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Home My WebLink About20143779.tiffFirst American Weld County, Colorado Attn: Barbara Kirkmeyer PO Box 758 Greeley, CO 80650 Re: 804-822 7th Street Greeley, CO 80631 Weld County, Colorado / CSA19-Riverwalk Square, L.L.C. In connection with the above referenced escrow, we enclose the following: Original Recorded: Special Warranty Deed w/ Real Property Transfer Declaration First American Title Insurance Company National Commercial Services 2425 E. Camelback Road, Suite 300 Phoenix, AZ 85016 Phn - (602)567-8100 Fax - (602)567-8101 asizemore@tirstam.com May 15, 2015 File No: NCS-702315-PHX1 ( AS) US Mail Should you have any questions or need assistance please contact the undersigned. Sincerely, First American Title Insurance Company Jeff Schumacher for Angelique Sizemore Commercial Escrow Officer AS\js end. &rn 1vn;Ca. ofS lR--IS C.0.,:r8G; ts)ItO RECEIVED MAY 222015 WELD COUNTY COMMISSIONERS aoi4-3n9 PRm34 Full Screen Image Viewer Page 1 of 4 4022431 12:31:2014 04:2a P1.1 `alai Pages 4 Pee Fee- EY.cC Steve Morena Ger1 and Recede,, Wed Caumy, CO . x,4...,4 r b.. Sr ,, T fA M:31[AV rn l; (...ren- Cr, hflu nni_4:. R1tma Cvnpri x. 14Hrnre.�¢F{ti-%2 kl.fA nrcn Page: 1 https://fast.firstam.net/smsfast/imaging WB/pub/pages/preview.html?Repository=imaging.... 5/14/2015 Recording Requested by: FIRST AMERICAN TITLE When recorded mail to: Weld County P.O. Box 758 Greeley, CO 80631 Ann: Ms. Barbara Kirkmeyer RECORDED ELECTRONICALLY ID(40-12451 County (4)-e0 Date ��12/3y-aotf Time W.Ye6P AI s'imptifile w w.simplifife.<om 800.460.5657 Escrow No. NCS-702315-PHXI SPECIAL WARRANTY DEED SPECIAL WARRANTY DEED 7•Z - THIS DEED, Made this 9 — day of December, 2014 between CSA19- RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company whose legal address is 3030 East Camelback Road, Phoenix, Arizona of the County of Maricopa AND State of Arizona as "Grantor" and COUNTY OF WELD, a body corporate and politic of the State of Colorado as "Grantee": WITNESSETH, That the Grantor, for and in consideration of the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm, unto the Grantee, its heirs, successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of Weld, State of Colorado, described as follows: See attached EXHIBIT "A" Legal Description also known by street and number as: 804-822 7th Street, Greeley, Colorado TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, its heirs, successors and assigns forever, subject to all current taxes and assessments, all matters of record, and all matters that would be revealed by an accurate ALTA Survey or physical inspection of the Property, the Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. STATE OF ARIZONA IN WITNESS WHEREOF, The Grantor has caused its corporate name to be hereunto subscribed by its Vice President and attested by its i1, Le t c,,t, the day and year first above written. Grantor: Attest:,n n CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company ss. County of Maricopa By: Chris Burson, Vice President 1 s�c�I giadheasseAtehadisamaal VASQUEZ Notary Public - Arizona Mar'copa County My Comm. Expires Feb 20, 7 Oil. The foregoing instrument was acknowledged before me this l'jt`day of December, 2014, by Chris Burson, a Vice President of CSAl9-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company, for the purposes therein contained. \91-6-... Notary Public 2 Exhibit "A" Legal Description of Property That certain real property located in Weld County, Colorado and legally described as follows: Parcel 1: Lots 1 through 26, Block 44, City of Greeley, Together with the North -South alley adjacent to Lots 12 through 23 and the East-West alley adjacent to Lots 9 through 12, Lots 17 and 18, and Lots 23 through 26, Block 44, City of Greeley, County of Weld, State of Colorado. Parcel 2: Lots 9 and 10, the North 1/2 of Lots 11 and 12, Lots 13 through 20, also South 1/2 of vacant alley adjacent to Lots 13 through 19, Except the East 5 feet adjacent to Lot 19, Except the West 8.65 feet of the South 1/2 of Lot 13, all in Block 37,City of Greeley, County of Weld, State of Colorado. 3 REAL PROPERTY TRANSFER DECLARATION - (TD -1000) GENERAL INFORMATION Purpose: The Real Property Transfer Declaration provides essential information to the county assessor to help ensure fair and uniform assessments for all property for property tax purposes. Refer to 39-14-102(4), Colorado Revised Statutes (C.R.S.). Requirements: All conveyance documents (deeds) subject to the documentary fee submitted to the county clerk and recorder for recordation must be accompanied by a Real Property Transfer Declaration. This declaration must be completed and signed by the grantor (seller) or grantee (buyer). Refer to 39-14-102(1)(a), C.R.S. Penalty for Noncompliance: Whenever a Real Property Transfer Declaration does not accompany the deed, the clerk and recorder notifies the county assessor who will send a notice to the buyer requesting that the declaration be returned within thirty days after the notice is mailed. l f the completed Real Property Transfer Declaration is not returned to the county assessor within the 30 days of notice, the assessor may impose a penalty of$25.00 or .025% (.00025) of the sale price, whichever is greater. This penalty may be imposed for any subsequent year that the buyer fails to submit the declaration until the property is sold. Refer to 39.14-102(l)(b), C.R.S. Confidentiality: The assessor is required to make the Real Property Transfer Declaration available for inspection to the buyer. However, it is only available to the seller if the seller filed the declaration. Information derived from the Real Property Transfer Declaration is available to any taxpayer or any agent of such taxpayer subject to confidentiality requirements as provided by law. Refer to 39-5-121.5, C.R.S and 39-13-102(5)(c), C.A.S. 1. Adctress and/or legal description of the real property old: Please do not use P.O. box numbers. f _ S:r: `J t^, `)trt_t # jit (4e_ OD Y^( / 2. ,Type of property purchased: ❑ Single Family Residential O Townhome O Condominium O Multi-Unit.Res Commercial O Industrial O Agricultural ❑ Mixed Usc 0 Vacant Land 0 Other 3. Date ofclosing: 1 nl i,r2 miff Month Day 'Year Date of contract if different than date of closing: r)- 3 ,)/4 Month Day Year 4 Total sale price: Includin,gall real and personal property. 5. Was any personal property included in the transaction? Personal property would include, but is not limited to, carpeting, window coverings, free standing appliances, equipment, inventory, furniture. lithe personal property is not listed, the entire purchas r e will be assumed to be for the real property as per 39-13-102, C.R.S. ❑ Yes No If yes, approximate value s Describe 6. Did the total sale price include a trade or exchange of additional real or personal property? If yes, give the approximate value of the go odd or services as of the date of closing. ❑ Yes I�No If yes, value $ If yes, d es this transaction involve a trade under IRS Code Section 1031? Yes No 7. 100% interest in the real property purchased? Mark "no" if only a partial interest is being purchased. WYes 0 No If no, interest purchased 8. //Is this a transaction among related parties? Indicate whether the buyer or seller arc r at d. Related parties include persons within the same family, business affiliates, or affiliated corporations. 0 Yes No 9. Check any of the followiat apply to the condition of the improvements at the time of purchase. O New O Excellent Good O Average O Fair O Poor O Salvage. If the property is financed, please complete the following. 10. Total amount financed. $ i\I-t I I. Type of financing: (Check all that apply) ❑ New O Assumed ❑ Seller ❑ Third Party ❑ Combination; Explain 12. Terms: ❑ Variable; Starting interest rate % O Fixed; Interest rate O Length of time nears O Balloon payment Yes No. If yes, amount Due date 13. Mark any that apply: 0 Seller assisted down payments, O Seller concessions, 0 Special terms or financing. If marked, please specify: For properties other than residential (Residential is defined as: single family detached, townhames, apartments and condominiums) please complete questions 14-16 if applicable. Otherwise, skip to #17 to complete. 14. Did the purchase price include a franchise or license fee? O Yes No If yes, franchise or license fee value S IS. Did the purchase price involve an installment land contract? 0 Yes �No If yes, date of contract 16. If this was a vacant land sale, was an on -site Inspection of the property conducted by the buyer prior to the closing? ❑Yes ❑No Remarks; Please include any additional Information concerning the sale you may feel is important. 17. Signed this 15 day of pro rat l r z , 20 /C/ Enter the day, month, and year, have at least one of the parties to thehransoction sign the document, and include an address and a daytime p one number. Please designate buyer or seller. • gnature of Grantee (B ycr) :a or cantor (Seller) ❑ 18. All future correspondence (tar bills, property valuations, eta.) regarding this property should he mailed to: Ir t (N D (0‘,' -flit t'( _fp, :J 1� i.7X J `. / (?IJ I .),rI -(.`. s3 Address (mailing) 't Daytime Phone [r)2 I (f ,I L2/cO City, State add Zip Code ,S DG s / First American Weld County, Colorado Attn: Barbara Kirkmeyer PO Box 758 Greeley, CO 80650 RECEIVED JAN 232015 WELD COUNTY COMMISSIONERS First American Title Insurance Company National Commercial Services 2425 E. Camelback Road, Suite 300 Phoenix, AZ 85016 Phn - (602)567-8100 Fax - (602)567-8101 asizemore@firstam.com January 10, 2015 File No: NCS-702315-PHX1 ( AS) US Mail Re: 804-822 7th Street Greeley, CO 80631 Weld County, Colorado / CSA19-Riverwalk Square, L.L.C. In connection with the above referenced escrow, we enclose the following: Check No. 1706131400 in the amount of $69.00 representing Buyer refund Final Settlement Statement Signed Estimated Settlement Statement Original: Non -Foreign Certificate Bill of Sale Assignment and Assumption of Leases Assignment and Assumption of Contracts DR 1083 - Colorado Dept. of Revenue Form ***** The balance of documents have been sent via email ***** Should you have any questions or need assistance please contact the undersigned. Sincerely, First Amgric7n Title Insurance Company acher for e Sizemore o frfiercial Escrow Officer AS\js end. e 1-2/-/S V14{ 3779 7lgt.00 3'{ First American Idle Insurance company National commercial Services, Phoenix PR. NATLAC Ofc, 771 (1706) (AS/JS) CHECK NO. 1706131400 UAI t: 01/06/2015 wt.t No. NUb-/02315-rrlxl Ski I LtMtN I UAI t: IL/IS/2019 CNtOS AMUUNI:'y by. 00 BUYER: Weld County, Colorado SELLER: CSA19-Riverwalk Square, L.L.C. Property Address: 804-822 7th Street, Greeley, CO 80631 Buyer Refund Charge Details: PAY First American Title Insurance Company National Commercial Services 2425 E. Camelback Road, Suite 300 Phoenix, AZ 85016 (602)567-8100 Re: TO THE Weld County, Colorado ORDER PO Box 758 OF Greeley, CO 80650 Re: PR. NATLAC Oft. 771(1706) First American Trust -Santa Ana - FILE NO. NCS-702315-PHX1 DOLLARS 1706131400 90-4125/1222 Date 01/06/2015 $******69.00 Void After 180 Days Escrow Trust Account 1 First American Title