SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 1998
AmeriVest Properties Inc.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-14462 84-1240264
-------- ------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
7100 Grandview Avenue, Suite 1, Arvada, Colorado 80002
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 421-1224
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
On July 13, 1998, the Registrant completed the acquisition of 11 office
buildings (the "Acquired Buildings") in the State of Texas. The Acquired
Buildings contain an aggregate of approximately 200,000 square feet. The
aggregate purchase price for the Acquired Buildings consisted of approximately
$6.1 million in cash, the assumption of $192,000 of debt, and the issuance of
207,200 shares of Registrant's Common Stock. Of the Acquired Buildings, 10 were
purchased by the Registrant's AmeriVest Properties Texas Inc. subsidiary and one
was purchased by the Registrant's AmeriVest Properties Odessa Inc. subsidiary.
The cash portion of the purchase price was financed primarily with a $6,000,000
loan from TransAtlantic Capital Company L.L.C., an affiliate of Deutsche Bank
Securities Inc. The loan is secured by the 10 properties purchased by AmeriVest
Properties Texas Inc. as well as three other properties owned by AmeriVest
Properties Texas Inc.
The following table summarizes information concerning the seller of each
property, the cash consideration paid for each property, the debt assumed with
respect to one of the properties, and the number of shares of the Registrant's
Common Stock issued in connection with the purchase of each property.
<TABLE>
<CAPTION>
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
Registrant's
Seller Property Cash Note Assumed Shares
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
<S> <C> <C> <C> <C>
Charles W. Austin (1) 6060 Interstate West 40 $ 1,023,400 N/A 51,200
Amarillo, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
Arlington Building (2) 2561 Matlock Road $ 770,000 $ 192,000 -0-
Partnership Arlington, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
Wendt Development (3) 800 Block of E. Wendt St. $ 708,000 N/A 6,300
Corporation Bellville, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
TEXBAUER Corporation (4) 190 San Elizario Road $ 646,500 N/A 32,500
Clint, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
WLK Properties, Inc. (5) 1460 Walnut Street $ 310,300 N/A 3,300
Columbus, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
BPP-Lubbock, Inc. (6) 1739 Highway 159 South $ 198,500 N/A 10,300
Hempstead, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
INNSON Corporation (7) 4105 Victory Drive $ 599,700 N/A 8,100
Marshall, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
Charles W. Austin (8) 102 Bryan $ 495,600 N/A 24,000
Mission, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
Charles W. Austin (9) 4th & Sherman $ 1,135,800 N/A 56,800
Paris, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
INNSON Corporation (10) 311 North 5th Street $ 145,000 N/A 7,400
Temple, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
Opal Partners (11) 3603 Andrews Highway $ 80,000 N/A 7,300
Odessa, TX
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
Total Consideration Paid For All $ 6,112,800 $ 192,000 207,200
Properties
--------------------------- ------------------------------------- ------------------ ----------------- ---------------
</TABLE>
The respective purchase prices for the Acquired Buildings were determined
through negotiations between the Registrant and the respective sellers.
2
<PAGE>
The properties purchased by Registrant as well as three properties
previously purchased by Registrant in the State of Texas are managed by Melsama
Corporation. Melsama Corporation is owned by John Dzubinski, who also is the
president of Melsama Corporation. Mr. Dzubinski is a minority owner of certain
of the sellers of the Acquired Buildings, and, as a result of the purchase of
the Acquired Buildings by Registrant, Mr. Dzubinski received an aggregate of
approximately $43,000 in cash and 3,827 shares of Registrant's Common Stock.
Item 7. Financial Statements And Exhibits.
----------------------------------
(a) Financial Statements Of Business Acquired
The financial statements required by this section will be filed by
amendment.
(c) Exhibits.
Exhibit Index
-------------
Exhibit
Number Description
- ------ -----------
10.1(a) Form Of Commercial Contract To Buy And Sell Real Estate
10.1(b) Schedule Of Material Terms Of Commercial Contracts To Buy And
Sell Real Estate
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 28, 1998 AMERIVEST PROPERTIES INC.
-----------------
By: /s/ James F. Etter
---------------------------------
James F. Etter
President
Colorado Bighorn Corporation
7100 Grandview Ave.
Suite I
Arvada, CO 80002
Phone: 303-421-3300, Fax: 303-421-3410
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.
