1 2 3 4 RE/MAX Alliance Kevin O`Malley The O`Malley Team Ph: 303-674-9770 Fax: 303-674-3469 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CP40-6-15) (Mandatory 1-16) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 5 COUNTERPROPOSAL 6 3/17/2016 7 8 1. This Counterproposal supersedes and replaces any previous counterproposal. This 9 Counterproposal amends the proposed contract dated 3/10/2016 (Contract), between Charles C Howard and Lue Alta Howard (Seller), and Summit Combined Housing Authority (Buyer), 10 relating to the sale and purchase of the following legally described real estate in the County of Clear Creek, Colorado: IDAHO SPRINGS ID SPGS FAIVRE PL #295, TR 114.66FT FRONT & IMPS, 431/414 ESMT 454/400 11 SURVEY 448/978 12 known as No. Trailer Villa Colorado Boulevard, Idaho Springs, CO 80452 (Property). 13 14 15 NOTE: If the table is omitted, or if any item is left blank or is marked in the "No Change" column, it means no change to the corresponding provision of the Contract. If any item is marked in the "Deleted" column, it means that the corresponding provision of the Contract to which reference is made is deleted. 16 2. 3. DATES AND DEADLINES. [Note: This table may be omitted if inapplicable.] 17 18 Item No. Reference Event Date or Deadline No Change Deleted 1 4.3 Alternative Earnest Money Deadline no change Title 2 8.1 Record Title Deadline no change 3 8.2 Record Title Objection Deadline no change 4 8.3 Off-Record Title Deadline no change 5 8.3 Off-Record Title Objection Deadline no change 6 8.4 Title Resolution Deadline no change 7 8.6 Right of First Refusal Deadline no change Owners Association 8 7.3 Association Documents Deadline no change 9 7.4 Association Documents Objection Deadline no change Seller's Property Disclosure 10 10.1 Seller's Property Disclosure Deadline no change Loan and Credit 11 5.1 Loan Application Deadline no change 12 5.2 Loan Objection Deadline no change 13 5.3 Buyer's Credit Information Deadline no change 14 5.3 Disapproval of Buyer's Credit Information Deadline no change 15 5.4 Existing Loan Documents Deadline no change 16 5.4 Existing Loan Documents Objection Deadline no change 17 5.4 Loan Transfer Approval Deadline no change 18 4.7 Seller or Private Financing Deadline no change Appraisal 19 6.2 Appraisal Deadline no change 20 6.2 Appraisal Objection Deadline no change 21 6.2 Appraisal Resolution Deadline no change CP 40-6-15. COUNTERPROPOSAL Page 1 of 5
19 Survey 22 9.1 New ILC or New Survey Deadline no change 23 9.3 New ILC or New Survey Objection Deadline no change 24 9.4 New ILC or New Survey Resolution Deadline no change Inspection and Due Diligence 25 10.3 Inspection Objection Deadline no change 26 10.3 Inspection Resolution Deadline no change 27 10.5 Property Insurance Objection Deadline no change 28 10.6 Due Diligence Documents Delivery Deadline no change 29 10.6 Due Diligence Documents Objection Deadline no change 30 10.6 Due Diligence Documents Resolution Deadline no change 31 10.6 4 Environmental Inspection Objection Deadline CBS2, 3, no change 32 10.6 ADA Evaluation Objection Deadline CBS2, 3, 4 no change 33 10.7 Conditional Sale Deadline no change 34 11.1 Tenant Estoppel Statements Deadline CBS2, 3, 4 no change 35 11.2 Tenant Estoppel Statements Objection Deadline CBS2,3,4 Closing and Possession no change 36 12.3 Closing Date 3/21/2017 Tuesday 37 17 Possession Date 3/21/2017 Tuesday 38 17 Possession Time no change 39 28 Acceptance Deadline 3/21/2016 Monday 40 28 Acceptance Time 11:59 pm 20 3. 4. PURCHASE PRICE AND TERMS. [Omitted as inapplicable] 21 22 4. ATTACHMENTS. The following are a part of this Counterproposal: 23 no change 24 Note: The following disclosure forms are attached but are not a part of this Counterproposal: 25 no change 26 27 5. OTHER CHANGES. Sec 2.4 PROPERTY in the original contract is changed "known as 2544 Colorado Blvd, Idaho Springs, CO 80452. Sec 2.6 EXCLUSIONS: n/a is deleted and replaced with The mobile homes located upon the Property are not Inclusions and are not being conveyed to Buyer. The parties agreements concerning such mobile homes is set forth in Paragraphs 30.4(j) and 30.7 of this Contract. SEC 30 ADDITIONAL PROVISIONS IS DELETED, IN ITS ENTIRETY FROM THE ORIGINAL CONTRACT AND REPLACED WITH THE FOLLOWING: 30. ADDITIONAL PROVISIONS-REVISED. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 30.1 EARNEST MONEY PAYMENTS AND DISTRIBUTIONS. Earnest money will be deposited in RE/MAX Alliance Escrow Account in 3 payments described as follows: (a) A payment of $14,066.66 will be deposited in accordance with Item 1 in the Dates and Deadlines Table. These funds will be fully refundable to the Buyer if this contract is terminated on or before The Inspection Resolution Deadline (Item 26 in the Dates and Deadlines Table). This earnest money payment will be released to the Seller upon successful resolution of any Inspection Objections. (b) A payment of $14,066.66 will be deposited in RE/MAX Alliance Escrow Account within 14 days of passage of the Inspection Resolution Deadline if this contract has not been terminated. This earnest money payment will be released to the Seller 14 days after the LIHTC award announcements unless Buyer s notice of termination is delivered to Broker and Seller within such 14 day period. (c) A payment of $14,066.67 will be deposited in RE/MAX Alliance Escrow Account within 14 days of the announcement of the Colorado Housing and Finance Authority(CHFA) 2016 Low Income Housing Tax Credits (LIHTC) Awards if this contract has not been terminated prior to that time. These funds will be fully refundable to the Buyer if this contract is terminated on or before the Loan Objection Deadline (Item 12 in the Dates and Deadlines Table). This CP 40-6-15. COUNTERPROPOSAL Page 2 of 5
