EXHIBIT 10.16(c)
THIS FORM AS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.
AGREEMENT TO AMEND/EXTEND CONTRACT
Date: May 23, 2002
-------------
RE: Contract dated January 29, 2002 between
Aspen Bio, Inc., a Colorado corporation
(Buyer)
and Urban Group, LLC, a Colorado limited liability company
(Seller), relating to the sale and purchase of the following described real
estate in the County of Xxxxxxx, Colorado:
Xxx 0, Xxxxxxxxx Xxxxxxxx, Xxxxxx, Filing #5
Town of Castle Rock, County of Xxxxxxx, State of Colorado
known as No.
XXX Xxxxx Xxxxx Xxxxxx. Xxxxxx Xxxx. XX 00000, (property).
---------------------------------------------
Street Address City State Zip
Buyer and Seller hereby agree to amend the aforesaid contract as follows:
Section 2c. Dates and Headlines.
Item No. Reference Event Date or Deadline
--------- --------------- ------------------------------------------------------------- ----------------
1 Section 5a Loan Application Deadline n/a
2 Section 5b Loan Commitment Deadline n/a
3 Section 5c Buyer's Credit Information Deadline n/a
4 Section 5c Disapproval of Buyer's Credit Deadline n/a
5 Section 5d Existing Loan Documents Deadline n/a
6 Section 5d Objection to Existing Loan Deadline n/a
7 Section 5d Approval of Loan Transfer Deadline n/a
8 Section 6a Appraisal Deadline n/a
9 Section 7a Title Deadline n/a
10 Section 7a Survey Deadline n/a
11 Section 7b Document Request Deadline n/a
12 Section 7c,
Section 8a Governing Documents & Title Objection Deadline n/a
13 Section 8b Off-Record Matters Deadline n/a
14 Section 8b Off-Record Matters Objection Deadline n/a
15 Section 8e Right Of First Refusal Deadline n/a
16 Section 10 Seller's Property Disclosure Deadline n/a
17 Section 10a Inspection Objection Deadline n/a
18 Section 10b Resolution Deadline n/a
19 Section 11 Closing Date July 31, 2001
20 Section 16 Possession Date n/a
21 Section 16 Possession Time n/a
22 Section 28 Acceptance Deadline Date n/a
23 Section 28 Acceptance Deadline Time n/a
Other dates or deadlines set forth in said contract shall be changed as follows:
n/a
--------------------------------------------------------------------------------
Additional amendments:
1. Xxxxxxx Money Deposit. Buyer shall provide a $150,000.00 Xxxxxxx Money
Deposit by Cashier's Check, payable to Xxxxxx X. Xxxx and X. X. Xxxxxx,
simultaneously with the execution of this Agreement to Amend/Extend Contract.
Said Xxxxxxx Money Deposit shall be non-refundable, and shall be for the benefit
of Seller and Xxxxxx T, Hier and X. X. Xxxxxx in the Seller's Contract
referenced in Paragraph 2 below, unless this Contract is assigned pursuant to
Paragraph 2, in which event it will be solely for the benefit of Xxxxxx X. Xxxx
and X. X. Xxxxxx. Said Xxxxxxx Money Payment shall apply to the Purchase Price
at the time of Closing.
2. Assignment. Buyer hereby waives all contingencies under the Contract, and
agrees to purchase the Property on or before July 31, 2002. In the event Seller
is unable, or unwilling, to close on the purchase of the Property pursuant to
the terms of Seller's Contract with Xxxxxx X. Heir and H. R Xxxxxx, as amended,
a copy of which is attached hereto as Exhibit A, and incorporated herein by
reference ("Xxxxxx Contract"), for any reason, on or before July 31, 2002,
Seller shall assign Seller's rights as buyer of all of the property under the
Xxxxxx Contract to Buyer. Buyer shall unconditionally accept the assignment of
the Xxxxxx Contract, and in doing so shall accept all of the rights and
responsibilities as buyer under the Xxxxxx Contract, and shall thereafter
indemnify Seller for any responsibility arising under this Contract or the
Xxxxxx Contract. In the event of a failure to close, said assignment shall be
automatically effective as of July 31, 2002, at 1:00 P.M.
All other terms and conditions of said contract shall remain the same.
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 on or before May 4, 2002 5:00 p.m.
