HomeMy WebLinkAbout20260182 Resolution
Approve Contract to Buy and Sell Commercial Real Estate (914 11th Avenue,
Greeley) for Judicial and Administration Site Project, and Authorize Chair to Sign
All Necessary Documents - High Plains Medical, LLC
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Contract to Buy and Sell Commercial
Real Estate (914 11th Avenue, Greeley) for the Judicial and Administration Site Project
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Facilities Department, and High Plains
Medical, LLC, commencing upon full execution of signatures, with further terms and
conditions being as stated in said contract, and
Whereas, after review, the Board deems it advisable to approve said contract, a copy of
which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Contract to Buy and Sell Commercial Real Estate (914 11th Avenue,
Greeley) for the Judicial and Administration Site Project between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Facilities Department, and High Plains Medical, LLC, be, and hereby is,
approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said contract.
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 28th day of January, A.D., 2026:
Scott K. James, Chair: Aye �.•�+-.�
Jason S. Maxey, Pro-Tern: Aye • _
Perry L. Buck: Aye 416
Lynette Peppier: Aye
Kevin D. Ross: Aye
Approved as to Form: `''�►®, ���
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
cc:13C,(Pa/M6/cN� c A( f a.&) 2026-0182
oa l do 1 at,.Q BG0028
1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission.
2 (CBS3-8-24)(Mandatory 8-24)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTHER COUNSEL BEFORE SIGNING.
6
7 CONTRACT TO BUY AND SELL REAL ESTATE
8 (COMMERCIAL)
9 (❑� Property with No Residences)
to (El Property with Residences-Residential Addendum Attached)
11
12 Date: January ,2026
13 AGREEMENT
14 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set
15 forth in this contract(Contract).
16 2. PARTIES AND PROPERTY.
17 2.1. Buyer. County of Weld,Colorado,by and through the Board of County Commissioners of the County of Weld (Buyer)will take title
18 to the Property described below as ❑Joint Tenants ❑Tenants In Common ❑Other N/A
19 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions.
20 2.3. Seller. High Plains Medical LLC (Seller) is the current
21 owner of the Property described below.
22 2.4. Property. The Property is the following legally described real estate in the County of Weld ,Colorado
23 (insert legal description):
24 The South 50 Feet of Lots 14 through 16, Block 66, City of Greeley, County of Weld, State of
25
26 Colorado, reserving unto Seller oil, gas, and other minerals lying in, on, or under said land,
27 excluding dirt, rock, or other contaminated materials which must be removed and replaced by
28
29 known as: 91411thAvenue Greeley Co 80631
30 Street Address City State Zip
31 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of
32 Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property).
33 2.5. Inclusions. The Purchase Price includes the following items(Inclusions):
34 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the following items are
35 included unless excluded under Exclusions: lighting,heating,plumbing,ventilating and air conditioning units,TV antennas,inside
36 telephone,network and coaxial(cable)wiring and connecting blocks/jacks,plants,mirrors,floor coverings,intercom systems,built-
37 in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers
38 (including N/A remote controls).If checked,the following are owned by the Seller and included: ❑ Solar Panels ❑ Water
39 Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.8.
40 (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also
41 included in the Purchase Price.
42 2.5.2. Inclusions—Not Attached. If on the Property, whether attached or not, on the date of this Contract, the
43 following items are included unless excluded under Exclusions: storm windows,storm doors,window and porch shades,awnings,
44 blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates,
45 heating stoves,storage sheds,carbon monoxide alarms,smoke/fire detectors and all keys.
46 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the
47 Purchase Price:
48 N/A
49
50
51
52
53
CBS3-6-24. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 2026-0182
�/zB 3Gl007
54 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller(e.g., owned solar panels) must be conveyed at
55 Closing by Seller free and clear of all taxes(except personal property and general real estate taxes for the year of Closing),liens and
56 encumbrances,except:
57 N/A
58
59
60
61 Buyer❑Will E Will Not assume the debt and obligations on the Encumbered Inclusions subject to Buyer's review under§10.6.
62 (Encumbered Inclusion Documents)and Buyer's receipt of written approval by such lender before Closing. If Buyer does not receive
63 such approval this Contract terminates.
64
65 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other
66 applicable legal instrument.
67 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities:
68 ;and the use or ownership of the following storage facilities: Nth
69 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer,Buyer should investigate.
70 2.5.7. Trade Fixtures. With respect to trade fixtures,Seller and Buyer agree as follows:
71 N/A
72
73
74 The trade fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes(except personal
75 property taxes for the year of Closing),liens and encumbrances,except:Conveyance will be by bill of sale or other applicable legal
76 instrument.
77 2.5.8. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer
78 at Closing(Leased Items):
79 N/A
80
81
82
83 Buyer❑Will E Will Not assume Seller's debt and obligations under such leases for the Leased Items subject to Buyer's review
84 under§10.6.(Leased Items Documents)and Buyer's receipt of written approval by such lender before Closing. If Buyer does not
85 receive such approval this Contract terminates.
86
87 ❑ 2.5.9. Solar Power Plan. If the box is checked,Seller has entered into a solar power purchase agreement,regardless
88 of the name or title,to authorize a third-party to operate and maintain a photovoltaic system on the Property and provide electricity
89 (Solar Power Plan)that will remain in effect after Closing. Buyer❑WillE Will Not assume Seller's obligations under such Solar
90 Power Plan subject to Buyer's review under§10.6. (Solar Power Plan)and Buyer's receipt of written approval by the third-party
91 before Closing. If Buyer does not receive such approval this Contract terminates.
92
93 2.6. Exclusions. The following items are excluded(Exclusions):
94 N/A
95
96
97 2.7. Water Rights/Well Rights.
98 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights:
99 N/A
100
101
102 Any deeded water rights will be conveyed by a good and sufficient deed at Closing.
103 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in§§2.7.1.,2.7.3.and
104 2.7.4.,will be transferred to Buyer at Closing:
105
106 N/A
107
108
109 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well.Buyer understands that if
110 the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well"used for ordinary household purposes,
111 Buyer must,prior to or at Closing,complete a Change in Ownership form for the well. If an existing well has not been registered
112 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a
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113 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in
114 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit# is
115 NIA
116 0 2.7.4. Water Stock. The water stock to be transferred at Closing are as follows:
117 N/A
118
119
120 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2.(Other Rights Relating to Water),
121 §2.7.3.(Well Rights),or§2.7.4.(Water Stock Certificates),Seller agrees to convey such rights to Buyer by executing the applicable
122 legal instrument at Closing.
123 2.7.6. Water Rights Review. Buyer has a Right to Terminate if examination of the Water Rights is unsatisfactory
124 to Buyer on or before the Water Rights Examination Deadline.
125 3. DATES,DEADLINES AND APPLICABILITY.
126 3.1. Dates and Deadlines.
