1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS 3-7-04) 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: Purchase Price: $ 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, , will take title to the real property described below as Joint Tenants Tenants In Common Other . b. Property. The Property is the following legally described real estate: in the County of commonly known as No. , Colorado, Street Address 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. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Reference § 5a § 5b § 5c § 5c § 5d § 5d § 5d § 6a(4) § 7a § 7c § 8c § 7b § 8a § 8b § 8b § 10 § 10a § 10b § 10c § 11 § 16 § 16 § 27 § 27 Event Loan Application Deadline Loan Commitment Deadline Buyer's Credit Information Deadline Disapproval of Buyer's Credit Deadline Existing Loan Documents Deadline Objection to Existing Loan Documents Deadline Approval of Loan Transfer Deadline Appraisal Deadline Title Deadline Survey Deadline Survey Objection Deadline Document Request Deadline Title Objection Deadline Off-Record Matters Deadline Off-Record Matters Objection Deadline Seller's Property Disclosure Deadline Inspection Objection Deadline Resolution Deadline Property Insurance Objection Deadline Closing Date Possession Date Possession Time Acceptance Deadline Date Acceptance Deadline Time Date or Deadline CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 1 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 d. Note: The following disclosure forms are attached but are not a part of this contract: e. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N/A" means not applicable. The abbreviation "MEC" (mutual execution of this contract) means the latest date upon which both parties have signed this contract. 3. INCLUSIONS AND EXCLUSIONS. The Purchase Price includes the following items (Inclusions): a. 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 b. . Exclusions. The following attached fixtures are excluded from this sale: . c. Personal Property. 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. If checked, the following are included: Smoke/Fire Detectors Security Systems; and d. Transfer of Personal Property. The Personal Property to be conveyed at Closing shall be conveyed, by Seller, free and clear of all taxes, (except personal property taxes for the year of closing), liens and encumbrances, except . Conveyance shall be by bill of sale or other applicable legal instrument. e. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: f. Water Rights. The following legally described water rights: Any water rights shall be conveyed by deed or other applicable legal instrument. g. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U. S. Dollars by Buyer as follows: Item No. 1 2 3 4 5 6 7 8 9 10 73 74 75 76 Attachments. The following are a part of this contract: Reference §4 § 4a § 4b(1) § 4b(2) § 4c § 4d Item Purchase Price Earnest Money New First Loan New Second Loan Assumption Balance Seller or Private Financing § 4e Cash at Closing TOTAL Amount $ Amount $ $ $ Note: If there is an inconsistency between the Purchase Price on the first page and this § 4, the amount in § 4 shall control. , a. Earnest Money. The Earnest Money set forth in this section, in the form of is part payment of the Purchase Price and shall be payable to and held by CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 2 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this contract unless the parties mutually agree and set forth a different deadline in writing for its payment. The parties authorize delivery of the Earnest Money deposit to the closing company, if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on earnest money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. b. New Loan. (1) New First Loan. Buyer shall obtain a new loan set forth in this section as follows: Conventional Other . This loan will be secured by a (1st, 2nd, etc.) deed of trust. , shall be amortized over a The total loan amount, not in excess of $ period of Years Months, payable at approximately $ per including principal and interest not to exceed % per annum, plus, if required by Buyer's lender, a deposit of of the estimated annual real estate taxes and property insurance premium. If the loan is an adjustable interest rate or graduated payment loan, the payments and interest rate initially shall not exceed the figures set forth above. % of the Loan discount points, if any, shall be paid to lender at Closing and shall not exceed total loan amount. Notwithstanding the loan's interest rate, the first loan discount points shall be paid by , and the balance, if any, shall be paid by . Buyer shall timely pay Buyer's loan costs and a loan origination fee not to exceed % of the loan amount. (2) New Second Loan. Buyer shall obtain a new loan set forth in this section as follows: (2nd, etc.) deed of trust. This loan will be secured by a The total loan amount, not in excess of $ , shall be amortized over a period of Years Months, payable at approximately $ per including principal and interest not to exceed % per annum. If the loan is an adjustable interest rate or graduated payment loan, the 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 % of the loan discount points shall be paid by total loan amount. Notwithstanding the loan's interest rate, the first , and the balance, if any, shall be paid by . Buyer shall timely pay Buyer's loan costs and a loan origination fee not to exceed % of the loan amount. c. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance set forth in this section, presently payable at $ per % per annum, and also including escrow for the following as including principal, interest presently at indicated: Real Estate Taxes Property Insurance Premium and . Buyer agrees to pay a loan transfer fee not to exceed $ . At the time of assumption, the new interest rate shall not exceed % per annum and the new payment shall not exceed $ principal and interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which causes the amount of cash required from Buyer at Closing to be increased by more than $ , then Buyer May Terminate this contract effective upon receipt by Seller of Buyer's written notice of termination or . Seller Shall Shall Not be released from liability on said loan. If applicable, compliance with the requirements for release from liability shall be evidenced by delivery at Closing of an appropriate letter of commitment from lender. Cost payable for release of liability shall be paid by in an amount not to exceed $ . d. Seller or Private Financing. Buyer agrees to execute a promissory note payable to: , as Joint Tenants Tenants in Common Other , on the note form as indicated: (UCCC - No Default Rate) NTD 82-5-04 (Default Rate) NTD 81-5-04 Other secured by a _____ (lst, 2nd, etc.) deed of trust encumbering the Property, using the form as indicated: Strict Due-On-Sale (TD 72-5-04) Creditworthy (TD 73-5-04) Assumable - Not Due On Sale (TD 74-5-04) Other . The promissory note shall be amortized on the basis of Years Months, payable at $ per including principal and interest at the rate of % per annum. Payments shall commence and shall be due on the day of each succeeding . If not sooner paid, the balance of principal and accrued interest shall be due and payable CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 3 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 after Closing. Payments Shall Shall Not be increased by of estimated annual real estate taxes, and Shall Shall Not be increased by of estimated annual property insurance premium. The loan shall also contain the following terms: (1) if any payment is not received within calendar days after its due date, a late charge of % of such payment shall be due, (2) interest on lender disbursements under the deed of trust shall be % per annum, (3) default interest rate shall be % per annum, (4) Buyer may prepay without a penalty except , and (5) Buyer Shall Shall Not execute and deliver, at Closing, a Security Agreement and UCC-1 Financing Statement granting the holder of the promissory note a (1st, 2nd, etc.) lien on the personal property included in this sale. Buyer Shall Shall Not provide a mortgagee’s title insurance policy, at Buyer’s expense. e. Cash at Closing. All amounts paid by Buyer at Closing including Cash at Closing, plus Buyer's closing costs, 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 OBLIGATIONS. a. Loan Application. If Buyer is to pay all or part of the Purchase Price 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 a verifiable application by Loan Application Deadline (§ 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 § 4b (1) and (2) and § 4c, timely pay the costs 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 that would prejudice lender’s approval of the loan application or funding of the loan. Buyer may obtain different financing provided Seller incurs no additional delay, cost or expense, and provided Buyer is approved for such substitute loan. b. Loan Commitment. If Buyer is to pay all or part of the Purchase Price by obtaining a new loan as specified in § 4b, this contract is conditional upon Buyer obtaining a written loan commitment. This condition shall be deemed waived unless Seller receives from Buyer, no later than Loan Commitment Deadline (§ 2c), written notice of Buyer’s inability to obtain such loan commitment. If Buyer so notifies Seller, this contract shall terminate. IF SELLER DOES NOT RECEIVE WRITTEN NOTICE TO TERMINATE AND BUYER DOES NOT CLOSE, BUYER SHALL BE IN DEFAULT. c. Credit Information. If Buyer is to pay all or part of the Purchase Price by executing a promissory note in favor of Seller or if an existing loan is not to be released at Closing, this contract is conditional upon Seller's approval of Buyer's financial ability and creditworthiness, which approval shall be at Seller's sole and absolute discretion. In such case: (1) Buyer shall supply to Seller by Buyer's Credit Information Deadline (§ 2c), at Buyer's expense, information and documents concerning Buyer's financial, employment and credit condition; (2) Buyer consents that Seller may verify Buyer's financial ability and creditworthiness (including obtaining a current credit report); (3) any such information and documents received by Seller shall be held by Seller in confidence, and not released to others except to protect Seller's interest in this transaction; (4) if Seller does not provide written notice of Seller's disapproval to Buyer by Disapproval of Buyer's Credit Deadline (§ 2c), then Seller waives this condition. If Seller does provide written notice of disapproval to Buyer on or before said date, this contract shall terminate. d. Existing Loan Review. If an existing loan is not to be released at Closing, Seller shall provide copies of the loan documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline (§ 2c). This contract is conditional upon Buyer's review and approval of the provisions of such loan documents. If written notice of objection to such loan documents, signed by Buyer, is not received by Seller by the Objection to Existing Loan Documents Deadline (§ 2c), Buyer accepts the terms and conditions of the documents. If the lender's approval of a transfer of the Property is required, this contract is conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4c. If lender's approval is not obtained by Approval of Loan Transfer Deadline (§ 2c), this contract shall terminate on such date. If Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth in § 4c, this contract may be terminated at Seller's option. 6. APPRAISAL PROVISIONS. a. Appraisal Condition. This subsection a. 