EXEMPLAR – NOT FOR EXECUTION REAL ESTATE PURCHASE CONTRACT
DATE: SELLER: TOWN OF CASTLE ROCK , a Colorado municipal corporation, 100 Wilcox Street, Castle Rock, CO 80104 (“Seller”). (“Buyer”).
BUYER: COVENANTS:
Section 1. Property. Buyer shall purchase and Seller shall sell and convey (Legal Description), Douglas County, Colorado together with all appurtenances (the “Property”). Section 2. Payment. The purchase price $____________________ shall be payable as follows: (a) for the Property of
tendered herewith is Buyer’s check payable to First American Heritage Title Company (“FAHTCO”) in the amount of $5,000 as earnest money deposit to be held in the escrow account of FAHTCO, pursuant to the Escrow Agreement attached as Exhibit __; $_________________ (plus or minus Closing prorations) by cash or certified funds payable to FAHTCO at Closing, as provided in section 6.
(b)
Section 3. Seller’s Initial Deliveries. With Buyer’s acceptance of this Contract, Seller shall deliver to Buyer the following (collectively, the “Seller’s Deliveries”): (a) Title Insurance Commitment. A current commitment for an owner’s title insurance policy (the “Commitment”) in an amount equal to the purchase price. Seller shall have the title insurance policy delivered to Town as soon as practical after Closing and pay the premium at Closing. Other Information. Copies of the following documents and materials in Seller’s actual possession: surveys or environmental studies concerning the Property that are in the Seller’s possession or control, if any.
(b)
Buyer shall have until ten (10) business days to give written notice of objection to the matters so disclosed in Seller’s Deliveries, including specifically the merchantability of the Seller’s title. In the event of an objection to matters disclosed in Seller’s Deliveries, this Contract shall be terminated at the option and sole discretion of Buyer, the earnest money returned to Buyer, and the parties shall be relieved of further
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EXEMPLAR – NOT FOR EXECUTION obligations hereunder, or, alternatively, Buyer may waive such objection(s), in which event this Contract shall remain in effect. Section 4. Due Dilligence. Buyer shall have the right, but not the obligation, to access the Property to test and inspect the Property, including assessing environmental conditions on the Property. Prior to Closing, Buyer’s employees, consultants, agents and contractors may enter onto the Property to perform such tests and inspections as Buyer reasonably determines necessary to complete its due diligence including groundwater and soil sampling. Buyer shall promptly restore any alterations made to the Property by Buyer (or at Buyer’s insistence or request) and Buyer shall pay for all work performed on the Property such as payments come due. Buyer shall, at Buyer’s expense, defend, indemnify, and hold harmless Seller from and against any and all obligations, claims, losses and damages, including costs and attorney’s fees, resulting from or related to Buyer’s occupancy on the Property authorized by this section 4. Notwithstanding any other provision of this Contract, Buyer’s obligation under this section 4 shall survive termination of this Contract. Section 5. Acceptance of Conditions. On or before __________________, Buyer shall notify Seller whether Buyer intends to proceed with the purchase and Closing given the environmental conditions of the Property. In the event Buyer objects to environmental conditions, this Contract shall terminate, and the parties shall be relieved of any further obligations under this Contract and the earnest money deposit shall be returned to Buyer. Section 6. Regulatory Compliance. Use and development of the Property shall be subject to all zoning, subdivision, building and other regulations of the Town of Castle Rock, including the payment of rates and fees. Nothing in this Contract shall constitute a waiver or compromise of regulatory compliance and Seller makes no representation as to entitlements associated with the Property except as expressly stated herein. Section 7. Access Restrictions. The Property shall be conveyed subject to a restriction that no vehicular access shall be permitted directly from the Property to the abutting Perry Street (the “Access Restriction”). Section 8. Closing. This sale and purchase shall be closed on _________________, at the offices of FAHTCO (the “Closing”). Provided that the Closing may be extended by mutual agreement for the convenience of the parties. At Closing, Seller shall execute and deliver a special warranty deed conveying the Property, subject only to those matters referenced in Section 3 and the Access Restriction and reserving all water and water rights, and Buyer shall tender the balance of the purchase price in the form of consideration as provided in Section 2. Closing costs shall be apportioned between Seller and Buyer as of the Closing date in the manner that is usual and customary in Douglas County, Colorado. The parties agree to execute and deliver any further or additional documents as may be reasonably necessary to carry out the terms of this Contract. Buyer shall be entitled to possession of the Property at the time of Closing. 2
EXEMPLAR – NOT FOR EXECUTION