Urban Group, LLC, a
Colorado limited liability company
SELLER'S SIGNATURE Date
------------------------------------------------- --------
By: Xxx Xxxxxx, President
Aspen Bio, Inc., a
Colorado corporation
BUYER'S SIGNATURE Date
------------------------------------------------- --------
By: Xxxxx Xxxxx, President
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.
AGREEMENT TO AMEND/EXTEND CONTRACT
Date: May 23, 2002
-------------
RE: Contract dated January 22, 2002 between,
Urban Group, LLC, a
Colorado limited Liability company and/or assigns
(Buyer) and
Xxxxxx X. Xxxx
X. X. Xxxxxx
(Seller), relating to the sale and purchase of the following described real
estate in the County of Xxxxxxx,
Colorado:
Xxxx 0, 0 xxx 0, Xxxxxxxxx Xxxxxxxx Center, Filing #5
Town of Castle Rock, County of Xxxxxxx, State of
Colorado
known as No.
XXX Xxxxx Xxxxx Xxxxxx. Xxxxxx Xxxx, XX 00000 , (Property).
------------------------------------------------------------------
Xxxxxx Xxxxxxx Xxxx Xxxxx Zip
Buyer and Seller hereby agree to amend the aforesaid contract as follows:
Section 2c. Dates and Deadlines.
Item No. Reference Event Date or Deadline
-------- --------------- ------------------------------------------------------------- ----------------
1 Section 5a Loan Application Deadline n/a
2 Section 5b Loan Commitment Deadline n/a
3 Section 5c Buyer's Credit Information Deadline n/a
4 Section 5c Disapproval of Buyer's Credit Deadline n/a
5 Section 5d Existing Loan Documents Deadline n/a
6 Section 5d Objection to Existing Loan Deadline n/a
7 Section 5d Approval of Loan Transfer Deadline n/a
8 Section 6a Appraisal Deadline n/a
9 Section 7a Title Deadline n/a
10 Section 7a Survey Deadline n/a
11 Section 7b Document Request Deadline n/a
12 Section 7c,
Section 8a Governing Documents & Title Objection Deadline n/a
13 Section 8b Off-Record Matters Deadline n/a
14 Section 8b Off-Record Matters Objection Deadline n/a
15 Section 8e Right Of First Refusal Deadline n/a
16 Section 10 Seller's Property Disclosure Deadline n/a
17 Section 10a Inspection Objection Deadline n/a
18 Section 10b Resolution Deadline n/a
19 Section 11 Closing Date July 31, 2001
20 Section 16 Possession Date n/a
21 Section 16 Possession Time n/a
22 Section 28 Acceptance Deadline Date n/a
23 Section 28 Acceptance Deadline Time n/a
Other dates or deadlines set forth in said contract shall be changed as follows:
n/a
--------------------------------------------------------------------------------
1. Xxxxxxx Money Deposit. Pursuant to an Agreement to Amend/Extend Contract
dated May 23, 2002 between Buyer and Aspen Bio, Inc. ("Aspen Bio"), a copy of
which is attached hereto as Exhibit A, and incorporated herein by reference,
Aspen Bio as buyer under said Contract, has paid the amount of $150,000.00 as a
non-refundable Xxxxxxx Money Deposit to Xxxxxx X. Xxxx and X.X. Xxxxxx for the
benefit of Buyer and Sellers. Said Xxxxxxx Money Payment shall be credited to
the purchase price of the Property at the time of Closing.
2. Assignment. Pursuant to a Contract to Buy and Sell Real Estate, dated January
20, 2002, between Buyer hereunder as "Seller", and Aspen Bio as "Buyer" ("Aspen
Bio Contract"), Aspen Bio has paid the above described Xxxxxxx Money Deposit,
and has waived all contingencies to purchase Lot 1. Buyer and Aspen Bio have
also agreed that in the event Buyer is not ready or willing to close on the
purchase of the Property under this Contract on or before July 31, 2002, Buyer
shall assign the rights of Buyer under this Contract to Aspen Bio, effective
July 31, 2002, at 1:00 P.M., and Aspen Bio shall unconditionally accept the
assignment of this Contract from Buyer to Aspen Bio, and will thereby accept all
of the rights and responsibilities to purchase all of the Property under this
Contract. Seller hereby consents to said assignment of the Contract by Buyer to
Aspen Bio, effective as of July 31, 2002, at 1:00 P.M., in the event Buyer has
not closed on the purchase of the Property before said time. In the event of
said assignment, Buyer shall be relieved of all rights and responsibilities
under this Contract, and Sellers agree to look solely to Aspen Bio for liability
under this Contract.