Insurance Company National Commercial Services 2425 E. Camelback Road, Suite 300 • Phoenix, AZ 85016 Office Phone:(602)567-8100 Office Fax:(602)567-8101 Final Settlement Statement Property: 504-822 7th Street, Greeley, CO 80631 File No: NCS-702315-PHX1 Officer; Angelique Sizemore/JS Settlement Date: 12/29/2014 Disbursement Date: 12/29/2014 Print Date: 01/06/2015, 12.54 PM Buyer: Weld County, Colorado Address: PO Box 758, Greeley, CO 80650 Setter: CSA19-Riverwalk Square, L.L.C. Address: 3030 East Camelback Road, Phoenix, AZ 85016 First American Title Insurance Company 1'hls is to certify that this is a true and ex: « e original • ument. BY Buyer Charge Buyer Credit Charge Description • Seller Charge Seller Credit —' 5,500,000 OC Total Consideration 5,530,000.00 Deposits in Escrow: 283,750.00 Receipt No. 77178055 on 1 210 4/201 4 by Weld County Colorado 25,000.00 Receipt No. 77178084 on 12/05/2014 by Ultra Escrow Inc. fbo Weld County, Colorado 5,388,188.33 Receipt No. 77178625 on 12129/2014 by Weld County, Colorado Adjustments: 275,000.00 _-_ _._ 4,174.99 Buyer's Premium to Auction.00m - 275,000.00 Pre -Paid Rent 498 14,325.00 ' Pre -Paid Partingkipenses 14,325.00 _ " 7_188.00 Lease Security Deposits _- - 7,188.00 7,362.54 Proration of Rents 7,362.54 - Prorations: 6,185.80 Taxes/Account Number R2808386 01/01/14 to 12/29/14 i$6237.06/yr 6,185.80 1,657.82 Taxes/Account R 2810886 01/01/14 to 12/29/14 1,857.82 91,777.52 Taxes/Account R 281-096 01/01/14 to 12/29/14 ($92538.11/yr _ 91,777.52 Commission: Commission Paid at Settlement to Wheeler Management Group 55,000.00 Commission Paid at Settlement to Cassidy Turley - 55,000.00 — — Title/Escrow Chimes to: 750.00 Subescrow Fee to First American Title Insurance Company National Commercial Services 750.00 Tax Certificates to First American Title Insurance Company National Commercial Services 75.00 25.00 Update Title Commitment to First American Title Insurance Company National Commercial Services 25.00 Search and Exam to First American Title Insurance Company- National Commercial Services 650.00 Policy -Standard ALTA 2006 Owner's to First American Title Insurance Commpany National Commercial Services 5,090.00 - 85.00 31.00 Policy -Extended ALTA 2006 Owner's (Extended Portion Only) to First American Title Insurance Company National Commercial Services Estimated Recording Fees to First American Title Insurance Company National Commercial Services _ - Disbursements Paid: Buyers Premium to Auction.com 275,000.00 Refund of transfer taxes to CSA19-Riverwalk Square, L.L.C. 550.00 5,089.00 Cash) From) (X To) Buyer Cash (X To) ( From) Seller 5,278,838.33 Pagel of 2 4Can0nu,e4d From Page 1 Final Settlement Statement Settlement Date: 12/29/2014 Print Date: 01/06/2015 File No: NCS-702315-PHX1 Officer: Angelique Sizemore/JS Buyer Charge 5,795,285.00 Buyer Credit 5,795,285.00 Charge Description Totals Seller Charge 5,789,325.00 Seller Credit 5,789,325.00 , Page 2 of 2 XI 1523/c s4 •Mean First American Tide Insurance Company National Commercial Services 2425 E. Camemax Road, Suite 300 • Phoenix. AZ 65018 Office PAona:i'602$873100 Me Faa802 `).,878101 Estimated Settlement Statement Amended: Monday Dec 12, 2014 4:10 PM x Property: 804-822 7th Street Greeley, CO 80031 File No: NCS•7O2315•PHX1 Officer: Angelique Sizemore/AS Estimated Settlement Crete: 12/29/2014 Disbursement Date: Print Date: 12/222014, 4:10 PM Buyer: Weld County, Colorado Address: PO Box 758. Greeley, CO 80650 Seller: CSA19•Riverwalk Square, LLC. Address: 3030 East Camelbeck Road, Phoenix, AZ 85016 Buyer Charge Buyer Credit Charge Description Seller Charge Seller Credit Consideration: 5,500,000.00 Total Consideration 55Opp,00 Deposits in Escrow: 283,750.00 Receipt No. T/178055 on 12/0412014 by Weld County Colorado 25.000.00 Receipt No. 77178084 on 1205/2014 by Ultra Escrow Inc. ibo Weld County, Colorado Adjustments: 275,000.00 275,000.00 Buyer's Premium to Aucticn.com 4,174.99 Pre -Paid Rent 4,174.69 14,325.00 Pro-Pald Parldnq Expenses 14,325.00 7,188.00 Lease Security Deposit 7,188.00 7,382.54 Proration of Rents 7,38264 Proration,: 8,185.80 Taxes/Account NUM1er 82808388 01/011141012/29/14 @$8237.06Mr 8,185.80 1,657.82 Taxea/Acmunt R 2810888 01/01/1410 12/29/14 @$1671.56/yr 1,657.82 91,777.52 Taxes/Account R 281.098 01101/14 to 12/19/14 @$92536.11M 91,777.52 Commission: Cama453ion Pad at Settlement to Wheeler Management Group 55,000.00 Comn*ssion Paid al Settement to Cassidy Turley 55,000.00 Title/Escrow Charges to: 750,00 SubowOow Fee to Rrst American Title Insurance Company National Commerdal Services 750.00 Tax Certificates to Rat American 115e Insurance Company National Commercial Services 75.00 25.00 Update Ttle Commitment to Rret American 'Rae Insurance Conpan/ National Commerdal SeMces 25.00 Seardt SAO Exam to Aral American Title Insurance Conpeny National Commerdal SeMces 850.00 PdkyStardard ALTA 2008 Owners to Rrst Amedcen Title insurance Company National Commerdal SenAces 5,090.00 85.00 Pdiry•Exterded ALTA 2008 Owner's (Extended Portion Only) to Prat American Ttie insurance Company National Commerdal SeMces 100.00 Estimated Recording Fees to Rat Mtencat Tills Insurance Company National Commercial Services Estimated State Documentary Fee (Iraroer tax) to Brat Amedam Title Insurance Company National Commercial SeMces 550.00 Dlebunenats Paid: Buyers Premium to Au:ton.cam 275,000.00 ■ L3,16a.33 'Z`wh (111 torn) ( To) Buyer Cash (X To) ( From) sailer 5,278,818.33 • 5,760,285.03 ' 6,790,285.00 totes 6,789,325.00 6,786,325.00 Mists: CB Caron& From Peary I Settlement Date: Print Date: 12/22/2014 Estimated Settlement Statement Amended: Monday Dec 22, 2014 4:10 PM File No: NCS-702315•PHX1 Officer: Angelique Sizemore/AS Notice - This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of Escrow Settlement Statement, BUYER(S): SELLER(S): Weld County, Colorado By: Barbara K$rlaneyer, Chair Pro -Tern Board of Weld County Commissioners By: Chris Burson, Its: Vice President CSA19-Riverwalk Square, L.LC., an Oklarpp limit eg liability company c04 hpe2d2 First American Tide Insurance Company National Commercial Services 2425 E. Camelback Road, Suite 300 • Phoenix. AZ 85016 Office Pnone(602)557-8100 Office Fax (602)567-8101 Estimated Setdement Statement Amended: Monday Dec 22, 2014 4:10 PM Property: 804-822 7th Street. Greeley, CO 80631 File No: NCS-702315-PHX1 Officer: Angelique Sizemore/AS Estimated Settlement Date: 12/29/2014 Disbursement Date: Print Date: 12/22/2014, 4:10 PM Buyer: Weld County, Colorado Address: PO Box 758, Greeley, CO 80650 Seller: CSA19-Riverwalk Square, L.L.C. Address: 3030 East Camelback Road, Phoenix, AZ 85016 FAST Buyer Charge Buyer Credit Charge Description Seller Charge Seller Credit Consideration: 5,500 000.00 5,500,000.00 _ Total Consideration Deposits in Escrow: 263,750.00 Receipt No.77178055 on 12/04/2014 by Weld County Colorado 25,000.00 Receipt No. 77178084 on 12/05/2014 by Ultra Escrow Inc fbo Weld County. Colorado Adjustments: 275,000.00 Buyer's Premium to Auction.com 275 000.00 4,174.99 Pre -Paid Rent 4,174.89 14,325 O0 _ Pre -Paid Perking Esenses 14,325.00 _ _ 7,188.00 Lease Security Deposits 7,188.00 7 362.54 Proration of Rents 7,362.54 Prorations: 6,185.80 Taxes/Account Number R2808386 01/01/14 to 12129/14 @56237.0,r_ 6,185.80 —_-- - 1,657.82 Taxes/Account R 2810886 01/01/14 to 12/29/14 @E1871.56/yr 1,657.82 91,777.52 Taxes/Accounl R 281-098 01/01/14 to 12/29/14 SS92538,11/yr 91,777.52 Commission: Commission Paid at Settlement to Wheeler Management Grout 55,000.00 Commission Paid at Settlement to Cassidy Turley 55,000.00 Title/Escrow Chares to: 750.00 Subescrow Fee to First American Title Insurance Com awn National Commercial Services 750.00 —.__-- Tax Certificates to First American Title Insurance Company National Commercial Services 75.00 25.00 _ Update Title commitment to First American Title Insurance Company National Commercial Services 25.00 Search and Exam to First American Title Insurance Company National Commercial Services 650.00 Policy -Standard ALTA 2006 Owner's to First American Title Insurance Company National Commercial Services 5,090.00 85.00 _ Policy -Extended ALTA 2006 Owners (Extended Portion Only) to First American Title Insurance Company National Commercial Services 100.00 Estimated Recording Fees to First American Title Insurance Com•an National Commercial Services Estimated State Documentary Fee (transfer tax) to First American Title Insurance Company National Commercial Services 550.00 Disbursements Paid: Buyers Premium to Auctlon.com 275,000.00 5,383,188.33 Cash (X From) ( To) Buyer Cash (X To) ( From) Seller 5,278,838.33 5,790 285 00 5,790.285.00 Totals 5,789,325.00 5,789,325.00 Initials: Continued From Page t Settlement Date: Print Date: 12/22/2014 Estimated Settlement Statement Amended: Monday Dec 22, 2014 4:10 PM File No: NCS-702315-PHX1 Officer: Angelique Sizemore/AS Notice — This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of Escrow Settlement Statement, BUYER(S): Weld County, Colorado ZAA - SELLER(S): CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company tf- arbara Kirkmeyerr/Chair Pro -Tetra Board of Weld County Commissioners By: Chris Burson, Its: Vice President Initials: Page 2 of 2 NON -FOREIGN CERTIFICATE AND REQUEST FOR TAXPAYER IDENTIFICATION NUMBER 1. Seller is the owner of the real estate known as ("Property"): 804-822 7th Street, Greeley, Colorado. 2. Section 1445 of the Internal Revenue code provides that a transferee ("Buyer") of a U.S. real property interest must withhold tax at a rate of 10% of the amount realized on the disposition if the transferor ("Seller") is a foreign person or corporation. Also Section 1445 requires a withholding of 28-35% in certain instances if the transferor is a domestic partnership, trust or estate, and a 10% withholding in certain instances when the transferor is a foreign shareholder, or a domestic or foreign partnership, trust or estate distributing a U.S. real property to a partner or beneficiary who is a foreign person. To inform the Buyer that withholding of tax is not required upon this transfer, the undersigned swears, affirms and certifies the following as or on behalf of the Seller: A. Seller's legal name is: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company (1) Seller is a single member LLC, wholly owned by MidFirst Bank, a federally chartered savings association, whose Tax Identification Number is provided in item "D", below. B. Seller's address: 3030 East Camelback Road, Phoenix, Arizona 85016 C. Seller is not a non-resident alien (if individual) or a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). In connection with the sale or exchange of the property, you are required by law to provide with your correct taxpayer identification number (TIN). If you do not so provide your TIN, you may be subject to civil or criminal penalties imposed by law. D. Name and Tax Identification Number for information reporting purposes: MidFirst Bank, TIN 73-0383055 This Tax Identification Number is being provided in connection with a real estate transaction. E. Seller is not a domestic partnership, domestic trust, or domestic estate of which gain from this sale is allocable to a foreign person who is a partner or beneficiary of such partnership, trust, or estate or is allocable to a portion of the trust treated as owned by a foreign person. F. Seller is not a domestic corporation which is a U.S. real property holding corporation distributing property to a foreign shareholder (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). G. Seller is not a domestic or foreign partnership, trust or estate distributing property to a foreign shareholder (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). 3. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Buyer, and that any false statement contained herein may be punished by fine, imprisonment, or both. 4. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have the authority to sign this document as or on behalf of the Seller, and that the number shown on this statement is the Seller's correct TIN. 5. Seller states that this instrument is given for the purpose of inducing COUNTY OF WELD, a body corporate and politic of the State of Colorado to purchase the Property and to First American Title Insurance Company to insure title to the property. This affidavit is made with full understanding of the law regarding liability for any misrepresentation herein. Dated as of December? , 2015. CSA19-RIVERWALK SQUARE, L.L.C., an Oki h limited liability company By: Chris Burson Its: Vice President 2 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: That CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company ("Assignor"), for and in consideration of the sum of Ten Dollars ($10.00) lawful money of the United States of America, and other good and valuable consideration to it in hand paid by COUNTY OF WELD, a body corporate and politic of the State of Colorado (the "Assignee") pursuant to that certain Sale Agreement and Escrow Instructions between the Assignor, as "Seller", and the Assignee, as "Buyer" made and entered into as of December 4 , 2014 (the "Contract"), the receipt whereof is hereby acknowledged, by these presents does hereby assign, sell, transfer and convey to Assignee all personal property owned by Seller located on, attached to or used in connection with the Property as that term is defined in the Contract, including but not limited to the personal property described on Exhibit "A" attached hereto and made a part hereof. By the execution hereof, the Assignee acknowledges and agrees that the transfer of the Personal Property is made on an "as -is", "where -is" basis, and the Assignee further acknowledges and agrees that the terms and provisions of the Contract, including but not limited to the provisions of Sections 4.02, Section 4.03 and Section 4.04 of the Contract are expressly incorporated herein IN WITNESS WHEREOF, the Assignor has hereunder set its hand as of this day of December, 2014. CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company By: a,e, Chris Burson Its: Vice President ACKNOWLEDGED AND AGREED TO BY ASSIGNEE THIS _ day of December, 2014. ASSIGNEE: COUNTY OF WELD, a body corporate and politic of the State of Colorado By: Barbara Kirkmeyer, Chair Pro -Tern Board of Weld County Supervisors BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: That CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company ("Assignor"), for and in consideration of the sum of Ten Dollars ($10.00) lawful money of the United States of America, and other good and valuable consideration to it in hand paid by COUNTY OF WELD, a body corporate and politic of the State of Colorado (the "Assignee") pursuant to that certain Sale Agreement and Escrow Instructions between the Assignor, as "Seller", and the Assignee, as "Buyer" made and entered into as of December 4 , 2014 (the "Contract"), the receipt whereof is hereby acknowledged, by these presents does hereby assign, sell, transfer and convey to Assignee all personal property owned by Seller located on, attached to or used in connection with the Property as that term is defined in the Contract, including but not limited to the personal property described on Exhibit "A" attached hereto and made a part hereof. By the execution hereof, the Assignee acknowledges and agrees that the transfer of the Personal Property is made on an "as -is", "where -is" basis, and the Assignee further acknowledges and agrees that the terms and provisions of the Contract, including but not limited to the provisions of Sections 4.02, Section 4.03 and Section 4.04 of the Contract are expressly incorporated herein IN WITNESS WHEREOF, the Assignor has hereunder set its hand as of this J / day of December, 2014. CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company By: Chris Burson Its: Vice President ACKNOWLEDGED AND AGREED TO BY ASSIGNEE THIS day of December, 2014. ASSIGNEE: COUNTY OF WELD, a body corporate and politic of the State ofolorado arbara Kirkmeber, Chairm Board of Weld County Commissioners EXHIBIT "A" TO BILL OF SALE PERSONAL PROPERTY PERSONAL PROPERTY LISTING Quantity Lincoln Room - 3rd Floor Conference Tables Conference Arm Chairs, Swivel, Roller, Fabric Sideboards Television Armoire RCA Television Wall Presentation Units Podium with built-in amplifier Easel Side chairs, Metal w/ fabric, Black Framed Art Print, Western Framed Art Print, Western Coffee Maker, 2 -pot, Bunn Policom Building Break Room - 3rd Floor Table 30" (in storage - 4th floor) Table 48" (in storage - 4th floor) Microwave Oven, 1000W, Panasonic Refrigerator/Freezer, Kelvinator Bulletin Board, Framed, Cork Trash can, Metal Maintenance Office - 2nd Floor Desk, Oak, 60" Desk Oak 72" Credenza, Oak Storage Unit, Oak File Cabinet, 4 -drawer, Lateral, Metal Bookcase, Wood, 5 -shelf Computer Desk, Wood Cube End Table Side Chair, Oak, Fabric, Blue Side Chair, Metal, Fabric, Black/Green Secretary Chair, Fabric, Brown Computer, USB 14 28 2 1 1 2 1 1 25 1 4 1 1 3 4 1 1 1 1 1 1 2 1 1 1 1 1 4 1 3 1 Monitor, IBM Building Manager, Excel 15B Printer, Samsung UPS, Powerware 9120 Line Conditioner Router, D -Link Overhead Projector Tool Room - 2nd Floor Jig Saw, Black and Decker Hammer Drill, Makita Circular Saw, Craftsman Router, Craftsman Drill 1/2", Black & Decker Belt Sander, Black & Decker Planer, Black & Decker Miter Saw, Makita Powder Actuated Tool, Remington Staple Gun, Arrow Paint Sprayer, Wagner Brad Nailer, Accuset Vacuum, 2 gal, Craftsman Porter Cable Drill Screw Gun, DeWalt Step Ladder, Wood Step Ladder, Fiberglass, various heights Assortment of hand tools, wrenches, screwdrivers, etc. Spare Locksets, replacement parts, back stock items Blueprint File (and building prints) Housekeeping Office - 2nd Floor Vacuum, Scandia, Back -pack Vacuum, Clarke Buffer, Mercury Dolly, Utility, Green Step Ladder, Wood Trash Tub, Rolling, Plastic, Gray Cleaning Cart Trash Can, Rolling, with Cleaning Apron Annex Suite 10 Dishwasher, GE Refrigerator, Kelvinator 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 2 2 1 1 1 1 1 1 5 Assorted Assorted 1 1 1 1 1 1 1 2 5 1 1 Refrigerator, Kenmore 1 Maintenance Shop - 4th Floor Halogen Lamp, 2 -fixture with stand Halogen Lamp, 1 -fixture Bench Grinder Pipe Wrenches Step Ladder, Wood Vacuum, 18 Gal, ShopVac Vacuum, 16 Gal, Craftsman Table Saw, 10" Craftsman Paint Sprayer Scaffold, Rolling Bench Vise Power Washer, Honda Carpet Dolly, 2 -wheel, Red Furniture Dolly, 4 -caster, Wood Dolly, Utility, Green Dolly, Utility, Black Air Compressor, Ingersoll Rand 2nd Floor Vacant Office Conference Table, Wood Conference Arm Chairs, Fabric, Blue Elevator Lobby (East) - 1st Floor Sofa Table, Slate Top Hallway - 2nd Floor Bench, Leather, Tan Framed Art Print, Cowboy Boots Framed Photograph, Historic Greeley, 48"x34" Framed Photograph, Historic Greeley, 44"x34" Framed Photograph, Historic Greeley, 36"x34" Hallway - 3rd Floor Framed Art Print, Rock House Framed Art Print, Farmstead Bench, Teak Hallway - 5th Floor Chair, Leather, Brown End Table 1 1 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 1 14 1 1 1 4 1 1 1 1 1 2 1 i Table Lamp, Modern Framed Art Print, Dancers Framed Art Print, Musical Instruments Framed Art Print, Jazz Potted Plants, Artificial Hallway - 6th Floor Framed Art Print, Pots 1 1 2 1 2 2 Hallway - 7th Floor Framed Art Print, Pussywillows 2 Plaza Area Note: Green benches, trash and ash receptacles were purchased through City of Greeley but owned by Greeley Plaza property, including trash receptacle on city sidewalk at west entrance to building. Green Park Benches Green Trash Receptacles Green Cigarette Receptacle Green Bike Rack Concrete Ash Receptacles Concrete Trash Receptacles General Trenant #250, Propane powered, riding, Plaza/street sweeping machine All fire extinguishers and fire hoses in place throughout common areas and in tenant suites are property of building ownership. 8 4 1 1 8 2 1 ASSIGNMENT AND ASSUMPTION OF LEASES THIS 4SSIGNMENT AND ASSUMPTION OF LEASES (the "Assignment") is made effective as of this �'l"day of December, 2014 (the "Effective Date"), by and between CSA19-RIVERWALK SQUARE, L.C., an Oklahoma limited liability company (the "Assignor"), and COUNTY OF WELD, a body corporate and politic of the State of Colorado (the "Assignee"). RECITALS: A. Assignor is presently the owner and holder of all of the lessor's interest in the leases and tenancies described on Exhibit "A" attached to and incorporated into this Assignment (collectively, the "Leases"). B. Pursuant to the terms of that certain Sale Agreement and Escrow Instructions between Assignor, as "Seller", and Assignee, as "Buyer," made and entered into as of December 4, 2014 (the "Contract"), Assignor is assigning to Assignee and Assignee is acquiring from Assignor all of Assignor's interest as lessor in and to the Leases and assuming all of the obligations of the Assignor therein. ASSIGNMENT AND ASSUMPTION: FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, it is agreed as follows: 1. Assignment and Assumption. Subject to the terms of this Assignment, Assignor does hereby assign, transfer, set over, deliver and convey unto Assignee, and Assignee hereby accepts, all right, title and interest of Assignor in, to and under the Leases, all guaranties of the Leases, if any, and all rents, revenues, income, profits and receipts due under the Leases allocable to the period from and after the Effective Date. It is specifically agreed that Assignor shall not be responsible to the lessee under the Leases for the obligations of lessor under the Leases accruing from and after the Effective Date. By accepting this Assignment and by its execution hereof, Assignee hereby (i) assumes and agrees to perform all of the obligations of lessor under the Leases accruing from and after the date hereof, including but not limited to the obligation to repay in accordance with the terms of the Leases to the lessees there under any and all refundable deposits and (ii) agrees to hold Assignor harmless for, from, and against the obligations of lessor under the Leases arising on or after the date hereof. Assignee acknowledges that the assignment of tenant security deposits is being effected by a credit to Assignee against the Price under the terms of the Agreement. 