COMMERCIAL
CONTRACT TO BUY AND SELL REAL ESTATE
n/a______________, 19n/a
1. PARTIES AND PROPERTY.
AmeriVest Properties Texas Inc.
buyer(s) [Buyer], (as joint tenants / tenants in common ) 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
n/a, Colorado, to wit: n/a
known as No.
n/a n/a n/a n/a
Street Address City State Zip
together with all interest of Seller in vacated streets and alleys adjacent
thereto, all easements and other appurtenances thereto, all improvements thereon
and all attached fixtures thereon, except as herein excluded (collectively the
Property).
2. INCLUSIONS / EXCLUSIONS.
The purchase price includes the following items (a) if attached to the
Property on the date of this contract: lighting, heating, plumbing, ventilating,
and air conditioning fixtures, 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; (b) if on the Property whether attached or not
on the date of this contract: storm windows, storm doors, window and porch
shades, awnings, blinds, screens, curtain rods, drapery rods, all keys and (c)
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 12. The following attached fixtures
are excluded from this sale: n/a
3. PURCHASE PRICE ANDTERMS.
The purchase price shall be $ n/a , payable in U.S. dollars by Buyer as
follows: (Complete the applicable terms below.)
a) EARNEST MONEY.
$n/a_______________________ in the form of
n/a
as earnest money deposit and part payment of the purchase price, payable to and
held by n/a , broker, in its trust account on behalf of both Seller and Buyer.
Broker is authorized to deliver the earnest money deposit to the closing agent,
if any, at or before closing. The balance of $ n/a (purchase price less earnest
money) shall be paid as follows:
(b) CASH AT CLOSING.
$ n/a , plus closing costs, to be paid by Buyer at closing in funds which comply
with all applicable Colorado laws, which include cash, elecytronic transfer
funds, certified check, savings and loan teller's check, and cashier's check
(Good Funds). Subject to the provisions of Section 4, if the existing loan
balance at the time of closing shall be different from the loan balance in
Section 3, the adjustment shall be made in Good Funds at closing or paid as
follows: n/a
<PAGE>
(c) NEW LOAN.
$ n/a________________________ by Buyer obtaining a new loan.
This loan will be secured by a ( 1st, 2nd, etc.) n/a deed of trust. The Loan
shall be amortized over a period of n /a years at approximately $ n/a per month
including principal and interest not to exceed n/a % per annum, plus, if
required by Buyer's lender, a monthly deposit of 1/12 of the estimated annual
real estate taxes, property insurance premium, and mortgage insurance premium.
If the loan is an adjustable interest rate or graduated payment loan, the
monthly 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 n/a % of the total loan amount. Notwithstanding the loan's interest rate,
the first n/a loan discount points shall be paid by n/a and the balance, if any,
shall be paid by n/a .
Buyer shall timely pay a loan origination fee not to exceed n/a % of the loan
amount and Buyer's loan costs.
(d) ASSUMPTION
$ n/a by Buyer's assuming and agreeing to pay an existing loan in this
approximate amount, presently payable at $ n/a per month principal, interest
presently at n/a % per annum, and including escrow for the following as
indicated:
____ real estate taxes, ____ property insurance premium, ____ mortgage insurance
premium, and n/a .
Buyer agrees to pay a loan transfer fee not to exceed $ n/a . At the time of
assumption, the new interest rate shall not exceed n/a % per annum and the new
monthly payment shall not exceed $ n/a principal and interest, plus escrow, if
any.
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 from lender. Cost
payable for release of liability shall be paid b n/a in an amount not to exceed
$ n/a______________________.
(e) SELLER OR PRIVATE THIRD-PARTY FINANCING.
$ n/a__________________________ by Buyer executing a promissory note payable to:
n/a on the note form as indicated: (Check one box only.)
____ Right-to-Cure NTD 82-11-83 ____ No Right-to-Cure NTD 81-11-83
____ n/a secured by a (1st, 2nd, etc.) n/a deed of trust encumbering the
Property, using the form as indicated: (Check one box only.)
____ Strict Due-on-Sale(TD72-11-83) ____ Creditworthy(TD73-11-83) ____
Assumable-Not due on sale(TD74-11-83)
____ n/a
The promissory note shall be amortixed on the basis of n/a , years, payable at $
n/a per month including principal and interest at the rate of n/a % per anum.