Item No. Reference Event Date or Deadline
1 §3 Time of Day Deadline 11:59 p.m.MST
2 §4 Alternative Earnest Money Deadline 3 Days After MEC
Title
3 §8 Record Title Deadline(and Tax Certificate) 10 Days After MEC
4 § 8 Record Title Objection Deadline 20 Days After MEC
5 § 8 Off-Record Title Deadline 10 Days After MEC
6 § 8 Off-Record Title Objection Deadline 20 Days After MEC
7 § 8 Title Resolution Deadline 20 Days After MEC
8 § 8 Third Party Right to Purchase/Approve Deadline N/A
Owners'Association 0,
9 § 7 Association Documents Deadline N/A
10 §7 Association Documents Termination Deadline N/A
Seller's Disclosures
11 § 10 Seller's Property Disclosure Deadline N/A
12 § 10 Lead-Based Paint Disclosure Deadline(if Residential N/A
Addendum attached)
Loan and Credit
13 § 5 New Loan Application Deadline N/A
14 § 5 New Loan Terms Deadline N/A
15 § 5 New Loan Availability Deadline N/A
16 §5 Buyer's Credit Information Deadline N/A
17 §5 Disapproval of Buyer's Credit Information Deadline N/A
18 §5 Existing Loan Deadline N/A
19 §5 Existing Loan Termination Deadline N/A
20 §5 Loan Transfer Approval Deadline N/A
21 §4 Seller or Private Financing Deadline N/A
Appraisal
22 §6 Appraisal Deadline N/A
23 §6 Appraisal Objection Deadline N/A
24 §6 Appraisal Resolution Deadline N/A
Survey
25 §9 New ILC or New Survey Deadline N/A
26 §9 New ILC or New Survey Objection Deadline N/A
27 §9 New ILC or New Survey Resolution Deadline N/A
Inspection and Due Diligence
28 §2 Water Rights Examination Deadline N/A
29 § 8 Mineral Rights Examination Deadline N/A
30 § 10 Inspection Termination Deadline 20 Days After MEC
31 § 10 Inspection Objection Deadline 20 Days After MEC
32 § 10 Inspection Resolution Deadline 20 Days After MEC
33 § 10 Property Insurance Termination Deadline N/A
CBS3-6-24. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 3 of 20
34 § 10 Due Diligence Documents Delivery Deadline 10 Days After MEC
35 § 10 Due Diligence Documents Objection Deadline 14 Days After MEC
36 § 10 Due Diligence Documents Resolution Deadline 21 Days After MEC
37 § 10 Environmental Inspection Termination Deadline N/A
38 § 10 ADA Evaluation Termination Deadline N/A
39 § 10 Conditional Sale Deadline ►/A
40 § 10 Lead-Based Paint Termination Deadline(if Residential N/A
Addendum attached)
41 § 11 Estoppel Statements Deadline N/A
42 § 11 Estoppel Statements Termination Deadline N/A
Closing and Possession
43 § 12 Closing Date 30 Days After MEC
44 § 17 Possession Date March 31,2026
45 § 17 Possession Time 11:59 p.m.MDT
46 §27 Acceptance Deadline Date January 23,2026
47 §27 Acceptance Deadline Time 11:59 p.m.MST
127 3.2. Applicability of Terms. If any deadline blank in§3.1.(Dates and Deadlines)is left blank or completed with"N/A",
128 or the word"Deleted,"such deadline is not applicable and the corresponding provision containing the deadline is deleted.Any box
129 checked in this Contract means the corresponding provision applies.If no box is checked in a provision that contains a selection of
130 "None",such provision means that"None"applies.
131 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract.The
132 abbreviation"N/A"as used in this Contract means not applicable.
133 3.3. Day;Computation of Period of Days;Deadlines.
134 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States
135 Mountain Time(Standard or Daylight Savings,as applicable). Except however, if a Time of Day Deadline is specified in § 3.1.
136 (Dates and Deadlines),all Objection Deadlines,Resolution Deadlines,Examination Deadlines and Termination Deadlines will end
137 on the specified deadline date at the time of day specified in the Time of Day Deadline,United States Mountain Time. If Time of
138 Day Deadline is left blank or"N/A"the deadlines will expire at 11:59 p.m.,United States Mountain Time.
139 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the
140 ending date is not specified,the first day is excluded and the last day is included.
141 3.3.3. Deadlines. If any deadline falls on a Saturday,Sunday or federal or Colorado state holiday(Holiday),such
142 deadline ❑Will ❑Will Not be extended to the next day that is not a Saturday,Sunday or Holiday.Should neither box be checked,
143 the deadline will not be extended.
144 4. PURCHASE PRICE AND TERMS.
145 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows:
Item No. Reference Item Amount Amount
1 §4.1. Purchase Price $ 835,000 41
2 §4.3. Earnest Money $15000
3 §4.5. New Loan $
4 §4.6. Assumption Balance $
5 §4.7. Private Financing $
6 § 4.7. Seller Financing
7
8
9 § 4.4. Cash at Closing $820,000
10 TOTAL $835,000 $835,000
146 4.2. Seller Concession. At Closing, Seller will credit to Buyer $NIA (Seller Concession). The Seller
147 Concession may be used for any Buyer fee,cost,charge or expenditure to the extent the amount is allowed by the Buyer's lender
148 and is included in the Closing Statement or Closing Disclosure at Closing.Examples of allowable items to be paid for by the Seller
149 Concession include,but are not limited to:Buyer's closing costs,loan discount points,loan origination fees,prepaid items and any
150 other fee,cost,charge,expense or expenditure.Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer
151 elsewhere in this Contract.
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152 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a electronic payment , will be
153 payable to and held by Stewart Title co. (Earnest Money Holder),in its trust account,on behalf of
154 both Seller and Buyer.The Earnest Money deposit must be tendered,by Buyer,with this Contract unless the parties mutually agree
155 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the
156 company conducting the Closing(Closing Company),if any,at or before Closing.In the event Earnest Money Holder has agreed to
157 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado
158 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest
159 Money Holder in this transaction will be transferred to such fund.
160 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money,if other than at the
161 time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline.
162 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates,Buyer is entitled
163 to the return of Earnest Money as provided in this Contract.If this Contract is terminated as set forth in§24 and,except as provided
164 in §23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate,
165 Seller agrees to execute and return to Buyer or Broker working with Buyer,written mutual instructions(e.g.,Earnest Money Release
166 form),within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money,and,except as provided in§23
167 (Earnest Money Dispute),if the Earnest Money has not already been paid to Seller,following receipt of an Earnest Money Release
168 form,Buyer agrees to execute and return to Seller or Broker working with Seller,written mutual instructions(e.g.,Earnest Money
169 Release form),within three days of Buyer's receipt.
170 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the
171 Earnest Money Release Form,or other written mutual instructions, Seller is in default and liable to Buyer as set forth in"If Seller
172 is in Default",§20.2.and§21,unless Seller is entitled to the Earnest Money due to a Buyer default.
173 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the
174 Earnest Money Release Form,or other written mutual instructions,Buyer is in default and liable to Seller as set forth in"If Buyer
175 is in Default,§20.1.and§21,unless Buyer is entitled to the Earnest Money due to a Seller Default.
176 4.4. Form of Funds;Time of Payment;Available Funds.
177 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds,Cash at Closing
178 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified
179 check,savings and loan teller's check and cashier's check(Good Funds).
180 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at
181 Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH
182 NONPAYING PARTY WILL BE IN DEFAULT.
183 4.4.3. Available Funds. Buyer represents that Buyer,as of the date of this Contract, ❑ Does El Does Not have
184 funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in §4.1.
185 4.5. New Loan.
186 4.5.1. Buyer to Pay Loan Costs. Buyer,except as otherwise permitted in§4.2.(Seller Concession),if applicable,
187 must timely pay Buyer's loan costs,loan discount points,prepaid items and loan origination fees as required by lender.
188 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to
189 Buyer, including a different loan than initially sought, except as restricted in §4.5.3. (Loan Limitations) or §30 (Additional
190 Provisions).
191 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans:
192 ❑Conventional ❑Other N/A
193 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance
194 set forth in§4.1.(Price and Terms),presently payable at$ N/A per N/A including principal and interest
195 presently at the rate of %per annum and also including escrow for the following as indicated: ❑Real Estate Taxes ❑
196 Property Insurance Premium and ❑ N/A
197 Buyer agrees to pay a loan transfer fee not to exceed$N/A .At the time of assumption,the new interest rate will
198 not exceed N/A %per annum and the new payment will not exceed $N/A per N/A principal and
199 interest,plus escrow,if any.If the actual principal balance of the existing loan at Closing is less than the Assumption Balance,which
200 causes the amount of cash required from Buyer at Closing to be increased by more than$N/A ,or if any other terms or
201 provisions of the loan change,Buyer has the Right to Terminate under§24.1.on or before Closing Date.
