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Home My WebLink About20200767.tiffRESOLUTION RE: APPROVE ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE, AND SOURCE OF WATER ADDENDUM (TBD CR 23, CARR) AND AUTHORIZE CHAIR TO SIGN ALL NECESSARY DOCUMENTS - MICHAEL MCCRERY 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 an Assignment of Contract to Buy and Sell Real Estate, and a Source of Water Addendum, regarding three parcels of land being more particularly described as follows: Parcel #030302400012 - TBD CR 23, Carr; described as Lot D of Recorded Exemption, RECX18-0141; being further described as part of the SE1/4 of Section 2, Township 10 North, Range 67 West of the 6th P.M., Weld County, Colorado ("the Property"), and Parcel #030311100010 - TBD CR 23, Carr; described as Lot D of Recorded Exemption, RECX18-0138; being further described as part of the E1/2 of the E1/2 of Section 11, Township 10 North, Range 67 West of the 6th P.M., Weld County, Colorado ("the Property"), and Parcel #030302400007 - Part of the SE1/4 of Section 2, Township 10 North, Range 67 West of the 6th P.M., County of Weld, State of Colorado ("the Property"), and WHEREAS, the purchase of the Property, for the sum of $650,411.00, is desirable for use by the Department of Public Works for storage and staging of road construction materials that are either mined from the site or delivered by railcar, and WHEREAS, after review, the Board deems it advisable to approve said assigned contract and addendum, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Assignment of Contract to Buy and Sell Real Estate, and Source of Water Addendum, regarding lands as described above, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign all necessary documents to close said purchase. cc:B&(1-rIse), cA(aa/4K) 04 /02/2.0 2020-0767 PR0036 ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE AND SOURCE OF WATER ADDENDUM (TBD CR 23, CARR) — MICHAEL MCCRERY PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 4th day of March, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: da4,O aCI�D•t�C. Mike Freeman , Chair Weld County Clerk to the Board Steve Moeno , Pro-Tem BY: Deputy Clerk to the Board APP ED AS County A ttorney Date of signature: O3/19/2 - Kevin D. Ross \--Th 2020-0767 PR0036 ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE Great Northern Properties, LLLP, a Colorado limited liability limited partnership ("Assignor") hereby assigns to the County of Weld, by and through the Board of County Commissioners of the County of Weld ("Assignee"), all of its right, title and interest in and to that certain Contract to Buy and Sell Real Estate dated December 5, 2019 between Michael J. McCrery, as Seller, and Assignor, as Buyer (the "Contract"), concerning that certain real property known as: LOT D OF RECORDED EXEMPTION NO. 0303-02-4 RECX18-0141, BEING A PART OF THE SE 'A OF SECTION 2, TOWNSHIP ION, RANGE 67W, COUNTY OF WELD, STATE OF COLORADO; AND LOT D OF RECORDED EXEMPTION NO. 0303-11-1 REXC18-0138, BEING A PART OF THE E %2 OF THE E `12 OF SECTION 11, TOWNSHIP ION, RANGE 67W, COUNTY OF WELD, STATE OF COLORADO; AND A PART OF THE SE 1/4 OF SECTION 2, TOWNSHIP 10 NORTH, RANGE 67 WEST OF THE 6TH P. M., COUNTY OF WELD, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS AND CONSIDERING THE SOUTH LINE OF THE SOUTHEAST ONE -QUARTER OF SAID SECTION 2 AS BEARING NORTH 89 DEGREES 28 MINUTES 29 SECONDS EAST WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO; BEGINNING AT THE SOUTH ONE QUARTER CORNER OF SAID SECTION 2, THENCE NORTH 89 DEGREES 28 MINUTES 29 SECONDS EAST 272.15 FEET ALONG THE SOUTH LINE OF SAID SE 1/4 TO THE EASTERLY RIGHT-OF-WAY LINE OF THE UNION PACIFIC RAILROAD; THENCE NORTH 23 DEGREES 11 MINUTES 30 SECONDS WEST 711.07 FEET ALONG SAID RIGHT-OF-WAY LINE TO THE WEST LINE OF SAID SE 1/4; THENCE SOUTH 00 DEGREES 41 MINUTES 18 SECONDS EAST, 656.16 FEET ALONG SAID WEST LINE TO THE POINT OF BEGINNING. Assignee hereby accepts the assignment of all of Assignor's right, title, interest and obligations under the Contract. (Signatures on following page) 2020-0767 IN WITNESS WHEREOF, the Parties execute this Assignment on this y of February, 2020. ASSIGNOR: Great Northern Properties, LLLP a Colorado limited liability company By: '•."~N John D. Wheeler, General Partner ASSIGNEE: County of Weld By the Board of County Commissioners for the County of Weld By: Mike Freeman, Chair 2 F & M Real Estate CO. 1719 E Mulberry Fort Collins, CO 80524 Phone: (970) 484-9088 Fax: (970) 493-8765 1 I The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 2 (SWA35-8-10) (Mandatory 1-11) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 SOURCE OF WATER ADDENDUM 8 TO CONTRACT TO BUY AND SELL REAL ESTATE 9 10 Date: February 25, 2020 11 12 1. ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE. This Source of Water Addendum (Addendum) 13 is made a part of that Contract to Buy and Sell Real Estate between Seller and Buyer dated December 4, 2019 (Contract), 14 for the purchase and sale of the Property 15 16 known as No. TBD WCR 23 Carr Colorado 80612 17 Street Address City State Zip 18 19 2. SOURCE OF POTABLE WATER. Seller discloses the following information for the source of potable water for the 20 Property: 21 22 [Select and complete 1, 2 or 3 as applicable.] 23 ❑ 2.1. The Property's source of water is a Well. Well Permit #: 24 If a well is the source of water for the Property, a copy of the current Well Permit 25 ❑ Is ❑ Is Not attached. 26 27 ❑ 2.2 The Water Provider for the Property can be contacted at: 28 Name: 29 Address: 30 Web Site: 31 Phone No.: 32 33 ❑% 2.3. There is neither a Well nor a Water Provider for the Property. The source of water for the Property is [describe 34 source]: 35 36 37 38 39 NOTE TO BUYER: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE 40 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED 41 SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. SWA35-8-10. SOURCE OF WATER ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE 2/26/2020 10:29 Page 1 of 2 42 11\44, 43 Buyer County of Weld Date Seller Michael J. McCrery Date ATTEST: d�G W ..rClt :1.1 .•.., BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board`. f / WELD COUNTY, COLORADO BY: 0,) puty Clerk to tle Board Freeman, Chair MAR 0 2 2020 SWA35-8-10. SOURCE OF WATER ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE 2/26/2020 10:29 Page 2 of 2 VVHEELER Wheeler Properties, Inc 1130 38th Ave Ste B Pry ernes Gy, Phone:reele{970)352-58600080634 Fax: (970)352-0117 ! The printed portions or this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 2 (TON45-6-16) (Mandatory I -i7) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND 5 TAX OR OTHER COUNSEL BEFORE SIGNING. 6 7 TITLE -RELATED OBJECTION NOTICE 8 9 10 11 This Title -Related Objection Notice to one or more title -related matters involving Record Tide, Off -Record Title, New 1LC, New 12 Survey or Due Diligence (Title -Related Objection Notice) relates to the contract dated December 4, 2019, between 13 Michael JMcCrery(Seller)and Great Northern Properties, T.TJ•P and/or assigns (Buyer), relating 14 to the sale and purchase of the Property known as: T.D NCR 23 Nunn 15 CO 90649 (Contract). Terms used herein shall have the same meaning as in the Contract. 16 I7 I. BUYER'S NOTICE OF OBJECTION TO RECORD TITLE, OFF -RECORD TITLE, NEW ILC, NEW SURVEY, 1 R OR DUE DILIGENCE DOCUMENTS. 19 20 Note to Buyer: Real estate brokers should not give legal advice concerning Record Title, Off -Record Title, New ILC 21 (Improvement Location Certificate), New Survey or Due Diligence Documents. An attorney should be consulted concerning these 22 matters as they may negatively affect the value, ownership and use of the Property. 23 24 25 26 27 28 29 The following are Buyer's specific objections to the matter(s) checked above. 30 Note: Broker may only act as a scrivener in the preparation of these specific objections. 31 1.211) Buyer requires that Seller cause number 1I from Schedule B, Part II (Exceptsons) which refers to a coal lease between Randall P. Yates and Margaret L. Yates (Lessor) and Pacific International Production Company, Inc. (Lessee) to be removed. (Reception # 1722894 recorded June 27, 1977) Dale: January 16, 2020 1.1. Buyer gives notice to Seller that Buyer objects to the matters as checked: 1 ® Record Title 3 Q New 1LC or New Survey 2 Q Off -Record Title 4 Li Due Diligence Documents 32 33 34 35 If Buyer and Seller have not agreed in writing to a settlement of the above matters on or before the applicable Record Title, Off - 36 Record Title, New ILC, New Survey or Due Diligence Documents Resolution Deadline, the Contract will terminate unless Seller 37 receives written notice from Buyer withdrawing this Title -Related Objection Notice on or before expiration of the applicable 38 Resolution Deadline. 39 1.2. Buyer's Specific Objections. TON45-6-16 TITLE -RELATED OBJECTION NOTICE 1/16/2020 11:41 Page 1 of 2 40 41 42 2. BUYER'S WITHDRAWAL OF TITLE RELATED OBJECTION NOTICE. 43 44 Buyer withdraws this Title -Related Objection Notice to the matters checked below and elects to proceed with the Contract. 45 1 Record Title 3 ❑ i New TLC or New Survey 2 46 47 48 Off -Record Title 4 Due Diligence Documents TON4a-6-16 TITLE -RELATED OBJECTION NOTICE 1/16/2020 11:41 Page 2 of 2 portions of this farm. except differentiated additions, have been approved by the Colorado Reaf Estate Commission. (EM9-9-12)(Mandatory 1-13) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. Earnest Money Receipt Date: December 10, 2019 Earnest Money Holder acknowledges receipt of the Earnest Money in the amount of $50,000.00 in the form of Wire, to be held by Earnest Money Holder in its trust account, on behalf of both Seller and Buyer pursuant to the Contract to Buy and Sell Real Estate described below. Until Closing Instructions have been signed by Buyer, Seller and Earnest Money Holder, §24 (Earnest Money Dispute) and §25 (Termination) of the Contract will apply to the holding of the Earnest Money by Earnest Money Holder. Seller: MICHAEL J. MCCRERY Buyer: GREAT NORTHERN PROPERTIES, LLLP, A COLORADO LIMITED LIABILITY LIMITED PARTNERSHIP Date of Contract: December 04, 2019 Date of Closing Instructions: This is for the sale and purchase of the Property described in the Contract and is known as No. TBD WCFI 23, NUNN, CO 80648 Earnest Money Holder: Land Title Guarantee Company By:&NfMt.Q, , NSWL4tf Emma Ainsworth Date: December 10, 2019 Time: Title: Authorized Agent Date: December 10, 2019 Person dropping off check: For Land Title Guarantee Use Only Phone Number: Listing Agent: MICHAEL MCCRERY Phone Number: (970) 484.9088 Buyer's Agent: BRIAN SMERUD Phone Number: (970) 415-0538 Name/Office Location of Closer: Emma Ainsworth, Fort Collins Form 31 closing/receipts/em.receipt.2015.html 25170579 (100011713) III I 111111111 PHI Land Title --SIMtfpd; Wire Transfer in Receipt Bank Number: 1064- FIRSTBANK OF COLORADO Wire Number. 1064`3600968 Requested By: Emma Ainsworth Date: 12-09-2019 Time: 09:34AM Escrow Number: 25170579 Amount. $50,000.00 From Customer: WHEELER PROPERTIES INC From Bank: FIRST FTCOL - 107000262 From Account: FIRST FTCOL - 107000262 From Personnel: Comments: ATTN: EMMA AINSWORTH Escrow Officer Claimed Amount Claim Date Escrow Number Emma Ainsworth 50,000.00 12-10-2019 25170579 Total Claims: $50,000.00 Form 1003 closing/wires/wire_in.html 25170579 (182318) III 11111111 II 11 III 1111111 III F & M Real Estate CO. 1719 E Mulberry Fort Collins, CO S0524 Phone: (970) 484-9088 Fax: (970) 493-8765 { The printed portions of this form. except differentiated additions, have been approved by the Colorado Real E.te Commission. 2 (CP40-bl8) (Iviandi Cory 1-19) I 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 COP7NI RPROP OSAL 8 9 Date: December 5, 2019 I0 11 L This Counterproposal supersedes and replaces any previous counterproposal. This Counterproposal amends the proposed 12 contract dated December 4, 2019 (Contract), between Michael .T. i4cCrery 13 (Seller), and Great Northern Properties, 1.1.1.P and/or assigns (Buyer), relating to the sale and purchase 14 of the following legally described real estate in the County of Weld. Colorado: 15 16 Parcel# 030302400012, P1' 8.89 .2-10-67 201' D ROC EXIDEPT iWCX18-0141, +1-146.020 17 Acres (+1-6,360,632 SF) ; Parcel 0 030302400007, Pr 8X4 2-10-67 CC R4 54 SEC COR TB' 1189D2RE 272.15 W23D11W 711.07 SOOD41E 656.16 TPOB, +1-2.050 Acres (+1-89,298 SF) Together with: PaircelS 030311100010, 92' 52 11-10-67 E02'' D RISC EXEMPT A CX38-0138, +1-154.700 Acres (+41-6,738,732 SF) For a grand total of +/-302.77 Acres (+1-13,188,661 SF) 18 known as No. TBD NCR 23 Carr Colorado 80612 19 Street Address City State Zip 20 21 2. ii 3. DATES AND DEADLINES. No Change 26 3. l? 4. PURCHASE PRICE AND TERMS. No Change 28 29 4. ATTACHMENTS. The following are a part of this Cornterproposal: 30 31 32 33 Note: The following documents have been provided bet are not a part of this Counterproposal 34 35 36 37 S. OTHER CHANGES. 38 (any). 1. Michael .7. McCrery is a licensed Real Estate Broker in The State of Colorado. 2. Price is °hanged to $650,000. 3. Regarding Sections 9 and 10.6.4 - In the event Buyer does not purchase the property, Seller will be provided with copies of any surveys or environmental studies that i.8. COUNTERPROPOSAL 12(5/2019 13:41 Page I of 3 Phone No.: Fax No.: Email Address: have been completed on tie property if any at Buyer's expense. 4. Regarding Sections 10.6.1.10 and 10.5.1.11 - Seller does not have any of the documents requested in these Sections of the Contract and will not be able to provide them. 5. 1031 Exchange - At the request of Seller, Buyer shall cooperate frith Seller in the achievement oft* tax -deferred zeal estate exchange pursuant to Section 1031 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. A material part of the consideration to Seller is Buyer's promise of cooperation. Buyer shall not be required to incur any additional liability or expense in connection with Seller's tax -deferred exchange transaction. 6. Seller will not be providing a Seller's Property Disclosure. 7. Buyer understands no minerals are included in the sale. Any and all mineral rights are excluded from the sale. 8. The property's enrolled in the CRP program. Seller sill provide Buyer with copies of the CRP contracts on or before the Off -Record Title Deadline. 39 40 41 6. ACCEPTANCE DEADLINE. This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced 42 by their signatures below and the offering party to this document receives notice of such acceptance on or before 43 December 12, 2019 5:00 P.M.. . 44 Date Time 45 46 If accepted, the Contract, as amended by this Counterproposal, will become a contract between Seller and Buyer. All other terms 47 and conditions of the Contract remain the same. 48 Buyer's Name: Great Northern Properties, LLLP and/or assigns 17S I/ Buyer's'Signatz elderl f Address: ,r 1130 38th Avenue Suite B Greeley, CO 80634 970-352-5860 970-352-0117 gwheeler8wheelerproperitesinc.care Seller's Name: Michael J. Mcc.Crexy s alt`, Seller's Signatur tchael ilI.cerery • `'15,fei Date Date CP40-6.18. COUNTERPROPOSAL 12512019 13:41 Pagel af3 Address: Phone No.: Fax No.: Email Address: 1719 S. Nu_berry Street Fort Collins, CO 80524 970-314-7612 970-493-6765 michaelaccrasy9colorado-land. corn 49 Note: When this Counterproposal form is used, the Contract is not to be signed by the party initiating this Counterproposal. 50 Brokers must complete and sign the Broker's Acknowledgements and Compensation Disclosure portion of the Contact. 51 CP 18. COUNTERPROPOSAL 12f5RI19 13:41 Page 3e3 of 3 F&MRealEstateCO. 1719E Mulberry Fort Collins, CO 80524 Phone: (970) 484-9088 Fax: (970) 493-8765 1 I The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 2 (CP40-6-18) (Mandatory 1-19) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 COUNTERPROPOSAL 8 9 Date: December 5, 2019 10 11 1. This Counterproposal supersedes and replaces any previous counterproposal. This Counterproposal amends the proposed 12 contract dated December 4, 2019 (Contract), between Michael J. McCrery 13 (Seller), and Great Northern Properties, LL.t<P and/or assigns (Buyer), relating to the sale and purchase 14 of the following legally described real estate in the County of Veld, Colorado: 15 16 Parcel(' 030302400012, PT SE9 2-10-67 LOT D REC ZXERPT RECX18-0141, +1-146.020 17 Acres (+1-6,360,632 SF) ; Parcel 5 030302400007, PT SE4 2-10-67 COMM S4 SEC COR TA N89D28E 272.15 N23D11W 711.07 S00D41E 656.16 TPOB, +1-2.050 Acres (+1-89,298 SF); Together with: Parcel, 030311100010, PT E2 11-10-67 LOT D REC EX1PT RECX18-0138, +1-154.700 Acres (+1-6,738,732 SF) For a grand total of +/-302.77 Acres (+1-13,188,661 SF) 18 known as No. TED WCR 23 Carr Colorado 80612 19 Street Address 20 21 2. § 3. DATES AND DEADLINES. No Change City State Zip 26 3. § 4. PURCHASE PRICE AND TERMS. No Change 28 29 4. ATTACHMENTS. The following are a part of this Counterproposal: 30 31 32 33 Note: The following documents have been provided but are not a part of this Counterproposal. 34 35 36 37 5. OTHER CHANGES. 38 (Property). 1. Michael J. McCrery is a licensed Real Estate Broker in The State of Colorado. 2. Price is changed to $650,000. 3. Regarding Sections 9 and 10.6.4 - In the event Buyer does not purchase the property, Seller will be provided with copies of any surveys or environmental studies that (P40.6.18. COUNTERPROPOSAL 12!51201913:41 Page 1 of 3 have been completed on the property if any at Buyer's expense. 4. Regarding Sections 10.6.1.10 and 10.6.I.11 - Seller does not have any of the documents requested in these Sections of the Contract and will not be able to provide them. 5. 1031 Exchange - At the request of Seller, Buyer shall cooperate with Seller in the achievement of a tax -deferred real estate exchange pursuant to Section 1031 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. A material part of the consideration to Seller is Buyer's promise of cooperation. Buyer shall not be required to incur any additional liability or expense in connection with Seller's tax -deferred exchange transaction. 