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 . The contract shall terminate by Buyer giving Seller written notice of termination and either a copy of such appraisal or written notice from lender that confirms the Property's valuation is less than the Purchase Price, received on or CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 4 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 before Appraisal Deadline (§ 2c). If Seller does not receive such written notice of termination on or before Appraisal Deadline (§ 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. On or before Title Deadline (§ 2c), Seller shall cause to be furnished to Buyer, at Seller's expense, a current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or if this box is checked, An Abstract of title certified to a current date. At Seller's expense, Seller shall cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. If a title insurance commitment is furnished, it 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 mechanic's 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 Seller. b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer and , (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 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 Document Request Deadline (§ 2c). This requirement shall pertain only to documents as shown of record in the offices of the clerk and recorder. 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). c. Survey. On or before Survey Deadline (§ 2c)  Seller  Buyer shall cause Buyer and the issuer of the Title Commitment or the provider of the opinion of title if an abstract, to receive a current  Improvement Survey Plat  Improvement Location Certificate  for Survey shall be (the description checked is known as Survey). An amount not to exceed $ paid by Buyer Seller. If the cost exceeds this amount, shall pay the excess on or before Closing. 8. TITLE AND SURVEY REVIEW. a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title, form or content of Title Commitment or of any other unsatisfactory title condition shown by the Title Documents, notwithstanding § 12, shall be signed by or on behalf of Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any change to the Title Documents or endorsement to the Title Commitment together with a copy of the document adding any new Exception to title. If Seller does not receive Buyer's notice by the date 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 (§ 2c) true copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of first refusal, and options) 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 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 disclosed by Seller or revealed by such inspection, notwithstanding § 12, shall be signed by or on behalf of Buyer and given to Seller on or before Off-Record Matters Objection Deadline (§ 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. Survey Review. Buyer shall have the right to inspect Survey. If written notice by or on behalf of Buyer of any unsatisfactory condition shown by Survey, notwithstanding § 8b or § 12, is received by Seller on or before Survey Objection Deadline (§ 2c) then such objection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice by Survey Objection Deadline (§ 2c), Buyer accepts Survey as satisfactory. d. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 5 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 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 (§ 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 and waives the right to terminate. e. Right to Object, Cure. Buyer’s right to object shall include, but not be limited to those matters listed in § 12. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition or commitment terms as provided in subsections 8 a, b, c and d above, Seller shall use reasonable efforts to correct said items and bear any nominal expense to correct the same prior to Closing. If such unsatisfactory title condition is not corrected to Buyer's satisfaction 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. f. 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 [§ 2c] and Off-Record Matters Objection Deadline [§ 2c]). 9. LEAD-BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwellings 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 licensees, which must occur prior to the parties signing this contract. 10. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER DISCLOSURE. On or before Seller's Property Disclosure Deadline (§ 2c), Seller agrees to provide Buyer with a Seller’s Property Disclosure (Vacant Land) form completed by Seller to the best of Seller's current actual knowledge. a. Inspection Objection Deadline. Buyer shall have the right to have inspections 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 (§ 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 (§ 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 (§ 2c), this contract shall terminate one calendar day following the Resolution Deadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. c. Insurability. This contract is conditioned upon Buyer's satisfaction, in Buyer's subjective discretion, with the availability, terms, conditions and premium for property insurance. This contract shall terminate upon Seller's receipt, on or before Property Insurance Objection Deadline (§ 2c) of Buyer's written notice that such insurance was not satisfactory to Buyer. If said notice is not timely received, Buyer shall have waived any right to terminate under this provision. d. Damage, Liens and 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 CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 6 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 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 and legal fees. The provisions of this subsection shall survive the termination of this contract. 11. CLOSING. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as Closing Date (§ 2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by . 