All other terms and conditions of said contract shall remain the same.
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 on or before May 4, 2002 5:00 p.m.
SELLER'S SIGNATURE Date
-------------------------------------------------------------- ------------------
Xxxxxx X. Xxxx
SELLER'S SIGNATURE Date
-------------------------------------------------------------- ------------------
X. X. Xxxxxx
Urban Group, LLC, a
Colorado limited Liability company and/or assigns
BUYER'S SIGNATURE Date
-------------------------------------------------------------- ------------------
By: Xxx Xxxxxx, President
EXHIBIT A
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.
CONTRACT TO BUY AND SELL REAL ESTATE
(VACANT LAND - FARM - RANCH)
Date: January 22, 2002
-----------------
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,
Urban Group, LLC, a Colorado limited liability company, and/or assigns
will take title to the real property described below as [ ] Joint Tenants [ ]
Tenants In Common [ ] Other
n/a
--------------------------------------------------------------------------------
b. Property. The Property is the following legally described real
estate:
To be platted as Lots 1-3, Brookside Business Center Filing #5, City of Castle
Rock
in the County of Xxxxxxx , Colorado, commonly known as No.
Xxxxx Xxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000
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 Section 5a Loan Application Deadline n/a
2 Section 0x Xxxx Xxxxxxxxxx Xxxxxxxx x,/x
3 Section 5c Buyer's Credit Information Deadline n/a
4 Section 5c Disapproval of Buyer's Credit Deadline n/a
5 Section 5d Existing Loan Documents Deadline n/a
6 Section 5d Objection to Existing Loan Deadline n/a
7 Section 5d Approval of Loan Transfer Deadline n/a
8 Section 6a Appraisal Deadline n/a
9 Section 7a Title Deadline January 31, 2002
10 Section 7a Survey Deadline February 15, 2002
11 Section 7b Document Request Deadline February 06, 2002
12 Section 8a Title Objection Deadline March 01, 2002
13 Section 8b Off-Record Matters Deadline January 31, 2002
14 Section 8b Off-Record Matters Objection Deadline February 18, 2002
15 Section 10 Seller's Property Disclosure Deadline n/a
16 Section 10a Inspection Objection Deadline March 25, 2002
17 Section 10b Resolution Deadline n/a
18 Section 11 Closing Date April 25, 2002
19 Section 16 Possession Date April 25, 2002
20 Section 16 Possession Time Time of Closing
21 Section 28 Acceptance Deadline Date January 25, 2002
22 Section 28 Acceptance Deadline Time 5:00 p.m.
d. Attachments. The following exhibits, attachments and addenda are a part of
this contract: Addendum to Contract.
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; and
n/a
--------------------------------------------------------------------------------
(3) Trade Fixtures. With respect to trade fixtures, Seller and
Buyer agree as follows:
n/a
--------------------------------------------------------------------------------
(4) Water Rights. The following legally described water
rights:
n/a
--------------------------------------------------------------------------------
(5) Growing Crops. With respect to the growing crops 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
in Section 12. Conveyance shall be by xxxx of sale or other applicable legal
instrument(s). Any water rights shall be conveyed by n/a deed or other
applicable legal instrument(s).
c. Exclusions. The following attached fixtures are excluded from this
sale:
n/a
--------------------------------------------------------------------------------
4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable
in U.S. Dollars by Buyer as follows:
ITEM NO. REFERENCE EVENT AMOUNT AMOUNT
--------------- --------------- ------------------------------------------------ ------------------------------ --------------------
1 Section 4 Purchase Price $ 1,089,000.00
2 Section 4a Xxxxxxx Money 50,000.00
3 Section 4b New Loan n/a
4 Section 4c Assumption Balance n/a
5 Section 4d Seller or Private Financing n/a
6 Section 4e Cash at Closing 1,039,000.00
7 TOTAL $ n/a 1,089,000.00
x. Xxxxxxx Money. The Xxxxxxx Money set forth in this Section, in the
form of Note due 3/25/02, is part payment of the Purchase Price and shall be
payable to and held by Land Title, Guarantee Company, 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.
6. APPRAISAL PROVISIONS.
a. Appraisal Condition. This subsection a: [ ] Shall [X] 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 n/a. 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 (Section 2c). If Seller does not receive such written notice
of termination on or before the Appraisal Deadline (Section 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 [ ] Buyer [ ] Seller.