6. Seller will not be providing a Seller's Property Disclosure. 7. Buyer understands no minerals are included in the sale. Any and all mineral rights are excluded from the sale. 8. The property As enrolled in the CRP program. Seller will provide Buyer with copies of the CRP contracts on or before the Off Record Title Deadline. 39 40 41 6. ACCEPTANCE DEADLINE. This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced 42 by their signatures below and the offering party to this document receives notice of such acceptance on or before 43 December 12, 2019 6:00 P.M. . 44 Date 45 46 If accepted, the Contract, as amended by this Counterproposal, will become a contract between Seller and Buyer. All other terms 47 and conditions of the Contract remain the same. 48 Time Buyer's Name: Great Northern Properties, LLLP and/or assigns Buyer's'5ignature rc Wheeler Address: /f 1130 38th Avenue Suite B Greeley, CO 80634 Phone No.: 970-352-5860 Fax No.: 970-352-0117 Email Address: gwheeler(wheelerproperitesinc. caws Seller's Name: Michael J. McCrery E } tsiti','-41,4 Seller's Signs r 1Tl hael J: cCrery 451/7 Date Date CP40.6-1& COUNTERPROPOSAL 1 2/51201 9 13:41 Page 2 of 3 Address: Phone No.: Fax No.: Email Address: 17I9 E. Mulberry Street Fort Collins, CO 80524 970-214-7612 970-493-8765 michaelmccrery@aolorado-1and.com 49 Note: When this Counterproposal form is used, the Contract is not to be signed by the party initiating this Counterproposal. 50 Brokers must complete and sign the Broker's Acknowledgements and Compensation Disclosure portion of the Contract. 51 CP40-G18. COUNTERPROPOSAL 12/5/201913:41 Page 3 of 3 HEELEEL R Wheeler Properties, Inc 1130 38th Ave Ste B Greeley9, CU 80634 Pr©Prt1' Phone: (70)352-5860 Fax: (970)352-0117 1 I The printed portions of this form, except additions, have been approved by the Colorado Real Estate Commission, 1 2 f (C13S4-5-19) (Mandatory 7-19) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 8 9 10 11 12 13 CONTRACT TO BUY AND SELL REAL ESTATE (LAND) ( x❑ Property with No Residences) f ❑ Property with Residences —Residential Addendum Attached) AGREEMENT Date: Becember 4. 2019 14 1. AGREEMENT. Buyer agrees to buy and Seller agues 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. Great Northern Preipex-ties, LLLP and/or assigns, (Buyer) wilt take title 18 to the Property described below as ❑ Joint Tenants O Tenants In Common 0 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. Michael ,3' McCrary (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 Parcol# 030302400012, PT SE4 2-10-67 LOT D REC EfV T RECX18-0141; +i-.;4.020 Acres 360, 632 SF) Together with: Permit t 1}3031110001©, PT £2 11--10-67 LOT V REC dt PT REcX18-0138f t/-154 , 700 Acres (+1-5, 738, 732 SF) 24 25 26 27 2g 29 30 together with the interests, Casetnonts, rights, benefits, iniprovernents and attached fixtures appurtenant thereto and all interest of 31 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 32 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 33 2.5,1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price 34 unless excluded under Exclusions: 35 vacant land with fences 36 37 38 If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the 39 Purchase Price. 40 2.5.2. Personal Property - Conveyance. Any personal property must be conveyed at. Closing by Seller free and 41 clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except WA. For a grand tot a? of +'-300.72 Acres (+1-23,0,99,363,2 sr) known as No. Street Address TBD NCR 23 1Vurm City CO 80648 State Zip CSS4-5-19. CONT CT TO BUY AND SELL. REAL ESTATE (LAND) I2/4/20i9 9:59 4 Page 1 of 1.9 Buyer Initials Seller initials 42 Conveyance of allpersonal property will be by bill of sale or other applicable legal instrument. 43 2.6. Exclusions, The following items are excluded (Exclusions): 44 None 45 46 47 2.7. Water Rights, Well Rights, Water and Sewer Taps. 48 tI 2.7.1. Deeded Water Rights. The following legally described water rights: 49 Any Seller mined rights, of any, shall ba transferred' to Boyer at closing. 50 51 52 Any deeded water rights will be conveyed by a good and sufficient Appropriate deed at Closing. 53 O 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in f§2.7. t, 2.7.3, 2.7.4 54 and 2.7.5. will be transferred to Buyer at Closing: 55 Any Seller owned ricrbrs, ,if any, shall be transferred to Buyer at closing. 56 57 58 lE 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if 59 the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, 60 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 61 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 62 registration of existing well form for the well and pay the cost of registration. If no person will he providing a closing service in 63 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 64 Any. 65 2.7.4. Water Stack Certificates. The water stock certificates to be transferred at Closing are as follows: 66 Any Seller owner rights, if any, shall be transferred to Buyer at closing. 67 68 Oh 2.7.5. Water and Sewer Taps. The parties agree that water and sewer taps listed below for the Property are being 70 conveyed as part of the Purchase Price as follows: 71 None 73 73 74 If any water or sewer taps are included in thesale, Buyer is advised to obtain, from the provideiy written confirmation of 75 the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps. 76 2.7.6. Conveyance. If Buyer is to receive any right., to water pursuant to f 2.7.2 (Other Rights Relating to Water), 77 § 2.7.3 (Well Rights), § 2.7.4 (Water Stock: Certificates), or § 2.7.5 (Water and Sewer Taps), Seller agrees to convey such rights to 78 Buyer by executing the applicable legal instrument at Closing. 79 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 80 Growing Crops, if any, will .ba recrotiated by Buyer and Seller praox to closing. 81 82 83 3. DATES, DEADLINES AND APPLICABILITY. 84 3.1. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 § 4.3 Alternative Earnest Money Deadline 5 clays eftat< MLC Title 2 § 8.1, § 8.4 Record Title Deadline 10 days after MEC 8.2, § 8.4 Record Title Objection Deadline 45 days after NEC 8.3 Off -Record Title Deadline 10 days After NEC 5 § 8:3 Of Record Title Objection Deadline 4S days after MC Ct1S4.5.19. CONR 'Y Tit) BUY AND SELL REAL ESTATE (LAM)) 1214/2019 9:59 Buyer Initials Seller Initials Page 20129 6 § 8.5 7 §8,6 Title Resolution Deadline Right of First Refusal Deadline 50 days after �fEC N/A Owners' Association 8 §7:2 9 § 7.4 Association Documents Deadline Association Documents Termination Deadline N/A Seller's Disclosures 10 §10.1 1 t § 10.10 Seller's Property Disclosure Deadline Lead -Based Paint Disclosure Deadline (if Residential Addendum attached) 10 days after MC 'lA Loan and Credit 12 § 5.1 § 5.2 § 5.3 §5.Y § 5.4 a 5.4 § .$4 New Loan Application Deadline New Loan Termination Deadline WA NIA N/1 N/fit N/A N/A 13 14 Buyer's Credit .Information Deadline Disapproval of Buyer's Credit Information Deadline Existing Loan Deadline Existing Loan Termination Deadline Loan Transfer Approval Deadline Seller or Private Financing Deadline 15 16 17 i _ 18 19 ( §4.7 WA Appraisal 20 6.2 Appraisal Deadline. N/A —r 2? § 6.2 Appraisal Resolution Deadline N A Survey 23 § 9.1 Ite ILC or New Survey Deadline 30 day after MC 24 § 9.3 New ILC or New Survey Objection Deadline 75 days nicer NEC 25 § 9.3 New ILC or New Survey Resolution Deadline 8u days aftex NEC inspection and Due Diligence ut : � 26 § 10.3 Inspection Objection Deadline 73 days after NEC 27 #1 § 10.3 Inspection Termination Deadline 80 days after NEC 28 i § 10.3 Inspection Resolution Deadline 80 days atter MC 29 § 10.5 Property Insurance Termination Deadline P__ 30 § 113.6 Due Diligence Documents Delivery Deadline 30 days after MCC 31 § 10.6 Due Diligence Documents Objection Deadline 75 days after NEC 32 § 10.6 Due Diligence Documents Resolution Deadline f O days after NEC 33 § 10.6 Environmental Inspection Termination Deadline 73 days after X 34 § 10.6 ADA Evaluation Termination Deadline N/A 35 § 10.7 Conditional Sale Deadline hVA 36 § 10.10 Lead -Based Paint Termination Deadline (if Residential Addendum attached) NIA 37 § 11 1,11.2 Estoppel Statements Deadline WA. 38 4 11.3 Estoppel Statements Termination Deadline N/A Closing and Possession " t I 39 * 12.3 Closing Date 90 dais after MC or 00 40 § 17 Possession Date Deus of Closing 4i § 17 Possession Time At time of closirsg 42 § 28 Acceptance Deadline Date December 5, 2029 43 § 28 Acceptance Deadline Time 5:00 pm $s0.2 Due Diligence Inspection Period 75 days frost NEC X30. 4 Buyer's .rsgrht to Assign Data of Closing 85 3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. if any deadline 86 blank in * 3.1 (Dates and Deadlines) is left blank at completed with the abbreviation "NIA", or the word "Deleted", such deadline C#S4.3-19, C(A ' C't;Tel BUY AND SEL.t, REAL ESTATE (LAND) )2/4/2019 9:54 Page 3of10 Buyer initials _tf - Seller initials 87 is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision that contains 88 a selection of "None', such provision means that "None" applies. 89 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 90 4. PURCHASE PRICE AND TERMS. 91 4.1. Price and Terms. The Purchase Price set forth below is payable in tJ,S. Dollars by Buyer as follows. Rent No. Reference Item Amount Atttouot 1 4.1 Purchase Price $ 62ti, 27...8 2 _ 43 earnest Money�' 3 i 50, 000.04 3 ' 4.5 New Loan t /1t 4 4.6 Assum on ,Balance S fig/• 5 § 4.7 Private Financing ";� ist/A 6 ��' 4.7 Seller financing rz S V V>"Y' ^+ 4 9 xV � ,. � � ,, ' 7 ' 3+f/A N/A iY/A 14 A 8 Y4/A 1t.*/s N/A N/A 9 U § 4.4 Cash. at Closing $ 5 6.175.28. i0 TOTAL ` $ 616, 2 7.9.28 S 6'16{ .I 75.28 92 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ N/A (Seller Concession). The Seller 93 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender 94 and is included in the Closing Statement rr Closing Disclosure at Closing. Examples of allowable items to he paid for by the Seller 95 Concession include. but are not limited to. Buyer's closing costs, loan discount points, loan origination fees. prepaid items and any 96 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to. any sum Seller has agreed to pay or credit Buyer 97 elsewhere in this Contract. 98 4.3. Earnest Money. The Earnest Money set forth in this Section, in the farm of a Buyers Business Check or Wire, will be 99 payable to and held by Zane! 2' tie, Greeley, Colorado {Earnest Money Holder), in its trust account, on behalf of 100 both Seller and Buyer The Earnest Money deposit must be tendered, by Buyer, with this Contract unless theparties mutually agree 101 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the 102 company conducting the Closing ;Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 103 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 104 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 105 Money Holder in this transaction will be transferred to such fund. 106 4.3.I. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 107 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 108 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates. Buyer is entitled to the 09 return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in 110 § 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller t 11 agree., to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), 112 within three days of Seller's receipt of such form. 113 4.4. Form of Funds; Time of Payment; Available Funds. 14 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing l 15 and closing costs, must be in funds that comply with all applicable Colorado taws, including electronic transfer funds, certified i 16 check, savings and loans teller's check and cashier's check (Good Funds). 117 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be 118 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing 119 OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date ci this Contract. ft! Does 120 O Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated a.s Cash at Closing 121 in §4.1,. 122 4S. New Lean. OMITrEL AS INAPPLICABLE. 133 4.6. Asswnption. OMITTED AS INAPPLICABLE. 146 4.7. Seller or Private Financing. OP4I TIED AS INAPPLICABLE. Cwc4-5.19. CON CT TO BUY ANDSELL REAL ESTATE (LAND) 12/4/_019 9:39 .N1 Page 4 a4 19 buyer initials Seller initial; 163 TRANSACTION PROVISIONS 164 S. FINANCING CONDITIONS AND OBLIGATIONS. 165 S.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 166 Loan), or if an existing loan is not' to be released at Closing, Buyer, if required by such lender, must make an application verifiable 167 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. 168 5.2. New Loan Review. if Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 169 upon Buyer detertnining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 170 availability; payments, interest rate, terms. conditions and cost_ This condition is for the sole benefit of Buyer. Buyer has the Right 171 to Terminate under § 2.5.1. on or :,efore New Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer's 172 sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan lithe objection is based on the Appraised 173 Value (defined below) or the Lender Requirements (defined below). IF SELLER IS NOT IN DEFAULT AND DOESNOT 174 TIMELY RECEIVE BUYER'S WRIWEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE 175 NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey), 176 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 177 of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be in Seller's sole subjective .178 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information. Deadline, at Buyer's expense, information 179 and documents (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents 180 that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information and documents received by Seller 181 must be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at 182 Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under § 25.1, on or before Closing. if 183 Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to 184 .Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline. 185 5.4. Existing Loan Review. I' an existing loan is not to be released at Closing. Seller must deliver copies of the loan 186 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer. 187 this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer has the Right to 188 Terminate under § 25 I, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 189 documents. in Buyer's sole subjective discretion. If the lender's approval of a transfer of the Property is required, this Contract is 190 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender's 191 approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right 192 to Terminate under § 25.1. on or before Closing, in Seller's sole subjective discretion. if Seller is to be released from liability under 193 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 194 6. APPRAISAL PROVISIONS. 1.95 6.1. Appraisal Definition. An 'Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on 196 behalf of Buyer or Buyer's lendeer, to determine the Property's market value (Appraised Value). The Appraisal may also set forth 97 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be 198 valued at the Appraised Value. 199 6.2. Appraisal Condition, The applicable appraisal provision set forth below applies to the respective loan type set forth 200 in § 4.5.3, or if a cash transaction (i.e. no financing). § 6.2.1 applies. 201 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 202 Purchase Price, or if the Appraisal is nor received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 203 Objection Deadline, notwithstanding § 8.3 or § 13: 204 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25,1, that this Contract is terminated; 205 or _'06 6.2.1.2, Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy a the 207 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 208 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 209 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before 4praisal Resolution 210 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of 211 the Appraisal Objection before su. h termination, i.e., on or before expiration of Appraisal Resolution Deadline. 212 6.3. Lender Property Requirements. Tf the lender imposes any written requirements, replacements, removals or repairs. 213 including any specified in the Appraisal (Lender Requirements) to he made to the Property (e.g., roof repair, repainting), beyond 214 those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller's 2! 5 receipt of the Lender Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 216 the Lender requirements; (21 the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is 217 waived in writing by Buyer. CBS4.S-19, CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019'9:54 /OM PageSol IS Buyer Initials Seller initials 218 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by ® Buyer 219 Q Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's 220 agent or all three. 221 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common interest Community and 222 subject to the declaration (Association). 223 7.L Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 224 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 225 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 226 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 227 ASSOCIATION. THE DECLARATION. BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 228 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 729 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 230 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT THE DECLARATION, BYLAWS 231 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 232 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 233 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 234 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOW) INVESTIGATE THE FINANCIAL 235 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 236 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 237 ASSOCIATION. 