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HomeMy WebLinkAbout12/17/2007AGENDA WHEAT RIDGE URBAN RENEWAL AUTHORITY December 17, 2007 Notice is hereby given of a Public Meeting to be held before the City of Wheat Ridge Urban Renewal Authority on Monday, December 17, 2007, at 5:00 p.m., in the City Council Chambers of the Munieipal Building at 7500 West 29th Avenue, Wheat Ridge, Colorado. Call the Meeting to Order 2. Roll Call of Members Approval of Minutes - December ll, 2007 4. Public Forum (This is the time for any person Yo speak on any subject not appearing on the agenda. Public comments may be limited to 3 minutes.) Executive Session under C.R.S. Section 24-6-402(4)(b) for the purpose of receiving legal advice regarding specific legal questions regarding the 44"' Avenue and Wadsworth Boulevard Land Assemblage project. 6. New Business A. Approval & Acceptance of Purchase and Sale Contracts ior Vohoska and Karl Properties Adjournment - MINUTES WHEAT RIDGE URBAN RENEWAL AUTHORITY December 11, 2007 1. CALL THE MEETING TO ORDER The meeting of the Wheat Ridge Urban Renewal Authority was called to order by Chair Williams at 6:00 p.m. in the council chambers of the Municipal Building, 7500 West 29`h Avenue, Wheat Ridge, Colorado. 2. ROLL CALL OF MEMBERS Authority Members Present: Rick Adams James Bahrenburg Janet Leo Walt Pettit Larry Schulz Terrell Williams Authority Members Absent: Tom Radigan Also attending: Patrick Goff, Deputy City Manager - JeffParker, WRURA Attorney Rob Osborn, WR2020 Executive Director Ann Lazzeri, Secretazy 3. APPROVAL OF MINUTES - November 6, 2007 It was moved by Walt Pettit and seconded by James Bahrenberg to approve the minutes of November 6, 2007. The motion carried 5-0 with Janet Leo abstaining. 4. PUBLIC FORUM No one wished to address the Authority at this time. 5. PUBLIC HEARING A. Resolution 05-2006 - Presentation and Approval of 2008 Budget The 2008 budget for the Wheat Ridge Urban Renewal Autharity was presented by Patrick Goff. Rick Adams asked if interest was accruing on funds which were ordered frozen _ by the court. If so, the interest could be placed in the operating fund. Jeff Parker will look into this. WRURA Minutes - 1- December 11, 2007 Chair Williams asked if there were any members of the public who wished to address the budget. Hearing no response, the public hearing was closed. It was moved by Walt Pettit and seconded by Janet Leo to approve Resolution 05-2007, a resolution enacting a budget and appropriation for the year 2008 for the Town Center, Walgreens Project and Wheat Ridge Cyclery project funds. The motion carried 6-0. 6. NEW BUSINESS A. WRURA v. Cornerstone Supreme Court Ruling-Jeff Parker, WRURA Attorney Jeff Parker reported that the Colarado Supreme Court ruled that the Authority cannot be compelled to exercise power of eminent domain. He requested that the Authority give approval for him to give a copy of the ruling to the city attorney. There was a consensus of the Authority to give such approval. The case will now go back to trial court but the only damages available, if Cornerstone were to prevail, are money damages. B. 40' and Wadsworth Conceptual Plan - Rob Osborn, WR 2020 Executive Director Rob Osborn presented a proposed conceptual plan for the area under option in the 44"' and Wadsworth area. The plan calls for a potential of 50,000 square feet of retail, 114,000 square feet of office space, and 100,000 square feet of residenYial. The conceptual plan will be reviewed with the city staff to maximize uses. The next step would be to formulate an RFP to be sent to developers. He also reported that a grant has been obtained to perform a Phase II environmental analysis for the area. C. Staff Updates 1. 44t" and Wadsworth - Financing Negotiations Patrick Goff reported on negotiations with FirstBank regarding a $3.4 million loan for property acquisition. Corey Hoffinann has drafted a purchase and sale agreement with several contingencies including the provision of title commitments, surveys, etc. WRURA Minutes - 2- December 11, 2007 Terrell Williams expressed some concern about entering into a purchase and sale agreement until financing is finalized. His concem was based on experience with the Cornerstone matter. Rick Adams stated that he was more concerned about the results of the Phase II environmental study. He felt confident that financing could be accomplished. Jeff Pazker noted that Phase II results could be added as a contingency. It was moved by Janet Leo and seconded by Rick Adams to direct staff to finalize a purchase and sales areement for properties located at 7340 and 7540 West 44" Avenue with contingencies as discussed, and bring the agreement to the next WRURA meeting. The motion carried 6-0. 2. 44"' and Wadsworth - Engagement of an Appraiser Patrick Goff reported that FirstBank needs an appraisal to finish their loan proposal. James Bahrenburg suggested having the properties appraised separately and together. 3. 