Payments shall commence n/a and shall be due on the n/a day of each succeeding
month. If not sooner paid, the balance of principal and accrued interest shall
be due and payable n/a after closing. Payments ____ shall ____ shall not be
increased by 1/ 1 2 of estimated annual real estate taxes, and ____ shall ____
shall not be increased by 1/12 of estimated annual property insurance premium.
The loan shall also contain the following terms as indicated: If any payment is
not received within n/a calendar days after its due date, a late charge of n/a %
of such monthly payment shall be due. Interest on lender disbursements under the
deed of trust shall be n/a % per annum. Default interest rate shall be n /a %
per annum.
Buyer may prepay without a penalty except n/a .
<PAGE>
4. FINANCING CONDITIONS AND OBLIGATIONS.
(a) LOAN APPLICATION(S).
If Buyer is to pay all or part of the purchase price as set forth in
Section 3 by obtaining a new loan or if an existing loan is not to be released
at closing, Buyer, if required by such lender, shall make written application
within n/a calendar days from acceptance of this contract. Buyer shall cooperate
with Seller and lender to obtain loan approval, diligently and timely pursue
same in good faith, execute all documents and furnish all information and
documents required by the lender, and, subject to Section 3, timely pay the
costs of obtaining such loan or lender consent.
(b) LOAN APPROVAL.
If Buyer is to pay all or part of the purchase price by obtaining a new
loan as specified in Section 3, this contract is conditional upon lender's
approval of the new loan on or before n/a If not so approved by said date, this
contract shall terminate.
(c) 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, modifications) to
Buyer within n/a calendar days from acceptance of this contract. This contract
is conditional upon Buyer's review and approval of the provisions of such loan
documents. Buyer consents to the provisions of such loan documents if no written
objection is received by Seller from Buyer within n/a calendar days from Buyer's
receipt of such documents. If the lender's approval of a transfer of the
Property is required, this contract is conditional upon Buyer's obtaining such
approval without change in the terms of such loan, except as set forth in
Section 3. If tender's approval is not obtained on or before n/a , this contract
shall be terminated 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 Section 3, this contract may be terminated at Seller's option.
(d) ASSUMPTION BALANCE.
If Buyer is to pay all or part of the purchase price by assuming an
existing loan and if the actual principal balance of the existing loan at the
date of closing is less than the amount in Section 3 and the amount of cash
required from Buyer at closing is increased by more than $ n /a then Buyer may
terminate this contract effective upon receipt by Seller of Buyer's written
notice of termination.
(e) 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 on or
before n/a 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; (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 on or
before n/a , then Seller waives this condition. If Seller does provide written
notice of disapproval to Buyer on or before said date, this contract shall
terminate.
<PAGE>
5. APPRAISAL PROVISION.
(Check one box only.) This Section 5 ____ shall ____ shall not apply. If
this Section 5 applies, as indicated above, Buyer shall have the right to
terminate this contract if the purchase price exceeds the Property's valuation
determined by an appriaser engaged by n/a . If Seller receives a copy of such
appraisal or written notice from lender which confirms the Property's valuation
is less than the purchase price, on or before n/a (Appraisal Deadline), this
contract shall terminate. Buyer shall have the privilege and option of
proceeding with consummation of this contract without regard to the Buyer shall
have the right to terminate this contract if the purchase price exceeds the
Property's valuation determined by an appraiser engaged by amount of the
appraised valuation. Upon closing, Buyer waives any objection to the Property's
valuation.
6. COST OF APPRAISAL.
Cost of any appraisal to be obtained after the date of this contract shall
be timely paid by n/a .
7. NOT ASSIGNABLE.
This contract shall not be assignable by Buyer without Seller's prior
written consent. Except as so restricted, this contract shall inure to the
benefit of and be binding upon the heirs, personal representatives, successors
and assigns of the parties.
8. EVIDENCE OF TITLE.
Seller shall furnish to Buyer, at Seller's expense, either a current
commitment for owner's title insurance policy in an amount equal to the purchase
price or at Seller's choice, an abstract of title certified to a current date,
on or before n/a (Title Deadline). If a title insurance commitment is furnished,
Buyer may require of Seller that copies of instruments (or abstracts of
instruments) listed in the schedule of exceptions (Exceptions) in the title
insurance commitment also be furnished to Buyer at Seller's expense. This
requirement shall pertain only to instruments shown of record in the office of
the clerk and recorder of the designated county or counties. The title insurance
commitment, together with any copies or abstracts of instruments furnished
pursuant to this Section 8, constitute the title documents(Title Documents).
