. On or before Title Deadline (Sec.2c), Seller
shall cause to be furnished to Buyer, 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 checked, [ ] An Abstract of title certified to a current date. If
a title insurance commitment is furnished, it [x] Shall [ ] Shall Not commit to
delete or insure over the standard exceptions which relate to
(1) parties in possession,
(2) unrecorded easements,
(3) survey matters,
(4) any unrecorded mechanics' liens,
(5) gap period (effective date of commitment to date deed is recorded), and
(6) unpaid taxes, assessments and unredeemed tax sales prior to the year of
Closing.
Any additional premium expense to obtain this additional coverage shall be paid
by [x] Buyer [ ] Seller. An amount not to exceed $_____ to be determined for the
cost of any improvement location certificate or survey shall be paid by [ ]
Buyer [x] Seller. If the cost exceeds this amount, Seller shall pay the excess
on or before Closing. The improvement location certificate or survey shall be
received by Buyer on or before Survey Deadline (Sec.2c). Seller shall cause the
title insurance policy to be delivered to Buyer as soon as practicable at or
after Closing.
b. Copies of Exceptions. On of before Title Deadline (Sec.2c), Seller, at
Seller's expense, shall furnish to Buyer, (1) a copy of any plats, declarations,
covenants, conditions and restrictions burdening the Property, and (2) if a
title insurance commitment is required to be furnished, and if this box is
checked [x] Copies of any Other Documents listed in the schedule of exceptions
(Exceptions). Even if the box is not checked, Seller shall have the obligation
to furnish these documents pursuant to this subsection of requested by Buyer any
time on or before the Document Requested Deadline (Sec.2c). This requirement
shall pertain only to documents as shown of record in the office of the clerk
and recorder(s). The abstract or title insurance commitment, together with any
copies or summaries of such documents furnished pursuant to this Section,
constitute the title documents (Title Documents).
8. TITLE.
a. Title Review. Buyer shall have the right to inspect the Title Documents.
CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - New Loan)
Buyer Initials: MHB Seller Initials: LED NRS Page 2 of 5
Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before Title Objection Deadline
(Sec.2c), or with five (5) calendar days after receipt by Buyer of any Title
Document(s) or endorsement(s) adding new Exception(s) to the title commitment
together with a copy of the Title Document adding new Exception(s) to title. If
Seller does not receive Buyer's notice by the date(s) specified above, Buyer
accepts the condition of title as disclosed by the Title Documents as
satisfactory.
b. Matters not Shown by the Public Records. Seller shall deliver to Buyer,
on or before Off-Record Matters Deadline (Sec.2c) true copies of all lease(s)
and survey(s) in Seller's possession pertaining to the Property and shall
disclose to Buyer all easements, liens or other title matters not shown by the
public records of which Seller has actual Knowledge. Buyer shall have the right
to inspect the Property to determine if any third party(ies) has any right in
the Property not shown by the public records (such as an unrecorded easement,
unrecorded lease, or boundary line discrepancy). Written notice of any
unsatisfactory condition(s) disclosed by Seller or revealed by such inspection
shall be signed by or on behalf Buyer and give to Seller on or before Off-Record
Matters Objection Deadline (Sec.2c). If Seller does not receive Buyer's notice
by said date, Buyer accepts title subject to such rights, if any, of third
parties of which Buyer has actual Knowledge.
c. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLICATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICT, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND
THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
In the event the Property is located within a special taxing district and
Buyer desires to terminate this contract as a result, if written notice is
received by Seller on or before Off-Record Matters Objection Deadline (Sec.2c),
this contract shall then terminate. If Seller does not receive Buyer's notice by
such date, Buyer accepts the effect of the Property's inclusion in such special
taxing district(s) and waives the right to so terminate.
d. Right of Cure. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) or commitment terms as
provided in Sec.8a or b above, Seller shall use reasonable effort to correct
said items and bear any nominal expense to correct the same prior to Closing. If
such unsatisfactory title condition(s) are not corrected on or before Closing,
this contract shall then terminate; provided, however, Buyer may, by written
notice received by Seller, on or before Closing, waive objection to such items.