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 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 § 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 § 8b (Matters not Shown by the Public Records) and § 8c (Survey Review), d. inclusion of the Property within any special taxing district, 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 One-half by Buyer and One-half by Seller Buyer Seller Other . The local transfer tax of by Buyer and One-half by Seller % of the Purchase Price shall be paid at Closing by One-half Buyer Seller Other . 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 (§ 2c), except as otherwise provided: a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing 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 leases. c. Other Prorations. Water and sewer charges; interest on any continuing loan, 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 (§ 2c), subject to the following leases or tenancies: . 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 $ per day from the Possession Date (§ 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. CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 7 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 18. INSURANCE; CONDITION OF, 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 (§ 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 and Services. Should any Inclusion or service (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 or service 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, service or fixture 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 § 3 and such party shall be entitled to such insurance proceeds or benefits for the growing crops, if any. c. Walk-Through and 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 respective broker 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, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest 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. (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 and legal 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 within 30 calendar days of the date written notice requesting mediation is sent by one party to the other at the party’s last known address. This section shall not alter any date in this contract, unless otherwise agreed. 22. EARNEST MONEY DISPUTE. In the event of any controversy regarding the Earnest Money and things of value (notwithstanding any termination of this contract or mutual written instructions), Earnest CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 8 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 Money Holder shall not be required to take any action. Earnest Money Holder may await any proceeding, or at its option and sole discretion, interplead all parties and deposit any money or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal 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 §§ 10d, 21 and 22. 24. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This agreement 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 that, by its terms, is intended to be performed after termination or Closing shall survive the same. 26. NOTICE, DELIVERY AND CHOICE OF LAW. a. Physical Delivery. Except for the notice requesting mediation described in § 21, and except as provided in § 26b below, all notices must be in writing. Any notice to Buyer shall be effective when received by Buyer or by Selling Brokerage Firm, and any notice to Seller shall be effective when received by Seller or Listing Brokerage Firm. b. Electronic Delivery. As an alternative to physical delivery, any signed document and written notice may be delivered in electronic form by the following indicated methods only: Facsimile E-mail None. Documents with original signatures shall be provided upon request of any party. c. Choice of Law. This contract and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in this state for property located in Colorado. 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 § 26 on or before Acceptance Deadline Date (§ 2c) and Acceptance Deadline Time (§ 2c). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may be executed 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. Date: Date: Buyer Buyer Address: Address: Phone No.: Fax No.: Phone No.: Fax No.: [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 28] Date: Date: Seller Seller Address: Address: Phone No.: Fax No.: Phone No.: Fax No.: 28. COUNTER; REJECTION. This offer is Countered Rejected. CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 9 of 10 Initials American LegalNet, Inc. www.USCourtForms.com 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 516 517 518 519 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 Initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT Note: Closing Instructions and Earnest Money Receipt should be signed on or before Title Deadline (§ 2c). BROKER ACKNOWLEDGMENTS. The undersigned Brokers acknowledge receipt of the Earnest Money deposit specified in § 4 and, while not parties to the contract, agree to cooperate upon request with any mediation conducted under § 21. The Selling Broker is a Buyer’s Agent Transaction-Broker in this transaction. The Listing Broker is a Seller’s Agent Transaction-Broker in this transaction. BROKERS' COMPENSATION DISCLOSURE. Selling Brokerage Firm's compensation or commission is to be paid by Buyer  Other Listing Brokerage Firm . (To be completed by Listing Broker) Listing Brokerage Firm’s compensation or commission is to be paid by: Seller Buyer Other . Selling Brokerage Firm's Name: Date: Broker Address: Phone No.: Fax No.: Listing Brokerage Firm's Name: Date: Broker Address: Phone No.: Fax No.: CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND – FARM – RANCH) ______________ Page 10 of 10 Initials American LegalNet, Inc. www.USCourtForms.com