Section 9. No Further Encumbrance. Seller shall not cause any consensual liens or encumbrances to be placed against the Property or grant any interest in the Property to any third party (including, but not limited to, easements, licenses, profits or leases of any kind) or create or establish any restrictive covenants or other matters affecting title to the Property. Section 10. Seller’s Representations. Seller represents and warrants to Buyer: (a) Seller has no actual knowledge and has received no written notice of violation of any federal, state or local laws, statutes, ordinances, orders, regulations or other requirements or governmental entities having jurisdiction over and affecting the Property, and that further if will notify Buyer if it obtains actual knowledge of or receives written notice of any such violation prior to Closing; and (b) Seller has no actual knowledge of any pending lawsuits, legal proceedings or governmental investigations or proceedings involving the Property. Section 11. “As-is” Nature of Sale. Buyer acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, verbal or written, past, present or future, of, as to concerning or with respect to: (a) the value, nature, quality, or physical condition of the Property, including, without limitation, the water, soil and geology; (b) the income to be derived from the Property; (c) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon; or (d) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property, and Seller specifically disclaims any representations regarding compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, including solid waste, or the disposal or existence, in or on the Property, of asbestos or any hazardous substance except as may otherwise be represented in section 8. Buyer further acknowledges and agrees that having been given the opportunity to inspect and assess the Property, Buyer will be relying solely on Buyer’s own investigation of the Property and not on any information provided or to be provided by Seller other than as is stated in this Contract. Buyer further acknowledges and agrees that any information provided or to be provided by or on behalf of Seller with respect to the Property was obtained in a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller is not liable or bound in any manner by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant or other person. Buyer further acknowledges that to the maximum extent permitted by law, and except as may be otherwise expressly provided to the contrary in this Contract, the sale of the Property as provided is made on an “AS IS” condition and basis with all faults. Section 12. Default and Remedies. Time is of the essence, if Seller is in default of this Contract, Buyer may elect to treat this Contract as terminated, in which
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EXEMPLAR – NOT FOR EXECUTION event Buyer will be entitle to the return of the earnest money deposit and the parties will be relieved of any further obligation hereunder, or Buyer may elect to treat this Contract as in full force and effect, and Buyer in that event shall have the right to an action for specific performance. If Buyer is in default, Seller’s sole remedy shall be the right to retain the earnest money deposits tendered by Buyer as of the date of the default as provided in section 2, above, as liquidated damages. In any litigation arising out of this Contract, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. Section 13. Amendment. Any and all changes to this Contract, in order to be mutual effective and binding upon the parties and their successors, must be in writing and duly executed by the signatories or their respective representatives, heirs, successors, or assigns. Section 14. Notice. The addresses of the parties to this Contract are as listed below. Any and all notices have been given when delivered to the other parities by hand deliver, or by facsimile transmission, or three (3) days following the date the same is deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested, addressed to the other parties at the addresses noted or such address as is subsequently endorsed in writing: If to Seller: Town Attorney Town of Castle Rock 100 Wilcox Street Castle Rock, CO 80104
If to Buyer: Section 15. Survival. The representations and warranties of the parties contained herein shall survive the Closing of the purchase and sale and shall thereafter be enforceable by the non-defaulting party. Section 16. Buyer Authorization. This agreement shall be binding upon Buyer when Buyer or its authorized officers sign it. Section 17. (a) Miscellaneous.
In the event that any of the deliveries described herein for payment or performance of the provisions hereof falls on a Saturday, Sunday, or State or Federal legal holiday, the time for payment or performance shall be extended to the next business day. All parties are advised to seek independent legal, tax and other counsel. Facsimile signatures shall be acceptable and binding to all parties, for the purposes of this Contract, until original signatures can be obtained.
(b) (c)
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EXEMPLAR – NOT FOR EXECUTION
Section 18. Entire Agreement. This instrument embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein; and this Contract shall supersede all previous communications, representations or agreements, either verbal or written. SELLER: ATTEST: TOWN OF CASTLE ROCK
_____________________________ Sally A. Misare, Town Clerk Approved as to form:
____________________________________ Randy A. Reed, Mayor
_____________________________ Robert J. Slentz, Town Attorney COUNTY OF STATE OF ) ) ss. )
The foregoing instrument was acknowledged before me this _____ day of __________________, 20__, Sally A. Misare as Town Clerk and Randy A. Reed as Mayor of the Town of Castle Rock, Colorado Witness my official hand and seal. My commission expires: __________. (SEAL) _____________________________ Notary Public
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EXEMPLAR – NOT FOR EXECUTION BUYER: By: _____________________________
COUNTY OF STATE OF
) ) ss. )
The foregoing instrument was acknowledged before me this _____ day of __________________, 20__, by ____________________________ as _____________________________ for __________________________________. Witness my official hand and seal. My commission expires: __________. (SEAL) _____________________________ Notary Public
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