202 Seller 0 Will ❑Will Not be released from liability on said loan.If applicable,compliance with the requirements for release
203 from liability will be evidenced by delivery ❑on or before Loan Transfer Approval Deadline ❑ at Closing of an appropriate
204 letter of commitment from lender.Any cost payable for release of liability will be paid by N/A in an amount
205 not to exceed$ N/A
206 This Contract terminates if written consent from Seller's lender for Buyer's assumption of Seller's existing loan is not received
207 by all parties and the Closing Company on or before Closing.
208 4.7. Seller or Private Financing.
209 WARNING: Unless the transaction is exempt,federal and state laws impose licensing,other requirements and restrictions on sellers
210 and private financiers.Contract provisions on financing and financing documents,unless exempt,should be prepared by a licensed
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211 Colorado attorney or licensed mortgage loan originator.Brokers should not prepare or advise the parties on the specifics of financing,
212 including whether or not a party is exempt from the law.
213 4.7.1. Seller Financing.If Buyer is to pay all or any portion of the Purchase Price with Seller financing,❑Buyer
214 ❑ Seller will deliver the proposed Seller financing documents to the other party on or before N/A days before Seller or
215 Private Financing Deadline.
216 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing,this Contract is conditional upon
217 Seller determining whether such financing is satisfactory to the Seller,including its payments,interest rate,terms,conditions,cost,
218 and compliance with the law.Seller has the Right to Terminate under§24.1.,on or before Seller or Private Financing Deadline,
219 if such Seller financing is not satisfactory to Seller,in Seller's sole subjective discretion.
220 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private
221 financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its
222 availability,payments,interest rate,terms,conditions,and cost.Buyer has the Right to Terminate under§24.1,on or before Seller
223 or Private Financing Deadline,if such Seller or private financing is not satisfactory to Buyer,in Buyer's sole subjective discretion.
224 TRANSACTION PROVISIONS
225 5. FINANCING CONDITIONS AND OBLIGATIONS.
226 5.1. New Loan,Assumption Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more
227 new loans (New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an
228 application verifiable by such lender,on or before New Loan Application Deadline and exercise reasonable efforts to obtain such
229 loan or approval.
230 5.2. New Loan Terms;New Loan Availability.
231 5.2.1. New Loan Terms. If Buyer is to pay all or part of the Purchase Price with a New Loan,this Contract is
232 conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the proposed New Loan's payments, interest
233 rate,conditions and costs or any other loan terms(New Loan Terms)are satisfactory to Buyer.This condition is for the sole benefit
234 of Buyer.Buyer has the Right to Terminate under§24.1.,on or before New Loan Terms Deadline,if the New Loan Terms are not
235 satisfactory to Buyer,in Buyer's sole subjective discretion.
236 5.2.2. New Loan Availability. If Buyer is to pay all or part of the Purchase Price with a New Loan,this Contract is
237 conditional upon Buyer's satisfaction with the availability of the New Loan based on the lender's review and underwriting of Buyer's
238 New Loan Application (New Loan Availability). Buyer has the Right to Terminate under § 24.1., on or before the New Loan
239 Availability Deadline if the New Loan Availability is not satisfactory to Buyer.Buyer does not have a Right to Terminate based on the
240 New Loan Availability if the termination is based on the New Loan Terms, Appraised Value(defined below),the Lender Property
241 Requirements(defined below),Insurability(§ 10.5.below)or the Conditional Upon Sale of Property(§ 10.7.below).IF SELLER IS
242 NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S
243 EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title,
244 Survey).
245 5.3. Credit Information. This Contract is conditional(for the sole benefit of Seller) upon Seller's approval of Buyer's
246 financial ability and creditworthiness,which approval will be in Seller's sole subjective discretion. Accordingly: (1)Buyer must
247 supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information and documents(including a current
248 credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents that Seller may verify Buyer's
249 financial ability and creditworthiness; and(3)any such information and documents received by Seller must be held by Seller in
250 confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at Closing is less than as set
251 forth in§4.1.of this Contract,Seller has the Right to Terminate under§24.1.,on or before Closing.If Seller disapproves of Buyer's
252 financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to Terminate under §24.1., on or
253 before Disapproval of Buyer's Credit Information Deadline.
254 5.4. Existing Loan Review. Seller must deliver copies of the loan documents (including note, deed of trust and any
255 modifications)to Buyer by Existing Loan Deadline.For the sole benefit of Buyer,this Contract is conditional upon Buyer's review
256 and approval of the provisions of such loan documents.Buyer has the Right to Terminate under§24.1.,on or before Existing Loan
257 Termination Deadline,based on any unsatisfactory provision of such loan documents,in Buyer's sole subjective discretion.If the
258 lender's approval of a transfer of the Property is required,this Contract is conditional upon Buyer obtaining such approval without
259 change in the terms of such loan, except as set forth in §4.6. If lender's approval is not obtained by Loan Transfer Approval
260 Deadline,this Contract will terminate on such deadline. Seller has the Right to Terminate under§24.1.,on or before Closing, in
261 Seller's sole subjective discretion,if Seller is to be released from liability under such existing loan and Buyer does not obtain such
262 compliance as set forth in§4.6.
263 6. APPRAISAL PROVISIONS.
264 6.1. Appraisal Definition.An"Appraisal"is an opinion of value prepared by a licensed or certified appraiser,engaged on
265 behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised Value). The Appraisal may also set forth
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266 certain lender requirements,replacements,removals or repairs necessary on or to the Property as a condition for the Property to be
267 valued at the Appraised Value.
268 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in
269 §4.5.3.,or if a cash transaction(i.e.,no financing),§6.2.1.applies.
270 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the
271 Purchase Price,or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may,on or before Appraisal
272 Objection Deadline:
273 6.2.1.1. Notice to Terminate. Notify Seller in writing,pursuant to§24.1.,that this Contract is terminated;
274 or
275 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the
276 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price(Lender Verification).
277 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal
278 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution
279 Deadline,this Contract will terminate on the Appraisal Resolution Deadline,unless Seller receives Buyer's written withdrawal of
280 the Appraisal Objection before such termination,(i.e.,on or before expiration of Appraisal Resolution Deadline).
281 6.3. Lender Property Requirements. If the lender imposes any written requirements,replacements,removals or repairs,
282 including any specified in the Appraisal(Lender Property Requirements)to be made to the Property(e.g.,roof repair,repainting),
283 beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following
284 Seller's receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1)the parties enter into a written
285 agreement to satisfy the Lender Property Requirements; (2)the Lender Property Requirements have been completed; or (3) the
286 satisfaction of the Lender Property Requirements is waived in writing by Buyer.
287 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by❑Buyer
288 ❑ Seller. The cost of the Appraisal may include any and all fees paid to the appraiser,appraisal management company,lender's
289 agent or all three.
290 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest
291 Communities and subject to one or more declarations(Association).
292 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON
293 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY.THE OWNER OF
294 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE
295 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE
296 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL
297 OBLIGATIONS UPON THE OWNER OF THE PROPERTY,INCLUDING AN OBLIGATION TO PAY ASSESSMENTS
298 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD •
299 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT.THE DECLARATION,BYLAWS
300 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING
301 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A
302 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF
303 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL
304 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE
305 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE
306 ASSOCIATION.
307 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents(defined below),
308 at Seller's expense,on or before Association Documents Deadline. Seller authorizes the Association to provide the Association
309 Documents to Buyer,at Seller's expense.Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt
310 of the Association Documents,regardless of who provides such documents.