7. EVIDENCE OF TITLE.
a. Evidence of Title; Survey. On or before Title Deadline
(Section 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 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 [ ] Buyer [X] Seller. An amount not to exceed $ 2,500.00 for the
cost of any survey shall be paid by [ ] Buyer [X] Seller.
If the cost exceeds this amount, n/a shall pay the excess on or before Closing.
The survey shall be received by Buyer on or before Survey Deadline (Section 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 or before Title Deadline (Section
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 (or, if illegible,
summaries of such documents) listed in the schedule of exceptions (Exceptions).
Even if the box is not checked, Seller shall have the obligation to furnish
these documents pursuant to this subsection if requested by Buyer any time on or
before the Document Request Deadline (Section 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. 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
(Section 2c), or within 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 (Section 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 of Buyer and given to Seller on or before
Off-Record Matters Objection Deadline (Section 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 OBLIGATION DEBTEDNESS 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 DISTRICTS, 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 (Section
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 to Cure. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) or commitment terms as
provided in Section 8 a or b above, Seller shall use reasonable effort to
correct said items without the obligation to incur any 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 in 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
regulations 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 [Section 2c] and Off-Record Matters
Objection Deadline [Section 2c]).
10. PROPERTY DISCLOSURE AND INSPECTION.
a. Inspection Obligation 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 (Section 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 (Section 2c), the physical condition of the Property and
Inclusions shall be deemed to be satisfactory to Buyer.
b. Resolution Deadline. If a Notice to Correct is received by Seller
and if Buyer and Seller have not agreed in writing to a settlement thereof on or
before Resolution Deadline (Section 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 other 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 any 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 provisions 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 (Section
2c) or by mutual agreement at an earlier date. The hour and place of Closing
shall be as designated by Seller.
12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required
herein and compliance by Buyer with the other terms and provisions hereof,
Seller shall execute and deliver a good and sufficient special warranty deed to
Buyer, at Closing conveying the Property free and clear of all taxes except the
general taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for
special improvements installed as of the date of Buyer's signature hereon,
whether assessed or not. Title shall be conveyed subject to:
a. those specific Exceptions described by reference to recorded
documents as reflected in the Title Documents accepted by Buyer in accordance
with Section 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 Section 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 n/a
-----------------
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 _________.
The local transfer tax of n/a% 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 (Section 2c),
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
n/a
--------------------------------------------------------------------------------
c. Other Prorations. Water, sewer charges; and interest on continuing
loan(s), if any; and
d. Final Settlement. Unless otherwise agreed in writing, these
prorations shall be final.
16. POSSESSION. Possession of the Property shall be delivered to Buyer on
Possession Date and Possession Time (Section 2c), subject to the following
lease(s) or tenancy(s):
n/a
--------------------------------------------------------------------------------
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 $n/a, per day from the Possession Date (Section 2c) until
possession is delivered.
17. ASSIGNABLE: This contract shall be assignable by Buyer without Seller's
prior written consent. Except as so restricted, this contract shall inure to the
benefit of and be binding upon the heirs, personal representatives, successors
and assigns of the parties.
18. CONDITION OF AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise
provided in this contract, the Property, Inclusions or both shall be delivered
in the condition existing as of the date of this contract, ordinary wear and
tear excepted.
a. Casualty; Insurance. In the event the Property or Inclusions shall
be damaged by fire or other casualty prior to Closing, in an amount of not more
than ten percent of the total Purchase Price, Seller shall be obligated to
repair the same before the Closing Date (Section 2c). In the event such damage
is not repaired within said time or if the damages exceed such sum, this
contract may be terminated at the option of Buyer by delivering to Seller
written notice of termination. Should Buyer elect to carry out this contract
despite such damage, Buyer shall be entitled to a credit, at Closing, for all
the insurance proceeds resulting from such damage to the Property and Inclusions
payable to Seller but not the owners' association, if any, plus the amount of
any deductible provided for in such insurance policy, such credit not to exceed
the total Purchase Price.
b. Damage; Inclusions; Services. Should any Inclusion(s) or service(s)
(including systems and components of the Property, e.g. heating, plumbing, etc.)
fail or be damaged between the date of this contract and Closing or possession,
whichever shall be earlier, then Seller shall be liable for the repair or
replacement of such Inclusion(s) or service(s) with a unit of similar size, age
and quality, or an equivalent credit, but only to the extent that the
maintenance or replacement of such Inclusion(s), service(s) or fixture(s) is not
the responsibility of the owners' association, if any, less any insurance
proceeds received by Buyer covering such repair or replacement. The risk of loss
for any damage to growing crops, by fire or other casualty, shall be borne by
the party entitled to the growing crops, if any, as provided in Section 3 and
such party shall be entitled to such insurance proceeds or benefits for the
growing crops, if any.