44th and Wadsworth - Phase II Environmental Patrick Goffreported that the Phase II report will be received on December 15, 2007. Quotes were received for a comprehensive test on the Antique Mall building which would include asbestos and mercury testing. The best quote received was $4,500. It was moved by Larry Schulz and seconded by Janet Leo to authorize appraisal of two properties located at 7340 and 7540 West 401 Avenue including a provision that, if possible, they be appraised individually and paired; and also authorize asbestos and other contamination testing of the Antique Mall building with a cap of $10,000 for the two combined activities. The motion carried 6-0. 4. Wheat Ridge Cyclery Improvements Agreement Patrick Goff reported that all eligible improvements have been completed. Sales and property tax increment will begin to accrue as of December l, 2007. D. Election of Officers WRURA Minutes - 3- December 11, 2007 Patrick Goff was elected secretary of the Authority iu accordance with bylaws which state the executive director will also serve as secretary. Terrell Williams announced that he will not seek reappointment to the Authority when his term ends this year but would be willing to continue to serve for a short time if needed. It was moved by Rick Adams and seconded by Janet Leo to nominate Terrell Williams as Chairman to give continuity for a time until a replacement is elected. The motion carried 6-0. It was moved by Terrell Williams and seconded by Rick Adams to nominate Walt Pettit as Vice-Chair. The motion carried 6-0. E. Other • Walt Pettit and Patrick Goff reported on the Brownfields conference they attended. • The next meeting will be held on Monday, December 17. • The first scheduled meeting of the Authority for 2008 falls on January 1 s`. There was consensus of the Authority to cancel that meeting. 7 ADJOURNMENT The meeting was adjourned at 7:54 p.m. Terrell R. Williams, Chair Ann Lazzeri, Secretary WRURA Minutes - 4- December 11, 2007 Wheat Ridge Urban Renewal Authority 7500 W. 29th Avenue WheatRidge, Colando 80033 3032352846 303235-2857 (Fax) TO: WHEAT RIDGE iJRBAN RENEWAL AUTHORITY BOARD FROM: PATRICK GOFF, EXECUTNE DIRECTOR DATE: DECEMBER 14, 2007 SUBJECT: PURCHASE AND SALE AGREEMENTS Staff received direction from the Board at the December 11, 2007 meeting to draft Purchase and Sale Agreements for the Vohoska and Karl properties. Jeff Parker and Corey Hoffmann drafted the attached agreements and have provided the following comments for your information as you review the agreements: Attached please find purchase and sale contracts for both the Vohoska and Karl Properties. I am providing both agreements to you, because we want to condition WRURA's obligation to close on one parcel on WRURA closing on the other. As we discussed at the last meeting, WRLJRA does not want to get stuck with one parcel without the other. Hence, the agreements are virtually identical. Here are some issues of which you need to be aware: Closing date is set for January 25, 2008 (a Friday). The unknown sliver of property on the edge of both parcels appears to be owned by a third party, South Central Underwriting Co. It is a separate parcel in the County assessor's records. Therefare, unless the attached legal descriptions in the option agreements included it, the sliver was never a part of either option agreement, and neither the Vohoska's nor Milloie Karl can convey it to WRLJRA (nor have they agreed to at this stage). Assuming that the assessor's records are correct (we'll check in more deeply tomorrow), we'll need to figure out how to acquire this pazcel asap. I have included a condition in the P&S agreements requiring that WRURA acquire this pazcel on or before the closing date for the other two parcels before WRi JRA is obligated to purchase either the Vohoska or Karl parceL Corey and I have added the following conditions to protect WRURA: a. Physical condition of properties, including emironmental conditions, is satisfactory. Section 7. b. Survey of properties is provided by seller and is satisfactory. Section 16.J. C. Financing is satisfactory. Section 16.K. d. Purchase of sliver of property and other parcel (Vohoska or Karl) is accomplished. Sections 16.M and 16.N. 4. Additionally, for the Vohoska property, I have added an extension of the option agreement deadline. Section 16.P. This is because the option agreement required a closing date before the termination of the option agreement. This requires WRURA to close before December 31 of this year. lf we don't extend the option agreement deadline, WRiJRA would be obligated to provide a P&S agreement with a closing date on or before December 31, 2007. CONTRACT TO BUY t1ND SELL REAL ESTATE December 17, 2007 1. PARTIES AND PROPERTY. The Wheat Ridge Urban Renewal Authority, a body corporate and politic (Buyer), 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 Jefferson, Colorado, to wit: THE W%z OF THE NE '/4 NW 1/4 SE '/4 OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6T" PM., EXCEPT THE NORTH 30 FEET IN USE AS WEST 44T" AVENUE, EXCEPT THE EAST 25 FEET IN USE AS UPHAM STREET, AND EXCEPT THE EAST 125 FEET OF THENORTH 130 FEET THEREOF, AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF WHEAT RIDGE IN DEED RECORDED JLTNE 30, 1987 iJNDER RECEPTION NO. 87085220, COUNTY OF JEFFERSON, STATE OF COLORADO. with a Parcel ID No. of 39-234-00-096 and a street address of 7340 West 44`h Avenue, Wheat Ridge, Jefferson County, Colorado. together with all interest of Seller in vacated streets and alleys adjacent Yhereto, all easements and - oYher appurtenances thereto, all improvements thereon and all attached fixtures thereon, except as herein excluded (collecYively 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, TV antennas, water softeners, smoke/fire/burglaz alarms, security devices, inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories), and garage door openers including all remote controls; and (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, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, all keys. The above-described included items (Inclusions) aze to be conveyed to Buyer by Seller by bill of sale at the closing, free and clear of all taxes, liens and encumbrances, except as provided in Section 10. 