Buyer, or Buyer's designee, must request Seller, in writing, to furnish copies
or abstracts of instruments listed in the schedule of exceptions no later than
n/a calendar days after Title Deadline. If Seller furnishes a title insurance
commitment, Seller will pay the premium at closing and have the title insurance
policy delivered to Buyer as soon as practicable after closing.
9. TITLE.
(a) TITLE REVIEW.
Buyer shall have the right to inspect the Title Documents or abstract.
Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents or abstract shall be
signed by or on behalf of Buyer and given to Seller on or before n/a calendar
days after Title Deadline, or within five (5) calendar days after receipt by
Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the
title commitment together with a copy of the Title Document adding new
Exception(s) to title. If Seller does not receive Buyer's notice by the date(s)
specified above, Buyer accepts the condition of title as disclosed by the Title
Documents as satisfactory.
(b )MATTERS NOT SHOWN BY THE PUBLIC RECORDS.
Seller shall deliver to Buyer, on or before the Title Deadline set forth in
Section 8, true copies of all lease(s) and survey(s) in Seller's possession
pertaining to the Property and shall disclose to Buyer all easements, liens or
other title matters not shown by the public records of which Seller has actual
knowledge. Buyer shall have the right to inspect the Property to determine if
any third party(s) has any right in the Property not shown by the public records
(such as an unrecorded easements 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 n/a . 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.
<PAGE>
(c) SPECIAL TAXING DISTRICTS.
SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS
THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY
WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF
SUCH DEBT WHERE CIRCUMSTANCES ARISE RESUILTING 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 given
to Seller on or before the date set forth in subsection 9(b), this contract
shall then terminate. If Seller does not receive Buyer's notice by the date
specified above, Buyer accepts the effect of the Property's inclusion insuch
special taxing district(s) and waives the right to so terminate.
(d) RIGHT TO CURE.
If Seller receives notice of unmerchantability of title or any other
unsatisfactory title condition(s) as provided in subsection (a) or (b) above,
Seller shall use reasonable effort to correct said unsatisfactory title
condition(s) prior to the date of closing. If Seller fails to correct said
unsatisfactory title condition(s) on or before the date of closing, this
contract shall then terminate; provided, however, Buyer may, by written notice
receiv4ed by Seller, on or before closing, waive objection to said
unsatisfactory title condition(s).
10. INSPECTION.
Buyer or any designee, shall have the right to have inspection(s) of the
physical condition of the Property and Inclusions, at Buyer's expense. If
written notice of any unsatisfactory condition, signed by or on behalf of Buyer,
is not received by Seller on or before n/a . (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 n/a
(Resolution Deadline), this contract shall terminate three calendar days
following the Resolution Deadline; unless, within the three calendar days,
Seller receives written notice from Buyer waiving objection to any
unsatisfactory condition. Buyer is responsible for and shall pay for any damage
which occurs to the Property and Inclusions as a result of such inspection.
11. DATE OF CLOSING.
The date of closing shall be n/a , or by mutual agreement at an earlier
date. The hour and place of closing shall b designated by n/a.
12.TRANSFER OF TITLE.
Subject to tender or paymcnt 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 n/a . 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 n/a
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 casements (including cable TV), (ii) those
matters reflected by the Title Documents accepted by Buyer in accordance with
subsection 9(a), (iii) those rights, if any, of third parties in the Property
not shown by the public records in accordance with subsection 9(b), (iv)
inclusion of the Property within any special taxing district, (v) subject to
building and zoning regulations.
13. PAYMENTS OF ENCUMBPANCES.
Any encumbrance required to be paid shall be paid at or before closing from
the proceeds of this transaction or from any other source.
<PAGE>
14. CLOSING COSTS, DOCUMENTS AND SERVICES.
Buyer and Seller shall pay in Good Funds, their respective closing costs
and all other items required to be paid at closing, except as otherwise provided
herein. Buyer and Seller shall sign and complete all customary or required
documents at or before closing. Fees for real estate closing services shall not
exceed $ n/a and shall be paid at closing by n/a The local transfer tax of n/a %
of the purchase price shall be paid at closing by n/a .
Any sales and use tax that may accrue because of this transaction shall be paid
when due by n/a .
15.PRORATIONS.