2. As -is, Where -is Assignment. By the execution hereof, the Assignee acknowledges and agrees that Assignor's assignment of the Leases is made on an "as -is", "where -is" basis, and the Assignee further acknowledges and agrees that the terms and provisions of the Contract, including but not limited to the provisions of Sections 4.02, Section 4.03 and Section 4.04 of the Contract are expressly incorporated herein. 3. Binding Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. 4. Counterparts. This Assignment may be executed through use of counterparts and when so executed and affixed to this Assignment, the counterparts shall be considered for all purposes to be a single instrument. IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above. ASSIGNOR: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company By: Chris Burson Its: Vice President ASSIGNEE: COUNTY OF WELD, a body corporate and politic of the State of Colodo By: /Barbara Kirkmeyer,,Chair Pro- em Board of Weld County Commissioners 2 4. Counterparts. This Assignment may be executed through use of counterparts and when so executed and affixed to this Assignment, the counterparts shall be considered for all purposes to be a single instrument. IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above. ASSIGNOR: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company By: Chris Burson Its: Vice President ASSIGNEE: COUNTY OF WELD, a body corporate and politic of the State of Colorado By: Barbara Kirkmeyer, Chair Pro -Tern Board of Weld County Supervisors 2 Exhibit "A" Description of Leases 1. Office Lease Agreement dated December 27, 1999, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. III Partnership, a Colorado limited partnership, and Robert G. Tointon, an individual, collectively as Landlord, and Bank One, Colorado, National Association, a National Banking Association, as Tenant, as amended by that certain First Amendment to Office Lease Agreement dated as of March _, 2009, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, Colorado Recovery Properties Ltd. III Partnership, and Robert G. Tointon, as Landlord, and JPMorgan Chase Bank, National Association, a national banking association, successor -in -interest to Bank One, Colorado, National Association, as Tenant, and that certain Second Amendment to Office Lease Agreement dated April 3, 2014, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Landlord, and JPMorgan Chase Bank, National Association, as Tenant (the "Chase Lease"). 2. Lease Agreement dated May 13, 2013, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, as Landlord, and Mike Tevelde, an individual, as Tenant, as amended by that certain First Agreement to Extend Lease dated October 28, 2013, and that certain Second Agreement to Extend Lease dated May 12, 2014 (the "Tevelde Lease"). 3. Office Lease Agreement dated August 11, 2003, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and Lextron, Inc., a Colorado corporation, as Tenant, as amended by that certain Amendment of Lease Agreement dated February 20, 2007, that certain Amendment of Lease Agreement dated December 11, 2007, that certain Third Amendment of Lease Agreement dated July 15, 2008, by Greeley Plaza, LLC, a Colorado limited liability company, as successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Lextron, Inc., as Tenant, that certain Fourth Amendment of Lease Agreement dated as of September 15, 2011, that certain Fifth Amendment of Lease Agreement dated May 24, 2012, that certain Sixth Amendment to Office Lease Agreement dated August 24, 2012, by CSA19-Riverwalk Square, L.L.C., as successor -in -interest to Greeley Plaza, LLC, as Landlord, and Lextron, Inc., as Tenant, that certain Seventh Amendment to Office Lease Agreement dated October 1, 2013, by and between CSA19-Riverwalk Square, L.L.C., as Landlord, and Animal Health International, Inc., a Colorado corporation formerly known as Lextron, Inc., as Tenant, that certain Eighth Amendment to Office Lease Agreement dated March 14, 2014, and that certain Ninth Amendment to Office Lease Agreement dated August 29, 2014 (the "Animal Health Lease"). 4. Office Lease Agreement dated March 1, 2002, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and Colorado Cattle Feeders Association, a Colorado Corporation, as Tenant, as amended by that certain Amendment of Lease Agreement dated as of January 19, 2007, that certain Second Amendment to Lease Agreement 3 dated January 20, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Colorado Cattle Feeders Association, as Tenant, and that certain Third Amendment to Lease Agreement dated February 14, 2013, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Landlord, and Colorado Livestock Association (f/k/a Colorado Cattle Feeders Association), a Colorado nonprofit corporation, as Tenant (the "Colorado Livestock Lease"). 5. Office Lease Agreement dated May 22, 2002, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and Houtchens, Daniel & Greenfield LLC, a Colorado limited liability company and Thomas A. Houtchens, an individual, collectively as Tenant, as amended by that certain Amendment of Lease Agreement dated May 22, 2009, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Houtchens, Houtchens & Greenfield, LLC, a Colorado limited liability company, successor -in -interest to Houtchens, Daniel & Greenfield LLC and Thomas A. Houtchens, as Tenant, and that certain Second Amendment to Office Lease Agreement dated December 16, 2013, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Landlord, and Houtchens, Houtchens & Greenfield, LLC, as Tenant (the "Houtchens Lease"). 6. Lease Agreement dated February 11, 2013, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, as Landlord, and The State of Colorado, acting by and through the Office of the State Public Defender, as Tenant, as amended by that certain First Amendment to Lease dated October 22, 2013 (the "Public Defender Lease"). 7. Lease Agreement dated October 27, 2006, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Lessor, and The State of Colorado, acting by and through the Department of Human Services for the use and benefit of the Division of Vocational Rehabilitation, as Lessee, as amended by that certain First Amendment to Lease dated March 21, 2008, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in - interest to Greeley Lincoln Park Properties, LLC, as Successor Lessor, and The State of Colorado, acting by and through the Department of Human Services, for the use and benefit of the Division of Vocational Rehabilitation, as Lessee, that certain Second Amendment to Lease dated January 25, 2011, that certain Third Amendment to Lease dated March 28, 2011, and that certain Fourth Amendment to Lease, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Successor Lessor, and The State of Colorado, acting by and through the Department of Human Services for the use and benefit of the Division of Vocational Rehabilitation, as Lessee and/or Tenant (the "Vocational Rehab Lease"). 8. Building Option and Lease Agreement dated November 3, 1995, by and between Bank One — Colorado, N/A., as Lessor, and U S WEST NewVector Group, Inc., as Lessee, as amended by that certain Amendment to Building Option and Lease Agreement dated March 8, 2002, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. III Partnership, a Colorado limited partnership, and Robert G. Tointon, 4 an individual, as successor -in -interest to Bank One — Colorado, N/A., collectively as Lessor, and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, as successor -in -interest to U S WEST NewVector Group, Inc., as Lessee, and that certain Second Amendment to Building Option and Lease Agreement dated December 7, 2009, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, Colorado Recovery Properties Ltd. III Partnership, and Robert G. Tointon, as Lessor, and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, as Lessee (the "Verizon Lease"). 9. Lease Agreement dated January 10, 2000, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and National Onion Association, as Tenant, as amended by that certain Amendment of Lease Agreement dated April 1, 2004, that certain Second Amendment of Lease Agreement dated May 22, 2008, by and between Greeley Plaza, LLC, as successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and National Onion Association, as Tenant, and that certain Third Amendment of Lease Agreement dated April 17, 2012 (the "National Onion Association Lease"). 10. Office Lease Agreement dated August 16, 2011, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Landlord, and Peek Law Firm, LLC, a Colorado limited liability company, as Tenant (the "Peek Lease"). 11. Office Lease Agreement dated February 21, 2011, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Landlord, and McAdams Law Office, LLC, a Colorado limited liability company, as Tenant (the "McAdams Lease"). 12. Lease Agreement dated February 29, 2000, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and Greeley/Weld EDAP, Inc., as Tenant, as amended by that certain Amendment of Lease Agreement dated April 24, 2006, by and between Greeley Lincoln Park Properties, LLC, as Landlord, and Greeley/Weld County Economic Development Action Partnership, Inc. (doing business as Upstate Colorado Economic Development) formerly known as Greeley/Weld EDAP, Inc., as Tenant, and that certain Second Amendment of Lease Agreement dated February 28, 2011, by and between Greeley Plaza, LLC, as successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Greeley/Weld County Economic Development Action Partnership, Inc. (doing business as Upstate Colorado Economic Development), as Tenant (the "Upstate Colorado Lease"). 13. Office Lease Agreement dated September 21, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Landlord, and Witwer, Oldenburg, Barry & Johnson, LLP, a Colorado limited liability partnership, as Tenant (the "Witwer Lease"). 14. Lease Agreement dated September 29, 2014, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, as Landlord, and Global Pipeline Consulting Inc., a Delaware corporation, as Tenant, as amended by that certain First Amendment to Lease Agreement dated October 1, 2014 (the "Global Pipeline Lease"). 5 15. Internet Equipment Site Agreement dated January 3, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Property Owner, and JAB Wireless Inc d/b/a Skybeam, a Colorado Corporation, as Skybeam (the "Skybeam Lease"). 16. Roof Top Lease With Option dated June 30, 2001, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. III, a Colorado limited partnership, and Robert G. Tointon, an individual, collectively as Lessor, and Cricket Colorado Property Company, a Delaware corporation, as Lessee (the "Cricket Lease"). 17. No Surface Occupancy Oil and Gas Lease dated December 14, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Lessor, and Mineral Resources, Inc., as Lessee (the "Oil & Gas Lease 1"). 18. No Surface Occupancy Oil and Gas Lease dated December 14, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Lessor, and Mineral Resources, Inc., as Lessee (the "Oil & Gas Lease 2"). 19. No Surface Occupancy Oil and Gas Lease dated December 14, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Lessor, and Mineral Resources, Inc., as Lessee (the "Oil & Gas Lease 3"). 