3. PURCHASE PRICE AND TERMS. The purchase price shall be One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00), plus closing costs, to be paid by Buyer at closing in funds which comply with all applicable Colorado laws, which include cash, electronic transfer fiznds, certified check, savings and loan teller's check, and cashier's check (Good Funds). At the time of closing Buyer shall be credited an amount of Seven Thousand Five Hundred Dollars ($7,500.00) to the purchase price to reflect the option payment made by Buyer to Seller. 4. ASSIGNABLE. This contract shall be assignable by Buyer without Seller's prior consent. C:\Documents and Settings\kfield\Local Settings\Temporary Intemet Files\OLKSB\KarIPS_I.doc 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. 5. EVIDENCE OF TITLE. Seller shall fumish to Buyer, at Seller's expense, either a cunent 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 December 28. 2007 (Title Deadline). If a title insurance commitment is fumished, Buyer may require of Seller that copies of insCruments (or abstracts of instruments) listed in the schedule of exceptions (Exceptions) in the title insurance commitment also be fumished 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 fumished pursuant to this Section 5, 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 Januarv 4, 2008. If Seller furnishes a title insurance commitment, Seller will pay the premium at closing and have the tifle insurance policy delivered Co Buyer as soon as practicable after closing. 6. TITLE. (a) Title Review. Buyer shall have the right to inspect the Title DocumenGs 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 Januarv 11, 2008, or within five (5) calendar days after receipt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the tifle 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 5, 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, uruecarded 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 January 11, 2008. If Seller does not receive Buyer's notice by said date, Buyer accepts title subj ect to such rights, if any, of third parties of which Buyer has actual knowledge. (c) 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). 2 C:\Documen[s and SettingsUdeld\Local Settings\Temporary Inteme[ Files~OLKSBUCarIPS_l.dce - 7. INSPECTION. Seller agrees to provide Buyer on or before December 28, 2007, with a Seller's Property Disclosure form completed by Seller to the best of Seller's current actual lrnowledge. 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. Ifwritten notice of any unsatisfactory condition, including but not limited to any environmental condiYions, signed by or on behalf of Buyer, is not received by Seller on or before January 11, 2008 (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 Januarv 18. 2008 (Resolution Deadline), this contract shall terminaCe 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. 8. DATE OF CLOSING. The date of closing shall be January 25, 2008, or by mutual agreement at an earlier date. The hour and place of closing shall be as designated by Buyer. 9. 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 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 matters shown by public records satisfactory to Buyer. 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 ❑tility easements (including cable TV); (ii) those matters reflected by the Title Documents accepted by Buyer in accordance with subsection 6(a); (iii) those rights, if any, of third parties in the ProperCy nof shown by the public records in accordance with Subsection 6(b); (iv) inclusion of the Property within any special taxing district; and (v) subject to building and zoning regulations. 10. 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. 11. CLOSING COSTS, DOCLTNfENTS 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. Fees for real estate closing services provided by the title company shall be paid by Buyer. Buyer and Seller shall sign and complete all customary or required documents at or before closing. 12. PRORATIONS. General taxes for the year of closing, based on the taxes for the calendar year immediately preceding closing, rents, water and sewer charges, homeowner's association dues, and interest on continuing loan(s), if any, shall be prorated to date of closing. 13. POSSESSION. Possession of the Property shall be delivered to Buyer at closing. 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 $500 per day from the date of agreed possession until possession is delivered. 