311 7.3. Association Documents. Association documents(Association Documents)consist of the following:
312 73.1. All Association declarations,articles of incorporation,bylaws,articles of organization,operating agreements,
313 rules and regulations,party wall agreements and the Association's responsible governance policies adopted under§38-33.3-209.5,
314 C.R.S.;
315 7.3.2. Minutes of:(1)the annual owners'or members'meeting and(2)any executive boards'or managers'meetings;
316 such minutes include those provided under the most current annual disclosure required under §38-33.3-209.4, C.R.S. (Annual
317 Disclosure)and minutes of meetings,if any,subsequent to the minutes disclosed in the Annual Disclosure.If none of the preceding
318 minutes exist,then the most recent minutes,if any(§§7.3.1.and 7.3.2.,collectively,Governing Documents);and
319 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure,including,
320 but not limited to,property,general liability,association director and officer professional liability and fidelity policies.The list must
321 include the company names,policy limits,policy deductibles,additional named insureds and expiration dates of the policies listed
322 (Association Insurance Documents);
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323 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as
324 disclosed in the Association's last Annual Disclosure;
325 7.3.5. The Association's most recent financial documents which consist of: (1)the Association's operating budget
326 for the current fiscal year,(2)the Association's most recent annual financial statements,including any amounts held in reserve for
327 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent
328 available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the
329 Association's community association manager or Association will charge in connection with the Closing including,but not limited
330 to,any fee incident to the issuance of the Association's statement of assessments(Status Letter),any rush or update fee charged for
331 the Status Letter,any record change fee or ownership record transfer fees(Record Change Fee),fees to access documents,(5)list of
332 all assessments required to be paid in advance,reserves or working capital due at Closing and(6)reserve study,if any(§§7.3.4.and
333 7.3.5.,collectively,Financial Documents);
334 7.3.6. Any written notice from the Association to Seller of a"construction defect action"under§ 38-33.3-303.5,
335 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction
336 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under§ 10.2.
337 (Disclosure of Adverse Material Facts;Subsequent Disclosure;Present Condition)including any problems or defects in the common
338 elements or limited common elements of the Association property.
339 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to
340 Terminate under§24.1.,on or before Association Documents Termination Deadline, based on any unsatisfactory provision in
341 any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after
342 Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under §24.1. by Buyer's Notice to
343 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive
344 the Association Documents,or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing
345 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to
346 Terminate within such time,Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right
347 to Terminate under this provision,notwithstanding the provisions of§8.6.(Third Party Right to Purchase/Approve).
348 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE.
349 8.1. Evidence of Record Title.
350 ❑ 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance
351 company to furnish the owner's title insurance policy at Seller's expense.On or before Record Title Deadline,Seller must furnish
352 to Buyer,a current commitment for an owner's title insurance policy(Title Commitment),in an amount equal to the Purchase Price,
353 or if this box is checked, ❑an Abstract of Title certified to a current date.Seller will cause the title insurance policy to be issued
354 and delivered to Buyer as soon as practicable at or after Closing.
355 E 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance
356 company to furnish the owner's title insurance policy at Buyer's expense.On or before Record Title Deadline,Buyer must furnish to
357 Seller,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the Purchase Price.
358 If neither box in§8.1.1.or§8.1.2.is checked,§8.1.1.applies.
359 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ❑ Will 0 Will Not contain Owner's
360 Extended Coverage(OEC).If the Title Commitment is to contain OEC,it will commit to delete or insure over the standard exceptions
361 which relate to: (1) parties in possession, (2)unrecorded easements, (3) survey matters,(4) unrecorded mechanics' liens,(5)gap
362 period(period between the effective date and time of commitment to the date and time the deed is recorded)and(6)unpaid taxes,
363 assessments and unredeemed tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by
364 El Buyer❑Seller ❑One-Half by Buyer and One-Half by Seller ❑Other NSA
365 Regardless of whether the Contract requires OEC,the Title Insurance Commitment may not provide OEC or delete or insure over
366 any or all of the standard exceptions for OEC.The Title Insurance Company may require a New Survey or New ILC,defined below,
367 among other requirements for OEC.If the Title Insurance Commitment is not satisfactory to Buyer,Buyer has a right to object under
368 §8.7.(Right to Object to Title,Resolution).
369 8.1.4. Title Documents. Title Documents consist of the following:(1)copies of any plats,declarations,covenants,
370 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such
371 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title
372 Documents).
373 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title
374 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county
375 where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense of the
376 party or parties obligated to pay for the owner's title insurance policy.
377 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any
378 portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline.
379 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the
380 Title Documents as set forth in§8.7.(Right to Object to Title,Resolution)on or before Record Title Objection Deadline.Buyer's
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381 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title,notwithstanding § 13,or
382 any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title
383 Documents are not received by Buyer on or before the Record Title Deadline,or if there is an endorsement to the Title Commitment
384 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to
385 Buyer.Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to:(1)any
386 required Title Document not timely received by Buyer,(2)any change to the Abstract of Title,Title Commitment or Title Documents,
387 or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection,
388 pursuant to this§8.2.(Record Title),any title objection by Buyer is governed by the provisions set forth in§8.7.(Right to Object
389 to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1.
390 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable
391 deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title
392 Documents as satisfactory.
393 8.3. Off-Record Title. Seller must deliver to Buyer,on or before Off-Record Title Deadline,true copies of all existing
394 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without
395 limitation,governmental improvements approved,but not yet installed)or other title matters not shown by public records,of which
396 Seller has actual knowledge(Off-Record Matters).This Section excludes any New ILC or New Survey governed under§9(New
397 ILC,New Survey).Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown
398 by public records(e.g.,unrecorded easement,boundary line discrepancy or water rights).Buyer's Notice to Terminate or Notice of
399 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§ 8.2.
400 (Record Title) and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on or before Off-
401 Record Title Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline,Buyer has
402 until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives
403 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§ 8.3.(Off-Record Title),any title objection by Buyer is
404 governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to
405 Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such Off-Record
406 Matters and rights,if any,of third parties not shown by public records of which Buyer has actual knowledge.
407 8.4. Special Taxing and Metropolitan Districts. Intentionally Deleted.
408 8.5. Tax Certificate. A tax certificate paid for by E Seller ❑Buyer,for the Property(Tax Certificate)must be delivered
409 to Buyer on or before Record Title Deadline. If the content of the Tax Certificate is unsatisfactory to Buyer, in Buyer's sole
410 subjective discretion,Buyer may terminate,on or before Record Title Objection Deadline.Should Buyer receive the Tax Certificate
411 after Record Title Deadline, Buyer, at Buyer's option,has the Right to Terminate under§24.1. by Buyer's Notice to Terminate
412 received by Seller on or before ten days after Buyer's receipt of the Tax Certificate.If Buyer does not receive the Tax Certificate,or
413 if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date,Buyer's Notice to Terminate
414 must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer
415 accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to Terminate under this provision.If Buyer's
416 loan specified in§4.5.3.(Loan Limitations)prohibits Buyer from paying for the Tax Certificate,the Tax Certificate will be paid for
417 by Seller.
418 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property(e.g.,right of first
419 refusal on the Property,right to purchase the Property under a lease or an option held by a third party to purchase the Property)or a
420 right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of
421 such right.If the third-party holder of such right exercises its right this Contract will terminate.If the third parry's right to purchase
422 is waived explicitly or expires,or the Contract is approved,this Contract will remain in full force and effect.Seller must promptly
423 notify Buyer in writing of the foregoing.If the third party right to purchase is exercised or approval of this Contract has not occurred
424 on or before Third Party Right to Purchase/Approve Deadline,this Contract will then terminate. Seller will supply to Buyer,in
425 writing,details of any Third Party Right to Purchase the Property on or before the Record Title Deadline.