20. Lease dated February 9, 2000, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Lessor, and The City of Greeley, a Colorado Municipal Corporation, as Lessee (the "Parking Lot Lease") 6 ASSIGNMENT AND ASSUMPTION OF CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (the "Assignment") is made as of December , 2014 (the "Effective Date"), by and between by and between CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company (the "Assignor"), and COUNTY OF WELD, a body corporate and politic of the State of Colorado (the "Assignee"). RECITALS: A. Assignor is presently the party to whom services are due under the contracts (collectively, the "Contracts") described on Exhibit "A" attached hereto and by this reference incorporated herein. B. Pursuant to the terms of that certain Sale Agreement and Escrow Instructions between Assignor, as "Seller", and Assignee, as "Buyer," made and entered into as of December 4, 2014 (the "Contract"), Assignor is assigning to Assignee and Assignee is acquiring from Assignor all of Assignor's interest in and to the Contracts and assuming all of the obligations of the Assignor therein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as set forth below. AGREEMENT: 1. As -is, Where -is Assignment. Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of Assignor's right, title and interest in, to and under the Contracts on an "as -is", "where -is" basis without any representation or warranty of any type of nature. By the execution hereof, the Assignee acknowledges and agrees that the terms and provisions of the Contract, including but not limited to the provisions of Sections 4.02, Section 4.03 and Section 4.04 of the Contract are expressly incorporated herein. 2. Assumption. Assignee hereby assumes and agrees to pay for all sums, and perform, fulfill and comply with all covenants and obligations, which are to be paid, performed and complied with by the holder of the interest of the person to whom services is due under the Contracts and covering the period of time following the closing (the "Closing", as defined in the Purchase Agreement. 3. Indemnification. Assignee shall and does hereby indemnify Assignor against, and agrees to hold Assignor harmless from, all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with the Contracts, based upon or arising out of the Contracts occurring or alleged to have occurred subsequent to the Closing. Assignor shall and does hereby indemnify Assignee against, and agrees to hold harmless from, all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with the Contracts, based upon or arising out of the Contracts occurring or alleged to have occurred between the date on which Assignor obtained title to the Property and the date hereof. 4. Binding Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. 1 5. Counterparts. This Assignment may be executed through use of counterparts and when so executed and affixed to this Assignment, the counterparts shall be considered for all purposes to be a single instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date set forth above. ASSIGNOR: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company Chris Burson, Vice President ASSIGNEE: COUNTY OF WELD, a body corporate and politic of the State of Colorado By: Barbara ICirluneyer, Chair Pro-Tem Board of Weld County Supervisors 2 5. Counterparts. This Assignment may be executed through use of counterparts and when so executed and affixed to this Assignment, the counterparts shall be considered for all purposes to be a single instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date set forth above. ASSIGNOR: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company Chris Burson, Vice President ASSIGNEE: COUNTY OF WELD, a body corporate and politic of the State of Colprado By: arbara Kirkmeye}, Chair Pr Tem Board of Weld County Commissioners 2 Exhibit "A" Description of Contracts Commercial Cleaning — Janitorial CMS Mechanical — HVAC Maintenance Fire Alarm Systems — Fire Protection Maintenance and Monitoring Thomas & Tyler — Maintenance Person AAA Pest Pros — Exterminating Fisher Landscaping — Snow Removal and Landscaping Northern CO Disposal — Trash Removal DR 1083 (10/17/13) COLORADO DEPARTMENT OF REVENUE Denver, CO 80261-0005 www. TexCafon3do.corn i�� JiJo� maonai Information with Respect to a Conveyance of a Colorado Real Property Interest 1. Transferor's Last Name XIidric5t ge,Ak G5A-11 —IQtvf,Q4/4cK First Name 4,...44.6; G.C.G. Middle Initial _A.w7( Address fo go Z 67S -O City OK44oMQ C:Iy State O/c Zip if/t 6 I Spouse's Last Name (if applicable) First Name Middle Initial Address City State Zip 2. Transferor Is (check one): Other (specify) If o/t�her. please specify: S4.4.15 /,,;/ 444. krtl ea,, ■ Individual • Estate ❑ Corporation ■ Trust 3. SSN Colorado Account Number 4. FEIN T 73— o333os 5. Type of property sold / 0e4ILt, 6.date of closing (MM/ooris: /Z1L7iZY 7. Address or legal description of property sold ? oLf--'%12- ?'r` S¢Ki-.4— City ec Je7 State CO Zip FOG 3I 8. Selling price of the property $ S (c0J 0 9. Selling price of this transferor's interest $ 5 5 -JD// ono 10. If Colorado tax was withheld, check this box • 11. Amount of tax withheld $ 12. If withholding is not made, give reason (check one): a. Affirmation of Colorado residency signed b. Affirmation of permanent place of business signed c. Affirmation of principal residence signed d. Affirmation of partnership signed e. Affirmation of no tax reasonably estimated to be due to no gain on sale signed f. No net proceeds CI ■ ■ ■ ilgt ■ 13. Title Insurance Company i£i.s4- / ,v«, 7,,f /4s64•anuc (9A,ti .7 /1440.4,t( (.o►t„crt( S�.►�rr..ej Phone Number (&'Z )sb7-Y(( Address t vs' E CuMt.{‘,,,,,1 4(1 S,,, ,?0J / City I 114Ae„/A State /I-2-8'3 Zp 6 File this form together with DR 1079, if applicable, within 30 days of the closing date with the Colorado Department of Revenue Denver, CO 80261-0005 i1Jm® mm�ft« W]Uaa 141083 29999 _ Affirmation of Colorado Residency I (we) hereby affirm that I am (we are) the transferor(s) or the fiduciary of the transferor of the property described on this DR 1083 and that as of the date of closing I am (we are) or the estate or the trust is a resident of the State of Colorado. Signed under the penalty of perjury Signature of transferor or fiduciary Dale {Mwooryyl Spouse's signature Of applicable) Date (MWDom) Affirmation of Permanent Place of Business I hereby affirm that the transferor of the property described on this DR 1083 is a corporation which maintains a permanent place of business in Colorado, Signed under the penalty of perjury. Signature of corporate officer Dale (61i'JDDfYY) Affirmation of Sale by Partnership I hereby affirm that the transfer of property described on this DR 1083 was sold by an organization defined as a partnership under section 761(a) of the Internal Revenue Code and required to file an annual federal partnership return of income under section 6031(a) of the Internal Revenue Code. Signed under the penalty of perjury. Signature of general partner Data (MMaonm) Affirmation of Principal Residence I hereby affirm that I am (we are) the transferor(s) of the property described on this DR 1083 and Immediately prior to the transfer it was my (our) principal residence which could qualify for the exclusion of gain provision of section 121 of the Internal Revenue Code. Signed under the penalty of perjury. Signature of transferor Date (MMlDorry) Spouse's signature If applicable Date (MMDDfYY) Affirmation of No Reasonably Estimated Tax to be Due I hereby affirm that I am (we are) the transferor(s) or an officer of the corporate -transferor or a fiduciary of the estate or trust -transferor of the property described on the front side of this form, and I (we) further affirm that there will be no Colorado income tax reasonably estimated to be due on the part of the transferor(s) as a result of any gain realized on the transfer. Please understand before you sign this affirmation that nonresidents of Colorado are subject to Colorado tax on gains from the sale of Colorado real estate to the extent such gains are included in federal taxable income. Signed under the penalty of perjury. Signature of n ror, offic or fiduciary Date iMMJDDrYY) /1-7/7(/ 4( Dale IMWDDM Spouse's ignalure if applicable Instructions for DR 1083 In general. With certain exceptions, sales of Colorado real property valued of $100,000 of more, and are made by nonresidents of Colorado, are subject to a withholding tax in anticipation of the Colorado income tax that will be due on the gain from the sale. A transferor who is an individual, estate, or trust will be subject to the withholding tax if either the federal Form 1099-S to be filed with the Internal Revenue Service to report the transaction or the authorization for the disbursement of the funds resulting from the transaction shows a non -Colorado address for the transferor. A corporate transferor will be subject to the withholding tax if immediately after the transfer of the title to the Colorado real property interest, it has no permanent place of business in Colorado. A corporation will be deemed to have a permanent place of business in Colorado if it is a Colorado domestic corporation, if it is qualified by law to transact business in Colorado, or if it maintains and staffs a permanent office in Colorado. Amount of withholding. The withholding shall be made by the title insurance company or its authorized agent or any attorney, bank, savings and loan association, savings bank, corporation, partnership, association, joint stock company, trust, unincorporated organization or any combination thereof acting separately or in concert that provides closing and settlement services. The amount to be withheld shall be the lesser of: (a) two percent of the selling price of the property interest or, (b) the net proceeds that would otherwise be due to the transferor as shown on the settlement statement. "Closing and settlement services" means providing services for the benefit of all necessary parties in connection with the sale, leasing, encumbering, mortgaging, creating a secured interest in and to the real property, and the receipt and disbursement of money in connection with any sale, lease, encumbrance, mortgage, or deed of trust. [§10-11-102 (3.5), C.R.S.] Exceptions to Withholding. Withholding shall not be made when: • the selling price of the property is not more than $100,000; or or • the transferor is an individual, estate, or trust and both the Form 1099-S and the authorization for disbursement of funds show a Colorado address for the transferor; • the transferee is a bank or corporate beneficiary under a mortgage or beneficiary under deed of trust, and the Colorado real property is acquired in judicial nonjudicial foreclosure or by deed in lieu of foreclosure; or • the transferor is a corporation incorporated under Colorado law or currently registered with the Secretary of State's Office as authorized to transact business in Colorado; or • the title insurance company or the person providing the closing and settlement services, in good faith, relies upon a written affirmation executed