3 C:\Documents and Se[tings\kfieldUocal Settings\Temporary Intemet Fi1es\0LK5B\7CarIPS_1.doc 14. 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 time of closing, in an amount of not more than ten percent (10%) 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 ofclosing 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. 15. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any payment due hereunder is not paid, honored ar tendered when due, or if any other obligation hereunder is not performed or waived as herein provided, there shall be tlie following remedies: (a) IF BLTI'ER IS IN DEFAiTLT (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. (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 ar 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 lirigation arising out of this contract, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. 16. ADDITIONAL PROVISIONS: Are attached as Exhibit A and incorporated by this reference. (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) 17. 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. 4 C:\Documents and Settings\kfield\Local Settings\Temporary Intemet Files\OLKSBVCarIPS_I.doc 18, 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. 5 C:\DocumenLS and Settings\ktieldV.ocal Se[tings\Temporary Internet Files\OLKSBVCarIPS_I,doc WHEAT RIDGE URBAN RENEWAL AUTHORITY - BUYER By: Tenell Williams, Chairman Date: December 17, 2007 Buyer's Address: Wheat Ridge Urban Renewal Authority 7500 W 29th Ave Wheat Ridge, CO 80033-8001 MILLOIE E. KARL - SELLER By: Milloie E. Karl Date: Seller's Address: 6 C:\DocumenVS and Settings\kfield1oca1 Settings\Temporary Intemet Files\OLKSB\KarIPS_l.doc Exhibit A To that certain Contract to Buy and Sell Real Estate dated December 17. 2007, by and between Milloie E. Karl, as Seller, and the Wheat Ridge Urban Renewal Authority, as Buyer, regarding the acquisition of any and al] interest in the land described herein. To the extent these Additional Provisions conflict with, modify, or supplement other portions of the Contract, the provisions contained in these Additional Provisions shall govern and control the rights and obligations of the parties. ADDITIONAL PROVISIONS (continued): 16.A. Broker Commission: Both parties agree that there is no broker commission to be paid. 16.13. Facsimile Signatures: Facsimile signatures are acceptable. 16.C. Counternarts: This Contract may be executed in any number of counterparts, each of which shall be considered an original for all purposes, and all of which when taken together shall constitute one and the same Contract. 16.D. Notices: Any notices which a party desires or is required to give hereunder shall be in writing and shall be deemed given when delivered personally to each party, delivered by facsimile, or - deposited in the United States mails, postage prepaid, either registered or certified, retum receipt requested, to the parties at the following addresses: Seller: 149 Badger Lane Bailey, Colorado 80421 Attn: Milloie E. Karl Buyer: Wheat Ridge Urban Renewal Authority Attn: Patrick Goff, Executive Director 7500 W 29th Ave Wheat Ridge, CO 80033-8001 16.17. Next Business Dav: In the event any date described herein for payment or performance of the provisions hereof falls on a Saturday, Sunday or legal holiday, the time for such payment or performance shall be extended to the next business day. 16.G. Entire Document: Seller and Buyer acknowledge that there are no statements, warranties, or representations between them that are not included in this contract, and this contract shall not be modified or changed in any manner, unless in writing, and executed by all the parties hereto. 16.H. Survival of Contract Provisions: To the extent that the provisions herein set forth require performance to be completed subsequent to the Closing, such provisions shall survive the closing 7 CADocuments and SettingsWield\Local Se[tings\Temporary internet Files\OL,KSB\KarIPS_I.doc and be binding upon the parties hereto, and shall not merge into the deed or deeds to be delivered in accordance with this Contract. 16.1. Hazardous Materials: Seller has not used hazardous materials (as defined hereinafter) on, from, or affecting the property in any manner which violates federal, state, or local laws, ordinances, rules, regulations, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal ofhazardous materials, and that, to the best of Seller's knowledge, no person or entity has used hazardous materials on, from, or affecting the property in any manner which violates federal, state, or local laws, ordinances, rules, regulations, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal of hazardous materials. Seller has never received any notice of any violations of federal, state, or local laws, ordinances, rules, regulations, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal of hazardous materials, and, to the best of Seller's knowledge, there have been no actions commenced or threatened by any person or entity for noncompliance therewith. For purposes of this Contract, "hazardous materials" shall mean and include any flammable explosives, petroleum (including cnzde oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or relaYed materials, including, without limitation, asbestos, formaldehyde compounds, PCBs, radon, and any other substances defined as or included in the definition of toxic or hazardous substances, wastes, or material sunder any federal or applicable state or local laws, ordinances, or regulations dealing with or otherwise pertaining to toxic or hazardous substances, wastes, or materials. 