e. Title Advisory. The Title Documents affect the title, ownership and use
of the Property and should be reviewed carefully. Additionally, other matters
not reflected on the Title Documents may affect the title, ownership and use of
the Property, including without limitation boundary lines and encroachments,
area, zoning, unrecorded easements and claims of easements, leases and other
unrecorded agreements, and various laws and governmental regulation s concerning
land use, development and environmental matters. The surface estate may be owned
separately from the underlying mineral estate, and transfer of the surface
estate does not necessarily include transfer of the mineral rights. Third
parties may hold interests in oil, gas other minerals, geothermal energy or
water on or under the Property, which interests may give them rights to enter
and use the Property. Such matters may be excluded from the title insurance
policy. Buyer is advised to timely consult legal counsel with respect to all
such matters as there are strict time limits provided in this contract (e.g.,
Title Objection Deadline (Sec.2c)) and Off-Record Matters Objection Deadline
(Sec.2c).
9.LEAD BASED PAINT. Unless exempt, if the improvements on the Property include
one or more residential dwelling(s) for which a building permit was issued prior
to January 1, 1978, this contract shall be void unless a completed Lead-Based
Paint Disclosure (Sales) form is signed by Seller and the required real estate
licensee(s), which must occur prior to the parties signing this contract.
10. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property
Disclosure Deadline (Sec.2c), Seller agrees to provide Buyer with a written
disclosure of adverse matters regarding the Property completed by Seller to the
best of Seller's current actual knowledge.
a. Inspection Objection Deadline. Buyer shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions, at
Buyer's expense. If the physical condition of the Property or Inclusions is
unsatisfactory in buyer's subjective discretion, Buyer shall on or before
Inspection Objection Deadline (Sec.2c):
(1) notify Seller in writing that this contract is terminated, or
(2) provide Seller with a written description of any unsatisfactory
physical condition which buyer requires Seller to correct (Notice to
Correct).
If written notice is not received by Seller on or before Inspection Objection
Deadline (Sec.2c), the physical condition of the Property and Inclusions shall
be deemed to be satisfactory to Buyer.
b. Resolution Deadline. If Notice to Correct is received by Seller and if
Buyer and Seller, have note agreed in writing to settlement thereof on or before
Resolution Deadline (Sec.2c), this contract shall terminate one calendar day
following the Resolution Deadline, unless before such termination Seller
receives Buyer's written withdrawal of the Notice to Correct.
c. Damage; Liens; Indemnity. Buyer is responsible for payment for all
inspections, surveys, engineering reports or for any the work performed at
Buyer's request and shall pay for any damage which occurs to the Property and
Inclusions as a result of such activities. Buyer shall not permit claims or
liens of an kind against the Property for inspections, surveys, engineering
reports and for any other work performed on the Property at Buyer's request.
Buyer agrees to indemnify, protect and hold Seller harmless from and against any
liability, damage, cost or expense incurred by Seller in connection with any
such inspection, claim, or lien. This indemnity includes Seller's right to
recover all costs and expenses incurred by Seller to enforce this subsection,
including Seller's reasonable attorney fees. The provision of this subsection
shall survive the termination of this contract.
11. CLOSING. Delivery of deed(s) from Seller to buyer shall be at Closing
(Closing). Closing shall be on the date specified as the Closing Date (Sec.2c)
or by mutual agreement at an earlier date. The hour and place of Closing shall
be as designated by Xxxx Realty, Inc. as mutually agreed by the parties.