General taxes for the year of closing, based on the taxes for the calendar
year immediately preceding closing, rents, water and scwcr charges, owner's
association dues, and interest on continuing loan(s), if any, and
shall be prorated to date of closing.
16. POSSESSION.
Possession of the Property shall be delivered to Buyer as follows: n/a
subject to the following lease(s) or tenancy(s): n/a
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 $ n/a per day from the date of agreed possession until
possession is delivered.
17. CONDITION OF AND DAMAGE TO PROPERTY.
Except as otherwise provided in this contract, the Property and Inclusions
shall be delivered in the condition existing as of the date of this contract,
ordinary wear and tear excepted. In the event the Property shall be damaged by
fire or other casualty prior to time of closing, in an amount of not more than
ten percent of the total purchase price, Seller shall be obligated to repair the
same before the date of closing. In the event such damage is not repaired within
said time or if the damages exceed such sum, this contract may be terminated at
the option of Buyer. Should Buyer elect to carry out this contract despite such
damage, Buyer shall be entitled to credit for all the insurance proceeds
resulting from such damage to the Property and Inclusions, not exceeding,
however, the total purchase price. Should any Inclusion(s) or service(s) fail or
be damaged between the date of this contract and the date of closing or the date
of possession, whichever shall be earlier, then Seller shall be liable for the
repair or replacement of such Inclusion(s) or service(s) with a unit of similar
size, age and quality, or an equivalent credit, less any insurance proceeds
received by Buyer covering such repair or replacement.
18.TIME OF ESSENCE/REMEDIES.
Time is of the essence hereof. If any note or check received as 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: [CHECK ONE BOX ONLY.]
____ (1) SPECIFIC PERFORMANCE. Seller may elect to treat this contract as
cancelled, in which case all payments and things of value received hereunder
shall be forfeited and retained on behalf of Seller, and Seller may recover such
damages as may be proper, or Seller may elect to treat this contract as being in
full force and effect and Seller shall have the right to specific performance or
damages, or both.
____ (2) LIQUIDATED DAMAGES. All payments and things of value received
hereunder shall be forfeited by Buyer and retained on behalf of Seller and both
parties shall thereafter be released from all obligations hereunder. It is
agreed that such payments and things of value are LIQUIDATED DAMAGES and (except
as provided in subsection (c)) are SELLER'S SOLE AND ONLY REMEDY for Buyer's
failure to perform the obligations of this contract. Seller expressly waives the
remedies of specific performance and additional damages.
(b) IF SELLER IS IN DEFAULT.
Buyer may elect to treat this contract as cancelled, in which case all
payments and things of value received hereunder shall be returned and Buyer may
recover such damages as may be proper, or Buyer may elect to treat this contract
as being in full force and effect and Buyer shall have the right to specific
performance or damages, or both.
<PAGE>
(c) COSTS AND EXPENSES.
Anything to the contrary herein notwithstanding, in the event of any
arbitration or litigation arising out of this contract, the arbitrator or court
shall award to the prevailing party all reasonable costs and expenses, including
attorney fees.
19. EARNEST MONEY DISPUTE.
Notwithstanding any termination of this contract, Buyer and Seller agree
that, in the event of any controversy regarding the earnest money and things of
value held by broker or closing agent, unless mutual written instructions arc
received by the holder of the earnest money and things of value, broker or
closing agent shall not be required to take any action but may await any
proceeding, or at broker's or closing agent's option and sole discretion, may
interplead all parties and deposit any moneys or things of value into a court of
competent jurisdiction and shall recover court costs and reasonable attorney
fees.
20. ALTERNATIVE DISPUTE RESOLUTION; MEDIATION.
If a dispute arises between the parties relating to this contract, the
parties agree to submit the dispute to mediation. The parties will jointly
appoint an acceptable mediator and will share equally in the cost of such
mediator. If mediation proves unsuccessful, the parties may then proceed with
such other means of dispute resolution as they so choose.
21. ADDITIONAL PROVISIONS: n/a
22. RECOMMENDATION OF LEGAL COUNSEL.
By signing this document, Buyer and Seller acknowledge that the Selling
Company or the Listing Company has advised that this document has important
legal consequences and has recommended the examination of title and consultation
with legal and tax or other counsel before signing this contract.
23. TERMINATION.
In the event this contract is terminated, all payments and things of value
received hereunder shall be returned and the parties shall be relieved of all
obligations hereunder, subject to Section 19.