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:
(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.
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.
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 to Sections 10c, 21 and 22.
24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not
been approved by the Colorado Real Estate Commission.)
SEE ATTACHED CONTRACT ADDENDUM.
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 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 Section
27 on or before Acceptance Deadline Date and Acceptance Deadline Time (Section
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.
Urban Group, LLC, a Colorado limited liability company, and/or assigns
0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxx, XX 00000
Bus. # 000-000-0000 Fax #: 000-000-0000
BUYER DATE
----------------------------------------------------------------------- ------------------
By: Xxx Xxxxxx, President
NOTE: IF THIS OFFER IS BEING COUNTERED OR REJECTED, DO NOT SIGN THIS DOCUMENT. REFER TO SECTION 29.
SELLER DATE
----------------------------------------------------------------------- ------------------
Xxxxxx X. Xxxx
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx, XX 000000
Bus.#: 000-000-0000 Fax #: 000-000-0000
SELLER DATE
----------------------------------------------------------------------- ------------------
X. X. Xxxxxx
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 sighed on or before Title Deadline.
BROKER ACKNOWLEDGMENTS. The undersigned Broker(s) acknowledges receipt of the
Xxxxxxx Money deposit specified in Section 4 and, while not a party to the
contract, agrees to cooperate upon request with any mediation conducted under
Section 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] Transaction-Broker.
Listing Company Brokerage Relationship. The Listing Company and its
licensees have been engaged in this transaction as [X] Seller Agent [ ] Dual
Agent [ ] Transaction-Broker.
BROKERS' COMPENSATION DISCLOSURE.
Selling Company's compensation or commission is to be paid by: [ ] Buyer [ ]
Seller [X] Listing Company
[ ] Other n/a
----------------------------------------------------------------------
To be completed by Listing Company) Listing Company's compensation or commission
is to be paid by: [ ] Buyer [X] Seller
Other n/a
----------------------------------------------------------------------
Selling Company:
Coldwell Banker Commercial American Spectrum
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx 0
Xxxxxx, XX 00000
Phone: 000-000-0000, Fax: 000-000-0000
By:
---------------------------------------------------------------------------------------------------------
Signature Xxxxx X. Xxxxxxxx Date
Listing Company: Hier & Company, Inc. (Name of Company)
----------------------------------------------------------------------------------------------------------
Listing Company's Address: 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx, Xx 00000
------------------------------------------------------------------------------------------------
Listing Company's Telephone No: 000-000-0000 Listing Company's Fax No: 000-000-0000
------------ --------------------------------------------
By:
------------------------------------------------------------------------------------------------------------------
Signature Xxxxxx X. Xxxx Date
--------------------------------------------
CONTRACT ADDENDUM
This addendum has not been approved by the Colorado Real Estate Commission. It
was prepared by Coldwell Banker Commercial American Spectrum.
Addendum to Contract dated January 22, 2002 between Urban Group, LLC, and/or
assigns, as Buyer(s), and Xxxxxx X. Xxxx, as Seller(s), concerning property to
be platted as Xxxx 0-0, Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx #0, Xxxxxx Xxxx,
Xxxxxxxx 00000. If any provision in the printed form of said Contract is
inconsistent with any provision contained herein, then in that event, the
provision contained in this Addendum shall govern and control the rights and
obligations of the parties.
ALL PARTIES SHOULD CONSULT LEGAL AND TAX COUNSEL BEFORE SIGNING.
24. ADDITIONAL PROVISIONS:
24(a). NEXT BUSINESS DAY. In the event any date described herein for payment or
performance of the provisions hereof falls on a Saturday, Sunday or legal
holiday, the time for such payment or performance shall be extended to the next
business day.
Any date references to "Execution" are referring to the date this Contract is
mutually accepted and executed by Buyer and Seller.