426 8.7. Right to Object to Title,Resolution. Buyer has a right to object or terminate,in Buyer's sole subjective discretion,
427 based on any title matters including those matters set forth in§8.2.(Record Title),§8.3.(Off-Record Title),§8.5.(Tax Certificate)
428 and§ 13(Transfer of Title).If Buyer exercises Buyer's rights to object or terminate based on any such title matter,on or before the
429 applicable deadline,Buyer has the following options:
430 8.7.1. Title Objection,Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice of
431 Title Objection)on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or
432 before Title Resolution Deadline,this Contract will terminate on the expiration of Title Resolution Deadline,unless Seller receives
433 Buyer's written withdrawal of Buyer's Notice of Title Objection(i.e.,Buyer's written notice to waive objection to such items and
434 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title
435 Deadline or the Off-Record Title Deadline,or both,are extended pursuant to § 8.2.(Record Title)or§ 8.3.(Off-Record Title)the
436 Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the
437 applicable documents;or
438 8.7.2. Title Objection,Right to Terminate. Buyer may exercise the Right to Terminate under§24.1.,on or before
439 the applicable deadline,based on any title matter unsatisfactory to Buyer,in Buyer's sole subjective discretion.
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440 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
441 carefully.Additionally,other matters not reflected in the Title Documents may affect the title,ownership and use of the Property,
442 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations,
443 unrecorded easements and claims of easements,leases and other unrecorded agreements,water on or under the Property and various
444 laws and governmental regulations concerning land use,development and environmental matters.
445 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE
446 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF
447 THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER
448 RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL,GAS,OTHER MINERALS,GEOTHERMAL
449 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY,WHICH INTERESTS MAY GIVE THEM
450 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE,OIL,
451 GAS OR WATER.
452 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO
453 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A
454 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND
455 RECORDER.
456 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT
457 TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING,WELL COMPLETION
458 OPERATIONS, STORAGE,OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING
459 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES.
460 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL
461 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING
462 DRILLING PERMIT APPLICATIONS.THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL
463 AND GAS CONSERVATION COMMISSION.
464 8.8.5. Title Insurance Exclusions.Matters set forth in this Section and others,may be excepted,excluded from,or
465 not covered by the owner's title insurance policy.
466 8.9. Mineral Rights Review. Buyer has a Right to Terminate if examination of the Mineral Rights is unsatisfactory to
467 Buyer on or before the Mineral Rights Examination Deadline.
468 9. NEW ILC,NEW SURVEY.
469 9.1. New ILC or New Survey.If the box is checked,(1)❑New Improvement Location Certificate(New ILC);or,(2)
470 ❑New Survey in the form of N/A ; is required and the following will apply:
471 9.1.1. Ordering of New ILC or New Survey. ❑Seller ❑ Buyer will order the New ILC or New Survey. The
472 New ILC or New Survey may also be a previous ILC or survey that is in the above-required form,certified and updated as of a date
473 after the date of this Contract.
474 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid,on or before
475 Closing,by:0 Seller ❑Buyer or:
476 N/A
477
478 9.1.3. Delivery of New ILC or New Survey. Buyer,Seller,the issuer of the Title Commitment(or the provider of
479 the opinion of title if an Abstract of Title)and WA will receive a New ILC or New Survey on or before New
480 ILC or New Survey Deadline.
481 9.1.4. Certification of New ILC or New Survey.The New ILC or New Survey will be certified by the surveyor to
482 all those who are to receive the New ILC or New Survey.
483 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New
484 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New
485 Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion,waive a New ILC or New Survey if done prior to
486 Seller incurring any cost for the same.
487 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey.
488 If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,
489 Buyer may,on or before New ILC or New Survey Objection Deadline,notwithstanding§8.3.or§ 13:
490 9.3.1. Notice to Terminate. Notify Seller in writing,pursuant to§24.1,that this Contract is terminated;or
491 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be
492 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct.
493 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller,on or
494 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on
495 or before New ILC or New Survey Resolution Deadline,this Contract will terminate on expiration of the New ILC or New Survey
496 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such
497 termination(i.e.,on or before expiration of New ILC or New Survey Resolution Deadline).
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498 DISCLOSURE,INSPECTION AND DUE DILIGENCE
499 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY,INSURABILITY,DUE DILIGENCE AND SOURCE OF
500 WATER.
501 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline,Seller agrees to deliver to Buyer
502 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller
503 to Seller's actual knowledge and current as of the date of this Contract.
504 10.2. Disclosure of Adverse Material Facts;Subsequent Disclosure; Present Condition. Seller must disclose to Buyer
505 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material
506 facts will be in writing.In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely
507 disclose such adverse fact to Buyer.Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing
508 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that
509 Seller is conveying the Property and Inclusions to Buyer in an"As Is"condition,"Where Is"and"With All Faults."
510 10.3. Inspection. Unless otherwise provided in this Contract,Buyer,acting in good faith,has the right to have inspections
511 (by one or more third parties,personally or both)of the Property,Leased Items,and Inclusions(Inspection),at Buyer's expense.If
512 (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the
513 electrical,plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions and Leased
514 Items,(3)service to the Property(including utilities and communication services), systems and components of the Property(e.g.,
515 heating and plumbing),(4)any proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or
516 noise(whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory,in Buyer's
517 sole subjective discretion,Buyer may:
518 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing,
519 pursuant to§24.1.,that this Contract is terminated due to any unsatisfactory condition,provided the Buyer did not previously deliver
520 an Inspection Objection.Buyer's Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller
521 pursuant to§ 10.3.2.;or
522 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written
523 description of any unsatisfactory condition that Buyer requires Seller to correct.
524 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection Objection
525 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,
526 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection
527 Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision
528 prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by
529 executing an Earnest Money Release.
530 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement
531 between the parties,is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at
532 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer
533 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify,
534 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such
535 Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against
536 any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and
537 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4.does not apply to items performed
538 pursuant to an Inspection Resolution.
539 10.5. Insurability. Buyer has the Right to Terminate under §24.1., on or before Property Insurance Termination
540 Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance
541 (Property Insurance)on the Property,in Buyer's sole subjective discretion.
542 10.6. Due Diligence.
543 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information
544 pertaining to the Property and Leased Items(Due Diligence Documents)to Buyer on or before Due Diligence Documents Delivery
545 Deadline:
546 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy
547 agreements,pertaining to the Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing
548 are as follows(Leases):
sag After closing, the Property shall be leased to Seller for the sum of$1.00 for its continued
550
551 occupancy to and until 11:59 p.m. MDT on March 31, 2026.
552 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.8., Leased Items)will be
553 transferred to Buyer at Closing,Seller agrees to deliver copies of the leases and information pertaining to the personal property to
554 Buyer on or before Due Diligence Documents Delivery Deadline.
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555 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered
556 pursuant to § 2.5.4. (Encumbered Inclusions)above, Seller agrees to deliver copies of the evidence of debt, security and any other
557 documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline.
558 10.6.1.4. Solar Power Plan. Copy of any Solar Power Plan not included in Leased Items(regardless
559 of its name or title).
560 10.6.1.5. Septic Use Permit. If required by the local health department or other applicable government
561 entity,on or before the local health department's applicable deadline,Seller must pay for and furnish to Buyer a Septic Use Permit.
562 10.6.1.6. Other Documents. If the respective box is checked, Seller agrees to additionally deliver copies
563 of the following:
564 ❑ 10.6.1.6.1. All contracts relating to the operation, maintenance and management of the
565 Property;
566 ❑ 10.6.1.6.2. Property tax bills for the last years;
567 ❑ 10.6.1.6.3. As-built construction plans to the Property and the tenant improvements,including
568 architectural, electrical, mechanical and structural systems; engineering reports; and permanent Certificates of Occupancy, to the
569 extent now available;
570 ❑ 10.6.1.6.4. A list of all Inclusions to be conveyed to Buyer;
571 ❑ 10.6.1.6.5. Operating statements for the past years;
572 ❑ 10.6.1.6.6. A rent roll accurate and correct to the date of this Contract;
573 ❑ 10.6.1.6.7. A schedule of any tenant improvement work Seller is obligated to complete
574 but has not yet completed and capital improvement work either scheduled or in process on the date of this Contract;
575 ❑ 10.6.1.6.8. All insurance policies pertaining to the Property and copies of any claims which
576 have been made for the past years;
577 ❑ 10.6.1.6.9. Soils reports,surveys and engineering reports or data pertaining to the Property(if
578 not delivered earlier under§ 8.3.);
579 ❑ 10.6.1.6.10. Any and all existing documentation and reports regarding Phase I and II
580 environmental reports, letters,test results,advisories and similar documents respective to the existence or nonexistence of asbestos,
581 PCB transformers, or other toxic,hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no
582 reports are in Seller's possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to
583 Seller;
584 ❑ 10.6.1.6.11. Any Americans with Disabilities Act reports, studies or surveys concerning the
585 compliance of the Property with said Act;
586 ❑ 10.6.1.6.12. All permits, licenses and other building or use authorizations issued by any
587 governmental authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use
588 authorizations,if any;and
589 ❑ 10.6.1.6.13. Other:
590
591
592
593
594
595 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due
596 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective
597 discretion,Buyer may,on or before Due Diligence Documents Objection Deadline:
598 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is
599 terminated;or
600 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any
601 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.