24. SELLING COMPANY BROKER RELATIONSHIP.
The selling broker, n/a and its salespersons have been engaged as n/a .
Selling Company has previously disclosed in writing to the Buyer that different
relationships are available which include buyer agency, seller agency,
subagency, or transaction-broker.
25. NOTICE TO BUYER.
Any notice to Buyer shall be effective when received by Buyer, or, if this
box is checked when received by Selling Company.
26. NOTICE TO SELLER.
Any notice to Seller shall be effective when received by Seller or Listing
Company.
27. MODIFICATION OF THIS CONTRACT.
No subsequent modification of any of the terms of this contract shall be
valid, binding upon the parties, or enforceable unless made in writing and
signed by the parties.
<PAGE>
28. ENTIRE AGREEMENT.
This contract constitutes the entire contract between the parties relating
to the subject hereof, and any prior agreements pertaining thereto, whether oral
or written, have been merged and integrated into this contract.
29. NOTICE OF ACCEPTANCE: COUNTERPARTS.
This proposal shall expire unless accepted in writing, by Buyer and Seller,
as evidenced by their signatures below, and the offering party receives notice
of such acceptance on or before n/a (Acceptance Deadline). If accepted, this
document shall become a contract between Seller and Buyer. A copy of this
document may be executed by each party, separately, and when each party has
executed a copy thereof, such copies taken together shall be deemed to be a full
and complete contract between the parties.
AmeriVest Properties Texas Inc.
7100 Grandview Avenue, # 1, Arvada, CO 80002
Home #: 303-421-1224 Bus.#: 303-421-1224 Fax #: 303-421-3410
BUYER
-----------------------------------
By: James F. Etter - President
The undersigned Broker(s) acknowledges receipt of the earnest money deposit
specified in section 3, and Selling Company confirms its Broker Relationship as
set forth in Section 24.
Selling Company
Colorado Bighorn Corporation
7100 Grandview Ave.
Suite 1
Arvada, CO 80002
Phone: 303-421-3300, Fax: 303-421-3410
By:
-----------------------------------------------------------
Signature Administrator Date
Listing Company n/a
By
------------------------------------------------------------
Signature Date
Address n/a
Phone n/a
Fax n/a
Note: Closing Instructions should be signed at
the time this contract is signed.
<TABLE>
<CAPTION>
Schedule Of Material Terms Of
Commercial Contracts To Buy And Sell Real Estate
The following table summarizes certain material terms of the respective
Commercial Contracts to Buy And Sell Real Estate between Registrant and the
sellers set forth below. The form of contract is included as Exhibit 10.1(a) to
this Form 8-K reporting an event occurring on July 13, 1998.
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
Registrant's Shares
Date of Cash Portion of Portion of Purchase
Agreement Seller Property Purchase Price Price
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
<C> <C> <C> <C> <C>
11-14-97 Charles W. Austin (1) 6060 Interstate West 40 $ 1,023,400 51,200
Amarillo, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-21-97 Arlington Building (2) 2561 Matlock Road $ 770,000 * -0-
Partnership Arlington, TX *
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 Wendt Development (3) 800 Block of E. Wendt St. $ 708,000 6,300
Corporation Bellville, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 TEXBAUER Corporation (4) 190 San Elizario Road $ 646,500 32,500
Clint, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 WLK Properties, Inc. (5) 1460 Walnut Street $ 310,300 3,300
Columbus, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 BPP-Lubbock, Inc. (6) 1739 Highway 159 South $ 198,500 10,300
Hempstead, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 INNSON Corporation (7) 4105 Victory Drive $ 599,700 8,100
Marshall, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 Charles W. Austin (8) 102 Bryan $ 495,600 24,000
Mission, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 Charles W. Austin (9) 4th & Sherman $ 1,135,800 56,800
Paris, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 INNSON Corporation (10) 311 North 5th Street $ 145,000 7,400
Temple, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
11-14-97 Opal Partners (11) 3603 Andrews Highway $ 80,000 7,300
Odessa, TX
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
Total Consideration Paid For All $ 6,112,800 207,200
Properties
- --------------- -------------------------------- -------------------------------------- ------------------ ----------------------
* In connection with the acquisition of this property, Registrant agrees to
assume indebtedness of approximately $192,000.
* * * * *
</TABLE>