161 Survey: Seller shall provide to Buyer an existing survey prepared and sealed by a surveyor that is licensed in the State of Colorado on or before January 4, 2008. The Buyer shall have until January 11, 2008, to notify Seller of any defects in the survey or boundary line. Seller shall have ten (10) days in which to correct any defects or boundary line discrepancy. In the event Seller does not correct these defects within the time specified, this Contract may, at the Buyer's sole discretion, be terminated prior to closing. 16.K. Insnection: Seller shall allow Buyer and all authorized representatives of Buyer to enter upon the property during normal business hours from time to time prior to closing in order to inspect the property, to conduct soil tests, well drilling and other developmental drilling, studies or tests. If any mechanic's lien is indirectly claimed under, by or through Buyer, Buyer shall cause same to be discharged of record (whether by payment and release or by bonding over it pursuant to statute) within twenty (20) days after it was recorded. 16.L. Financine: Buyer's obligation to purchase the Property shall be conditional upon Buyer's receipt of financing satisfactory to Buyer in Buyer's sole discretion. In the event Buyer does not obtain financing satisfactory to Buyer this Contract may, at the Buyer's sole discretion, be terminated any time prior to closing. 16.M. Purchase of Vohoska Propertv. Buyer's obligation to purchase the Property shall be conditional upon Buyer's purchase of a related parcel of property owned by Vernon and Marjorie 8 C:\Documents and Settings\kfieid\Local Set[ings\Temporary Inteme[ Fi1es\OLK56\[CarIPS_Ldce Vohoska, described as follows: 7540 West 44th Avenue, Wheat Ridge, Jefferson County, Colorado, Parcel ID No. 39-234-04-002 with a legal description set forth in Exhibit B(the "Vohoska Property"). In the event Buyer does not purchase the Vohoska Property before or at the time of closing for the Property, Buyer at Yhe Buyer's sole discretion, may terminate this Contract any time prior to closing. 16.N. Purchase of South Central Underwriting Pronert v. Buyer's obligation to purchase the Property shall be conditional upon Buyer's purchase of a related parcel ofproperty owned by South Century Underwriting, described as follows: 7340 West 44`h Avenue, Wheat Ridge, Jefferson County, Colorado, Parcel ID No. 39-234-00-009 with a legal description set forth in Exhibit C(the "SCU Property"). In the event Buyer does not purchase the SCU Property before or at the time of closing for the Property, Buyer at the Buyer's sole discretion, may terminate this Contract. 16.0. Extension of Option. The Purchase Option Agreement entered into by and between the parties on January 3, 2007, is hereby amended to extend the term of the option until the date of closing as set forth in Section 8 of this contract and to any subsequent extensions of the date of closing as agreed to by the parties. 9 C:\Documents and Setlings\kfieldUocal Settings\Temporary Intemet Fi1es\0LK5BUCarIPS_I.doc SELLER: BUYER: Wheat Ridge Urban Renewal Authority By: Chairman 10 C:\Documents and Se[[ings\kfie1d\Local Sel[ings\Temporary Intemet Files\OLKSBUCarIPS_l.doc EXHIBIT B LEGAL DESCRIPTION OF VOHOSKA PROPERTY LOT 3, TIME SQUARE SUBDIVISION, EXCEPT THAT PORTION OF LOT 3 LYING SOUTH OF THE NORTHERLY LINE OF LOT 1, TIME SQUARE SUBDNISION AS IF EXTENDED FROM THE EAST LINE OF SAID LOT 1 TO THE WEST LINE OF SAID LOT 1, WHICH LINE BEARS SOUTH 89 DEGREES 55 MINUTES 50 SECONDS WEST AND WHICH LINE IS THE SOUTH LINE OF THE NW '/4 NW /a SE OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6T" P.M., AND EXCEPT A PARCEL OF LAND BEING A PORTION OF LOT 3, TIME SQUARE SUBDNISION, AS RECORDED IN BOOK 70 AT PAGE 42, RECORDS OF JEFFERSON COUNTY, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF JEFFERSON, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 3, SAID TIME SQUARE SUBDIVISION; THENCE NORTH 89 DEGREES 56 MINUTES 20 SECONDS EAST, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 195.00 FEET; THENCE SOUTH 00 DEGREES 02 MINUTES 46 SECONDS WEST, A DISTANCE OF 32.25 FEET; THENCE NORTH 89 DEGREES 56 MINUTES 20 SECONDS EAST, A DISTANCE OF 133.54 FEET TO A - POINT ON THE EASTERLY LINE OF SAID LOT 3; THENCE SOUTH 00 DEGREES 02 MINUTES 46 SECONDS WEST ALONG SAID EASTERLY LINE, A DISTANCE OF 5532 FEET; THENCE LEAVING SAID EASTERLY LINE, SOUTH 89 DEGREES 56 MINUTES 20 SECONDS WEST, A DISTANCE OF 328.67 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 3; THENCE NORTH 00 DEGREES 03 MINUTES 46 SECONDS EAST ALONG SAID WESTERLY LINE, A DISTANCE OF 87.57 FEET TO THE POINT OF BEGINNING, COUNTY OF JEFFERSON, STATE OF COLORADO. 