602 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received
603 by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a
604 settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence
605 Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection
606 before such termination(i.e.,on or before expiration of Due Diligence Documents Resolution Deadline).
607 10.6.2.4. Automatic Due Diligence Extension. If a Due Diligence Document is not delivered on or
608 before the Due Diligence Documents Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review
609 and object to such Due Diligence Document. If Buyer's right to review and object to such Due Diligence Document is extended due
610 to such Due Diligence Document not being delivered on or before the Due Diligence Documents Deadline, the Due Diligence
611 Document Resolution Deadline will also be extended to the earlier of Closing or fifteen days after Buyer's receipt of such Due
612 Diligence Document.
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613 10.6.3. Zoning. Buyer has the Right to Terminate under§24.1.,on or before Due Diligence Documents Objection
614 Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over
615 the Property, in Buyer's sole subjective discretion.
616 10.6.4. Due Diligence—Environmental. Buyer has the right to obtain environmental inspections of the Property
617 including a Phase I Environmental Site Assessment. 0 Seller ❑ Buyer will order or provide a current Phase I Environmental
618 Site Assessment(compliant with the most current version of the applicable ASTM E1527 standard practices for Environmental Site
619 Assessments) and/or , at the expense of 0 Seller D Buyer
620 (Environmental Inspection).
621 If the Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental
622 Inspection Termination Deadline will be extended by days (Extended Environmental Inspection
623 Termination Deadline)and if such Extended Environmental Inspection Termination Deadline extends beyond the Closing Date,the
624 Closing Date will be extended a like period of time. In such event, ❑ Seller ❑ Buyer must pay the cost for such Phase II
625 Environmental Site Assessment.
626 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.4., Buyer has the
627 Right to Terminate under § 24.1., on or before Environmental Inspection Termination Deadline, or if applicable,the Extended
628 Environmental Inspection Termination Deadline,based on any unsatisfactory results of Environmental Inspection, in Buyer's sole
629 subjective discretion.
630 10.6.5. Due Diligence—ADA. Buyer, at Buyer's expense, may also conduct an evaluation whether the Property
631 complies with the Americans with Disabilities Act(ADA Evaluation). All such inspections and evaluations must be conducted at
632 such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants'business uses of the Property,
633 if any.
634 Buyer has the Right to Terminate under§24.1.,on or before ADA Evaluation Termination Deadline,based on any unsatisfactory
635 ADA Evaluation,in Buyer's sole subjective discretion.
636 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property
637 owned by Buyer and commonly known as N/A . Buyer has
638 the Right to Terminate under§24.1.effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale
639 Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not
640 receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this
641 provision.
642 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). [Intentionally Deleted - See
643 Residential Addendum if applicable]
644 10.9. Existing Leases; Modification of Existing Leases;New Leases. Seller states that none of the Leases to be assigned
645 to the Buyer at the time of Closing contain any rent concessions,rent reductions or rent abatements except as disclosed in the Lease
646 or other writing received by Buyer.Seller will not amend,alter,modify,extend or cancel any of the Leases nor will Seller enter into
647 any new leases affecting the Property without the prior written consent of Buyer,which consent will not be unreasonably withheld
648 or delayed.
649 10.10. Lead-Based Paint. [Intentionally Deleted-See Residential Addendum if applicable]
650 10.11. Carbon Monoxide Alarms. [Intentionally Deleted-See Residential Addendum if applicable]
651 10.12. Methamphetamine Disclosure. [Intentionally Deleted-See Residential Addendum if applicable]
652 11. TENANT ESTOPPEL STATEMENTS.
653 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must
654 request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline,
655 statements in a form and substance reasonably acceptable to Buyer,from each occupant or tenant at the Property(Estoppel Statement)
656 attached to a copy of the Lease stating:
657 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease;
658 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or
659 amendments;
660 11.1.3. The amount of any advance rentals paid,rent concessions given and deposits paid to Seller;
661 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller;
662 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and
663 11.1.6. That the Lease to which the Estoppel Statement is attached is a true,correct and complete copy of the Lease
664 demising the premises it describes.
665 11.2. Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property a completed signed
666 Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents
667 required in§11.1.above and deliver the same to Buyer on or before Estoppel Statements Deadline.
668 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under §24.1., on or before Estoppel
669 Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, or if
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670 Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to
671 waive any unsatisfactory Estoppel Statement.
672 CLOSING PROVISIONS
673 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING.
674 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable
675 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is
676 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a
677 timely manner,all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any
678 additional information and documents required by Closing Company that will be necessary to complete this transaction.Buyer and
679 Seller will sign and complete all customary or reasonably required documents at or before Closing.
680 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ❑ Are Not executed with
681 this Contract.
682 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the date specified as
683 the Closing Date or by mutual agreement at an earlier date. At Closing, Seller must provide Buyer with the ability to access the
684 Property (e.g. keys, access code, garage door opener). The hour and place of Closing will be as designated by
685 Buyer and Seller
686 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs,quality and extent of service vary between
687 different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies).
688 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer
689 must assume Seller's obligations under such Leases.Further,Seller must transfer to Buyer all Leased Items and assign to Buyer such
690 leases for the Leased Items accepted by Buyer pursuant to§2.5.8.(Leased Items).
691 13. TRANSFER OF TITLE.Subject to Buyer's compliance with the terms and provisions of this Contract,including the tender
692 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: ❑
693 special warranty deed❑general warranty deed ❑bargain and sale deed ❑quit claim deed ❑ personal representative's deed
694 O special warranty deed. Seller, provided another deed is not selected, must execute and deliver a good and
695 sufficient special warranty deed to Buyer,at Closing.
696 Unless otherwise specified in§30(Additional Provisions),if title will be conveyed using a special warranty deed or a general
697 warranty deed,title will be conveyed"subject to statutory exceptions"as defined in§38-30-113(5)(a),C.R.S.
698 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing,any amounts owed on any liens
699 or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special
700 improvements installed as of the date of Buyer's signature hereon,whether assessed or not,and previous years'taxes,will be paid
701 at or before Closing by Seller from the proceeds of this transaction or from any other source.
702 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND
703 WITHHOLDING.
704 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and all other items required
705 to be paid at Closing,except as otherwise provided herein.
706 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer ❑ Seller
707 ❑One-Half by Buyer and One-Half by Seller ❑Other
708 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to
709 promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees
710 associated with or specified in the Status Letter will be paid as follows:
711 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must be paid by Seller.
712 15.3.2. Record Change Fee. Any Record Change Fee must be paid by❑Buyer ❑Seller ❑One-Half by Buyer
713 and One-Half by Seller E N/A.
714 15.3.3. Reserves or Working Capital. Unless agreed to otherwise, all reserves or working capital due (or other
715 similar cost not addressed in§ 16.2.(Association Assessments))at Closing must be paid by❑Buyer ❑Seller ❑One-Half by
716 Buyer and One-Half by Seller 0 N/A.
717 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by ❑
718 Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller E N/A.
