THIRTEENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE
Exhibit 10.19
THIRTEENTH AMENDMENT TO
(Sky Ranch)
THIS THIRTEENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (this "Amendment") is made as of August 9, 2018 ("Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"), and RICHMOND AMERICAN HOMES OF
COLORADO, INC., a Delaware corporation ("Purchaser"). Seller and Purchaser may be referred to collectively as the "Parties."
R E C I T A L S
A. Seller and Purchaser previously entered into a Contract for Purchase and Sale of Real Estate effectively dated
June 27, 2017 (as amended, the "Contract") for approximately 190 platted single-family detached residential lots in the Sky Ranch
master planned residential community in the County of Arapahoe, State of Colorado.
B. Purchaser and Seller now desire to amend the terms and conditions of the Contract as set forth below. Capitalized
terms used but not otherwise defined in this Amendment will have the same meanings given to such terms in the Contract.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Purchaser and Seller hereby agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated herein in their entirety by this reference.
2. Final Plat. In accordance with Section 5(a)(iv) of the Contract, Seller has obtained Final Approval of the Final Plat, which was recorded in the real property records of
Arapahoe County, Colorado on July 20, 2018, at Reception No. D8071296.
3. Legal Description of Lots. The Contract is hereby amended to set forth the legal description of those Lots, as that term is defined in the Contract, included in the approved
Final Plat and described on Exhibit A, attached hereto and incorporated herein by this reference.
4. Construction. Each of the parties acknowledges that they, and their respective counsel, substantially participated in the negotiation,
drafting and editing of this Amendment. Accordingly, the Parties agree that the provisions of this Amendment shall not be construed or interpreted for or against any Party hereto based on authorship.
5. Authority. Each Party represents and warrants that is has the power and authority to execute this Amendment and that there are no third party approvals required to execute this
amendment or to comply with the terms or provisions contained herein.
6. Headings. The Section headings used herein shall have absolutely no legal significance and are used solely for convenience of reference.
7. Ratified and Confirmed. The Contract, except as modified by this Amendment, is hereby ratified and confirmed and shall remain in full force and effect in accordance with its
original terms and provisions. In the case of any conflict between the terms of this Amendment and the provisions of the Contract, the provisions of this Amendment shall control.
8. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and both of which together shall be deemed to constitute one and
the same instrument. Each of the Parties shall be entitled to rely upon a counterpart of this Amendment executed by the other Party and sent via facsimile or e-mail transmission.
[SIGNATURE PAGE FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
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SELLER:
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PCY HOLDINGS, LLC, a Colorado limited liability company
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| By: |
PURE CYCLE CORPORATION, its Sole Member
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By:
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/s/ Xxxx X. Xxxxxxx | |||
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Name:
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Xxxx X. Xxxxxxx | ||
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Title:
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President |
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PURCHASER:
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RICHMOND AMERICAN HOMES OF COLORADO, INC., a Delaware corporation
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| By: |
/s/ Xxxxx X. Xxxxx
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| Name: |
Xxxxx X. Xxxxx
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| Title: |
Senior Vice President
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EXHIBIT A
(Property Legal Description)
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 7;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 8;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 9;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 10;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 11;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 18;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 19,
SKY RANCH SUBDIVISION FILING NO. 1, RECORDED JULY 20, 2018 UNDER RECEPTION XX. X0000000, XXXXXX XX XXXXXXXX, XXXXX XX XXXXXXXX.
FOURTEENTH AMENDMENT TO
(Sky Ranch)
THIS FOURTEENTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (this "Amendment") is made as of March 11, 2019 ("Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"), and RICHMOND AMERICAN HOMES
OF COLORADO, INC., a Delaware corporation ("Purchaser"). Seller and Purchaser may be referred to collectively as the "Parties."
R E C I T A L S
A. Seller and Purchaser previously entered into a Contract for Purchase and Sale of Real Estate effectively
dated June 27, 2017 (as amended, the "Contract") for approximately 190 platted single-family detached residential lots in the
Sky Ranch master planned residential community in the County of Arapahoe, State of Colorado (the “Community”).
B. Seller and Purchaser have agreed to remove Xxx 00 xx Xxxxx 00 of the Community (the “Removed Lot”), from the Lots to be conveyed to Purchaser and to provide for Seller’s reimbursement to Purchaser of a prorata portion of the Overex payment that was made by Purchaser to Seller at the
Takedown 1 Closing with respect to the Removed Lot.
C. Seller and Purchaser now desire to amend the terms and conditions of the Contract as set forth below. Capitalized
terms used but not otherwise defined in this Amendment will have the same meanings given to such terms in the Contract.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Purchaser and Seller hereby agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated herein in their entirety by this reference.
2. Legal Description of Lots. The Removed Lot is hereby deleted from the Property and Exhibit A to the 13th Amendment which sets forth the legal description of the Lots is hereby amended in its entirety and replaced with Exhibit A attached hereto and incorporated herein by this
reference.