24(b). NOTICES. Any notices which a party desires or is required to give
hereunder shall be in writing and shall be deemed given when delivered
personally to each party, delivered by facsimile, or deposited in the United
States mails, postage prepaid, either registered or certified, return receipt
requested, to the parties at the following addresses:
Buyer:
Xx. Xxx Xxxxxx
Urban Group, LLC
0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
OFC: 000-000-0000
FAX: 000-000-0000
With Copies To:
Xxxx X. Xxxxxxx, Esq.
Xxxxxxx, Xxxxxxx & Xxxxx, P.C.
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
OFC: 000-000-0000
FAX: 000-000-0000
Xx. Xxxxx X. Xxxxxxxx
Coldwell Banker Commercial American Spectrum
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx 0
Xxxxxx, XX 00000
OFC: 000-000-0000
FAX: 000-000-0000
Seller:
Xx. Xxxxxx X. Xxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
OFC: 000-000-0000
FAX: 000-000-0000
With Copies To:
Xxxxxx Xxxxxxx, Esq.
Xxxx and Slatkin, P.C.
00 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000-0000
OFC: 000-000-0000
FAX: 000-000-0000
24(c). SURVEY. Seller shall provide to Buyer, at Seller's cost, pursuant to
Paragraph 7(a) a current or updated and signed ALTA/ACSM Survey of the Property
on or before the Survey Deadline and said survey shall be certified to the title
company issuing title insurance, the Buyer, the Seller, and Coldwell Banker
Commercial American Spectrum. If at Buyer's sole discretion Buyer is not
satisfied with this survey, Buyer shall notify Seller in writing on or before
the Inspection Objection Deadline, and this Contract shall be null and void and
all xxxxxxx money deposits shall be immediately refunded to Buyer.
24(d). ENVIRONMENTAL ASSESSMENT. Seller shall provide, at Seller's cost, Buyer
with a current or updated copy of a Phase I Environmental Site Assessment Report
("ESA") on or before the Survey Deadline. The ESA shall be performed in
accordance with the American Society of Testing and Materials ("ASTM")
publication, "Standard Practice for Environmental Site Assessment Process"
("ASTN Standard"). If at Buyer's sole discretion Buyer is not satisfied with the
results of this environmental study, Buyer shall notify Seller in writing on or
before the Inspection Objection Deadline, and at Buyer's option; (i) this
Contract shall be null and void and all xxxxxxx money deposits shall be
immediately refunded to Buyer; or (ii) all time periods under this Contract
shall be extended for 30 days while Buyer conducts further tests and
examinations of the Property at its expense. At the end of that 30-day period,
Buyer may elect to terminate this Contract, in which case all Xxxxxxx Money
deposits shall be returned to it; or to proceed pursuant to this Contract. Buyer
will not harm in any way, before or after Closing, the Xxxxxx'x Meadow Jumping
Mouse Conservation Habitat area adjacent to the Property. Buyer will execute, at
Closing, any reasonable documents agreeing to the existing Conservation Plan to
protect the adjacent Xxxxxx'x Meadow Jumping Mouse Conservation Habitat, a copy
of said documents shall be delivered by Seller to Buyer on or before March 1,
2002.
24(e). INSPECTIONS. Paragraph 10 in this Contract regarding Inspections shall
include Buyer's inspections without limitation, at Buyer's expense for,
availability of legal, access, utility services cost and availability, current
zoning, environmental. risks, soil conditions, and any other items Buyer deems
necessary. If, at Buyer's sole discretion, Buyer is not satisfied with the
results of any inspections, Buyer shall notify Seller per the inspection
Objection Deadline and Resolution Deadline in Contract Paragraph 10.
24(f). BROKERS, THOSE NAMED ONLY. The Buyer and Seller represent to each other
that they have had no negotiations through or brokerage services performed by
any other broker or intermediary other than Coldwell Banker Commercial American
Spectrum and Hier & Company, Inc. in connection with the execution and delivery
of this contract. Xxxxxx X. Xxxx is the Seller and is also licensed to sell real
estate in the State of Colorado.
24(g). TITLE COMPANY. Title insurance shall be issued by Land Title Guarantee
Company ("Title Company"), 000 Xxxxxx, Xxxxxx Xxxx, XX 00000.
24(h). XXXXXXX MONEY. All Xxxxxxx Money shall be deposited in an interest
bearing Land Title Guarantee company (Castle Rock office) trust account with
interest accruing to Buyer's benefit unless Buyer is in default and interest
thereby, will accrue to Seller's benefit.