238 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below). 239 at Seller's expanse, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 240 Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents ss fuillled upon Buyer's receipt 241 of the Association Documents, regardless of who provides such documents. 242 7.3. Association Documents. Association documents (Association Documents) consist of the following: 243 7.3.i. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 244 rules and regulations, party wall agreements arid the Association's responsible governance policies adopted under § 38-33.3-209.5, 245 C.R.S.: 246 7.3,2. Minutes of: (I ) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings; 247 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, cg.s. (Annual 248 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the prrxeding 249 minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 73.2, collectively, Governing Documents); and 2.50 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, 251 but not limited to, property. general liability, association director and officer professional liability and fidelity policies. The list must 252 include the company names, policy limits, policy deductibles. additional named insureds and expiration dates of the policies listed 253 (Association insurance Documents): 254 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as 255 disclosed in the Association's last Annual Disclosure; 256 73.5. The Association's most recent financial documents which consist of: (I) the Association's operating budget '257 for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for 258 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent 259 available financial audit or review_ (4) list of the fees and charges (regardless of name of title of such fees or charges) that the 260 Association's community association manager or Association will charge in connection with the Closing including, but not limited ''6! tc. any fee incident to the issuance of the Association's statement of assessments (Status Letter). any rush or update fee charged for 262 the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of 261 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 264 7,3.5, collectively. Financial Doct.ntents); 265 73.6. Any written notice from the Association to Seller of a "construction defect action)" u:nde' § 38-33.3-303.5, 266 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction 267 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2 268 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common 269 elements or limited common elements of the Association property. 270 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 271 Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any 272 of the Association Documents, in. Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 273 .Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by Buyer's Notice to CBS4-5-29. COLL. .T TO BUY AND SF REAL ESTATEILANB1 124/2019 9:59 2 /'l Page 6 of i9 Buyer Ini1i ds Seller iidltats 274 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 275 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 276 Date, Buyer's Notice to Terminate must he received by Seller on or before Closing. If Seller does not receive Buyer's Notice to 277 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 278 to Terminate under this provision, notwithstanding the provisions of § &6 (Right of First Refusal or Contract Approval). 279 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 280 8.1. Evidence of Record Title. 281 ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked. Seller will select the title insurance company 282 to furnish the owner's tide insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish to Buyer, 283 a current commitment for an owror's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if this 284 box is checked, O an Abstract of Tide certified to a current date. Seller will cause the title insurance policy to be issued and 285 delivered to Buyer as soon as practicable at or after Closing. 286 O 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company 287 to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline. Buyer must furnish to Seller, a 288 current commitment for owner's title insurance policy (Title Commitment), in an amount equal to me Purchase Price. 289 If neither box in § 8.1.1. or § 8.1.2 is checked, § 81,I applies. 290 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment J Will O Will Not contain Owner's 291 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard 292 exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, 293 (5) gap period (period between die effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid 294 taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be 295 paid by Q Buyer O Seller O One -Half by Buyer and One -Half by Seller O Other Buyer. 296 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC re delete or insure over 297 any or all of the standard exceptions for OEC. The Tide Insurance Company may require a New Survey or New ILC, defined below, 298 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under 299 § 8.5 (Right to Object to Title, Resolution). 300 8.1.4. Title Documents. Title Documents consist of the following! ( t) copies of any plats, declarations. covenants, 301 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 302 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively. Title 303 Documents). 304 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Tide Deadline, copies of all Title 305 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 306 where the Property is located. The cast of furnishing copies of the documents required in this; Section will be at the expense of the 307 party or parties obligated to pay for the owner's title insurance policy. 308 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 309 portion of the roperty (Abstract of Title) in Seller's possession on or before Record Title Deadline. 310 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 311 Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's 312 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13. or 313 any other unsatisfactoy title condition, in Buyer's sole subjective discretion. If the Abstract of Tide, Title Commitment or Title 314 Documents arc not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Tide Cornrnittrrcnt 315 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment wilt be delivered to 316 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (I ) any 317 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 318 or (3) any endorsement to the Title Commitment, if Seller receives Buyer's Notice to Terminate or Notice of Title Objection, 319 pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to 3217 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyei all documents required by § 8.1 (Evidence :121 of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objectionby the applicable deadline 322 specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents 323 as satisfactory 324 8.3. Off -Record Title. Seiler must deliver to Buyer, on or before Off -Record Tide Deadline, true copies of all existing 325 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without .326 linutatiou, governmental improvements approved, but not yet installed) or other title matters (including, without limitation. rights of 327 first refusal and option:;) not shown by public records, of which Seller has actual knowledge (Off -Record Matters). This Section 328 excludes any New ILC or New Survey governed under § 9 (New ILC. New Survey). Buyer has the tight to inspect the Property to 329 investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded casement, boundary line ('054.5.19. CONTR. ACT "5O H11X AND SELL REAL ESTATE (LAND) 12/42019 9:59 Page 7of19 Buyer Initials Seller initials 330 discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether 331 disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) anti § 13 (Transfer of Title)), in Buyer's 332 sole subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. Van Ott Record Matter 333 is received by Buyer after the Off -Record Title Deadline. Buyer has until the earlier of Closing or ten days after receipt by Buyer 334 to review and object to such Off -Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant 335 to this § 8.3 (Off -Record Title), any tide objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title, 336 Resolution). If Seller does not receive Buyer's Notice to Terminate or Notic of Title Objection by the applicable deadline specified 337 above, Buyer accepts tide subject to such Off -Record Matters and rights, if any, of third parties not shown by public records of which 338 Buyer has actual knowledge. 339 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 340 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 341 PROPERTY -WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 342 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 343 CIRCUMSTANCES ARISE RESCUING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 344 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 345 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 346 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING 347 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 348 RECORDER, OIi THE COUNTY ASSESSOR. 349 A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate) 350 must be delivered to Buyer on or before Record Title Deadline. if the Property is located within a special taxing district and such 351 inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may object, on or before Record Title Objection 352 Deadline. If the Tax Certificate shows that the Property is included in a special taxing District and is received by Buyer after the 353 Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 354 inclusion in a special taxing district as unsatisfactory to Buyer. 355 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective discretion, to any title matters 356 includes those matters set forth ie § 8.2 (Record Title), § 8.3 (Off -Record Tule), § 8 4 (Special Taxing District) and § 13 (Transfer 357 of Tide). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 358 8.5,1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of 359 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 360 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives 361 Buyer's written withdrawal of Buyer's Notice of Tide Objection (i.e., Buyer's written notice to waive objection to such iterns and 362 waives the Right to Terminate for that reason). on or before expiration of Title Resolution Deadline. If either the Record Title 363 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title) § 8.3 (Off -Record Title) or § 8.4 364 (Special Taxing Districts), the Tine Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days 365 after Buyer's receipt of the applicable documents; or 366 83.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or before 367 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion 368 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve 369 this Contract, Seller must promptly submit this Contract according to the terns and conditions of Such right. If the bolder of the right 370 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate if the .371 right of first refusal is waived explicitly or expires. or the Contract is approved, this Contract will remain in full force and effect. 372 Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 373 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 374 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should he reviewed 375 carefully. Additionally, other matters not reflected in the Title Documents may aftect the title, ownership and use of the Property, 376 including. without limitation, boundary lines and encroachments, set -back requirements: area, zoning, building code violations, 377 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 378 laws and governmental regulations concerning land use, development and environmental matters. 379 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 380 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER 381 OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 382 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERAL, GEOTHERMAL 383 ENERGY OR WATER ON OR UNDER THE SURFACE OF TtlE PROPERTY, WHICH INTERESTS MAY GIVE THEM 384 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 385 GAS OR WATER. 386 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO CBS4.5-19. CONT CT TO !WY AND SELL REAL ESTATE (LAND) 12/4/2619 9:59 Alare 8 of 39 Buyer initial:: !6A) Seiler initials 1 r�7,0 387 ACCESS THE OIL GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 388 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 389 RECORDER. 390 8.7.3. OIL AND GAS ACTIVITY OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 391 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMI'T'ED TO, SURVEYING, DRILLING, WELL COMPLETION 392 OPERATIONS, STORAGE. OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 393 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 394 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 395 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 396 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 397 AND GAS CONSERVATION COMMISSION. 398 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 399 not covered by the owner's title icsurrance policy. 400 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to .ill such matters as there arc 401 strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off -Record Title Objection Deadline). 402 9. NEW ILC, NEW SURVEY. 403 9.1. New ILC or New Survey. If the box is checked. a: I) 0 New Improvement Location Certificate (New ILC); or, 404 2) 0 New Survey in the fomt of Survey acceptable to Title contpany to remove survey exceptio. n : is required and the following will apply: 405 9.1.L Ordering of New ILC or New Survey. 0 Seller 0 Buyer will order the New ILC or New Survey. The 406 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 407 after the date of this Contract, 408 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 409 Closing, by: 0 Seller 0 Buyer or 410 At closing 411 112 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of 413 the opinion of title if an Abstract of Title) and Buyer and Th. yer's attorney will receive a New ILC or New Survey on or before New 414 ILC or New Survey Deadline. 415 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor 416 to all those who are to receive the New ILC or New Survey. 417 9.2. Buyer's Right to Wave or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 418 Survey different than initially specified in this Contract if there is ne additional cost to Seller or change to the New ILC or New 419 Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to 420 Setter incurring any cost for the same, 421 9.3. New ILC or New Survey Objection. Buyet has the right to review and object to the New ILC or New Survey. If the 422 New TIC of New Survey is not timely received by Buyer or is unsatisfactory to Buyer: in Buyer's sole subjective discretion, Buyer 423 may, on or before Neu ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13: 424 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1. that this Contract is terminated; or 425 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 426 shown or is shown in the New11.,C or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 427 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or 428 before New ILC or New Survey Objection Deadline and if Buyer and Seiler have not agreed in writing to a settlement thereof on 429 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New 430 Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before 431 such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline. 432 DISCLOSURE, INSPECTION AND DUE DILIGENCE 433 10, PROPERTY DISCLOSURE, INSPECTION„ INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF 434 WATER. 435 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline. Seller agrees to deliver to Buyer 436 the most current version of the applicable Colorado Real Estate Commission's Sellers Property Disclosure form completed by Seller 437 to Seller's actual knowledge and current as of the date of this Contract. 438 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer C15S4-5-19. CoNTRpCT TO BUY AND SELL. REAL ESTATE (LAND) 12/4/2019 5;59 Page 9 of 19 f Buyer initials , Seller initials 439 any adverse material facts actually known by Setter as of the date of this Contract. Seller agrees that disclosure of adverse material 44(1 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 441 disclose such adverse fact to Buyer, Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing 442 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract. Buyer acknowledges that 443 Seller is conveying the Property to Buyer in an -As Is" condition, "Where Is" and "With All Faults." 444 10.3, Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 443 (by one or more thirrd parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. VW the physical 446 condition of the Property, including, but nor limited to. the roof, walls, structural integrity of the Property, the electrical, plumbing, 447 HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property 448 (including utilities and communication services), systems and components of the Property (e.g.. heating and plumbing), (4) any 449 proposed or existing transportation p:oj ect, road, street or highway, or (5) any other activity. odor or noise ( whether on or off the 450 Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, 451 Buyer may: 452 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 453 description of any unsatisfactory condition that Buyer requires Seller to correct; or 454 10.3.2. Terminate, On or before the Inspection Termination Deadline, notify Seiler in writing, pursuant to § 25 1, 455 that this Contract is terminated due to any unsatisfactory condition. Inspection Termination Deadline will be on the earlier of 456 .Inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline. 457 10.3.3. 