719 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ❑ Buyer ❑ Seller ❑ One-Half by
720 Buyer and One-Half by Seller g N/A.
721 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by
722 ❑Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller E N/A.
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723 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing,
724 such as community association fees, developer fees and foundation fees, must be paid at Closing by ❑ Buyer ❑ Seller
725 ❑One-Half by Buyer and One-Half by Seller E N/A.
726 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed
727 $ for:
728 ❑ Water District/Municipality ❑ Water Stock
729 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑
730 and must be paid at Closing by ❑ Buyer ❑Seller ❑One-Half by Buyer and One-Half by Seller N/A.
731 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be
732 paid by ❑ Buyer ❑ Seller ❑One-Half by Buyer and One-Half by Seller Ei N/A.
733 15.9. FIRPTA and Colorado Withholding.
734 15.9.1. FIRPTA. The Internal Revenue Service(IRS)may require a substantial portion of the Seller's proceeds be
735 withheld after Closing when Seller is a foreign person.If required withholding does not occur,the Buyer could be held liable for the
736 amount of the Seller's tax,interest and penalties. If the box in this Section is checked, Seller represents that Seller❑ IS a foreign
737 person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign
738 person for purposes of U.S.income taxation.Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably
739 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to
740 withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or
741 if an exemption exists.
742 15.9.2. Colorado Withholding.The Colorado Department of Revenue may require a portion of the Seller's proceeds
743 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to
744 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status.If withholding
745 is required,Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's
746 tax advisor to determine if withholding applies or if an exemption exists.
747 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.
748 16.1. Prorations. The following will be prorated to the Closing Date,except as otherwise provided:
749 16.1.1. Taxes. Personal property taxes,if any,special taxing district assessments,if any,and general real estate taxes
750 for the year of Closing, based on ❑ Taxes for the Calendar Year Immediately Preceding Closing ❑ Most Recent Mill Levy
751 and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled
752 veteran exemption or ❑Other
753 16.1.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued.At Closing,Seller will transfer or credit
754 to Buyer the security deposits for all Leases assigned to Buyer,or any remainder after lawful deductions,and notify all tenants in
755 writing of such transfer and of the transferee's name and address.
756 16.1.3. Other Prorations. Water and sewer charges,propane,interest on continuing loan and "iA
757 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions,these prorations are final.
758 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in
759 advance will be credited to Seller at Closing. All Association Assessments accrued before Closing must be paid by Seller and all
760 Association Assessments accrued after Closing must be paid by Buyer.Cash reserves held out of the regular Association Assessments
761 for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing
762 Documents. Any special assessment assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer g
763 Seller. Except however, any special assessment by the Association for improvements that have been installed as of the date of
764 Buyer's signature hereon, whether assessed prior to or after Closing,will be the obligation of Seller unless otherwise specified in
765 Additional Provisions. Seller represents there are no unpaid regular or special assessments against the Property except the current
766 regular assessments and "iA . Association Assessments are subject to change as provided in the
767 Governing Documents.
768 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time,
769 subject to the Leases as set forth in§ 10.6.1.1.
770 If Seller,after Closing occurs,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally
771 liable to Buyer,notwithstanding§20.2.(If Seller is in Default),for payment of$ "/A per day (or any part of a day
772 notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. Additionally, Buyer may
773 pursue a claim against Seller for any of Buyer's actual additional damages incurred by Buyer in excess of such amount.
774 GENERAL PROVISIONS
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775 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND
776 WALK-THROUGH. Except as otherwise provided in this Contract,the Property and Inclusions will be delivered in the condition
777 existing as of the date of this Contract,ordinary wear and tear excepted.
778 18.1. Causes of Loss,Insurance. In the event the Property or Inclusions are damaged by fire,other perils or causes of loss
779 prior to Closing(Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the
780 damage will be paid by insurance(other than the deductible to be paid by Seller),then Seller,upon receipt of the insurance proceeds,
781 will use Seller's reasonable efforts to repair the Property before Closing Date.Buyer has the Right to Terminate under§24.1.,on
782 or before Closing Date,if the Property is not repaired before Closing Date,or if the damage exceeds such sum.Should Buyer elect
783 to carry out this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all insurance proceeds that were
784 received by Seller(but not the Association, if any)resulting from damage to the Property and Inclusions,plus the amount of any
785 deductible provided for in the insurance policy.This credit may not exceed the Purchase Price.In the event Seller has not received
786 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to
787 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's
788 insurance company and Buyer's lender;or(2)the parties may enter into a written agreement prepared by the parties or their attorney
789 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such
790 damage,not exceeding the total Purchase Price,plus the amount of any deductible that applies to the insurance claim.
791 18.2. Damage,Inclusions and Services. Should any Inclusion or service(including utilities and communication services),
792 system,component or fixture of the Property(collectively Service)(e.g.,heating or plumbing),fail or be damaged between the date
793 of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement of such Inclusion
794 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or
795 replacement of such Inclusion or Service is not the responsibility of the Association,if any,less any insurance proceeds received by
796 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before
797 Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§24.1.,on or before Closing Date, or,at the
798 option of Buyer,Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must
799 not exceed the Purchase Price.If Buyer receives such a credit,Seller's right for any claim against the Association,if any,will survive
800 Closing.
801 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may
802 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing,of such condemnation
803 action.Buyer has the Right to Terminate under§24.1.,on or before Closing Date,based on such condemnation action,in Buyer's
804 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and
805 Inclusions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value
806 of the Property or Inclusions,but such credit will not include relocation benefits or expenses or exceed the Purchase Price.
807 18.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the
808 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
809
810 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract,Buyer and Seller acknowledge that
811 their respective broker has advised that this Contract has important legal consequences and has recommended: (1)legal examination
812 of title;(2)consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal
813 and tax implications;(3)to consult with their own attorney if Water Rights,Mineral Rights or Leased Items are included or excluded
814 in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be
815 engaged and consulted.Such consultations must be done timely as this Contract has strict time limits,including deadlines,that must
816 be complied with.
817
818 20. TIME OF ESSENCE,DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract.
819 This means that all dates and deadlines are strict and absolute. If any payment due,including Earnest Money, is not paid,honored
820 or tendered when due,or if any obligation is not performed timely as provided in this Contract or waived,the non-defaulting party
821 has the following remedies:
822 20.1. If Buyer is in Default:
823 E 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money(whether or not paid
824 by Buyer)will be paid to Seller and retained by Seller.It is agreed that the Earnest Money is not a penalty,and the parties agree the
825 amount is fair and reasonable.Seller may recover such additional damages as may be proper.Alternatively,Seller may elect to treat
826 this Contract as being in full force and effect and Seller has the right to specific performance or damages,or both.
827 20.1.2. Liquidated Damages,Applicable. This§20.1.2.applies unless the box in&20.1.1.is checked.Seller may
828 cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller. It is agreed that
829 the Earnest Money amount specified in §4.1. is LIQUIDATED DAMAGES and not a penalty,which amount the parties agree is
830 fair and reasonable and(except as provided in§§ 10.4.and 21),such amount is SELLER'S ONLY REMEDY for Buyer's failure to
831 perform the obligations of this Contract.Seller expressly waives the remedies of specific performance and additional damages.
832 20.2. If Seller is in Default:
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833 20.2.1. Specific Performance,Damages or Both. Buyer may elect to treat this Contract as canceled,in which case
834 all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper.
835 Alternatively,in addition to the per diem in§ 17(Possession)for failure of Seller to timely deliver possession of the Property after
836 Closing occurs,Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance
837 or damages,or both.
838 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract,to
839 include,but not limited to,failure to timely disclose Association violations known by Seller,failure to perform any replacements or
840 repairs required under this Contract or failure to timely disclose any known adverse material facts,Seller remains liable for any such
841 failures to perform under this Contract after Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this
842 Contract are reserved and survive Closing.
843 21. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration
844 or litigation relating to this Contract, prior to or after Closing Date,the arbitrator or court must award to the prevailing party all
845 reasonable costs and expenses,including attorney fees,legal fees and expenses.