24(i). Final Purchase Price Adjustment. The Purchase Price set forth in
Paragraph 4 of this Contract is based on a price of $5.00 per Square Foot of
land as shown on the ALTA/ACSM Survey described in Section 24(c) and assumes
that the Property contains 5.00 usable acres net of street right of way or
floodplain. The Final Purchase price at time of Closing shall be based on a
price of $5.00 per Square foot times the total square footage of land stated on
the Survey
referenced in Paragraph 7(a) net of street right of way or floodplain area. The
Purchase Price shall be reduced by the total cost estimates obtained by both the
Buyer and Seller for the construction of all off lot infrastructure required by
the City to allow development of the individual lots. Said estimates shall be
mutually acceptable to both the Buyer and Seller on or before March 25, 2002.
24(j). LAND USE APPROVALS. This Contract is Conditional upon Seller obtaining
approvals on or before March 25, 2002, at Seller's expense, from the City of
Castle Rock, Colorado ("City"), for Final Plat for the Property and a recorded
Final Plat with a recorded Subdivision Improvement Agreement, and Buyer
obtaining City Site Plan approval, building permits for Lot 1, construction
permits for infrastructure, and other required approvals at Buyer's expense all
in forms and pursuant to terms acceptable to Buyer in its sole discretion or
this contract shall be null and void solely at the discretion of the Buyer and
all Xxxxxxx Money shall be returned to Buyer. If the aforementioned land use
approvals have not been obtained, then Buyer, at Buyer's option, may extend the
aforementioned March 25, 2002 date and the Closing Date by 30 days to obtain all
required approvals and permits.
24(k). ASPEN BIO. This contract is conditional upon Buyer entering into a
build-to-suit agreement, with required loans approved, with Aspen Rio, Inc.,
Xxxxx Xxxxx, or related entities, on or before March 25, 2002, to build a light
manufacturing/office/warehouse facility on the Property. This Contract shall be
null and void solely at the discretion of the Buyer and all xxxxxxx money shall
be returned in the event said contract is not entered into and all loans
approved by March 25, 2002.
24(l). DELIVERY OF MATERIALS TO BUYER. Within ten (10) business days after the
mutual execution and delivery of this Contract, Seller shall provide to Buyer,
at no expense to Buyer, any and all engineering studies, warranties, guaranties,
contracts affecting the Property, licenses and permits respecting the Property,
any environmental property assessments including documents regarding the
Prebble's Meadow Jumping Mouse, zoning information, construction drawings,
surveys, plats, preliminary drawings, Development Plans, documents submitted or
to be submitted to The City of Castle Rock Planning Department, or any
quasi-governmental agency having jurisdiction over the Property, Declaration of
Protective Covenants, and all other materials and documents concerning the
Property owned by Seller or in Seller's possession.
24(m). CONTRACT IS ASSIGNABLE. This Contract may be assigned to any legal
entity controlled by the Buyer, Xxx Xxxxxx, Aspen Bio, or Xxxxx Xxxxx.
Buyer:
Urban Group; LLC, and/or assigns
By: Date:
----------------------------------------------------- --------------------------
Xxx Xxxxxx, President
Seller:
By: Date:
----------------------------------------------------- --------------------------
Xxxxxx X. Xxxx
By: Date:
----------------------------------------------------- --------------------------
X. X. Xxxxxx
U.S. 50,000.00
XXXXXXX MONEY
Promissory Note
Castle Rock, Colorado Date January 22, 2002
FOR VALUE RECEIVED,
Urban Group, LLC, a Colorado limited liability company
0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxx XX 00000
jointly and severally, promise to pay to the order of
Land Title Guarantee Company (Castle Rock Office)
the sum of Fifty Thousand and no/100 Dollars,
with interest at 12.0 per cent per annum from March 26, 2002 until paid.
Both principal and interest are payable In US. dollars on or before March 25.
2002, payable at Title Guarantee Company (Castle Rock Office)
or such other address as note holder may designate. Presentment, notice of
dishonor, and protest are hereby waived. If this note is not paid when due, I/we
agree to pay all reasonable cost of collection, including attorney's fees.
Urban Group, a Colorado limited liability company
BUYER Date:
----------------------------------------------------- ---------
By: Xxx Xxxxxx, President
This note is given as xxxxxxx money for the contract on the following property:
To be platted as Lots 000, Xxxxxxxxx Xxxxxxxx Xxxxxx Filing #5, City of Castle
Rock, Xxxxxxx County, State of Colorado