11 U:VCathyW RA\44th&Wads\KarIPS_I .dce EXHIBIT C LEGAL DESCRIPTION OF SCU PROPERTY 12 C:\Documents and Settings\kfieldV.ocal Settings\Temporary Incemet Files\OLKSD\KarIPS_l.dce CONTRACT TO BUY AND SELL REAL ESTATE December 17, 2007 1. PARTIES AND PROPERTY. The Wheat Ridge Urban Renewal Authority, a body corporate and politic (Buyer), 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 Jefferson, Colorado, to wit: LOT 3, TIME SQUARE SUBDNISION, EXCEPT THAT PORTION OF LOT 3 LYING SOUTH OF THE NORTHERLY LINE OF LOT 1, TIME SQUARE SUBDNISION AS IF EXTENDED FROM THE EAST LINE OF SAID LOT 1 TO THE WEST LINE OF SAID LOT 1, WHICH LINE BEARS SOUTH 89 DEGREES 55 MINUTES 50 SECONDS WEST AND WHICH LINE IS THE SOUTH LINE OF THE NW Ya NW 1/4 SE'/4 OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6T" P.M., AND EXCEPT A PARCEL OF LAND BEING A PORTION OF LOT 3, TIME SQUARE SiJBDIVISION, AS RECORDED IN BOOK 70 AT PAGE 42, RECORDS OF JEFFERSON COUNTY, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF JEFFERSON, STATE OF COLORADO, BEING MORE PARTICULARI.Y DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 3, SAID TIME SQUARE SUBDNISION; THENCE NORTH 89 DEGREES 56 MINUTES 20 SECONDS EAST, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 195.00 FEET; THENCE SOUTH 00 DEGREES 02 MINUTES 46 SECONDS WEST, A DISTANCE OF 32.25 FEET; THENCE NORTH 89 DEGREES 56 MINUTES 20 SECONDS EAST, A DISTANCE OF 133.54 FEET TO A POINT ON THE EASTERLY LINE OF SAID LOT 3; THENCE SOUTH 00 DEGREES 02 MINUTES 46 SECONDS WEST ALONG SAID EASTERLY LINE, A DISTANCE OF 5532 FEET; THENCE LEAVING SAID EASTERLY LINE, SOUTH 89 DEGREES 56 MINUTES 20 SECONDS WEST, A DISTANCE OF 328.67 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 3; THENCE NORTH 00 DEGREES 03 MINUTES 46 SECONDS EAST ALONG SAID WESTERLY LINE, A DISTANCE OF 87.57 FEET TO THE POINT OF BEGINNING, COUNTY OF JEFFERSON, STATE OF COLORADO. with a Parcel ID No. of 39-234-04-002 and a street address of 7540 West 44`h Avenue, Wheat Ridge, Jefferson County, Colorado 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"). 1 QADOCUmen6 and Settings\kfield\Locel Settings\Temporary Intemet Fi1es\0LK58\VOhoska_PS_I.dce 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, TV antennas, water softeners, smoke/fire/burglar alarms, security devices, inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories), and garage door openers including all remote controls; and (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, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, all keys. The above-described included items (Inclusions) are to be conveyed to Buyer by Seller by bill of sale at the closing, free and clear of all taxes, liens and encumbrances, except as provided in Section 10. 3. PURCHASE PRICE AND TERMS. The purchase price shall be One Million Five Hundred Thousand Dollars ($1,500,000.00), plus closing costs, to be paid by Buyer at closing 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). At the time of closing Buyer shall be credited an amount of Seven Thousand Five Hundred Dollars ($7,500.00) to the purchase price to reflect the option payment made by Buyer to Seller. 4. ASSIGNABLE. This contract shall be assignable by Buyer without Seller's prior 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. 5. 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 currenY date, on or before December 28, 2007 (Title Deadline). If a title insurance commitment is fumished, 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 fumished pursuant to this Section 5, constitute the title documents (Title Documents). Buyer, or Buyer's designee, must request Seller, in writing, to fumish copies or abstracts of instruments listed in the schedule of exceptions no later than Januarv 4, 2008. 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. 6. 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 Januarv 11, 2008, 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 2 Q\Documents and Set[ings\kfield\Lowl Settings\Temporary Intemet Files\OLKSB\Vohoska_PS_I.doc 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 condiCion 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 5, 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 Januarv ll, 2008. If Seller does not receive Buyer's notice by said date, Buyer accepts title subj ect to such rights, if any, of third parties of which Buyer has actual Irnowledge. (c) 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 tiUe condition(s). 7. INSPECTION. Seller agrees to provide Buyer on or before December 28, 2007, with a Seller's Property Disclosure form completed by Seller to the best of Seller's current actual knowledge. 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, including but not limited to any environmental conditions, signed by or on behalf of Buyer, is not received by Seller on or before Januarv 11, 2008 (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 Januarv 18, 2008 (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. 8. DATE OF CLOSING. The date of closing shall be Januarv 25, 2008, or by mutual agreement at an earlier date. The hour and place of closing shall be as designated by Buyer. 9. 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 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 matters shown by public records satisfactory to Buyer. 