846 22. MEDIATION. If a dispute arises relating to this Contract(whether prior to or after Closing)and is not resolved,the parties
847 must first proceed,in good faith,to mediation.Mediation is a process in which the parties meet with an impartial person who helps
848 to resolve the dispute informally and confidentially.Mediators cannot impose binding decisions.Before any mediated settlement is
849 binding,the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator
850 and will share equally in the cost of such mediation.The obligation to mediate,unless otherwise agreed,will terminate if the entire
851 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that
852 party's last known address(physical or electronic as provided in § 26).Nothing in this Section prohibits either party from filing a
853 lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This
854 Section will not alter any date in this Contract,unless otherwise agreed.
855 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest
856 Money following receipt of written mutual instructions,signed by both Buyer and Seller. In the event of any controversy regarding
857 the Earnest Money,Earnest Money Holder is not required to release the Earnest Money.Earnest Money Holder,in its sole subjective
858 discretion,has several options:(1)wait for any proceeding between Buyer and Seller;(2)interplead all parties and deposit Earnest
859 Money into a court of competent jurisdiction(Earnest Money Holder is entitled to recover court costs and reasonable attorney and
860 legal fees incurred with such action);or(3)provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of
861 the Summons and Complaint or Claim(between Buyer and Seller)containing the case number of the lawsuit(Lawsuit)within one
862 hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest
863 Money to Buyer.In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time
864 of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court.The parties reaffirm the
865 obligation of§22(Mediation).This Section will survive cancellation or termination of this Contract.
866 24. TERMINATION.
867 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the
868 termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate),provided such written
869 notice was received on or before the applicable deadline specified in this Contract.If the Notice to Terminate is not received on or
870 before the specified deadline,the party with the Right to Terminate accepts the specified matter,document or condition as satisfactory
871 and waives the Right to Terminate under such provision. Any Notice to Terminate delivered after the applicable deadline specified
872 in the Contract is ineffective and does not terminate this Contract.
873 24.2. Effect of Termination. In the event this Contract is terminated,all Earnest Money received hereunder must be timely
874 returned to Buyer and the parties are then relieved of all obligations hereunder,subject to§§ 10.4.and 21.
875 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified
876 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining
877 thereto,whether oral or written,have been merged and integrated into this Contract.No subsequent modification of any of the terms
878 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or
879 obligation in this Contract that,by its terms,exists or is intended to be performed after termination or Closing survives the same.
880 Any successor to a party receives the predecessor's benefits and obligations of this Contract.
881 26. NOTICE,DELIVERY AND CHOICE OF LAW.
882 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing,except as provided in
883 §26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or
884 notices for such party,Broker,or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing
885 must be received by the party,not Broker or Brokerage Firm).
CBS3-6-24. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 17 of 20
886 26.2. Electronic Notice. As an alternative to physical delivery,any notice may be delivered in electronic form to Buyer or
887 Seller,any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker
888 working with such party(except any notice or delivery after Closing,cancellation or Termination must be received by the party,not
889 Broker or Brokerage Firm)at the electronic address of the recipient by facsimile,email or NSA
890 26.3. Electronic Delivery.Electronic Delivery of documents and notice may be delivered by:(1)email at the email address
891 of the recipient,(2) a link or access to a website or server provided the recipient receives the information necessary to access the
892 documents,or(3)facsimile at the facsimile number(Fax No.)of the recipient.
893 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with
894 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property
895 located in Colorado.
896 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and
897 Seller,as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to§26 on or before
898 Acceptance Deadline Date and Acceptance Deadline Time.If accepted,this document will become a contract between Seller and
899 Buyer. A copy of this Contract may be executed by each party,separately and when each party has executed a copy thereof, such
900 copies taken together are deemed to be a full and complete contract between the parties.
901 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including,but not limited
902 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance,
903 Record Title and Off-Record Title;New ILC,New Survey;and Property Disclosure,Inspection,Indemnity,Insurability and
904 Due Diligence.
905 29. BUYER'S BROKERAGE FIRM COMPENSATION. Buyer's brokerage firm's compensation will be paid,at Closing,as
906 follows:
907 ❑ 29.1. %of the Purchase Price or$NSA by Seller. Buyer's brokerage firm is an intended third-party
908 beneficiary under this provision only. The amount paid by Seller under this provision is in addition to any other amounts Seller is
909 paying on behalf of Buyer elsewhere in this Contract.
910 ❑ 29.2. %of the Purchase Price or$NSA by Buyer pursuant to a separate agreement between Buyer and
911 Buyer's brokerage firm. This amount may be modified between Buyer and Buyer's brokerage firm outside of this Contract.
912 ❑ 29.3. %of the Purchase Price or$WA by a separate agreement between Buyer's brokerage firm and
913 Seller's brokerage firm.
914 ADDITIONAL PROVISIONS AND ATTACHMENTS
915 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate
916 Commission.)
917
918 N/A
919
920
921
922
923
924
925
926
927 31. OTHER DOCUMENTS.
928 31.1. Documents Part of Contract. The following documents are a part of this Contract:
929 N/A
930
931
932 31.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract:
933
934 N/A
935
CBS3-6-24. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 18 of 20
936 SIGNATURES
937
Buyer's Name: County of Weld,Colorado Buyer's Name:
A4---/- JAN 2 8 2026
Buyer's Signatur Date Buyer's Signature Date
Address: 115o o Street Address:
Greeley,CO 80631
Phone No.: (970)400-4200 Phone No.:
Fax No.: Fax No.: _
Email Address: BOCC-Contracts@weld.9ov Email Address:
938 [NOTE: If this offer is being countered or rejected,do not sign this document.'
Seller's Name: High Plains Medical,LLC Seller's Name:
/4/OZ 1_
Selle s S at e Date Seller's Signature Date
Address: 914 11th Avenue Address:
Greeley,CO 80631
Phone No.: (970)352-3161 Phone No.:
Fax No.: Fax No.:
Email Address: JBarry@wobjlaw.com Email Address:
939
940 END OF CONTRACT TO BUY AND SELL REAL ESTATE
BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
A. Broker Working With Buyer
Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest
Money Holder and,except as provided in§23, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written
mutual instructions.Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed
written mutual instructions,provided the Earnest Money check has cleared.
Broker is working with Buyer as a ❑ Buyer's Agent ❑Transaction-Broker in this transaction.
❑Customer. Broker has no brokerage relationship with Buyer. See§ B for Broker's brokerage relationship with Seller.
Brokerage Firm's compensation or commission is to be paid as specified in§29 above.
This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for
compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this
provision.
Brokerage Firm's Name: N/A
Brokerage Firm's License#: N/A
Broker's Name: N/A
CBS3-6-24. CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) Page 19 of 20
7 0Z19—O4Z
Broker's License#:
Broker's Signature Date
Address:
Phone No.:
Fax No.:
Email Address:
B. Broker Working with Seller
Broker ❑ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest
Money Holder and,except as provided in§23,if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written
mutual instructions.Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed
written mutual instructions,provided the Earnest Money check has cleared.
Broker is working with Seller as a ❑Seller's Agent ❑Transaction-Broker in this transaction.
❑ Customer. Broker has no brokerage relationship with Seller. See§A for Broker's brokerage relationship with Buyer.
Brokerage Firm's compensation or commission is to be paid by ❑Seller ❑Buyer ❑Other
This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for
compensation. Any agreement to pay compensation must be entered into separately and apart from this provision.
Brokerage Firm's Name: N/A
Brokerage Firm's License#: N/A
Broker's Name: N/A
Broker's License#:
Broker's Signature Date
Address:
Phone No.:
Fax No.:
Email Address:
941
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