'Inspection Resolution. If an Inspection Objection is received by Seller. on or before Inspection Objection 458 Deadline and if Buyer and Scllei have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 459 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection 460 Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline. 461 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 462 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 463 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work- Buyer 464 must not permit claims or liens o:' any kind against the Property for Work performed on the Property. Buyer agrees to indemnify. 465 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caueed by any such 466 Work, claim, o. lien. This indemnity includes Seller's right to recover all costs and expenses incurred. by Seller to defend against 467 any such liability, damage, cost or expense. or to enforce this Section, including Seller's reasonable attorney fees, legal fees and 468 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed 469 pursuant to an inspection Resolution. 470 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 471 property insurance (Property Inseranca). Buyer has the Right to Terminate under § 25.1, on of before' Property Insurance 472 Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 473 10.6. Due Diligence. 474 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following 475 documents and information pertaining to the Property (Due Diligence. Documents) to Buyer on or before Due Diligence Documents 476 Delivery Deadline: 477 Q 10.6.1.1. All contracts relating to the operation, maintenance and management of the Property; 478 ® 10.6.1.2. Property tax bills. for the last 2 years; 479 ❑ 10.6.1.3. As -built construction plans to the Property ana the tenant improvements, including architectural, 480 electrical., mechanical and structural systems, engineering reports; and permanent Certificates of Occupancy, to the extent now 48.1 available; 482 El 10.6.1.4. A list of all Inclusions to be conveyed to Buyer: 483 0 10.6.15. Operating statements lot the past WA years; 484 0 '10.6.1.6. A rent roll accurate and cerreet to the date of this Contract; 485 Q 10.6.1.7. All =tent -ent leases, including any amendments or other occupancy agreements, pertaining to the 486 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): 487 Any eux.rent agriculture leases shall ha provided to layer .at the Due DSiigence Daci,tme.ate Deadline and assigned at closing 488 489 0 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet 490 completed and capital improvement work either scheduled or in process on the date of this Contract, 491 ❑X 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 492 for the past 2 years; 493 d 10 6.1.10. Soils report% surveys and engineering reports or data pertaining In the Property (if not delivered 494 earlier under § 8.3); CBS4-5.19. CONT 4...) .C _ TO BUY ANU SELL REAL ESTATE (LAND) 12/4/2019 9:59 Buyer Initials Seller Initials 143#1 Page 14 of 19 495 ® 10.6.1.11. Any and all existing documentation and reports regarding Phase I and 11 environmental reports. 496 letters, test results, advisories and simile' documents respective to the existence or nonexistence of asbestos, PCB transformers, or 497 other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no reports are in Seller's 498 possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller, 499 ❑ 10,6.1.12. Any Americans with Disabiithes Act reports, studies or surveys concerning the compliance of the 500 Property with said Act; .501 O 10.6.1.13. MI permits., licenses and other building or use authorizations issued by any governmental authority 502 with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations. if any; and 503 0 10.6.1.14. Other documents and information: 504 Any dcatements in e.he Seller' a possession pertinent to the property. 505 506 10.6.2. Due Diligence Docutents Review and Objection. Buyer has the right to review and object to Due Diligence 507 Documents. If the Due Diligence Documents are not supplied to Buyer or arc unsatisfactory, in Buyer's sole subjective discretion, 508 Buyer may, on or before Due Diligence Documents Objection Deadline: 509 1.0.6.2„1. Notice to Terminate. Notify Seller in writing, pursuant tog 25-1, that this Contract is terminated; 510 or 511 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 512 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 513 10.6.2.3. Due Diligence Documents Resolution. if a Due Diligence Documents Objection is received by 514 Seller, on or before -Due Diligence Documents Objection Deadline and if Buyer and Seller- have not agreed in writing to a settlement 515 thereof on or before Due Diligence Documents Resolution Deadline, ties Contract will terminate on Due Diligence Documents 516 Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such 547 termination. i.e., on or before expiration of Due Diligence Documents Resolution Deadline. 518 10.6.3. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection 519 Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over 52.0 the Property, in Buyer's sole subjective discretion. 521 10.6.4. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the 522 Property including Phase I and Phase II Environmental Site Assessments, as applicable. ❑ Seller 0 Buyer will order or provide 523 ® Phase 1 Environmental Site Assessment, ❑ Phase II Environmental Site Assessment (compliant with most current version 524 of the applicable ASTM El 527 standard practices for Environmental Site Assessments) and/or ❑ N/A, 525 at the expense of O Seller 11 Buyer (Ern ironmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an 526 evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such Inspections and 527 evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's 528 tenants' business uses of the Property. if any. 529 If Buyer's Phase r Environmental Site Assessment recommends a Phase I1 Environmental Site Assessment, the Environmental 530 Inspection Termination Deadline will be extended by 220 days (Extended Environmental Inspection 331 Termination Deadline) and if such Extended Environmental Inspection Termination Deadline extends beyond the Closing Date, the 532 Closing Date will be extended a like period of time. In such event, O Seller 0 Buyer most pay the cost for such Phase It 533 Environrnentai Sire Assessment. 534 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.4, Buyer has the 535 Right to Terminate under?; 25 1, oa or before Environmental Inspection Termination Deadline, or if applicable, the Extended 536 Environmental Inspection Termination Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole 537 subjective discretion. 538 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Termination Deadline. based on any 539 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 140 10.7. Conditional 'Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 541 owned by Buyer and commonly known as N/A. Buyer has the Right 542 to Terminate under § 25,1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 543 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buyer's 544 Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 545 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer O Does ® Does Not 546 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disciosing.rhe source of potable water for 547 the Property. IN There is No Well, Buyer ❑ Does O Does Not acknowledge receipt of a copy of the current well permit. 548 Note to Buyer: SOME WATER PROVIDERS RELY. TO VARYING DEGREES, ON NONRENEWABLE GROUND 549 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 550 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. CttS4-5-19. CON Q BUY AND SELL. REAL ESTATE (LAND) 12/4/2019 9:59 P. liuyer initials Seller initials 551 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 552 to the Buyer at the time of Closing contain any rent concessions. rent reductions or rent abatements except as disclosed in the Lease 553 or other writing received by Buyer. Seller will not amend, alteet, modify, extend or cancel any of the Leases nor will Seller niter into 554 any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld 555 or delayed. 556 11. ESTOPPEL STATEMENTS. 557 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must 558 request from ail tenants of the Property and if received by Seller. deliver to Buyer on or before Estoppel Statements Deadline. 559 statements in a focus and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) 560 attached to a copy of the Lease stating: 561 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 562 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 563 amendments, 564 11.1.3. The amount of any advance rentals paid, rent concessions given and deposits paid to Seller, 565 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller: 566 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 567 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease 568 demising the premitc it describes. 569 11.2 Setter Estoppel Statement.:n the event Seller does not receive from all tenants of the Property a completed signed 570 Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth tire information and documents 57 i required >` 11.1 above and deliver the same to Buyer on or before Estoppel Statements Deadline. 572 11.3. Estoppel Statements Tenniontion. Buyer has the Right to Terminate under § 251. on or before Estoppel 573 Statements Termination Deadline, based on any unsatisfactory Estoppel Statement. in Buyer's sole subjective discretion, or if 574 Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral tight to 575 waive any unsatisfactory Estoppe7 Statement. 576 CLOSING PROVISIONS 577 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 578 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable 579 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is 580 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a 581 timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 582 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 583 Seller will sign and complete all customary or reasonably -required documents at or before Closing. 584 12.2. Closing Instructions, Colorado Real Estate Commission's Closing instructions O Are ® Are Not executed with 585 this Contract. 586 12.3. Closing Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 587 the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 583 Mutual agreement of ..3uynr, SaLLe ' and title Company. 589 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between 590 different settlement service provsiers (e.g., attorneys, lenders, inspectors and title companies). 591 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender 592 of any payment due at. Closing. Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing. 593 0 special warranty deed O general warranty deed ❑ bargain and sale deed O quit claim deed O personal representative's 594 deed O 1 /A deed. Seller, provided another deed is not selected, must execute and deliver a good 595 and sufficient special warranty deed to Buyer. at Closing. 596 Unless otherwise specified in § 30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general 597 warranty deed. title will be conveyed "subject to statutory exceptions" as defined in § 38-30-113(5)(a), C.R.S. 598 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens 599 or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements installed 600 air of the date of Buyer's signature hereon, whether assessed or not and previous years" taxes, will be paid at or before Closing by 601 Seller from the proceeds of this transaction or front any other source. C1IS4-5-19. CONT • RC' Burr initials Stiller initials AND SELL REAL ESTATE (LAND) 12/4(2019 9:59 Page 12 of 19 7 M 602 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 603 15.1. Closing Costs. Buyer and Seller must pay. in Good Funds, their respective dosing costs and all other items required 604 to be paid at Closing, except as otherwise provided herein. 605 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer 0 Seller 606 MI One -Half by Buyer and One -Half by Seller O Other N/A. 607 153. Status Letter and Record Change Fees. At least fourteen days prior to Closing Dale, Seller agrees to promptly 608 request the Association to deliver to Buyer a ran-ci't Status Letter. Any fees incident to the issuance of Association's Status Letter 609 must be paid by O None O Buyer O Seller O One -Half by Buyer and One -Half by Seller. Any Record Change Fee must 610 be paid by O None O Buyer O Seller O Otte -Half by Buyer and One -Half by Seller. 611 15.4. Local Transfer iatx. O The Local Transfer Tax of N/A * of the Purchase Price must bepaid at Closing by, 612 O None O Buyer O Seller 0 One -Half by Buyer and One -Half by Seller. 613 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer oldie Property, payable at Closing. such 614 as community association lees, developer fees and foundation fees, must be paid at Closing by O None O Buyer O Seller 615 O One -Half by Buyer and One -Half by Seller. The Private Transferfec, whether one or more, is for the following association(s): 616 Thera is .no Association in the total arnonnt of N/A r* of the Purchase Price or$ N/A. 617 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 618 $ Any for: 619 O Water Stock/Certificates O Water District 620 ❑ Augmentation Membership O Small Domestic Water Company O N/A 621 and must be paid at Closing by O None O Buyer t1 Seller O One -Half by Buyer and One -Half by Seller. 622 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by ❑ 623 None O Buyer O Seller O One -Half by Buyer and One -Half by Seller. 624 15.8. FIRPTA and Colorado Withholding. 625 15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be 626 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could beheld liable for the 627 amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller 0 IS a foreign 628 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 629 person for purposes of U.S. income taxation.. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 630 requested documents to verify Seller's foreign person status. If withholding is requited, Seller authorizes Closing Company to 631 withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine it withholding applies et 632 if an exemption exists. 633 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds 634 be withheld after Closing when Seller wiE not be a Colorado resident after Closing. if nor otherwise exempt. Seller agrees to 635 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status. If withholding 636 is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's 637 tax advisor to determine if withholding applies or if an exemption exists. 638 16. PROBATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing Date, except as 639 otherwise provided: 640 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and general real estate taxes for the 641 year of Closing, based on O Taxes for the Calendar Year Immediately Preceding Closing @ Most Recent Mill Levy and Most 642 Recent Assessed Valuation, 0 Other .tulle. 643 16.2, Rents. Rents based on 0 Rents Actually Received O Accrued. At Closing, Seller will transfer or credit to Buyer 644 the security deposits for all. Leases assigned. or any remainder after lawful deductions and notify all tenants in writing of such transfer 645 and of the transferee's name and address. Seller must assign to Buyer all Leases in effect. at Closing and Buyer must assume Seller's 646 obligations under such Leases. 647 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 648 advance will be credited to Seller et ClOSing. Cash reserves held out of the regular Association Assessments for deferred maintenance 649 by the Association will not be credited to Sellex except as may be otherwise provided by the Governing Documents. Buyer 650 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 651 assessment assessed prior to Closing Date by the Association will be the obligation of O Buyer 0 Seller. Except however, any 652 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether 653 assessed prior to or after Closing, will be the obligation of Seller Seller represents there are no unpaid regular or special assessments 654 against the Property except the current regular assessments and There is no association. Association Assessments 655 are subject to change as provided in the Governing Documents. 656 16.4. Other Proration. Water and sewer charges, propane, interest on continuing loan, andArw ,p. o.rat ions normal to the sale of vacant .k.and can Wald County. CB54-5-19. CAST LT BUY AND SELL REAL ESTATE (LAND) 1 214/201 9 9:59 TJ' 4 Scaler initials - Page 13 of 19 Bayer tnitlats 657 16.5. Final Settlement. Unless otherwiseagreed in writing, these prorations are final. 658 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to the 659 1 xwns as set forth in § 1.0.6.1.7. 660 If Seller, after Closing, fails to rielivet possession as specified, Seller will be subject to eviction and well be additionally liable 661 to Buyer for payment of S N/A per day (or any pan. of a day notwithstanding § 18 1) from Possession Date and 662 Possession Time until possession is delivered. 663 GENERAL. PROVISIONS 664 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 665 18.1. Day, As used in thin. Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain Time 666 (Standard or Daylight Savings. as applicable). 