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 3 Q\DocumenLS and SettingsUcfieldqocal Settings\Temporary In[emet Files\OLKSB\VOhoska_PS_l.dac by Buyer in accordance with subsection 6(a); (iii) those rights, if any, of third parties in the Property not shown by the public records in accordance with Subsection 6(b); (iv) inclusion of the Property within any special taxing district; and (v) subject to building and zoning regulations. 10. 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. 11. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other iCems required to be paid at closing, except as otherwise provided herein. Fees for real estate closing services provided by the title company shall be paid by Buyer. Buyer and Seller shall sign and complete all customary or required documents at or before closing. 12. PRORATIONS. General taxes for the year of closing, based on the Yaxes for the calendar year immediately preceding closing, rents, water and sewer charges, homeowner's association dues, and interest on continuing loan(s), if any, shall be prorated to date of closing. 13. POSSESSION. Possession of the Property shall be delivered to Buyer at closing. 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 $500 per day from the date of agreed possession until possession is delivered. 14. 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 ofthis contract, ordinary wear and tear excepted. In the event the Property shall be damaged by fire or other casualty prior to time of closing, in an amount of not more than ten percent (10%) 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. 15. TIME OF ESSENCE/REMEDIES. Time is of the essence hereo£ If any 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 BLTI'ER IS IN DEFAULT (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. C:\Documents and Settings\kfield\L.ocal Settings\Temporary Intemet Files\0LK58\Vohoska_PS_1.doc (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 retumed 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 ro 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 litigation arising out of this contract, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. 16. ADDITIONAL PROV IS10NS: Are attached as Exhibit A and incorporated by this reference. (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) 17. RECOMMENDATION OF LEGAL COi1NSEL. 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. _ 18. TERMINATION. In the event this contract is terminated, all payments and things ofvalue received hereunder shall be returned and the parties shall be relieved of a11, obligations. C:\Documents and Se[tings\kfield\Local Settings\Temporary Internet Files\OLKSB\Vohoska_PS_I doc WHEAT RIDGE URBAN RENEWAL AUTHORITY - BUYER By: Terrell Williams, Chairman Date: DecemUer 17, 2007 Buyer's Address: Wheat Ridge Urban Renewal Authority 7500 W 29th Ave Wheat Ridge, CO 80033-8001 VERNON AND MARJORIE VOHOSKA - SELLER By: Vernon Vohoska Date: By: Majorie Vohoska Date: Seller's Address: 6 C:\Documents and Settings\kfieldqLocal Settings\Temporary ln[emet Files\0LK56N0h0ska_PS_I.dce Exhibit A To that certain Contract to Buy and Sell Real Estate dated December 17, 2007, by and between Vemon and Marjorie Vohoska, collectively as Seller, and the Wheat Ridge Urban Renewal Authority, as Buyer, regarding the acquisition of any and all interest in the land described herein. To the extent these Additional Provisions conflict with, modify, or supplement other portions of the Confract, the provisions contained in these Additional Provisions shall govern and control the rights and obligations of the parties. ADDITIONAL PROVISIONS (continued): M.A. Broker Commission: Both parties agree that there is no broker commission to be paid 16.13. Facsimile SiQnatures: Facsimile signatures are acceptable. 16.C. Counterparts: This Contract may be executed in any number of counterparts, each of which shall be considered an original for all purposes, and all ofwhich when taken together shall constitute one and the same Contract. 16.D. Notices: Any notices which a party desires or is required to give hereunder shall be in writing and shall be deemed given when delivered personally to each party, delivered by facsimile, or deposited in the United SYates mails, postage prepaid, either registered or certified, retum receipt requesYed, to the parties at the following addresses: Seller: Attn: Buyer: Wheat Ridge Urban Renewal Authority Attn: Patrick Goff, Executive Director 7500 W 29th Ave Wheat Ridge, CO 80033-8001 16.F. Next Business Dav: In the event any date described herein for payment or performance of the provisions hereof falls on a Saturday, Sunday or legal holiday, the time for such payment or performance shall be extended to the next business day. 16.G. Entire Document: Seller and Buyer acknowledge that there aze no statements, warranties, or representations between them that are not included in Chis contract, and this contract shall not be modified or changed in any manner, unless in writing, and executed by all the parties hereto. 7 C:\DocumenLS and Settings\kfieldU.ocal Settings\Temporary Intemet Fi1es\0LK56\V0h0ska_PS_I.dce 16.1-1. Survival of Contract Provisions: To the extent that the provisions herein set forth require performance to be completed subsequent to the Closing, such provisions shall survive the closing and be binding upon the parties hereto, and shall not merge into the deed or deeds to be delivered in accordance with this Contract. 