Exhibit 10.1
Contract to Buy and Sell Real Estate for sale of 0000 X. Xxxxx Xxxxx.
The printed portions of this form have been approved by the Colorado Real Estate
Commission (CBS 2-9-95)
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.
COMMERCIAL
CONTRACT TO BUY AND SELL REAL ESTATE
MARCH 20 ,1996
1. PARTIES AND PROPERTY. WESTMINSTER ASSOCIATES LTD., A COLORADO
PARTNERSHIP, buyer(s), [Buyer] [text marked out] agrees to buy, and the
undersigned seller(s) [Seller], agrees to sell, on the terms and conditions set
forth in this contract, the following described real estate in the County of
ARAPAHOE , Colorado, to wit:
Leagl to be inserted at a later date.
known as No. 0000 XXXX XXXXX XXXXX XXXXXXXXX XXXXXXX XX 00000
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Street Address City State Zip
together with all interest of Seller in vacated streets and alleys adjacent
thereto, all easements and other appurtenances thereto, all improvements thereon
and all attached fixtures thereon, except as herein excluded (collectively the
Property).
2. INCLUSIONS/EXCLUSIONS. The purchase price includes the following
items (a) if attached to the Property on the date of this contract: lighting,
heating, plumbing, ventilating, and air conditioning fixtures [text marked out]
water softeners, smoke/fire[text marked out], security devices, inside telephone
wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom
systems, built-in kitchen appliances, sprinkler systems and controls; (b) 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, curtain
rods, drapery rods, all keys and (c)
None
The above-described included items (Inclusions) are to be conveyed to Buyer by
Seller by xxxx of sale at the closing, free and clear of all taxes, liens and
encumbrances, except as provided in Section 12. The following attached fixtures
are excluded from this sale:
None
3. PURCHASE PRICE AND TERMS. The purchase price shall be $550,000.00 ,
payable in U.S. dollars by Buyer as follows: -----------
(Complete the applicable terms below)
(A) XXXXXXX MONEY
$ 5,000.00 in the form of A CHECK WITHIN FIVE DAYS OF MUTUAL EXECUTION OF THIS
CONTRACT as xxxxxxx money deposit and part payment of the purchase price,
payable to and held by XXXXXXX TITLE GUARANTY , [text marked out] in its trust
account on behalf of both Seller and Buyer. Broker is authorized to deliver the
xxxxxxx money deposit to the closing agent, if any, at or before closing.
The balance of $545,000.00 (purchase price less xxxxxxx money)
shall be paid as follows: [text marked out]
(C) NEW LOAN.
$545,000.00 by Buyer obtaining a new loan the terms of which shall be
determined.
[text marked out]
NO. CBS2-9-95. COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE PAGE 1 OF 4
[INITIALS]
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INITIAL
Bradford Publishing, 0000 Xxxxx Xx., Xxxxxx, XX 00000 -- (303)292-2500--1-95
[text marked out]
4. FINANCING CONDITIONS AND OBLIGATIONS
(A) LOAN APPLICATION(S). If Buyer is to pay all or part of the purchase
price as set forth in Section 3 by obtaining a new loan or if an existing loan
is not to be released at closing, Buyer, if required by such lender, shall make
written application within 35 calendar days from acceptance of this contract.
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 the lender, and, subject to Section 3,
timely pay the costs of obtaining such loan or lender consent.
(B) LOAN APPROVAL. If Buyer is to pay all or part of the purchase price
by obtaining a new loan as Specified in Section 3, this contract is conditional
upon lender's approval of the new loan on or before 60 DAYS AFTER MUTUAL
EXECUTION. If not so approved by said date, this contract shall terminate. [text
marked out]
5. APPRAISAL PROVISION. (Check only one box) This Section 5 [X]shall
[ ]shall not apply.
If this Section 5 applies, as indicated above, 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 .
The contract shall terminate by the Buyer causing the Seller to receive written
notice of termination and a copy of such appraisal or written notice from lender
which confirms the Property's valuation is less than the purchase price, on or
before 60 DAYS AFTER MUTUAL EXECUTION [Appraisal Deadline]. If Seller does not
receive such written notice of termination on or before the appraisal deadline,
Buyer waives any right to terminate under this section.
6. COST OF APPRAISAL. Cost of any appraisal to be obtained after the
date of this contract shall be timely paid by BUYER .
7. 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.
8. EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's
expense, either a current commitment for owner's title insurance policy in an
amount equal to the purchase price or at Seller's choice, an abstract of title
certified to a current date, on or before 10 DAYS AFTER MUTUAL EXECUTION OF
CONTRACT (Title Deadline). If a title insurance commitment is furnished, Buyer
may require of Seller that copies of instruments (or abstracts of instruments)
listed in the schedule of exceptions (Exceptions) in the title insurance
commitment also be furnished to Buyer at Seller's expense. This requirement
shall pertain only to instruments shown of record in the office of the clerk and
recorder of the designated county or counties. The title insurance commitment,
together with any copies or abstracts of instruments furnished pursuant to this
Section 8, constitute the title documents (Title Documents). Buyer, or Buyer's
designee, must request Seller, in writing, to furnish copies or abstracts of
instruments listed in the schedule of exceptions no later than 14 calendar days
after the Title Deadline. If Seller furnishes a title insurance commitment,
Seller will pay the premium at closing and have the title insurance policy
delivered to Buyer as soon as practicable after closing. 9. TITLE. (A)TITLE
REVIEW. Buyer shall have the right to inspect the Title Documents or abstract.
Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents or abstract shall be
signed by or on behalf of Buyer and given to Seller on or before 14 calendar
days after Title Deadline, 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 the Title Deadline set forth in Section 8,
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(s) 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 60 DAYS AFTER MUTUAL EXECUTION. 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 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 DISTRICTS, EXISTING MILL LEVIES OF SUCH
DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH
MILL LEVIES.
NO. CBS2-9-95. PAGE 2 OF 4 [INITIALS]
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INITIAL
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
given to Seller on or before the date set forth in subsection 9(b), this
contract shall then terminate. If Seller does not receive Buyer's notice by the
date specified above, 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) as provided in subsection
(a) or (b) above, Seller shall use reasonable effort to correct said
unsatisfactory title condition(s) prior to the date of closing. If Seller fails
to correct said unsatisfactory title condition(s) on or before the date of
closing, this contract shall then terminate; provided, however, Buyer may, by
written notice received by Seller, on or before closing, waive objection to said
unsatisfactory title condition(s).
10. INSPECTION. Buyer or any designee, shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions, at
Buyer's expense. If written notice of any unsatisfactory condition, signed by or
on behalf of Buyer, is not received by Seller on or before ** , 19 (Objection
Deadline), the physical condition of the Property and Inclusions shall be deemed
to be satisfactory to Buyer. If such notice is received by Seller as set forth
above, and if Buyer and Seller have not agreed, in writing, to a settlement
thereof on or before ** , 19 (Resolution Deadline), this contract shall
terminate three calendar days following the Resolution Deadline; unless, within
the three calendar days, Seller receives written notice from Buyer waiving
objection to any unsatisfactory condition. Buyer is responsible for and shall
pay for any damage which occurs to the Property and Inclusions as a result of
such inspection.
11. DATE OF CLOSING. The date of closing shall be *** , 19 [MARKING] ,
or by mutual agreement at an earlier date. The hour and place of closing shall
be designated by MUTUAL AGREEMENT OF THE PARTIES .
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 GENERAL WARRANTY
deed to Buyer, on closing, conveying the Property free and clear of all taxes
except the general taxes for the year of closing, and except ALL LIENS AND
ENCUMBRANCES OF RECORD . Title shall be conveyed free and clear of all liens for
special improvements installed as of the date of Buyer's signature hereon,
whether assessed or not; except (i) distribution utility easements (including
cable TV), (ii) those matters reflected by the Title Documents accepted by Buyer
in accordance with subsection 9(a), (iii) those rights, if any, of third parties
in the Property not shown by the public records in accordance with subsection
9(b), (iv) inclusion of the Property within any special taxing district, and (v)
subject to building and zoning regulations.
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 required documents at or before closing. Fees
for real estate closing services shall not exceed $200.00 and shall be paid at
closing by THE PARTIES EQUALLY . The local transfer tax of N/A % of the purchase
price shall be paid at closing by . Any sales and use tax that may accrue
because of this transaction shall be paid when due by SELLER .
15. PRORATIONS. General taxes for the year of closing, based on the
taxes for the calendar year immediately preceding closing, rents, water and
sewer charges, owner's association dues, and interest on continuing loan(s), if
any, and ANY OTHER TAXES/CHARGES OF RECORD shall be prorated to date of closing.
16. POSSESSION. Possession of the Property shall be delivered to Buyer
as follows: on day of closing and delivery of Deed., subject to the following
lease(s) or tenancy(s): Those disclosed in writing by the Seller upon execution
of this Contract.
If Seller, after closing, fails to deliver possession on the date herein
specified, Seller shall be subject to eviction and shall be additionally liable
to Buyer for payment of $ 200.00 per day from the date of agreed possession
until possession is delivered.
17. CONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise provided
in this contract, the Property and Inclusions shall be delivered in the
condition existing as of the date of this contract, ordinary wear and tear
excepted. In the event the Property shall be damaged by fire or other casualty
prior to the time of 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
date of closing. 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. Should Buyer elect to carry out this contract despite such damage, Buyer
shall be entitled to credit for all the insurance proceeds resulting from such
damage to the Property and Inclusions not exceeding, however, the total purchase
price. Should any Inclusion(s) or service(s) fail or be damaged between the date
of this contract and the date of closing or the date of 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, less any insurance proceeds received by Buyer covering
such repair or replacement.