by the transferor, certifying under the penalty of perjury one of the following: • that the transferor, if a corporation, has a permanent place of business in Colorado; • that the transferor is a partnership as defined in section 761(a) of the Internal Revenue Code required to file an annual federal return of income under section 6031(a) of the Internal Revenue Code; • that the Colorado real property being conveyed is the principal residence of the transferor which could qualify for the exclusion of gain provisions of section 121 of the Internal Revenue Code; • that the transferor will not owe Colorado income tax reasonably estimated to be due from the inclusion of the actual gain required to be recognized on the transaction in the gross income of the transferor. Normally Colorado tax will be due on any transaction upon which gain will be recognized forfederal income tax purposes. Gain will normally be recognized for federal income tax purposes any time the selling price of the property exceeds the total of the taxpayer's adjusted basis in the property, plus the expenses incurred in the sale of the property. The taxpayer's adjusted basis of the property will normally be the taxpayer's total investment in the property, minus any depreciation thereon he has previously claimed for federal income tax purposes. Partnership as Transferor. Sales of real property interests by organizations recognized as partnerships for federal income tax purposes and required to file annual federal partnership returns of income will not be subject to the Colorado withholding tax. This exception will not apply to joint ownerships of property which are not recognized as partnerships for federal income tax purposes. The sale of property jointly owned by a husband and wife, for example, is a sale by two individuals, not a sale by a partnership, and not exempt from withholding tax. Completion of DR 1083. DR 1083 must be completed and submitted to the Department of Revenue with respect to sales of Colorado real property if Colorado tax was withheld from the net proceeds from the sale, or if Colorado tax would have been withheld but for the signing of an affirmation by the transferor. Information. Forms and additional information are available through the Tax Information Index at www.TaxColorado.com or call (303) 238-SERV (7378) for information. Line 1. Enter the name and address of the transferor. In the case of multiple transferors of the same real property, a separate DR 1083 must be filed for each transferor except that if the transferors are husband and wife at the time of closing who held the property as joint tenants, tenants by the entirety, tenants in common, or as community property, and they are both subject to withholding or both exempt from withholding, treat them as a single transferor and list both of their names on line 1. Do not list husband and wife as one transferor if they do not choose to be listed as one transferor. Use the same address as is used on the federal FORM 1099-S if one is required to be filed. Otherwise, use the most current address available. Line 3. If both husband and wife are listed on line 1, show both Social Security Numbers on line 3. Line 5. Type of property sold would be residential, rental, commercial, unimproved land, farm, etc. Line 6. Address or legal description would be the same as shown on federal FORM 1099-S. Line 7. Date of closing would be the same as shown on Line 8. Form 1099-S. Selling price of the property is the contract sales price. Selling price means the sum of: the cash paid or to be paid but not including interest; • the fair market value of other property transferred or to be transferred; and • the outstanding amount of any liability assumed by the transferee to which the Colorado real property interest is subject immediately before and after the transfer. Line 9. Selling price of the transferor's interest is that part of the selling price entered on line 8 apportioned to the ownership interest of the transferor for whom the DR 1083 is being prepared. For example, if the property was owned 60% by Smith and 40% by Jones and the property was sold for $150,000, the DR 1083 being prepared for Jones would show $150,000 on line 8 and $60,000 on line 9. Note that it is the amount on line 8 that determines whether or not the $100,000 withholding tax threshold is met, not the amount entered on line 9, but the withholding is to be computed on the amount on line 9 if it is smaller than the amount on line 8. Line 10 If Colorado tax is withheld on the transaction, check the box on line 10 and show the amount withheld on line 11. Line 11 If Colorado tax is being withheld on the transfer, the title insurance company orthe person providing the closing and settlement services must complete DR 1079 which is the form used to transmit the tax withheld to the Colorado Department of Revenue. Line 12. If Colorado tax is not withheld on the transaction, check appropriate box on line 12. Due date and penalty. The title insurance company or other person providing the closing and settlement services must file DR 1083, together with DR 1079 if Colorado tax was withheld on the transfer, with the Colorado Department of Revenue within 30 days of the closing date of the transaction. Any title insurance company or its authorized agent which is required to withhold any amount pursuant to §39-22-604.5, C.R.S. (relating to withholding on transfers of Colorado real property interests) and fails to do so shall be liable for the greater of five hundred dollars or ten percent of the amount required to be withheld, not to exceed twenty-five hundred dollars. Form No. 1402.06 ALTA Owner's Policy (6-17-06) • 1100302P050600 Policy Page 1 Policy Number: 702315 OWNER'S POLICY OF TITLE INSURANCE ISSUED BY First American Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions. First American Title insurance Company Ounms J uiknoe President Jedr-r 5 F >icre:n^r I-la-ao (5 0201q-3 779 Pie.ws y Form No. 1402.06 Policy Page 2 ALTA Owners Policy (6-17-06) Policy Number: 702315 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: I. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (I) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 1W; or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any Gen on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (2) (3) (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. 0) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or Or) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (I) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in First American Title Insurance Company Form No. 1402.06 Policy Page 3 ALTA Owner's Policy (6-17-06) Policy Number: 702315 Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e -mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (H) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. First American Title Insurance Company Form No. 1402.06 Policy Page 4 ALTA Owner's Policy (6-17-06) Policy Number: 702315 (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules'). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (Hi) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or Federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department. POLICY OF TITLE INSURANCE S S A M E R 7 C 9 First American Title Insurance Company Form No. 1402.06 Policy Page 5 ALTA Owner's Policy (6-17-06) Policy Number: 702315 SCHEDULE A First American Title Insurance Company Name and Address of the issuing Title Insurance Company: First American Title Insurance Company 2425 E. Camelback Road, Suite 300 Phoenix, AZ 85016 File No.: NCS-702315-PHX1 Address Reference: 804-822 7th Street, Greeley, CO 80631 Amount of Insurance: $5,500,000.00 Date of Policy: December 31, 2014 at 4:28 PM Policy No.: 702315 1. Name of Insured: County of Weld, State of Colorado 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: County of Weld, State of Colorado 4. The Land referred to in this policy is described as follows: Parcel 1: Lots 1 through 26, Block 44, City of Greeley, Together with the North -South alley adjacent to Lots 12 through 23 and the East-West alley adjacent to Lots 9 through 12, Lots 17 and 18, and Lots 23 through 26, Block 44, City of Greeley, County of Weld, State of Colorado. Parcel 2: Lots 9 and 10, the North 1/2 of Lots 11 and 12, Lots 13 through 20, also South 1/2 of vacant alley adjacent to Lots 13 through 19, Except the East 5 feet adjacent to Lot 19, Except the West 8.65 feet of the South 1/2 of Lot 13, all in Block 37, City of Greeley, County of Weld, State of Colorado. First American Title Insurance Company Form No. 1402.06 Policy Page 6 ALTA Owner's Policy (6-17-06) Policy Number: 702315 SCHEDULE B File No.: NCS-702315-PHX1 Policy No.: 702315 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: 1. Water rights, claims or title to water, whether or not shown by the public records. 2. An easement for non -motor vehicle ingress and egress and incidental purposes granted to Benjamin A. Eckhardt and Dorothy Eckhardt, as set forth in an instrument recorded April 20, 1976 at Reception No. 1686399. NOTE: Decree of Quiet Title in connection therewith recorded October 2, 1975 at Reception No. 1671297. 3. Lease by and between Bank One - Colorado, N.A., formerly known as The Greeley National Bank of Greeley, Colorado, a National Banking Association, as lessor, and U S West NewVector Group, Inc., as lessee, as evidenced by Memorandum of Building Option and Lease Agreement recorded December 1, 1995 at Reception No. 2465948. NOTE: Notice of Exercise of Option in connection therewith recorded May 22, 1996 at Reception No. 2492575. 4. Terms, conditions, provisions, obligations and agreements as set forth in the Memorandum of Agreement recorded October 12, 2000 at Reception No. 2799928. 5. Lease by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. III, a Colorado limited partnership, and Robert G. Tointon, an individual, as lessor, and Cricket Colorado Property Company, a Delaware corporation, as lessee, as evidenced by Memorandum of Lease and Option recorded October 29, 2001 at Reception No. 2895471. 6. Terms, conditions, provisions, obligations and agreements as set forth in the Ordinance No. 5, Series of 2002 recorded February 26, 2002 at Reception No. 2928003 and amended by Ordinance No. 8, Series of 2003 recorded February 19, 2003 at Reception No. 3033543. 7. Terms, conditions, provisions, obligations and agreements as set forth in the City of Greeley Historic Preservation Commission Certificate of Designation recorded December 30, 2002 at Reception No. 3019389. 8. Terms, conditions, provisions, obligations and agreements as set forth in the License Agreement recorded January 9, 2008 at Reception No. 3528171. 9. The effect of Certificate of Approval Minor Alteration recorded December 8, 2008 at Reception No. 3593608. 10. Oil and Gas Lease recorded December 16, 2010 at Reception No. 3739356, and any and all assignments thereof or interests therein. First American Title Insurance Company Form No. 1402.06 Policy Page 7 ALTA Owner's Policy (6-17-06) Policy Number: 702315 11. Oil and Gas Lease recorded December 16, 2010 at Reception No. 3739357, and any and all assignments thereof or interests therein. 