28 earnest money payment will be released to the Seller unless this contract is terminated on or before the Loan Objection Deadline. 30.2 ASSIGNMENT. For avoidance of doubt, with respect to Buyer`s rights pursuant to Section 2.2 of this Contract, the parties hereby acknowledge and agree that Buyer may freely assign this Contract, without the consent of Seller, to any person or entity selected by Buyer, in its sole and absolute discretion. Upon any such assignment, the party named as "Buyer" in this Contract shall be released from further liability hereunder. 30.3 TITLE COMPANY. Seller hereby agrees that title insurance shall be issued by Chicago Title ("Title Company") at Seller`s expense. The Title Company shall also act as the Closing Company. 30.4 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer that the following are true and correct as of the date of this Contract and shall be true and correct as of the Closing: (a) To Seller`s knowledge, there are no actions, suits or proceedings pending or threatened against the Property or Seller that would affect the Property or this Contract. (b) To Seller`s knowledge there are no pending or threatened condemnation proceedings or litigation of any kind affecting the Property, or any part thereof. (c) To Seller`s knowledge, Seller has complied with all federal, state and local laws and administrative measures relating to the ownership of the Property and the condition of the Property does not violate any federal, state or local law, ordinance, order, or resolution. (d) Seller has received no written notices from any government agency or employee, nor has Seller received any written notice from any other party with knowledge respecting environmental conditions at the Property, nor does Seller have any knowledge that: (i) the Property does not comply with any applicable governmental laws, regulations and requirements relating to environmental matters; (ii) any Hazardous Materials are located on the Property or are being released into the environment, or discharged, placed or disposed of at, on or under the Property; and/or (iii) any underground storage tanks are located on the Property or that the Property has ever been used as a landfill. The term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of Colorado, or the United States Government. (e) The Due Diligence Documents provided to Buyer are accurate, true, correct and complete in all material respects. (f) To Seller`s knowledge, no special assessments or special improvement districts that would impose special assessments on the Property are being formed or are proposed. (g) The property is not located in a Common Interest Community. (h) Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (i) Seller has not granted to any person or entity any option or other right to purchase to the Property and no person or entity has any option or other right to purchase the Property. (j) There are sixteen mobiles homes on the Property. They are owned, respectively by Seller (five); Kenneth Walters ( four); Jerry Hanke (four); Robert Kotterman (one); and Lee Vail (two ). As of MEC, there are no written leases or other interests in the Property except as are disclosed in this paragraph. There are no written leases to the owners of the mobile homes and there are no written leases to tenants of the mobile homes. Seller will deliver to each of the mobile home owners a copy of the Buyer s NOTICE OF ACQUISITION OF LAND AND/OR BUILDINGS attached hereto within five days of MEC. 30.5 ENVIRONMENTAL INSPECTIONS. For avoidance of doubt, with respect to Section 10.6.5 of this Contract, the parties hereby acknowledge and agree that Buyer shall not have any obligation to obtain a Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment or any other Environmental Inspections of the Property and that Buyer may elect to obtain any such Environmental Inspections, in its sole and absolute discretion. The parties further acknowledge and agree that Buyer may, at its sole option, have environmental tests conducted inside the mobile homes located on the Property. Upon not less than 15 days written notice from Buyer of the date that it`s environmental consultant desires to make inspections, Seller will cooperate with Buyer and use its best efforts to make the Property, mobile homes and all improvements on the Property available for Buyer`s inspection(s) as and when requested. 30.6 INSPECTION. Buyer`s rights of inspection, as set forth in Section 10 of this Contract, shall include, without limitation, the right of Buyer, and its authorized agents, consultants and representatives, at Buyer`s expense, to enter upon the Property from time to time to conduct such physical and other inspections as Buyer deems appropriate, including, without limitation, inspection of the availability of legal access and utility services (including cost), CP 40-6-15. COUNTERPROPOSAL Page 3 of 5