3. Construction. Each of the parties acknowledges that they, and their respective counsel, substantially participated in the
negotiation, drafting and editing of this Amendment. Accordingly, the Parties agree that the provisions of this Amendment shall not be construed or interpreted for or against any Party hereto based on authorship.
4. Authority. Each Party represents and warrants that is has the power and authority to execute this Amendment and that there are no third party approvals required to execute
this amendment or to comply with the terms or provisions contained herein.
5. Headings. The Section headings used herein shall have absolutely no legal significance and are used solely for convenience of reference.
6. Ratified and Confirmed. The Contract, except as modified by this Amendment, is hereby ratified and confirmed and shall remain in full force and effect in accordance with
its original terms and provisions. In the case of any conflict between the terms of this Amendment and the provisions of the Contract, the provisions of this Amendment shall control.
7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and both of which together shall be deemed to constitute one
and the same instrument. Each of the Parties shall be entitled to rely upon a counterpart of this Amendment executed by the other Party and sent via facsimile or e-mail transmission.
[SIGNATURE PAGE FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
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SELLER:
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PCY HOLDINGS, LLC, a Colorado limited liability company
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||||
| By: |
PURE CYCLE CORPORATION, its Sole Member
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|||
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By:
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/s/ Xxxx X. Xxxxxxx | |||
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Name:
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Xxxx X. Xxxxxxx | ||
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Title:
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President |
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PURCHASER:
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||
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RICHMOND AMERICAN HOMES OF COLORADO, INC., a Delaware corporation
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||
| By: |
/s/ Xxxxx X. Xxxxx
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| Name: |
Xxxxx X. Xxxxx
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|
| Title: |
Senior Vice President
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EXHIBIT A
(Property Legal Description)
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 7;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 8;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 9;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 10;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 11;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 18;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 19,
SKY RANCH SUBDIVISION FILING NO. 1, RECORDED JULY 20, 2018 UNDER RECEPTION XX. X0000000, XXXXXX XX XXXXXXXX, XXXXX XX XXXXXXXX.
FIFTEENTH AMENDMENT TO
(Sky Ranch)
THIS FIFTEENTH AMENDMENT TO CONTRACT FOR PURCHASE AND
SALE OF REAL ESTATE (this "Amendment") is made as of September 26, 2019 ("Effective Date"), by and between PCY HOLDINGS, LLC, a Colorado limited liability company ("Seller"),
and RICHMOND AMERICAN HOMES OF COLORADO, INC., a Delaware corporation ("Purchaser"). Seller and Purchaser may be referred to collectively as the "Parties" and individually as, a "Party".
R E C I T A L S
A. Seller and Purchaser previously entered into a Contract for Purchase and Sale of Real Estate effectively dated June 27, 2017 (as amended, the "Contract") for approximately 190 platted single-family detached residential lots (the "Lots") in the Sky Ranch master planned residential community in the County of
Arapahoe ("County"), State of Colorado (the "Community").
B. Seller and Purchaser are also parties to that certain Lot Development Agreement, dated August 9, 2018 (the "LDA"), which identifies the rights and obligations of the parties thereto with
respect to, among other things, the Wet Utilities and the Dry Utilities (each as defined therein) which are required for the Lots.
C. The Contract anticipates that the Lots will be acquired by Purchaser at two (2) closings, defined in the Contract as the First Closing and the Second Closing.
D. The First Closing for one hundred (100) Lots occurred on August 9, 2018.
E. The Second Closing, at which Seller shall convey and Purchaser shall acquire the remaining ninety-five (95) Lots (the "Takedown 2 Lots") is scheduled to occur on the Effective Date
hereof.
F. The Parties desire to amend the Contract to reflect the revised legal description for the Takedown 2 Lots resulting from the replat of Xxxx 00 xxx 00 xx Xxxxx 00, Xxx Xxxxx Subdivision Filing No. 1, recorded in the County Records (as
defined in the Contract) on July 20, 2018 at Reception No. D8071296 ("Filing No. 1").
G. The Parties hereby confirm that the Wet Utilities applicable to the Takedown 2 Lots are Substantially Complete (as defined in the LDA) and that Purchaser shall be obligated to pay at the Second Closing, in addition to all other sums due
at the Second Closing, that portion of the Deferred Purchase Price which becomes applicable, under the LDA, to the Wet Utilities.
H. Seller and Purchaser now desire to amend the terms and conditions of the Contract as set forth below. Capitalized terms used but not otherwise defined in this Amendment will have the same meanings given
to such terms in the Contract.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as follows:
1. Recitals. The recitals set
forth above are true and correct and are incorporated herein in their entirety by this reference.
2. Legal Description of Lots. Exhibit
A to the 14th Amendment which sets forth the legal description of the Lots is hereby deleted in its entirety and replaced with Exhibit
A attached hereto and incorporated herein by this reference.