667 18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g., three days after MEC), when the 668 ending date is not specified, the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or 669 federal or Colorado state holiday (Holiday), such deadline 0 WIll O Will Not be extended to the next day that is not a Saturday, 670 Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 671 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 672 WALK-THROUGH. Except as otherwise provided in this Contract, the Prcperty, Inclusions or both will be delivered in the 673 condition existing as of the date of this Contract, ordinary wean- and tear excepted. 674 19.1. Causes of Loss, Insurance. in the event the Property or Inclusions are damaged by fire. other perils or causes of loss 675 prior to Closing (Property Damage) inan amount of not more than ten percent of the total Purchase Price and if the repair of the 676 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt at' the insurance proceeds, 677 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 25.1, on or 678 before Closing Date, if the Property is not repaired before Closing Date. or if the damage exceeds such sum. Should Buyer elect to 679 carry out this Contract despite such Property Damage, Buyer is entitled toe credit at Closing for all insurance proceeds that were: 680 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 68l deductible provided for in the insaranc a policy. This credit.may ,tot exceed the Purchase Price. Jo the event Seller has not received 682 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 683 Closing or, at the option of Buyer, f 1 ) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 684 insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 685 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seiler has received anti will receive due to such 586 carnage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance Claim. 687 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services). 688 system, component or fixture of tae Property (collectively Service) (e.g., heating or plumbing). fail or be damaged between the date 589 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 690 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 691 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 692 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 693 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before Closing Date, or, at the 694 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 695 not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, wilt. survive 696 Closing, 697 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that x pending condemnation action may 698 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 699 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such condemnation action, in Buyer's 700 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 701 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 702 of the Property or Inclusions but such credit will not include relocation benefits or expenses.or exceed the Purchase Price. 703 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 704 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 705 19.S. Home Warranty. [Intentionally Deleted] 706 19.6. Risk of Loss — Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne 707 by the party entitled to the growing crops as provided in § 2.8 and such party is entitled to such insurance proceeds or benefits for 708 the growing crops. 709 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Bayer and Seller acknowledge that CBS4-5-19. CCNTr CT jI0 BUY AND SFs.t, REAL EEST.ATE (LAND) 1214/2019 9:59 jM Page 14 of 19 Buyer Initials Seller initials 710 the respective broker has advised that this Contract has important legal consequences and has recommended the examination of title 711 and consultation with legal and tax of other counsel before signing this Contract. 7 i 2 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this 713 Contract This means that all dates and deadlines are strict and absolute. If any payment chic, including Earnest Money, is not paid. 714 honored or tendered when due, or if any obligation is.not perFotrned timely as provided in this Contractor waived, the non -defaulting 715 party has the following remedies: 716 21.1. If Buyer is in Default: 717 O 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 718 by Buyer) will be paid to Seller end tutasned by Seller. It is agreed that the Earnest Money is not a penalty and the Parties agree the 719 amount is fair and reasonable. Seller meta recover such additional damages as may be proper. Alternatively, Seller may elect to 720 treat this Contract as being in full force and effect and Seller has the right to specific performance, or damages. or both. 721 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. Seller may 722 cancel this Contract. All Earnest Money (whether or not patd by Buyer) will be paid to Seller and retained by Seller. his agreed that 723 the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and 724 reasonable and (except as provided in §§ 1 0.4, 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for 725 Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and 726 additional damages. 727 2L2. If Seller is in Defect: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 728 hereunder will be returned to Buyer and Buyer may recover such damages as may be proper: Alternatively, Buyer may elect to treat 729 this Contract as being in full force and effect and Buyer has the right to specific performance, or damages, or both. 730 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 731 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all 732 reasonable costs and expenses,. incluu ing attorney fees, legal fees and expenses. 733 23. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties 734 must first proceed, in good faith. to mediation. Mediation is a process in which the parties meet with an impartial person who helps 735 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 736 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 737 and will share equally in the coat of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 738 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 739 party's last known address (physical of electronic as provided in § 2'1). Nothing in this Section prohibits either party from filing a 740 lawsuit and recording a lie pendens affecting the Property, before or after the date of written notice requesting mediation. This 741 Section will not alter any date in this Contract, unless otherwise agreed. 742 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 743 Money following receipt of written mutual instructions, signed by both Buyer and Seller: in the event of any controversy regarding 744 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective 745 discretion, has several options: (I r wait for any proceeding between Buyer and Seller: (2) interpleaci all parties and deposit Earnest 746 Money into a court of competent jurisdiction (Earnest Money Holder is. entitled to recover court costs and reasonable attorney and 747 legal fees incurred with such action); or (3) provide notice to Bayer and Seller that unless Earnest Money Holder receives a copy of '748 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one 749 hundred twenty days of Earnest Money Holder's notice to the parties. Earnest Money Holder is authorized to return the Earnest 750 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 751 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The patties reaffirm the 752 obligation of § 23 (Mediation). This Section will survive cancellation or termination of this Contract. 753 25. TERMINATION. 754 25.1. Right to Terminate. if a parry has a right to terminate, as provided in this Contract (Right to Terminate), the 755 termination is effective upon the other paarty's receipt ofa written notice to terminate (Notice to Terminate), provided such written 756 notice was received on or before Me applicable deadline specified in this Contract. If the Notice to Terminate is not received on or. 757 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 758 and waives the Right to Terminate under such provision. 759 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be returned 761E to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 aria 24. 761 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL, SUCCESSORS. This Contract, its exhibits and specified CBS4.5.19. CONl CT TO BUY AND SEt..L REAL ESTATE (LAND) 12/4/2010 9:50 i Buyer initials1. Seller initials /V17M Page 15or19 762 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 763 iheitto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms 764 of this Contract is valid, binding upon the.partics, or enforceable unless made in writing and signed by the parties. Any right or 765 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same 766 Any successor to a party receives the predecessor's benefits and obligations of this Contract. 767 27. NOTICE, DELIVERY AND CHOICE OF LAW. 768 27J. Physical Delivery and Notice. Any document, or notice to Buyei or Seller must be in writing. except as provided in 769 § 27.2 and is effective when physically received by such, party, any individual named in this Contract to receive documents of notices 770 for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be 771 received by the party not Broker or Brokerage Firm). 772 27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or 773 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 774 working with such party (except any notice o; delivery after Closing must be received by the party, not Broker or Brokerage Firm) 775 at the electronic address of the recipient by facsimile, email or N/A 776 27.3. Electronic Delivery. Electronic Delivery of documents and notice May be delivered by: (1) email at the email address 777 of the recipient, (2) a link or access to a website or server provided the recipient receives the irtformation necessary to access the 778 documents, or (3) facsimile at the facsimile number (Fax No:) of the recipient. 779 27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 780 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 781 located in Colorado. 782 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 783 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 27 on or before 784 Acceptance Deadline Date and . acceptance Deadline Time. If accepted, this document will become a contract between Seller and 785 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 786 copies taken togetherare deemed to he a full and complete contract between the parties. 787 29. GOOD FAITH. Buyer and Seller acknowledge thateach party has an obligation to act in good faith including_ but not limited 788 to, exercising the tights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, 789 Record Title and Off -Record Tide; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due 790 Diligence, and Source of Water. 791 ADDITIONAL PROVISIONS AND ATTACHMENTS 792 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 793 Commission.) 794 30.1) Greg Wheeler is a licensed Real F,state Broker in the .state of Colorado. 30.2) Buyer has 75 days farmer itufrual Brecution of Contraot { 5C) to fully a.nspaat the property, title, unrecorded property facts, easement, egress/ingress, _nvaronmenta2, zoning far intended use, existing survey/plats, adequate off -site drainage/detention t.o accommodate Buyer's inte,ded use,. HVAf, utilities/arel3s/sump pumps/septic tanks, financial feasibility azd any other .item Buyer deems necessary, in Buyer:'"s sole opinion, to accept propert,p''as-is, where -is. Should Buyer, in Buyer's soie opinion, detezmnine any finding unsatisfactory, Buyer may rescind the purchase agreement and immediately have the Earnest Money refunded. 30..^s) Any existing agricu.itt.re leases to be prorated and assigned to Buyer at closing. 3C.4) Buyer shall have the right to assign this contract prior to closing. if Biuyarr assigns this contract, Buyer's Assignee will accape the obligations of Buyer under this contract. 795 796 797 CBS4.5-19. CON1't A 11) BUY AND SELL REAL ESTATE (LAND) 12/4/20in 9;59 A4 Page 16 of 19 Hayti Initials C Seller initials 798 799 31. OTHER DOCUMENTS. 800 31.1. The following documents are a part of this Contract: 801 N/A 802 803 804 31.2. The following documents have been provided but are not a past of this Contract: 805 Weld County Aerial photos of ail parcels included. 806 807 808 809 SIGNATURES Buyer's Name: Great ntorthera Properties, ,LLZ;P and/or assigns Buyer's .eler Address: 1130 38th Avenue, Suite .S Greeley, CO 40634 Phone No.: (970) 332-5560 Fax No.: (970) 352-0117 Email Address: gwheeler9wheelerprope.-tiesinc. corm 810 [NOTE: If this offer €s being countered or rejected. do not sign this document.] 811 Seller's Name: Michael J' 144v.re:try Da Seller's Signature Address: Phone No.: Fax No.: Email Address: Date 1719 k, Mulberry Street Fort Co1ins, 4n 90524-3523 (974) 224-7612 Creryi=Calorado-Land. corn END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker O 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 § 24, 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 C 0S4.5.19. CO,s1 tACT TO DLIV AND SELL. REAL. ESTATE (LAND) 12/4/2019 9:59 Page 17 of 19 Buyer WWI'Seller initials JO) flA -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. Although Broker is not a party to the Contract, Broke agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Buyer as a O Buyer's Agent © Transaction -Broker in this transaction. O This is a Change of Status. O Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation orcommission is to be paid by O Listing Brokerage Firm O Buyer ® Other 3tb commission shall ba paid by Seller at closing to Wheeler Prcpezties Inc. Brokerage Firm's Name: Brokerage Firm's License #: Broker's Name: Broker's License #: Address: Phone No.: Fax No.: Email Address: siheele. Pr'opert1ea, Zr:c .E1000083149 Eraan Sn rvei, CCIM And Ron Runde~, CC.rzr 100042149/00315816 W4000 Broker's Sifnalure: 113C, 38th Ave Ste 43 Greeley, CO 80634 e97(;'352-3860 970-352-0117 xnforaatlemdwhee1erpropert. esinc..corn Date 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (lb be completed by Broker working with Seller) Broker O Does Q Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Finn is the Earnest Money Holder and. except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other wriuen 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. Although Broker is not a party to die Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Seller as a D Seller's Agent O ilransaction-Broker in this transaction. O This is a Change of Status. ❑ Customer. Broker has no brokerage relationship with Seller. See # 32 for Broker's brokerage relationship with Buyer. Brokerage Finn's compensation or commission is to be paid by ® Seller O Buyer ❑ Other Wit . Brokerage Firm's Name: Brokerage Finn's License #: Broker's Name: Broker's. License #. F&Ai Real Cstate CO Ec. 00001481 0 M chae2 McCrery Sit. 40¢254 7, ,l Date CRS4-5-19. CONTRA TO BUY AND SELL REAL ESTATE (NAND) 12/412019 9:59 o Buyer Initials Seiler initials Page 18 of 19 Address: __ 719 E Mulberry Fort Collins, CO 80334 Phone No.: 970-214-76.22 Pax No.: 970 -493-8763 Email .Address: r..ekaelmaarexy@co.Iorades-.x�nd. coin 82 CBS4-S-1.9. CUNT C • O BUY AND SELL REAL ESTATE (LAID]) 12/3/'2019 9:59 f Buyer initials f Seller Initiyis Page 19 of 19 WH WHEELER Wheeler Properties, Inc 113038th Ave Ste B APO e3eS Greeley, CO 80634 Phone: (970)352-5860 Fax: (970)352-0117 1 I The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 1 2 + (CBS4-5-19) (Mandatory 7-19) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 8 9 10 11 12 13 CONTRACT TO BUY AND SELL REAL ESTATE (LAND) (0 Property with No Residences) ( ❑ Property with Residences -Residential Addendum Attached) AGREEMENT Date: December 4, 2019 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. Great Northern Properties, LLLP and/or assigns. (Buyer) will take title 18 to the Property described below as ❑ Joint Tenants ❑ Tenants In Common X❑ 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. Michael J McCrery (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 Parcel# 030302400012, PT SE4 2-10-67 LOT D REC EXEMPT RECX18-0141, +1-146.020 Acres (+1-6,360,632 SF) ; Together with: Parcel# 030311100010, PT 22 11-10-67 LOT D REC EXEMPT RECX18-0138, +1-154.700 Acres (+/-6, 738, 732 SF) 24 25 26 27 For a grand total of 4/-300. 72 Acres (#/-13, 099, 363.2 SF) 28 known as No. Street Address City 29 30 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 31 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 32 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 33 2.5.1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price 34 unless excluded under Exclusions: 35 Vacant land with fences 36 37 38 If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the 39 Purchase Price. 40 2.5.2. Personal Property - Conveyance. Any personal property must be conveyed at Closing by Seller free and 41 clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except N/A TED NCR 23 Nunn CO 80648 State Zip CBS4-5.19. CONKT C TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 1 of 19 Buyer initials Seller initials 42 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 43 2.6. Exclusions. The following items are excluded (Exclusions): 44 None 45 46 47 2.7. Water Rights, Well Rights, Water and Sewer Taps. 48 X❑ 2.71. Deeded Water Rights. The following legally described water rights: 49 Any Seller owned rights, if any, shall be transferred to Buyer at closing. 50 51 52 Any deeded water rights will be conveyed by a good and sufficient Appropriate deed at Closing. 53 0 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§2.7.1, 2.7.3, 2.7.4 54 and 2.7.5, will be transferred to Buyer at Closing: 55 Any Seller owned rights, if any, shall be transferred to Buyer at closing. 56 57 58 © 2.73. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if 59 the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, 60 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 6I with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 62 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 63 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 64 Any, 65 0 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 66 Any Seller owner rights, if any, shall be transferred to Buyer at closing. 67 68 69 2.7.5. Water and Sewer Taps. The parties agree that water and sewer taps listed below for the Property are being 70 conveyed as part of the Purchase Price as follows: 71 None 72 73 74 If any water or sewer taps are induded in the sale, Buyer is advised to obtain, from the provider, written confirmation of 75 the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps. 76 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water), 77 § 2.7.3 (Well Rights), § 2.7.4 (Water Stock Certificates), or § 2.7.5 (Water and Sewer Taps), Seller agrees to convey such rights to 78 Buyer by executing the applicable legal instrument at Closing. 79 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 80 Growing Crops, if any, will .be negotiated by Buyer and Seller prior to closing. 81 82 83 3. DATES, DEADLINES AND APPLICABILITY. 84 3.1. Dates and Deadlines. Item No. Reference Event / Date or Deadline 1 § 4.3 Alternative Earnest Money Deadline N./ 5 days after MEC Titlea 2 § 8.1, § 8.4 Record Title Deadline -110 days after NEC 3 § 8.2, § 8.4 Record Title Objection Deadline L 45 days after MEC 4 § 8.3 Off -Record Title Deadline .110 days after MEC 5 § 8.3 Off -Record Title Objection Deadline /45 days after MEC CBS4-5-19. CONTR? T T,O BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 t /J Buyer initials Page 2 of 19 Seller initials 6 § 8.5 Title Resolution Deadline /50 days after MEC 7 § 8.6 Right of First Refusal Deadline N/A Owners' Association 8 § 7.2 Association Documents Deadline N/A 9 § 7.4 Association Documents Termination Deadline N/A Seller's Disclosures 10 § 10.1 Seller's Property Disclosure Deadline ✓ i0 days after MEC 11 § 10.10 Lead -Based Paint Disclosure Deadline (if Residential Addendum attached) N/A Loan and Credit 12 § 5.1 New Loan Application Deadline N/A 13 § 5.2 New Loan Termination Deadline N/A 14 § 5.3 Buyer's Credit Information Deadline N/A 15 § 5.3 Disapproval of Buyer's Credit Information Deadline N/A 16 § 5.4 Existing Loan Deadline N/A 17 § 5.4 Existing Loan Termination Deadline N/A 18 § 5.4 Loan Transfer Approval Deadline N/A 19 § 4.7 Seller or Private Financing Deadline N/A Appraisal 20 § 6.2 Appraisal Deadline N/A 21 § 6.2 Appraisal Objection Deadline N/A 22 § 6.2 Appraisal Resolution Deadline N/A Survey «' 23 § 9.1 New ILC or New Survey Deadline /40 days after NEC 24 § 9.3 New ILC or New Survey Objection Deadline V75 days after MEC 25 § 9.3 New ILC or New Survey Resolution Deadline days after MEC \JA0 Inspection and Due Diligence , 26 § 10.3 Inspection Objection Deadline 75 days after NEC 27 § 10.3 Inspection Termination Deadline A0 days after MEC 28 § 10.3 Inspection Resolution Deadline ,,40 days after MEC 29 § 10.5 Property Insurance Termination Deadline /A /30 30 § 10.6 Due Diligence Documents Delivery Deadline days after NEC 31 § 10.6 Due Diligence Documents Objection Deadline /75 days after MEC 32 § 10.6 Due Diligence Documents Resolution Deadline 180 days after MEC 33 § 10.6 Environmental Inspection Termination Deadline 175 days after NEC 34 § 10.6 ADA Evaluation Termination Deadline N/A 35 § 10.7 Conditional Sale Deadline N/A 36 § I0.10 Lead -Based Paint Termination Deadline (if Residential Addendum attached) N/A 37 § 11.1,11.2 Estoppel Statements Deadline N/A 38 § 11.3 Estoppel Statements Termination Deadline N/A Closing and Possession r 39 § 12.3 Closing Date )0 days after MC or sooner 40 § 17 Possession Date Date of Closing 41 § 17 Possession Time At time of closing 42 § 28 Acceptance Deadline Date December 5, 2019 43 § 28 Acceptance Deadline Time 5:00 pm §30.2 Due Diligence Inspection Period 17.5 days from MEC .4 Buyer's right to Assign Date of Closing 85 3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. If any deadline 86 blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation "N/A', or the word "Deleted", such deadline CBS4-5-19. CONT1t�iCT TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 3 of 19 Buyer initials Seller initials 87 is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision that contains 88 a selection of "None", such provision means that "None" applies. 89 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 90 4. PURCHASE PRICE AND TERMS. 91 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 $ 616,175.28, ate' 2 § 4.3 Earnest Money $ 50, 000.00 3 §4.5 New Loan �, ' $ N/A 4 § 4.6 Assumption Balance � iy $ N/A 5 § 4.7 Private Financing 6 § 4.7 Seller Financing '�,' � $ N/A 7 N/A N/A N/A N/A 8 N/A N/A N/A N/A 9 § 4.4 Cash at Closing $ 566,175. 28 10 TOTAL $ 616,175.28$ 616,175.28 92 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ N/A (Seller Concession). The Seller 93 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender 94 and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller 95 Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any 96 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 97 elsewhere in this Contract. 98 43. Earnest Money. The Earnest Money set forth in this Section, in the form of a Buyers Business Check or Wire, will be 99 payable to and held by Land Title, Greeley, Colorado (Earnest Money Holder), in its trust account, on behalf of 100 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree 101 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the 102 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 103 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 104 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 105 Money Holder in this transaction will be transferred to such fund. 106 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 107 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 108 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the 109 return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in 110 § 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller 111 agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), 112 within three days of Seller's receipt of such form. 113 4.4. Form of Funds; Time of Payment; Available Funds. 114 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 115 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 116 check, savings and loan teller's check and cashier's check (Good Funds). 117 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be 118 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing 119 OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, x❑ Does 120 D Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing 121 in § 4.1. 122 4.5. New Loan. OMITTED AS INAPPLICABLE. 133 4.6. Assumption. OMITTED AS INAPPLICABLE. 146 4.7. Seller or Private Financing. OMITTED AS INAPPLICABLE. CBS4.5-19. CONTR4CT TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 4 of 19 Buyer initials Seller initials 163 TRANSACTION PROVISIONS 164 5. FINANCING CONDITIONS AND OBLIGATIONS. 165 5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 166 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 167 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. 168 5.2. New Loan Review. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 169 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 170 availability, payments, interest rate, terms, conditions and cost. This condition is for the sole benefit of Buyer. Buyer has the Right 171 to Terminate under § 25.1, on or before New Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer's 172 sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised 173 Value (defined below) or the Lender Requirements (defined below). IF SELLER IS NOT IN DEFAULT AND DOES NOT 174 TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE 175 NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey). 176 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 177 of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be in Seller's sole subjective 178 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information 179 and documents (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents 180 that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information and documents received by Seller 181 must be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at 182 Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under § 25.1, on or before Closing. If 183 Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to 184 Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline. 185 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 186 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, 187 this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer has the Right to 188 Terminate under § 25.1, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 189 documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the Property is required, this Contract is 190 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender's 191 approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right 192 to Terminate under § 25.1, on or before Closing, in Seller's sole subjective discretion, if Seller is to be released from liability under 193 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 194 6. APPRAISAL PROVISIONS. 195 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on 196 behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth 197 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be 198 valued at the Appraised Value. 199 6.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective loan type set forth 200 in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 201 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 202 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 203 Objection Deadline, notwithstanding § 8.3 or § 13: 204 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; 205 or 206 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 207 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 208 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 209 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 210 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of 211 the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline. 212 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 213 including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond 214 those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller's 215 receipt of the Lender Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 216 the Lender requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is 217 waived in writing by Buyer. CBS4-5-19. CONTRi1CT1TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 5 of 19 Buyer initials Seller initials 218 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by El Buyer 219 El Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's 220 agent or all three. 221 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common Interest Community and 222 subject to the declaration (Association). 223 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 224 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 225 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 226 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 227 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 228 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 229 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 230 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS 231 AND RULES AND REGULATIONS OF THE COIN MUNTTY MAY PROHIBIT THE OWNER FROM MAKING 232 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 233 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 234 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 235 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 236 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 237 ASSOCIATION. 238 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), 239 at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 240 Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt 241 of the Association Documents, regardless of who provides such documents. 242 7.3. Association Documents. Association documents (Association Documents) consist of the following: 243 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 244 rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5, 245 C.R.S., 246 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings; 247 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 248 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 249 minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 250 73.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, 251 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must 252 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed 253 (Association Insurance Documents); 254 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as 255 disclosed in the Association's last Annual Disclosure; 256 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's operating budget 257 for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for 258 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent 259 available financial audit or review, (4) list of the fees and charges (regardless of name of title of such fees or charges) that the 260 Association's community association manager or Association will charge in connection with the Closing including, but not limited 261 to, any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update fee charged for 262 the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of 263 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 264 7.3.5, collectively, Financial Documents); 265 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 38-33.3-303.5, 266 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction 267 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2 268 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common 269 elements or limited common elements of the Association property. 270 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 271 Terminate under § -25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any 272 of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 273 Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by Buyer's Notice to CBS4-5-19. CONT T TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 6 of 19 Buyer initials Seller initials 274 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 275 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 276 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to 277 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 278 to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval). 279 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 280 8.1. Evidence of Record title. 281 © 8.1,1. Seiler Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company 282 to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish to Buyer, 283 a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if this 284 box is checked, ❑ an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued and 285 delivered to Buyer as soon as practicable at or after Closing. 286 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company 287 to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must furnish to Seller, a 288 current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 289 If neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies. 290 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment x❑ Will 0 Will Not contain Owner's 291 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard 292 exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, 293 (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid 294 taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be 295 paid by © Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other Buyer. 296 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over 297 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, 298 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under 299 § 8.5 (Right to Object to Title, Resolution). 300 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, 301 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 302 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 303 Documents). 304 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title 305 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 306 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 307 party or parties obligated to pay for the owner's title insurance policy. 308 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 309 portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline. 310 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 311 Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's 312 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 313 any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title 314 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 315 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 316 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 317 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 318 or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, 319 pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to 320 Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence 321 of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objectionby the applicable deadline 322 specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents 323 as satisfactory. 