12. TRANFER OF TITLE. Subject to tender or payment at Closing as required herein
and compliance by Buyer with the other terms and provisions hereof, Seller shall
execute and deliver a good and sufficient Genera Warranty Deed to Buyer, at
Closing, conveying the Property free and clear of all taxes except the general
taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for
special improvements installed as of the date of Buyer's signature heron,
whether assessed or not. Xxxxxx shall be conveyed subject to:
a. those specific Exceptions described by reference to recorded documents
as reflected in the Title Documents accepted by Buyer in accordance with Sec.8a
[Title Review],
b. Distribution utility easements,
c. those specifically described rights of third parties not shown by the
public records of which buyer has actual knowledge and which were accepted by
Buyer in accordance with Sec.8b [Matters Not Shown by the Public Records], and
d. inclusion of the Property within any special taxing district, and
e. the benefits and burdens of any declaration and party wall agreements,
if any, and
f. other
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid
at or before Closing from the proceeds of this transaction or from any other
source.
14. CLOSING COSTS; DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good
Funds, their respective Closing costs and all other items required to be paid at
Closing, except as otherwise provided herein. Buyer and Seller shall sign and
complete all customary or reasonably required documents at or before Closing.
Fees for real estate Closing services shall be paid at Closing by [x] One-Half
by Buyer and One-Half by Seller [ ] Buyer [ ] Seller [ ] Other.
CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial - New Loan)
Buyer Initials: MHB Seller Initials: LED NRS Page 3 of 5
The local transfer tax of _________% of the Purchase Price shall be paid at
Closing by [ ] Buyer [ ] Seller. Any sales and use tax that may accrue because
of this transaction shall be paid when due by [ ] Buyer [ ] Seller.
15.PRORATIONS. The following shall be prorated to Closing Date, except as
otherwise provided:
a. Taxes. Personal property taxes, if any, and general real estate taxes
for the year of Closing, based on [ ] The Taxes for the Calendar Year
Immediately Preceding Closing [x] the Most Recent Mill Levy and Most Recent
Assessment [ ] Other
b. Rents. Rents based on [ ] Rents Actually Received [ ] Accrued. Security
deposits held by Seller shall be credited to Buyer. Seller shall assign all
leases to Buyer and Buyer shall assume such lease.
c. Other Prorations. Water, sewer charges; and interest on continuing
loan(s), if any, and Association fees and any other assessments.
d. Final Settlement. Unless otherwise agreed in writing, these prorations
shall be final.
16.POSSESSION. Possession of the Property shall be delivered to Buyer on
Possession Date and Possession Time (Sec.2c), subject to the following lease(s)
or tenancy(s): none
If Seller, after Closing, fails to deliver possession as specified, Seller shall
be subject to eviction and shall be additionally liable to Buyer for payment of
$75.00 per day from the Possession Date (Sec.2c) until possession is delivered.
17. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without
Seller's prior written consent. Except as so restricted, this contract shall
inure to the benefit of and be binding upon the heirs, personal representatives,
successors and assigns of the parties.
18. CONDITION OF, AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise
provided in this contract, the Property, inclusion or both shall be delivered in
the condition existing as of the date of this contract, ordinary wear and tear
excepted.
a. Casualty; Insurance. In the event the Property or Inclusions shall be
damaged by fire or the casualty prior to Closing, in an amount of not more than
ten percent of the total Purchase Price, Seller shall be obligated to repair the
same before the Closing Date (Sec.2c). In the event such damage is not repaired
within said time or if the damages exceed such sum, this contract may be
terminated at the option of Buyer by delivering to Seller written notice of
termination. Should Buyer elect to carry out this contract despite such damage,
Buyer shall be entitled to a credit, at Closing, for all the insurance proceeds
resulting from such damage to the Property and Inclusions payable to Seller but
not the owner's association, if any, plus the amount of any deductible provided
for in such insurance policy, such credit not to exceed the total Purchase
Price.
b. Damage; Inclusions; Services. Should any Inclusion(s) or service(s)
(including systems and components of the Property, e.g. heating, plumbing, etc.)
fail or be damaged between the date of this contract and Closing or possession,
whichever shall be earlier, then Seller shall be liable for the repair or
replacement of such Inclusion(s) or service(s) with a unit of similar size, age
and quality, or an equivalent credit, but only to the extent that the
maintenance or replacement of such Inclusion(s) or service(s) or fixture(s) is
not the responsibility of the owner's association, if any, less any insurance
proceeds received by Buyer covering such repair or replacement.
c. Walk-Through: Verification of Condition. Buyer, upon reasonable notice,
shall have the right to walk through the Property prior to Closing to verify
that the physical condition of the Property and Inclusions complies with this
contract.