18. TIME OF ESSENCE/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, of 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:
(CHECK ONE BOX ONLY.)
[ ] (1) SPECIFIC PERFORMANCE
Seller may elect to treat this contract as cancelled, 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.
[ ] (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 cancelled, 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.
Anything to the contrary herein notwithstanding, in the event
of any arbitration or litigation arising out of this contract,
the arbitrator or court shall award to the prevailing party
all reasonable costs and expenses, including attorney fees.
19. 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 agent, unless
mutual written instructions are received by the holder of the xxxxxxx money and
things of value, broker or closing agent shall not be required to take any
action but may await any proceeding, or at broker's or closing agent'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.
20. ALTERNATIVE DISPUTE RESOLUTION: MEDIATION. If a dispute arises
relating to this contract, and is not resolved, the parties and broker(s)
involved in such dispute (Disputants) shall first proceed in good faith to
submit the matter to mediation. The Disputants will jointly appoint an
acceptable mediator and will share equally in the cost of such mediation. In the
event the entire dispute is not resolved within thirty (30) calendar days from
the date written notice requesting mediation is sent by one Disputant to the
other(s), the mediation, unless otherwise agreed, shall terminate. This section
shall not alter any date in this contract unless otherwise agreed.
** 60 days after mutual execution
NO. CBS2-9-95. PAGE 3 OF 4 [INITIALS] *** 75 days after mutual execution
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INITIAL
21. ADDITIONAL PROVISIONS: (THE LANGUAGE OF THESE ADDITIONAL PROVISIONS
HAS NOT BEEN APPROVED BY THE COLORADO REAL ESTATE COMMISSION.)
1. Pursuant to paragraph 10, "Inspection," above, the parties
intend for the Buyer to have an absolute "free look" through
5:00 pm sixty days after mutual execution.
2. This Contract is contingent upon Buyer receiving approval for
a loan with Terms acceptable to Buyer on or before sixty (60)
days after mutual execution pursuant to paragraph 4b herein.
3. Seller shall be responsible to pay Axis Commercial Realty,
Inc. a fee equal to 6% of the total purchase price for this
transaction. Said fee shall be paid to Axis Commercial Realty,
Inc. at time of closing.
4. In the event a Phase I environmental study is needed for the
property, Seller and Buyer agree to split these costs equally.
5. Pursuant to paragraph 3a "Xxxxxxx Money," an additional
$5,000.00 shall be deposited with Axis Commercial Realty, Inc.
at time contingencies are removed.
22. RECOMMENDATION OF LEGAL 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.
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 Section 19.
24. SELLING COMPANY BROKER RELATIONSHIP. The selling broker, AXIS
COMMERCIAL REALTY, INC. , and its salespersons have been engaged as TRANSACTION
BROKER . Selling Company has previously disclosed in writing to the buyer that
different relationships are available which include buyer agency, seller agency,
subagency, or transaction-broker.
25. NOTICE TO BUYER. Any notice to Buyer shall be effective when
received by Buyer, or, if this box is checked [ ] when received by Selling
Company.
26. NOTICE TO SELLER. Any notice to Seller shall be effective when
received by Seller or Listing Company.
27. MODIFICATION OF 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.
28. ENTIRE AGREEMENT. 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.
29. 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 such acceptance on
or before FEBRUARY , 19 96 (Acceptance Deadline). 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.
/s/Xxxxxxx Xxxx
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Buyer Buyer
Date of Buyer's signature April 8, 1996 Date of Buyer's signature _____, 19____
Buyer's Address_________________________________________________________________
/s/Capital Reserve Corporation
By Xxxxx X. Xxxxxx
-------------------------------- -----------------------------------
Seller Capital Reserve Corporation Seller
Date of Seller's signature 4/10/96,19__ Date of Seller's signature ____, 19____
Seller's Address_______________________________________________________________
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The undersigned Broker(s) acknowledges receipt of the xxxxxxx money deposit
specified in Section 3, and Selling Company confirms its Broker Relationship as
set forth in Section 24.
Selling Company _______N/A______________________________________________________
Name and Address
By:__________________________ __________________, 19____________
Signature Date
Listing
Company: AXIS COMMERCIAL REALTY, INC. 0000 X. XXXXXX XX., #000 XXXXXX, XX 00000
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By:____________________________________ __________________, 19____________
Signature Date
NOTE CLOSING INSTRUCTIONS SHOULD BE SIGNED AT THE TIME THIS CONTRACT IS SIGNED
NO. CBS2-9-95. PAGE 4 OF 4