324 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing 325 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 326 limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of 327 first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record Matters). This Section 328 excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to 329 investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line CBS4-5-19. CON CT BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 7 of 19 Buyer initials Seller initials 330 discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether 33I disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)), in Buyer's 332 sole subjective discretion, must be received by Seller on or before Off Record Title Objection Deadline. If an Off -Record Matter 333 is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer 334 to review and object to such Off -Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant 335 to this § 8.3 (Off -Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title, 336 Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified 337 above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not shown by public records of which 338 Buyer has actual knowledge. 339 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 340 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 34I PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 342 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 343 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 344 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 345 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 346 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING 347 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 348 RECORDER, OR THE COUNTY ASSESSOR. 349 A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate) 350 must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such 351 inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may object, on or before Record Title Objection 352 Deadline. If the Tax Certificate shows that the Property is included in a special taxing district and is received by Buyer after the 353 Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's 354 inclusion in a special taxing district as unsatisfactory to Buyer. 355 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective discretion, to any title matters 356 includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off -Record Title), § 8.4 (Special Taxing District) and § 13 (Transfer 357 of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 358 8.5.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of 359 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 360 before Title Resolution Deadline, this Contract will terminate on the expiration of Tithe Resolution Deadline, unless Seller receives 361 Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and 362 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 363 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off -Record Title) or § 8.4 364 (Special Taxing Districts), the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days 365 after Buyer's receipt of the applicable documents; or 366 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or before 367 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion. 368 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve 369 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right 370 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the 371 right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. 372 Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 373 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 374 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 375 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 376 including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, 377 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 378 Jaws and governmental regulations concerning land use, development and environmental matters, 379 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 380 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER 381 OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 382 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL 383 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM 384 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 385 GAS OR WATER. 386 8.7.2. SURFACE USE AGREEMENT. THE USE OF'1'HE SURFACE ESTATE OF THE PROPERTY TO CBS4-5-19. CONT CT TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 8 of 19 Buyer initials 4) Seller initials 387 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 388 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 389 RECORDER. 390 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 391 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 392 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 393 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 394 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 395 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 396 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 397 AND GAS CONSERVATION COMMISSION. 398 8.75. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 399 not covered by the owner's title insurance policy. 400 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are 401 strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off -Record Title Objection Deadline). 402 9. NEW ILC, NEW SURVEY. 403 9.1. New ILC or New Survey. If the box is checked, a: 1) ❑ New Improvement Location Certificate (New ILC); or, 404 2) © New Survey in the form of Survey acceptable to Title company to remove survey exceptioin; is required and the following will apply: 405 9.1.1. Ordering of New ILC or New Survey. ❑ Seller ® Buyer will order the New ILC or New Survey. The 406 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 407 after the date of this Contract. 408 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 409 Closing, by: O Seller ❑X Buyer or: 410 At closing 411 412 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of 413 the opinion of title if an Abstract of Title) and Buyer and Buyer's attorney will receive a New ILC or New Survey on or before New 414 ILC or New Survey Deadline. 415 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor 416 to all those who are to receive the New ILC or New Survey. 417 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 418 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 419 Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to 420 Seller incurring any cost for the same. 421 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey. If the 422 New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer 423 may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13: 424 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 425 9.3.2. New H.,C or New Survey Objection. Deliver to Seller a written description of any matter that was to be 426 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct 427 9.33. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or 428 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 429 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New 430 Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before 431 such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline. 432 DISCLOSURE, INSPECTION AND DUE DILIGENCE 433 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF 434 WATER. 435 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to Buyer 436 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller 437 to Seller's actual knowledge and current as of the date of this Contract. 438 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer CBS4.5-19. CONT CT TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 9 of 19 Buyer initials Seller initials 439 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 440 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 441 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing 442 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 443 Seller is conveying the Property to Buyer in an "As Is" condition, "Where Is" and "With All Faults." 444 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 445 (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical 446 condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, 447 HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property 448 (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any 449 proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the 450 Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, 451 Buyer may: 452 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 453 description of any unsatisfactory condition that Buyer requires Seller to correct; or 454 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 25.1, 455 that this Contract is terminated due to any unsatisfactory condition. Inspection Termination Deadline will be on the earlier of 456 Inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline. 457 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 458 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 459 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection 460 Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline. 461 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 462 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 463 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 464 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 465 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 466 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 467 any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and 468 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed 469 pursuant to an Inspection Resolution. 470 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 471 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 472 Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 473 10.6. Due Diligence. 474 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following 475 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents 476 Delivery Deadline: 477 Ei 10.6.1.1. All contracts relating to the operation, maintenance and management of the Property; 478 Il 10.6.1.2. Property tax bills for the last 2 years; 479 ❑ 10.6.1.3. As -built construction plans to the Property and the tenant improvements, including architectural, 480 electrical, mechanical and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now 481 available; 482 0 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 483 ❑ 10.6.1.5. Operating statements for the past N/A years; 484 0 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 485 X❑ 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the 486 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): 487 Any current agriculture leases shall be provided to Buyer at the Due Diligence Documents Deadline and assigned at closing. 488 489 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet 490 completed and capital improvement work either scheduled or in process on the date of this Contract; 491 0 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 492 for the past 2 years; 493 © 10.61.10. Soils reports, surveys and engineering reports or data pertaining to the Property (if not delivered 494 earlier under § 8.3); CBS4-5.19. CON C 1� TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 10 of 19 Buyer initials / Seller initials 495 x❑ 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, 496 letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or 497 other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no reports are in Seller's 498 possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller; 499 ❑ 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the 500 Property with said Act; 501 0 10.6.1.13. AlI permits, licenses and other building or use authorizations issued by any governmental authority 502 with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and 503 0 10.6.1.14. Other documents and information: 504 Any documents in the Seller's possession pertinent to the property. 505 506 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due Diligence 507 Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective discretion, 508 Buyer may, on or before Due Diligence Documents Objection Deadline: 509 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; 510 or 511 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 512 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 513 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by 514 Seiler, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 515 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents 516 Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such 517 termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline. 518 10.6.3. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection 519 Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over 520 the Property, in Buyer's sole subjective discretion. 521 10.6.4. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the 522 Property including Phase I and Phase II Environmental Site Assessments, as applicable. 0 Seller 0 Buyer will order or provide 523 0 Phase I Environmental Site Assessment, ❑ Phase 11 Environmental Site Assessment (compliant with most current version 524 of the applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or 0 N/A, 525 at the expense of ❑ Seller 0 Buyer (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an 526 evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and 527 evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's 528 tenants' business uses of the Property, if any. 529 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental 530 Inspection Termination Deadline will be extended by 120 days (Extended Environmental Inspection 531 Termination Deadline) and if such Extended Environmental Inspection Termination Deadline extends beyond the Closing Date, the 532 Closing Date will be extended a like period of time. In such event, 0 Seller ❑x Buyer must pay the cost for such Phase II 533 Environmental Site Assessment. 534 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.4, Buyer has the 535 Right to Terminate under § 25.1, on or before Environmental Inspection Termination Deadline, or if applicable, the Extended 536 Environmental Inspection Termination Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole 537 subjective discretion. 538 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Termination Deadline, based on any 539 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 540 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 541 owned by Buyer and commonly known as N/A. Buyer has the Right 542 to Terminate under § 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 543 such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buyer's 544 Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 545 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does x❑ Does Not 546 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for 547 the Property. x❑ There is No Well. Buyer ❑ Does 0 Does Not acknowledge receipt of a copy of the current well permit. 548 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 549 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 550 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. CBS4-5-19. CONTRt1 T 0 BUY AND SELL REAL ESTATE (LAND) 12!4/2019 9:59 Page 11 of 19 Buyer initials Seller initials 551 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 552 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease 553 or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seller enter into 554 any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld 555 or delayed. 556 11. ESTOPPEL STATEMENTS. 557 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must 558 request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline, 559 statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) 560 attached to a copy of the Lease stating: 561 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 562 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 563 amendments; 564 11.1.3. The amount of any advance rentals paid, rent concessions given and deposits paid to Seller; 565 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 566 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 567 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease 568 demising the premises it describes. 569 11.2 Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property a completed signed 570 Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents 571 required § 11.1 above and deliver the same to Buyer on or before Estoppel Statements Deadline. 572 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 25.1, on or before Estoppel 573 Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, or if 574 Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to 575 waive any unsatisfactory Estoppel Statement. 576 CLOSING PROVISIONS 577 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 578 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable 579 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is 580 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a 581 timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 582 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 583 Seller will sign and complete all customary or reasonably -required documents at or before Closing. 584 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are x❑ Are Not executed with 585 this Contract. 586 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 587 the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 588 Mutual agreement of Buyer, Seller and Title Company. 589 12.4. Disdosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between 590 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 591 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender 592 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: 593 x❑ special warranty deed ❑ general warranty deed ❑ bargain and sale deed 0 quit claim deed ❑ personal representative's 594 deed 0 N/A deed. Seller, provided another deed is not selected, must execute and deliver a good 595 and sufficient special warranty deed to Buyer, at Closing. 