16.1. Hazardous Materials: Seller has not used hazardous materials (as defined hereinafrer) on, from, or affecting the property in any manner which violates federal, state, or local laws, ordinances, rules, regulations, or policies goveming the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal ofhazardous materials, and that, to the best of Seller's knowledge, no person or entity has used hazardous materials on, from, or affecting the property in any manner which violates federal, state, or local laws, ordinances, rules, regulations, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal of hazazdous materials. Seller has never received any notice of any violations of federal, state, or local laws, ordinances, rules, regulations, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal of hazardous materials, and, to Che best of Seller's lmowledge, there have been no actions commenced or threatened by any person or entity for noncompliance therewith. For purposes of this Contract, "hazardous materials" shall mean and include any flammable explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, asbestos, formaldehyde compounds, PCBs, radon, and any other substances defined as or included in the definition of toxic or hazazdous substances, wastes, or material sunder any federal or applicable state or local laws, ordinances, or regulations dealing with or otherwise pertaining to toxic or hazardous substances, wasYes, or materials. 16.J. Survev: Seller shall provide to Buyer an existing survey prepared and sealed by a surveyor that is licensed in the State of Colorado on or before Januarv 4, 2008. The Buyer shall have until Januarv 11, 2008, to notify Seller of any defects in the survey or boundary line. Seller shall have ten (10) days in which to correct any defects or boundary line discrepancy. In the event Seller does not conect these defects within the time specified, this Contract may, at the Buyer's sole discretion, be terminated prior to closing. 16.K. Insnection: Seller shall allow Buyer and all authorized representatives ofBuyer to enter upon the property during normal business hours from time to time prior to closing in order to inspect the property, to conduct soil tests, well drilling, and other developmental drilling, studies or tests. If any mechanids lien is indirectly claimed under, by or through Buyer, Buyer shall cause same to be discharged of record (whether by payment and release or by bonding over it pursuant to statute) within twenty (20) days after it was recorded. 16.L. Financing: Buyer's obligation to purchase the Property shall be conditional upon Buyer's receipt of financing satisfactory to Buyer in Buyer's sole discretion. In the event Buyer does not obtain financing satisfactory to Buyer this Contract may, at the Buyer's sole discretion, be tercninated any time priar to closing. 8 C:\Dwumen4s and Settings\kfieldV_ocal Set[ings\Temporary Inlernet Piles\OLKSBNohoska_PS_I,da 16.M. Purchase of Karl Propertv. Buyer's obligation to purchase the Property shall be conditional upon Buyer's purchase of a related parcel of property owned by Milloie E. Karl, described as follows: 7340 West 44`h Avenue, Wheat Ridge, Jefferson County, Colorado, Parcel ID No. 39-234- 00-096 with a legal description set forth in Exhibit B(the "Karl Propert}~'). In the event Buyer does not purchase the Karl Property before or at the time of closing far the Property, Buyer at the Buyer's sole discretion, may terminate this Contract any time prior to closing. 16.0. Purchase of South Central Underwriting Pronert v. Buyer's obligation to purchase the Property shall be conditional upon Buyer's purchase of a related parcel of property owned by South Century Underwriting, described as follows: 7340 West 44`h Avenue, Wheat Ridge, Jefferson County, Colorado, Parcel ID No. 39-234-00-000 with a legal description set forth in Exhibit C(the "SCU Property"). In the event Buyer does not purchase the SCU Property before or at the time of closing for fhe Property, Buyer at the Buyer's sole discretion, may terminate this Contract. 16.P. Extension of Option. The Purchase Option Agreement entered into by and between the parties on January 3, 2007, is hereby amended to extend the term of the option until the date of closing as set forth in Section 8 of this contract and to any subsequent extensions of the date of closing as agreed to by the parties. SELLER: BUYER: Wheat Ridge Urban Renewal Authority By: Chairman 9 C:\Documents and Se[[ings\kfieldTocel Set[ings\Temporary Intemet Files\OLKSB\Vohoska_PS_I.dac EXHIBIT B LEGAL DESCRIPTION OF KARL PROPERTY THE W%z OF THE NE NW SE OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6T" P.M., EXCEPT THE NORTH 30 FEET IN USE AS WEST 44T" AVENUE, EXCEPT THE EAST 25 FEET IN USE AS UPHAM STREET, AND EXCEPT THE EAST 125 FEET OF THE NORTH 130 FEET THEREOF, AND EXCEPT THAT PORTION CONVEYED TO TI3E CITY OF WHEAT RIDGE IN DEED RECORDED JLTNE 30, 1987 UNDER RECEPTION NO. 87085220, COUNTY OF JEFFERSON, STATE OF COLORADO. 10 U:UCathy\URA\44th&Wads\Vohoska_PS_ t .dce EXHIBIT C LEGAL DESCRIPTION OF SCU PROPERTY 11 Q\Documents and Settings\kfield\Local Se[tingc\Temporary In[emet Files\OLKSB\Vohoska_PS_I.doc