19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and
Seller acknowledge that the Selling Company or the Listing Company has advised
that this document has important legal consequences and has recommended the
examination of title and consultation with legal and tax or other counsel before
signing this contract.
20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or
check received as Xxxxxxx Money hereunder or any other payment due hereunder is
not paid, honored or tendered when due, or if any other obligation hereunder is
not performed or waived as herein provided, there shall be the following
remedies:
a. If Buyer Is in Default:
[ ] (1) Specific Performance. Seller may elect to treat this contract as
canceled, in which case all payments and things of value received hereunder
shall be forfeited and retained on behalf of Seller, and Seller may recover such
damages as may be proper, or Seller may elect to treat this contract as being in
full force and effect and Seller shall have the right to specific performance or
damages, or both.
[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.
21. MEDIATION. If a dispute arises relating to this contract, prior to or after
Closing, and is not resolved, the parties shall first proceed in good faith to
submit the matter to mediation. Mediation is a process in which the parties meet
with an impartial person who helps to resolve the dispute Informally and
confidentially. Mediators cannot impose binding decisions. The parties to the
dispute must agree before any settlement is binding. The parties will jointly
appoint an acceptable mediator and will share equally In the cost of such
mediation. The mediation, unless otherwise agreed, shall terminate in the event
the entire dispute Is not resolved 30 calendar days from the date written notice
requesting mediation is sent by one party to the other(s). This Section shall
not alter any date In this contract, unless otherwise agreed.
22. XXXXXXX MONEY DISPUTE. Notwithstanding any termination of this contract,
Buyer and Seller agree that, in the event of any controversy regarding the
Xxxxxxx Money and things of value held by broker or Closing Company (unless
mutual written instructions are received by the holder of the Xxxxxxx 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 toss.ss.10c, 21 and 22.
24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not
been approved by the Colorado Real Estate Commission.)
a. Contract shall be subject to approval of Seller's Replat by Weld County
Planning and Weld County Commissioners.
b. Contract shall be subject to installation, by Seller, of utilities
including electrical, water, and sewer, and necessary requirements of roads by
Weld County.
c. Seller and Buyer agree that Buyer may purchase one or more water taps
from Horizon Investments LLC at the current price, at the time of purchase, as
determined by Left Hand Water District.
--------------------------------------------------------------------------------
CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial New Loan)
Buyer initials MHB Seller Initials NRS LED Page 4 of 5
ADDITIONAL PROVISIONS (continued)
24. ADDITIONAL PROVISIONS (continued).
(The language of these additional provisions has not been approved by the
Colorado Real Estate Commission.)
Concerning the Property know as: Xxxx 0 xxx 0, Xxxxx 0 xxx Xxxx 0 xxx 0,
Xxxxx 0; plus an additional parcel totaling 5.5 acres m/l, Vista Commercial
Center, Weld County, Colo.
d. It is hereby mutually understood and agreed that no outside storage is
allowed, except that meeting the requirements for adequate screening, as
described in Paragraph 10.03 of the recorded Covenants for Vista Commercial
Center, and with written approval by the Architectural Control Committee. The
ACC of Vista Commercial Center will review plans for such use and render a
decision within seven days of submittal by Buyer. Buyer's obligation to purchase
the Property is conditioned on the ACC approving in writing, Buyer's building
plans, including the outside storage plans on or before June 15, 2000.
e. Contract is subject to all mylars of Replat being recorded in Weld
County.