29 30 31 32 33 current zoning, development rules and restrictions, environmental risks, soil conditions, flood plain locations, confirmation of the feasibility of the property`s use as part of a Low Income Housing Tax Credit (LIHTC) project, the accuracy of any Due Diligence Documents, and any other item Buyer deems necessary. For avoidance of doubt, the parties hereby acknowledge and agree that Buyer shall have the absolute and unconditional right to terminate this Contract upon written notice given to Seller on or before the Inspection Objection Deadline. 30.7 MOBILE HOMES. Upon and subsequent to execution of this contract by both parties, Seller will not grant a new tenancy or leasehold in the Property or in any of Seller s mobile homes on the Property (until such time as it receives notice of termination of this contract). Buyer understands and acknowledges that Seller has no control over tenancies that may be created by the owners of other mobile homes and the actions or inactions of the other mobile home owners will not be a breach of this contract. If requested in writing by Buyer, Seller will give notice on behalf of Buyer to the residential tenants of the mobile homes of termination of their tenancies 45 days prior to Closing or earlier if all contract contingencies identified in Section 3 have been satisfied; however, Buyer shall be responsible for compliance with the terms and provisions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA), including accepting sole responsibility and liability for payment of any benefits/subsidies payable to such tenants by reason of their forced departure from the Property. Buyer assumes all responsibility for removal of any mobile homes remaining on the Property on the date of Closing for which title passed in writing to Buyer on or before Closing. Seller, at Closing, will transfer title to any of its mobile homes on the Property that it will not remove prior to the Closing Date. Not later than October 31, 2016, to the extent reasonably possible, Seller will provide estoppel certificates from all mobile home owners and from all mobile home tenants certifying, among other things, that there is no written lease pertaining to such tenancy, that such owners and tenants have no property rights in the Property except as month-to-month tenants, the amount of the present rent, that there is no default by Seller (or, if different, by Landlord), no prepaid rent, and the amount of any security deposit and by whom held, such certificate to be in substantially the form of the Tenant Estoppel Certificate attached hereto. 30.8 LOAN. The loan referred to in Section 3 (items 11 and 12), Section 5, and Section 30.1, refer to the integrated organizational creation, capitalization and financing enabling low income housing to be developed on the property using an allocation of competitive 9% low income housing tax credits in Colorado Housing Financing Authority s 2016 allocation of those credits. The loan application will be the initial part of creating this financing by applying for an allocation from the 2016 credits. Buyer, in its sole discretion, may reject this loan, including any element of it, through the Loan Objection Deadline. 30.9 CLOSING. At the Closing, in addition to the General Warranty Deed and any other documents provided in Section 12 and Section 13 of this Contract, Seller shall execute and deliver such other documents, instruments, certifications and confirmations as may be required by the Title Company to fully effectuate and close the transaction contemplated by this Contract. 30.10 Seller shall pay the Broker representing the Buyer a 5% Commission fee at closing based on the sale price. 30.11 All dates and deadlines set forth in this Contract may be accelerated by mutual written agreement of the parties. 30.12 MOBILE HOMES POST TERMINATION OF TENANCY. Seller will cooperate with Buyer, including providing evidence, if it becomes necessary to evict any tenants from their mobile homes. Seller will reasonably assist Buyer in obtaining the same cooperation from any of the other owners of mobile homes on the Property if it becomes necessary to evict any of their tenants. Except as provided herein, Seller shall have no other post closing obligations except as provided in its general warranty deed. 30.13 Each party`s obligations to be performed after Closing shall survive Closing. 6. ACCEPTANCE DEADLINE. This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party to this document receives notice of such acceptance on or before 3/21/2016 11:59PM. Date Time If accepted, the Contract, as amended by this Counterproposal, will become a contract between Seller and Buyer. All other terms and conditions of the Contract remain the same. CP 40-6-15. COUNTERPROPOSAL Page 4 of 5
34 35 36 37 Seller: Charles C Howard Address: PO Box 284 Idaho Springs CO 80452 Seller: Lue Alta Howard Address: PO Box 284 Idaho Springs CO 80452 38 39 Buyer: Summit Combined Housing Authority By: Jennifer Kermode, Executive Director Address: 40 Buyer: 41 Address: 42 Note: When this Counterproposal form is used, the Contract is not to be signed by the party initiating this Counterproposal. Brokers must complete and sign the Broker's Acknowledgments and Compensation Disclosure portion of the Contract. CP40-6-15. COUNTERPROPOSAL CTM econtracts - 2016 CTM Software Corp. CP 40-6-15. COUNTERPROPOSAL Page 5 of 5