596 Unless otherwise specified in § 30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general 597 warranty deed, title will be conveyed "subject to statutory exceptions" as defined in § 38-30-113(5)(a), C.R.S. 598 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens 599 or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements installed 600 as of the date of Buyer's signature hereon, whether assessed or not and previous years' taxes, will be paid at or before Closing by 601 Seller from the proceeds of this transaction or from any other source. CBS4.5-19. CONT1? ICT O BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 12 of 19 Buyer initials /.J' " Seller initials 602 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 603 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 604 to be paid at Closing, except as otherwise provided herein. 605 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 606 0 One -Half by Buyer and One -Half by Seller O Other N/A . 607 15,3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, Seller agrees to promptly 608 request the Association to deliver to Buyer a current Status Letter. Any fees incident to the issuance of Association's Status Letter 609 must be paid by O None ❑ Buyer ❑ Seller O One -Half by Buyer and One -Half by Seller. Any Record Change Fee must 610 be paid by ❑ None ❑ Buyer ❑ Seller O One -Half by Buyer and One -Half by Seller. 611 15.4. Local Transfer Tax. O The Local Transfer Tax of N/A % of the Purchase Price must be paid at Closing by 612 O None O Buyer ❑ Seller O One -Half by Buyer and One -Half by Seller. 613 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 614 as community association fees, developer fees and foundation fees, must be paid at Closing by O None ❑ Buyer ❑ Seller 615 O One -Half by Buyer and One -Half by Seller. The Private Transfer fee, whether one or more, is for the following association(s): 616 There is no association in the total amount of N/A % of the Purchase Price or $ N/A. 617 15.6. Water Transfer Fees. The Water Transfer Fees can change, The fees, as of the date of this Contract, do not exceed 618 $ Any for: 619 O Water Stock/Certificates ❑ Water District 620 O Augmentation Membership ❑ Small Domestic Water Company ❑ N/A 621 and must be paid at Closing by O None ❑ Buyer ❑x Seller ❑ One -Half by Buyer and One -Half by Seller. 622 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by ❑ 623 None ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller. 624 15.8. FIRPTA and Colorado Withholding. 625 15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be 626 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the 627 amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller O IS a foreign 628 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 629 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 630 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to 631 withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or 632 if an exemption exists. 633 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds 634 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to 635 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status. If withholding 636 is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's 637 tax advisor to determine if withholding applies or if an exemption exists. 638 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing Date, except as 639 otherwise provided: 640 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and general real estate taxes for the 641 year of Closing, based on O Taxes for the Calendar Year Immediately Preceding Closing 0 Most Recent Mill Levy and Most 642 Recent Assessed Valuation, O Other N/A. 643 16.2. Rents. Rents based on ® Rents Actually Received O Accrued. At Closing, Seller will transfer or credit to Buyer 644 the security deposits for all Leases assigned, or any remainder after lawful deductions and notify all tenants in writing of such transfer 645 and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's 646 obligations under such Leases. 647 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 648 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance 649 by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer 650 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 651 assessment assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer ❑ Seller. Except however, any 652 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether 653 assessed prior to or after Closing, will be the obligation of Seller. Seller represents there are no unpaid regular or special assessments 654 against the Property except the current regular assessments and There is no association. Association Assessments 655 are subject to change as provided in the Governing Documents. 656 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan, and Any prorations normal to the sale of vacant land in Weld County CBS4-5-19. CONT CT �O BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 13 of 19 /V Buyer initials Seiler initials 657 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 658 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to the 659 Leases as set forth in § 10.6.1.7. 660 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable 661 to Buyer for payment of $ N/A per day (or any part of a day notwithstanding § 18.1) from Possession Date and 662 Possession Time until possession is delivered. 663 GENERAL PROVISIONS 664 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 665 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain Time 666 (Standard or Daylight Savings, as applicable). 667 18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g., three days after MEC), when the 668 ending date is not specified, the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or 669 federal or Colorado state holiday (Holiday), such deadline x❑ Will O Will Not be extended to the next day that is not a Saturday, 670 Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 671 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 672 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 673 condition existing as of the date of this Contract, ordinary wear and tear excepted. 674 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 675 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 676 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 677 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 25.1, on or 678 before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to 679 carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 680 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 681 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 682 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 683 Closing or, at the option of Buyer, (I ) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 684 insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 685 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such 686 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 687 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 688 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 689 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 690 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 691 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 692 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 693 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before Closing Date, or, at the 694 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 695 not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 696 Closing. 697 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 698 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 699 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such condemnation action, in Buyer's 700 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 701 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 702 of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price. 703 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 704 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 705 19.5. Home Warranty. [Intentionally Deleted] 706 19.6. Risk of Loss — Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne 707 by the party entitled to the growing crops as provided in § 2.8 and such party is entitled to such insurance proceeds or benefits for 708 the growing crops. 709 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that CBS4-5-19. CONT ACT Jt'O BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 d/[I Buyer initials Page 14 of 19 Seller initials 710 the respective broker has advised that this Contract has important legal consequences and has recommended the examination of title 711 and consultation with legal and tax or other counsel before signing this Contract. 712 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this 713 Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, 714 honored or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non -defaulting 715 party has the following remedies: 716 21.1. If Buyer is in Default: 717 ❑ 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 718 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 719 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to 720 treat this Contract as being in full force and effect and Seller has the right to specific performance, or damages, or both. 721 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box In § 21.1.1. is checked. Seller may 722 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 723 the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and 724 reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for 725 Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and 726 additional damages. 727 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 728 hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to treat 729 this Contract as being in full force and effect and Buyer has the right to specific performance, or damages, or both. 730 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 731 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all 732 reasonable costs and expenses, including attorney fees, legal fees and expenses. 733 23. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties 734 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps 735 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 736 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 737 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 738 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 739 party's last known address (physical or electronic as provided in § 27). Nothing in this Section prohibits either party from filing a 740 lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This 741 Section will not alter any date in this Contract, unless otherwise agreed. 742 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 743 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 744 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective 745 discretion, has several options: (I) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest 746 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 747 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of 748 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one 749 hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest 750 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 751 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 752 obligation of § 23 (Mediation). This Section will survive cancellation or termination of this Contract. 753 25. TERMINATION. 754 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 755 termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written 756 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 757 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 758 and waives the Right to Terminate under such provision. 759 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be returned 760 to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 761 26, ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 15 of 19 Buyer initials Seller initials 762 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 763 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms 764 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or 765 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. 766 Any successor to a party receives the predecessor's benefits and obligations of this Contract. 767 27. NOTICE, DELIVERY AND CHOICE OF LAW. 768 27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing, except as provided in 769 § 27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices 770 for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be 771 received by the party, not Broker or Brokerage Firm). 772 27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or 773 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 774 working with such party (except any notice or delivery after Closing must be received by the patty, not Broker or Brokerage Firm) 775 at the electronic address of the recipient by facsimile, email or N/A. 776 273. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address 777 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 778 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 779 27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 780 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 781 located in Colorado. 782 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 783 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 27 on or before 784 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and 785 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 786 copies taken together are deemed to be a full and complete contract between the parties. 787 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited 788 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, 789 Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due 790 Diligence, and Source of Water. 791 ADDITIONAL PROVISIONS AND ATTACHMENTS 792 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 793 Commission.) 794 30.1) Greg Wheeler is a licensed Real Estate Broker in the State of Colorado. 30.2) Buyer has 75 days form Mutual Execution of Contract (MEC) to fully inspect the property, title, unrecorded property facts, easement, egress/ingress, environmental, zoning for intended use, existing survey/plats, adequate off -site drainage/detention to accommodate Buyer's intended use, HVAC, utilities/wells/sump pumps/septic tanks, financial feasibility and any other item Buyer deems necessary, in Buyer's sole opinion, to accept property "as -is, where -is". Should Buyer, in Buyer's sole opinion, determine any finding unsatisfactory, Buyer may rescind the purchase agreement and immediately have the Earnest Money refunded. 30.3) Any existing agriculture leases to be prorated and assigned to Buyer at closing. 30.4) Buyer shall have the right to assign this contract prior to closing. If Buyer assigns this contract, Buyer's Assignee will accept the obligations of Buyer under this contract. 795 796 797 CBS4-5-19. CCT O BUY AND SF1.1 REAL ESTATE (LAND) 12/4/2019 9:59 Page 16 of 19 ONTj Buyer initials Seller initials 798 799 31. OTHER DOCUMENTS. 800 31.1. The following documents are a part of this Contract: 801 N/A 802 803 804 3L2. The following documents have been provided but are not a part of this Contract: 805 Weld County Aerial photos of all parcels included. 806 807 808 809 SIGNATURES Buyer's Name: Great Northern Properties, r.r.r.P and/or assigns Buyer's Sign Address: Phone No.: Fax No.: Email Address: eg Wheeler 1130 38th Avenue, Suite B Greeley, CO 80634 (970) 352-5860 (970) 352-0117 gwheeler@wheelerpropertiesinc.com 810 [NOTE: If this offer is being countered or rejected, do not sign this document.] 811 Seller's Name: Michael J McCrery Da. Seller's Signature Address: Phone No.: Fax No.: Email Address: Date 1 729 E Mulberry Street Fort Collins, CO 80524-3523 (970) 214-7612 MichaelMcCrery@Colorado-Land.com END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does 3C❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, 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 CBS4-5-19. CONT tACT TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 17 of 19 Buyer initial Seller initials 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. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Buyer as a ❑ Buyer's Agent FI Transaction -Broker in this transaction. ❑ This is a Change of Status. ❑ Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm O Buyer 0 Other 34- commission shall be paid by Seller at closing to Wheeler Properties Inc Brokerage Firm's Name: Brokerage Firm's License #: Broker's Name: Broker's License #: Address: Phone No.: Fax No.: Email Address: Wheeler Properties, Inc EC1000083149 Brian Smerud, CCIM and Ron Bendel, CCIM 100042149/0Q1315816 Broker's Si nature: Date 1130 38th Ave Ste B Greeley, CO 80634 (970)352-5860 970-352-0117 3nformation@wheelerpropertiesinc.com 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does iI Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, 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. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Seller as a CI Seller's Agent ❑ Transaction -Broker in this transaction. ❑ This is a Change of Status. ❑ Customer. Broker has no brokerage relationship with Seller. See § 32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by I Seller ❑ Buyer ❑ Other N/A . Brokerage Firm's Name: Brokerage Firm's License #: Broker's Name: Broker's License #: FPM Real Estate CO SC. 000014810 Michael McCrery ER. 040025487 Broker's Signature: Date CBS4-5-19. CONTRA({T TO BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 18 of 19 Buyer initials Seller initials Address: 1719 E Mulberry Fort Collins, CO 80524 Phone No.: 970-214-7612 Fax No.: 970-493-8765 Email Address: michaelmccrery@colorado-land.com 812 CBS4-S-19. CONTR�CT t1'O BUY AND SELL REAL ESTATE (LAND) 12/4/2019 9:59 Page 19 of 19 Buyer initials 1 Seller initials ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE, AND SOURCE OF WATER ADDENDUM (TBD CR 23, CARR) - MICHAEL MCCRERY APPROVED AS TSUBSTANCE: Elected 0 a or Department Head APPROVED AS TO FUNDING: c-gaAo1Li Controller APPROVED AS TO FORM: Hello