f. Covenants of Vista Commercial Center, Phase I, shall be amended to
include Replat of property described, in this contract, on or before June 15,
2000.
g. Buyer's obligation to purchase the Property is subject to Buyer
receiving approval from Weld County for Buyer's Site Plan and building plans on
or before June 22, 2000. In the event Buyer has not received such approvals by
June 23, 2000, Buyer may elect to terminate this Contract by giving written
notice to Seller of the failure of the condition or in the alternative, Buyer
may elect to waive this condition. If Buyer fails to deliver written notice of
termination by June 23, 2000, this condition shall be deemed waived. Upon
receipt of approval by Weld County and the Architectural. Control Committee for
(i) Seller's replat of the Property, (ii) Buyer's Site Plan, and (iii) Buyer's
building plans, the amount of $20,000.00 in cash, or $20,000.00 of the MDTI
stock held as Xxxxxxx Money Deposit, at its then current market value, shall be
deemed to be non-refundable xxxxxxx money, except for Seller's default in
performing the Contract. In lieu of a portion the MDTI stock serving as the
non-refundable portion of the xxxxxxx money deposit, Seller shall have the
Option to elect to have buyer deposit the sum of $20,000.00 in cash or certified
funds with Xxxx Realty, Inc. on or before July 10, 2000, and if such deposit is
made, such $20,000.00 deposit shall constitute the non-refundable xxxxxxx money
deposit. If Seller elects to have Buyer deposit the $20,000.00 cash, Seller will
notify Buyer in writing by no later than June 22, 2000.
h. Seller shall deliver to Buyer as soon as reasonably possible, but in no
event later than April 1, 2000, a copy of the survey and drawings of the
Property as proposed to be replatted, so that Buyer may use such information in
obtaining approval of its Site Plan and, building plans.
i. The survey required to be provided by Seller under Paragraph 7.a will
not be required to be an ALTA survey. ---------------
j. The purchase price shall be adjusted to reflect the actual square
footage of the Property as shown by the survey to be obtained by Seller,
multiplied by $5.00 per square foot.
M.D.T.I
/s/ Xxxxxxx X. Xxxxxxxx 03-08-00
--------------------------------------------------
Buyer by Xxxxxxx X. Xxxxxxxx, Chairman Date Buyer
Date
HORIZON INVESTMENTS, LLC
/s/ N. Xxxxxxx Xxxxxx 03-08-00 /s/ Xxxx X. Xxxxxxx 03-08-00
------------------------------------------------ --------------------------------------------------
Seller by N. Xxxxxxx Xxxxxx, Manager, Seller by Xxxx X. Xxxxxxx, Manager Date
Date
================================================================================
CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial)
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 or 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 sec.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 sec.27
on or before Acceptance Deadline Date and Acceptance Deadline Time (sec.2c). If
accepted, this document shall become a contract between Seller and Buyer. A copy
of this document may be executed by each party, separately, and when each party
has executed a copy thereof, such copies taken together shall be deemed to be a
full and complete contract between the parties.
M.D.T.I.
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------- ----------------------------
Buyer by Xxxxxxx X. Xxxxxxxx, Chairman Buyer
Date of Buyer's Signature: 03-08-00 Date of Buyer's Signature:
Buyer's Address: Buyer's Telephone No: 000 000-0000
0000 Xxxxxxxxxx Xxxxxx Buyer's Fax No: 000 000-0000
Xxxxxxxx, Xxxxxxxx 00000
(NOTE: If this offer Is being countered or rejected, do not sign this document
Refer to sec.29)
HORIZON INVESTMENTS, LLC
/s/ N. Xxxxxxx Xxxxxx /s/ X. X. Xxxxxx
---------------------------- -------------------------------
Seller by N. Xxxxxxx Xxxxxx, Manager Seller by X. X. Xxxxxx, Manager
Date of Seller's Signature: 03-08-2000 Date of Seller's Signature: 03-08-2000
Seller's Address: 0000 Xxxxx Xxxxx Seller's Telephone No: 000 000-0000
Xxxxxxxx, Xxxxxxxx 00000 Seller's Fax No:
29. COUNTER; REJECTION. This offer is [ ] Countered [ ] Rejected.
Initials only of party (Buyer or Seller) who countered or rejected offer
________ ___________
END OF CONTRACT
--------------------------------------------------------------------------------
Note:Closing Instructions should be signed on or before Title Deadline.