2. Legal Description of the
Takedown 2 Lots. The legal description of the Takedown 2 Lots is hereby amended and all references to the Takedown 2 Lots shall hereafter refer to those Lots legally described on Exhibit B
attached hereto and incorporated herein by this reference.
3. Substantial Completion of the Wet
Utilities. The Parties hereto acknowledge and agree that, as of the Effective Date, Seller has Substantially Completed, or caused to be Substantially Completed, the Wet Utilities for all Takedown 2 Lots and further agree that all
conditions related to Purchaser's obligation to pay that portion of the Deferred Purchase Price due upon such Substantial Completion of the Wet Utilities have been satisfied.
4. Payment of Purchase Price;
Second Closing. At the Second Closing, Purchaser shall: (i) pay in Good Funds (as defined in the Contract) the Initial Purchase Price ($15,000), plus the applicable Escalator and one-half (1/2) of the Deferred Purchase Price ($27,000)
plus the applicable Escalator for each of the Takedown 2 Lots for a total of $4,103,142, which includes the applicable Escalator; and (ii) deliver to Escrow Holder a letter of credit in the amount of $2,693,250.00, which includes the
estimated Escalator pursuant to the provisions of Section 5.(c)(iv) of the Contract, to secure Purchaser's obligation to pay Seller the remaining portion of the Deferred Purchase Price upon Substantial Completion of the Dry Utilities for the
Takedown 2 Lots (the "Letter of Credit"), subject to the terms and conditions of that certain Amended and Restated Escrow Agreement of even date herewith with respect to the letter of credit and
the Dry Utilities, which shall be executed simultaneously herewith.
5. Construction.
Each of the Parties acknowledges that they, and their respective counsel, substantially participated in the negotiation, drafting and editing of this Amendment. Accordingly, the Parties agree that the provisions of this Amendment shall not
be construed or interpreted for or against any Party hereto based on authorship.
6. Authority. Each Party
represents and warrants that is has the power and authority to execute this Amendment and that there are no third party approvals required to execute this amendment or to comply with the terms or provisions contained herein.
7. Headings. The Section
headings used herein shall have absolutely no legal significance and are used solely for convenience of reference.
2
8. Ratified and Confirmed.
The Contract, except as modified by this Amendment, is hereby ratified and confirmed and shall remain in full force and effect in accordance with its original terms and provisions. In the case of any
conflict between the terms of this Amendment and the provisions of the Contract, the provisions of this Amendment shall control.
9. Counterparts. This
Amendment may be executed in counterparts, each of which shall be deemed to be an original, and both of which together shall be deemed to constitute one and the same instrument. Each of the Parties shall be entitled to rely upon a
counterpart of this Amendment executed by the other Party and sent via facsimile or e-mail transmission.
[SIGNATURE PAGE FOLLOW]
3
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
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SELLER:
|
||||
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PCY HOLDINGS, LLC, a Colorado limited liability company
|
||||
| By: |
PURE CYCLE CORPORATION, its Sole Member
|
|||
|
By:
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/s/ Xxxx X. Xxxxxxx | |||
|
Name:
|
Xxxx X. Xxxxxxx | ||
|
Title:
|
President |
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PURCHASER:
|
||
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RICHMOND AMERICAN HOMES OF COLORADO, INC., a Delaware corporation
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||
| By: |
/s/ Xxxx Xxxxxx
|
|
| Name: |
Xxxx Xxxxxx
|
|
| Title: |
Senior Vice President
|
4
EXHIBIT A
(Description of the Lots)
Lots 1 through 35, inclusive, Block 7;
Lots 1 through 27, inclusive, Block 8;
Lots 1 through 14, inclusive, Block 9;
Lots 1 through 10, inclusive, Block 10;
Lots 1 through 14, inclusive, Block 11;
Lots 1 through 41, inclusive, and Lots 43 through 46 inclusive, Block 18;
Lots 1 through 48, inclusive, Block 19;
SKY RANCH SUBDIVISION FILING XX. 0,
XXXXXX XX XXXXXXXX, XXXXX XX XXXXXXXX
AND
Xxxx 0 xxx 0, Xxxxx 0,
XXX XXXXX SUBDIVSIION FILNG XX 0,
XXXXXX XX XXXXXXXX, XXXXX XX XXXXXXXX
0
XXXXXXX X
(Description of Takedown 2 Lots)
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 18;
XXXX 00 XXXXXXX 00, XXXXXXXXX, XXXXX 18;
XXXX 0 XXXXXXX 00, XXXXXXXXX, XXXXX 19;
SKY RANCH SUBDIVISION FILING XX. 0,
XXXXXX XX XXXXXXXX, XXXXX XX XXXXXXXX,
AND
XXXX 0 XXX 0, XXXXX 0
XXX XXXXX SUBDIVISION FILING XX. 0,
XXXXXX XX XXXXXXXX, XXXXX XX XXXXXXXX.
0