--------------------------------------------------------------------------------
BROKER ACKNOWLEDGMENTS. The undersigned Broker(s) acknowledges receipt of the
Xxxxxxx Money deposit specified in sec.4 and, while not a party to the contract,
agrees to cooperate upon request with any mediation conducted under sec.21.
Selling Company Brokerage Relationship. The Selling Company and its
licensees have been engaged in this transaction as [ ] Buyer Agent [ ] Seller
Agent/Subagent [ ] Dual Agent [X] Transactlon-Broker.
Listing Company Brokerage Relationship. The Listing Company and its
licensees have been engaged In this transaction as [ ] Seller Agent [ ] Dual
Agent [X] Transaction-Broker.
BROKERS' COMPENSATION DISCLOSURE
Selling Company's compensation or commission is to be paid by: [ ] Buyer [X]
Seller [ ] Listing Company [ ] Other
(To be completed by Listing Company) Listing Company's compensation or
commission is to be paid by [ ] Buyer [X] Seller [ ] Other:
--------------------------------------------------------------------------------
Selling Company: .. Xxxx Realty, Inc. (Name of Company)
By: /s/ Xxxxxx X. Xxxx 03-[ ]-2000
Signature Xxxxxx X. Xxxx Date
Selling Company Address: 000 Xxxx Xxxxxx, Xxxxx X Selling Company Telephone No: 000 000-0000
Xxxxxxxx, Xxxxxxxx 00000 Selling Company Fax No: 000 000-0000
Listing Company: Xxxx Realty, Inc. (Name of Company)
By: /s/ Xxxxxx X. Xxxx 03-[ ]-2000
Signature Xxxxxx X. Xxxx Date
Listing Company Address: 000 Xxxx Xxxxxx, Xxxxx X Listing Company Telephone No: 000 000-0000
Xxxxxxxx, Xxxxxxxx 00000 Listing Company Fax No: 000 000-0000
================================================================================
CBS 2-9-99 Contract to Buy and Sell Real Estate (Commercial)
Buyer initials MHB Seller Initials NRS LED Page 5 of 5
The printed portions of this form have been approved
By the Colorado Real Estate Commission. (CIC 32-9-99)
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES
AND THE PARTIES SHOULD CONSULT LEGAL AND TAX
OR OTHER COUNSEL BEFORE SIGNING.
COMMON INTEREST COMMUNITY ADDENDUM
TO CONTRACT TO BUY AND SELL REAL ESTATE
(COMMERCIAL or VACANT LAND - FARM - RANCH)
(This addendum should be used for the sale of Property involving ownership
of common elements, or where there is an obligation to pay common expenses
pursuant to a recorded Declaration)
AMENDMENT TO A CONTRACT TO BUY AND SELL REAL ESTATE
This Common Interest Community Addendum is made a part of the Contract to
Buy and Sell Real Estate for the purchase and sale of the Property known as Lots
2 and 3, Block 4 and Lots 2 and 3, Block 5, plus an additional 32,400 sq.ft.
parcel in Vista Commercial Center, which is dated March 8, 2000 between Buyer
and Seller ("Contract"). This Addendum shall control in the event of any
conflict with the Contract. The following provisions of the Contract are amended
by these additions:
Sec.3. INCLUSIONS AND EXCLUSIONS. The purchase price shall also include use
of the following parking facility(ies): n/a; and the following storage
facility(ies): n/a
Sec. 7c. COMMON INTEREST COMMUNITY GOVERNING DOCUMENTS.
(Check only one box)
[ ] (1) Not Applicable. This subsection c. shall not apply.
[X] (2) Conditional Of Buyer's Review. Seller shall cause to be furnished to
Buyer, at Seller's expense, on or before Title Deadline (Sec. 2c) a current
copy of the owner's association declarations, bylaws, rules and
regulations, party wall agreements (herein collectively "Governing
Documents"), most recent financial documents consisting of (a) annual
balance sheet, (b) annual income and expenditures statement, and (c) annual
budget (herein collectively "Financial Documents"), given to Seller on or
before Governing Documents Deadline, [which is the same as Title Objection
Deadline (Sec. 2c)], shall terminate this contract. If Seller does not
receive notice from Buyer within such time, Buyer accepts the terms of said
documents, and Buyer's right to terminate this contract pursuant to this
subsection is waived, notwithstanding the provisions of Sec. 8d.
[ ] (3) Not Conditional On Review. Buyer acknowledges that Seller has
delivered a copy of the Governing Documents and Financial Documents. Buyer
has reviewed them, agrees to accept the benefits, obligations and
restrictions which they impose upon the Property and its owners and waives
any right to terminate this contract due to such documents, notwithstanding
the provisions of Sec. 8d.
Sec. 8f. RIGHT OF FIRST REFUSAL. If the Governing Documents require written
approval of the sale contemplated by this contract or waiver of any option or
right of first refusal by the owner's association or any other owner in the
owners' association, Seller shall timely submit this contract and request
approval of the sale or waiver of any option or right of first refusal pursuant
to such provisions. If no such approval or waiver is obtained on or before June
15, 2000, this contract shall terminate. Buyer agrees to cooperate with Seller
in obtaining the approval and/or waiver if required by applicable Governing
Documents and shall make available such information as the owners' association
may reasonable require.
Sec. 14. CLOSING COSTS; DOCUMENTS AND SERVICES. Any fees incident to the
transfer from Seller to Buyer assessed on behalf of the owners' association
shall be paid by [ ]Buyer [X] Seller.
Sec. 15e. ASSOCIATION ASSESSMENTS. Current regular owners' association
assessments and association dues. Owners' association assessments paid in
advance shall be credited to Seller at Closing. Cash reserves held out of the
regular owners' association assessments for deferred maintenance by the owners'
association shall not be credited to Seller except as may be otherwise provided
by the Governing Documents. Any special assessment by the owners' association
for improvements that have been installed as of the date of Buyer's signature
heron shall be the obligation of Seller. Any other special assessment assessed
prior to Closing Date (Sec. 2c) by the owners' association shall be the
obligation of [X] Buyer [ ] Seller. Seller represents that the amount of the
regular owners' association assessment is currently payable at $ _______ tbd___
per ___ and that there are no unpaid regular or special assessments against the
Property except the current regular assessments and such assessments are subject
to change as provided in the Governing Documents. Seller agrees to promptly
request the owners' association to deliver to Buyer before Closing Date (Sec.
2c) a current statement of assessments against the Property. Any fees incident
to the issuance of such statement of assessments shall be paid by [ ] Buyer [X]
Seller.
M.D.T.I.
/s/ Xxxxxxx Xxxxxxxx
by Xxxxxxx X. Xxxxxxxx, Chairman
Buyer Buyer
Date of Buyer's signature: Date of Buyer's Signature:
Horizon Investments, LLC
/s/ N. Xxxxxxx Xxxxxx /s/ Xxxx X. Xxxxxxx
by N. Xxxxxxx Xxxxxx, Manager by Xxxx X. Xxxxxxx, Manager
Seller Seller
Date of Seller's signature: 03-08-2000 Date of Seller's signature: 03-08-2000
================================================================================
CIC 32-9-99 Common Interest Community Addendum to Contract Buy and Sell Real
Estate (Commercial - Vacant Land - Farm - Ranch) This form is product by:
Formulator for Windows 000-000-0000