12. Oil and Gas Lease recorded December 16, 2010 at Reception No. 3739358, and any and all assignments thereof or interests therein. 13. Any facts, rights, interests or claims that may exist or arise subsequent to the October 31, 2007, and by reason of the following matters disclosed by an ALTA/ACSM survey made by Drexel BarrelI & Co. on October 31, 2007, designated Job Number G1613: a) encroachment of 2 -Story brick building onto caption lands (Lot 26, Block 44) as delineated on said survey b) encroachment of covered concrete dock onto caption lands (Lot 25, Block 44) as delineated on said survey c) encroachment of 2 -Story brick building onto caption lands (Lot 20, Block 37) as delineated on said survey d) encroachment of 2 -Story brick building onto caption lands (Lot 11, Block 37) as delineated on said survey 14. Existing leases and tenancies as set forth in the attached Rent Roll. 15. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/ACSM survey, subsequent to October 31, 2007. First American Title Insurance Company Form No. 1402.06 Policy Page 8 ALTA Owner's Policy (6-17-06) Policy Number: 702315 Anti -fraud Statement Pursuant to CRS 10-1-128(6)(a), it is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies. First American Title Insurance Company RESOLUTION RE: APPROVE SALE AGREEMENT AND ESCROW INSTRUCTIONS (804-822 7TH STREET) FROM CSA 19-RIVERWALK SQUARE, LLC, AND AUTHORIZE CHAIR AND/OR CHAIR PRO-TEM TO SIGN ALL NECESSARY DOCUMENTS WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Sale Agreement and Escrow Instructions between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and CSA 19-Riverwalk Square, LLC, 3030 East Camelback Road, Phoenix, Arizona 85016, for real estate, being more particularly described as follows: 804-822 7th Street, Greeley, Colorado 80631, being further described as: PARCEL 1: Lots 1 through 26, Block 44, City of Greeley, together with the North -South alley adjacent to Lots 12 through 23 of the East-West alley adjacent to Lots 9 through 12, Lots 17 and 18, and Lots 23 through 26, Block 44, City of Greeley, County of Weld, State of Colorado. PARCEL 2: Lots 9 and 10, the north 1/2 of Lots 11 and 12, Lots 13 through 20, also South 1/2 of vacant alley adjacent to Lots 13 through 19, except the East 5 feet adjacent to Lot 19, except the West 8.65 feet of the south 1/2 of Lot 13, all in Block 37, City of Greeley, County of Weld, State of Colorado, and WHEREAS, after review, the Board deems it advisable to approve said Sale Agreement and Escrow Instructions, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Sale Agreement and Escrow Instructions between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and CSA 19-Riverwalk Square, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair and/or Chair Pro-Tem be, and hereby are, authorized to sign any necessary documents to complete the closing for said purchase. Ca'cA, Fi%e.7 Igo? 2014-3779 PR0034 SALE AGREEMENT AND ESCROW INSTRUCTIONS (804-822 7TH STREET) - CSA 19-RIVERWALK SQUARE, LLC PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 8th day of December, A.D., 2014, nunc pro tunc December 3, 2014. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: desist; Sc Weld County Clerk to the Boa BY: y Clerk t• the Boa APPROVED AS TO FORM: County Date of signature: 146 Rademac er, C air P o-Tem Kirkmeyer, rbara y , can P. Conway c Mike Freema 2014-3779 PR0034 Esther Gesick From: Bruce Barker Sent: Thursday, December 04, 2014 3:43 PM To: Esther Gesick Cc: Don Warden; Robert Frick Subject: FW: # WB127_804-822 7th Street Attachments: Online_Contract_for_Digital_Signature_for_ite.pdf; ATT00001.txt Need to put this on for approval on Monday's agenda. Bruce T. Barker, Esq. Weld County Attorney's Office P.O. Box 758 1150 "O" Street Greeley, CO 80632 (970) 356-4000 Fax: (970) 352-0242 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Andrew Hallas [mailto:AndrewH@auction.com] Sent: Wednesday, December 03, 2014 6:53 PM To: Barbara Kirkmeyer Cc: Bruce Barker; Robert Frick; Toby Taylor; Jeremy Gallays-Bogerd Subject: # WB127_804-822 7th Street Hi All, Please find a copy of the buyer signed purchase agreement in the attached PDF. As discussed, once all parties have signed in Docusign, the system will automatically send everyone a fully executed agreement. Please provide Jeremy a copy of the wire receipt/FED REF# for the earnest money deposit, so we may follow up with escrow and confirm the same. Congratulations again on the investment! Kind Regards, Andrew Hallas Ill Contract Specialist Supervisor 1 Mauchly 2014-3779 1 Irvine, CA 92618 Direct — (949) 639-3593 Fax — 800-506-8004 andrewh@auction.com WHERE EA( ESTATE REALauction ton R IS MOVING "Ca This communication constitutes an electronic communication within the meaning of the Electronic Communications Privacy Act [18 USC 2510] and is intended to be received and read only by certain individuals. It may contain information that is attorney -client privileged or protected from disclosure by law. Receipt by anyone other than the intended recipient does not constitute a loss of the confidential or privileged nature of the communication. Any review or distribution by others is strictly prohibited. If it has been misdirected, or if you suspect you have received this in error, please notify me by replying and then delete both the message and reply. Thank you. *Information included herein is for informational purposes only. Neither the seller, Auction.com nor the loan sale advisor (the "Parties") make any representations or warranties as to the accuracy or completeness of any information set forth herein or contained online at www.auction.com and none of the Parties shall have any liability whatsoever arising from any errors, omissions or discrepancies between information provided. Consider the environment before printing. 2 DocuSign Envelope ID: 4362A879-3943-41 C9-9708-776OC7719D38 \MVO vw ■ r -DS corn December 3, 2014 Congratulations on your winning bid! We would like to take this time to introduce you to the process and what happens next. Below you will find 3 easy steps, in addition to some information that we need you to complete. 3 Easy Next Steps •An Auction.com representative attempted to contact you today or has spoken to you regarding the process and will follow up with you to assist you in signing the contract package in DocuSign as necessary. •You need to submit your Earnest Money Deposit imrlediately, please do not delay. The wire instructions for your assigned escrow company are located on page 2 of this electronic package. • Send confirmation of your wire transfer to commercialcontracts@auction.com P lease be on notice that the Auction Terms and Conditions remain in ful force and effect. Until the Seller executes the Purchase and Sale Agreement ("PSA"I there Is no binding agreement between you and the Seller. If you have questions about the status of your closing or would like to request to assign the purchase contract to a related entity (refer to contract language as it refers to assignments in escrow), pease contact: Escrow Office: First American Title Insurance Company Angelique R. Sizemore 2425 E. Camelback Road, Suite 300 Phoenix, AZ 85016 602-567-8118 asizemore@firstam.com Customer Service: 888.770.7332 Auction.com Mahsa Farid Contracts Dept.: Contracts Department Seller Contact 1 Mauchly Irvine, CA 92618 949-271-0674 Mahsaf@auction.com IM PORTAN i CON 'ACT INFORMATION: Auction ID: B-145 Item Number: I WB127 Property Name: Greeley Plaza Property Address: 804-822 7th Street, Greeley, CO 80631 Buyer: Weld County, Colorado Barbara Kirkmeyer Buyer's Street Address: City, State, Zip: PO Box 758 Greeley. Colorado 80650 Buyer's Phone: (970) 397-8057 Buyer's Email: bkirkmever@co.weld.co.us Buyer's Designated Rep.: Toby Taylor Phone: (970) 397-8057 Email: ttaylor@weldgov.com Buyer's Counsel: Phone: Email: Buyer's Broker Firm Wheeler Management Group Buyer's Broker: Ron Randel Brokerage Address: City, State, Zip: 1130 38th Avenue, Suite B Greeley. Colorado, 80634 Phone: (970) 352-5860 Email: ron@wheelermgt.com Seller Name: CSA19-Riverwalk Square, L.L.C. Seller's Representative Company: Cassidy Turley Cassidy Turley Seller's Representative: Cole Herk Jason Ells Phone: 970-267-7726 970-267-7722 Email: cole.herk@cassidyturley.com iason.ells@cassidyturley.com Auction.com Rep.: Robert Anderson Phone: 949-208-8510 Email: randerson@auction.com J We are looking forward to a smooth and successful closing. If there is anything that Auction.com can do to be of further help please feel free to contact us at any time. Sincerely, Auction.com DocuSign Envelope ID. 4362A879-3943-41C9-970B-776CC7719D3B First American Title Insurance Company National Commercial Services 2425 E. Camelback Road, Suite 300, Phoenix, AZ 85016 Wire Transfer Instructions Date: 11/18/2014 Wire to: First American Trust 5 First American Way Santa Ana, CA 92707 ABA Number: For Credit To: First American Title Insurance Company Account Number: Reference: Attn: Angelique Sizemore Phone: (602)567-8118 Customer Name: 804-822 7th St., Greenley, CO WB127 804-822 7th Street, Greeley, CO 80631 Weld County, Colorado Barbara Kirkmeyer Should you have any questions or comments, please do not hesitate to contact your Escrow Officer. Failure to reference all of the above information may result in a delay of your funds being applied to your file. Reference Property Address and Auction Item # on all wires! Please fax or email receipt of wire to 800-506-8004 OR CommercialContracts@Auction.com ELECTRONIC/ACH TRANSFERS WILL NOT BE ACCEPTED. FUNDS MUST BE WIRED. FAILURE TO WIRE FUNDS MAY DELAY THE CLOSING. pg /11/18/2014 DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B AUCTION ITEM NO. WB127 SALE AGREEMENT AND ESCROW INSTRUCTIONS (804-822 7th Street, Greeley, Colorado) INTRODUCTION AND DEFINITIONS Contract Date: December 4 2014 Seller: with copies to: and to: Buyer: Escrow Agent: CSA19-Riverwalk Square, L.L.C. 3030 East Camelback Road Phoenix, Arizona 85016 Attention: Chris Burson Telephone: 602-801-5022 Facsimile: 602-801-5110 E-mail: chris.burson@midflrst.com CSAI9-Riverwalk Square, L.L.C. 501 NW Grand Blvd. Oklahoma City, Oklahoma 731 I8 Attn: Timothy Sterling, Assistant General Counsel Telephone: 405-767-7301 Facsimile: 405-767-7311 E -Mail: timothy.sterling@midflrst.com Charles J. Riekena, PLC 310 East Thomas Road Phoenix, Arizona 85012 Attention: Charles J. Riekena Telephone: 602-297-3000 Facsimile: 480-247-5482 E-mail: criekena@cjrazlaw.com Weld County, Colorado PO Box 758 Greeley, Colorado 80650 Telephone: (970) 397-8057 Facsimile: E -Mail: bkirkmeyer@co.weldco.us First American Title Insurance Company National Commercial Services The Esplanade Commercial Center 2425 East Camelback Road, Suite 300 Phoenix, Arizona 85016 Attention: Ms. Carol Peterson Telephone: 602-567-8100 Facsimile: 602-567-8101 E -Mail: cpeterson@firstam.com DocuSign Envelope ID: 4362A879-3943-41 C9-9708-776CC7719D3B Auctioneer: Escrow: Auction.com One Mauchly Irvine, CA 92618 Attention: Robert Anderson Telephone: 949-208-8510 Facsimile: 949-454-7456 E -Mail: randerson@auction.com Escrow No. Ncs-702315 Real Property: The property that is legally described on the attached Exhibit "A". ARTICLE I AGREEMENT AND DEFINITIONS Section 1.01. Agreement. Upon the Opening of Escrow, this Sale Agreement and Escrow Instructions will constitute a binding agreement ("Contract") for the sale and purchase of the Property consisting generally of a building and certain parking lots constructed on the Real Property located at 804-822 7'h Street, Greeley, Colorado. Section 1.02. Sale Property. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller's interest in the Property upon the terms and conditions of this Contract. The term "Improvements" means all buildings, improvements, and structures, located on the Real Property. The term "leases" means leases described on Exhibit "B" attached hereto and incorporated herein by this reference. The term "Personal Property" means that tangible personal property described on Exhibit "C" attached hereto and incorporated herein by this reference. The term "Contracts" means those management and service contracts, if any, described on Exhibit "D" attached hereto and incorporated herein by this reference. The term "Property" means the Real Property, the Improvements, Leases, Personal Property and Contracts. Section 1.03. Definitions. Capitalized terms used in this Contract, including the terms listed on the cover page of this Contract, will have the meanings ascribed in this Contract. The Defined Terms and their location in this Contract are as follows: Defined Term: Affiliated Entity Assignment of Contracts Defined at: Section 6.07 Section 4.01 Assignment of Leases Section 4.01 Bill of Sale Section 4.01 Business Day Section 6.10 Buyer Introduction DocuSign Envelope ID: 4362A879-3943-41 C9-9708-776CC7719D3B Buyer's Broker Section 2.04 Closing Cash Closing Date Close of Escrow Section 2.0 I (b) Section 2.04 Section 2.04 Contract Section 1.01 Contracts Section I.02 Contract Date Introduction Deed Section 4.01 Deposit Agreement Deposit Servicer Due Diligence Documents Section 2.03(a) Section 2.03(a) Section 3.02 Earnest Money Section 2.03 Escrow Introduction Escrow Agent Introduction Good Funds Section 2.03 Leases Section 1.02 Improvements Section 1.02 Opening of Escrow Operating Expenses Personal Property Price Property Real Property Released Parties Releasing Parties Seller Section 2.04 Section 2.07(b) Section 1.02 Section 2.01 Section 1.02 Introduction; Exhibit "'A" Section 4.05 Section 4.05 Introduction DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776OC7719D3B Seller's Broker Section 2.04 Seller Closing Documents Title Policy Title Report Section 5.01 Section 5.03 Section 3.04 Section 1.04. Escrow Instructions. This Contract will constitute the sole escrow instructions of Buyer and Seller to the Escrow Agent, and the standard form escrow instructions of Escrow Agent will not be used for this Escrow. ARTICLE H PRICE, ESCROW, AND PROBATIONS Section 2.01. Price. The calculation of the total purchase price for the Property (the "Price") is as follows: Winning Bid Amount: Plus Buyer's Premium (five percent (5%) of Winning Bid Amount): Equals Price Earnest Money (five percent (5%) of Price, but not greater than $500,000.00 nor less than $50,000.00) 5,500,000.00 275,000.00 5,775,000.00 $ 288,750.00 Section 2.02. Payment of Price. "fhe Price will be paid by Buyer to Seller as follows: (a) On the date that this Contract is executed by Buyer, Buyer will deposit with Escrow Agent the Earnest Money of $288,750-00 in Good Funds ("Earnest Money") with the Escrow Agent. (b) On or before 2:00 p.m. (Greeley, Colorado time) on the Closing Date, all additional amounts ("Closing Cash") required of Buyer to pay the Price, after credit for the Earnest Money, will be paid by Buyer to Seller in Good Funds. 4 DocuSign Envelope ID 4362A879-3943-41 C9-970B-776CC7719D3B Section 2.03. Earnest Money. (a) The term "Earnest Money" means the Earnest Money and all interest that may accrue thereon. The Earnest Money shall be deposited with the Escrow Agent on or before 5:00 PM, Greeley, Colorado time on the first Business Day following the auction. If any deposits for the Property have previously been paid to Auctioneer's designated deposit servicer ("Deposit Servicer") pursuant to an Auction Bid Deposit Escrow Agreement ("Deposit Agreement"), Buyer hereby authorizes Deposit Servicer to transfer such deposits to Escrow Agent pursuant to such Deposit Agreement as a credit towards the Earnest Money. All deposits and other payments required of Buyer under this Contract must be made in Good Funds. The term "Good Funds" means confirmed wire transfer of immediately available U.S. funds. "fhe Earnest Money will be fully earned by the Seller, released by Escrow Agent to the Seller upon Escrow Agent's receipt of the same from Buyer and non-refundable to Buyer except as otherwise provided in Section 2.03 (b) below. (b) Except as described below, the Earnest Money is non-refundable to the Buyer and will be paid or applied as follows: (i) I he Escrow Agent shall return the Earnest Money to the Buyer only if Buyer properly and timely cancels this Contract as a result of (A) the failure of the Seller to deliver the Seller Closing Documents to the Escrow Agent on or before the Closing in accordance with Section 5.01 hereof, or (B) the failure of the Seller to purchase the Title Policy under the provisions of Section 5.03 hereof. (ii) To the extent the transaction contemplated hereby fails to close for any reason on or before 2:00 p.m. (Greeley, Colorado time) on the Closing Date other than as provided in Section 2.03 (b)(i) hereof, the Earnest Money shall be retained by Escrow Agent and released to Seller without any further action, notice, approval or interference of the Buyer. The Buyer and Escrow Agent acknowledge and agree that (X) Buyer shall not provide instructions of any type or nature to the Escrow Agent regarding the release of the Earnest Money to the Seller, and (Y) if the Buyer provides instructions of any type or nature to the Escrow Agent regarding the release of the Earnest Money to the Seller, the Escrow Agent is obligated to immediately release the Earnest Money to the Seller free of any right, title or interest of the Buyer therein; (iii) If this Escrow closes on or before the Closing Date, the Earnest Money will be applied by Escrow Agent for the benefit of Buyer to the Price and Buyer's share of any closing costs and prorations. Section 2.04. Broker's Commission. Buyer and Seller represent to each other that neither has dealt with any broker or any other person other than Cassidy Turley Commercial Services, Inc. ("Seller's Broker") and the broker listed on the signature page of this Contract as representing the Buyer, if any ("Buyer's Broker") concerning this purchase and sale of the Property in a manner that would give rise to a claim for the payment of a fee or commission. Each party agrees, on demand, to indemnify, defend, and hold harmless the other party for, from, and against any claim, damage, loss, liability, or expense, (including attorney fees in a reasonable amount) arising out of any act or omission of the party or its representatives that forms the basis for any claim for commissions, fees, or any similar charge. As used in this Contract, the term "broker" means any real estate broker, salesperson, agent, finder, or any other person entitled to a real estate commission, fee, or any similar charge. In the event the transaction contemplated by this Contract closes in accordance with its terms Seller shall be responsible for the payment of a real estate commission to Seller's Broker and Buyer's Broker pursuant to a separate DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D36 agreement between Buyer's Broker and Seller's Broker and Seller at the Closing through the Escrow Agent. AU real estate commissions due the Seller's Broker and the Buyer's Broker (if any) shall be based on the "Winning Bid Amount" described in Section 2.01 and not on the Price. Buyer and Seller acknowledge that Auctioneer is acting as a marketing firm and auctioneer only. Section 2.05. Opening of Escrow. The date of the Opening of Escrow ("Opening of Escrow") will be the date on which the last of the following has occurred: (i) Escrow Agent has received this Contract executed by Buyer and Seller; (ii) Escrow Agent has received the Earnest Money; and (iii) Escrow Agent has accepted this Contract as its escrow instructions by executing this Contract on the signature page. Escrow Agent is instructed to insert the date of opening in the signature portion of this Contract. Section 2.06. Closing. The completion of the purchase and sale transaction described in this Contract ("Close of Escrow") will occur on or before 2:00 p.m. (Greeley, Colorado time) December 29, 2014 ("Closing Date"). Section 2.07. Closing Costs. The following closing costs shall be paid by Seller and Buyer at Close of Escrow: (a) Buyer will pay one—half of any escrow fee charged by Escrow Agent. Seller will pay one-half of any escrow fee charged by Escrow Agent. Buyer will pay all costs incurred in connection with its investigation of the Property and its suitability for Buyer. Other costs will be paid by Seller or Buyer, as applicable, as specified by other provisions of this Contract or, if no provision is made in this Contract, in accordance with local custom. (b) Seller shall be solely responsible for the payment of all recording fees and charges related to the Deed and all transfer, personal property and other taxes and fees associated with the sale of the Property. Buyer shall be responsible for all recording fees and charges related to any financing obtained by the Buyer for the purchase of the Property. (c) Real property taxes will be prorated between Seller and Buyer as of the Close of Escrow, based upon the actual amount of taxes that are attributable to the Property for the year in which the closing occurs (even if payable, in whole or in part, in the following year) and, if the actual amount is not available, the real property taxes shall be based upon real property taxes for last year. Seller will be responsible for the payment of all real property taxes that are attributable to the period of time prior to the Close of Escrow, and Buyer will be responsible for the payment of all real property taxes that are attributable to the period of time on and after the Close of Escrow. Section 2.08. Closing Adjustments and Prorations. The following items shall be adjusted or prorated in Escrow as follows between Seller and Buyer as of the Close of Escrow based on a twelve (12) month year of thirty (30) calendar days each, as of midnight of the day preceding the Closing: (a) Rents received by Seller from tenants under the Leases for a period overlapping the Closing shall be prorated based upon the actual rent paid. If any tenant is in arrears in the payment of rent at Closing, rents received by Buyer or Seller from such tenant after the Closing shall be applied by Buyer in the following order of priority: (i) first, to the period prior to the month preceding the month in which the Closing occurs; (ii) second, to the month preceding the month in which the Closing occurs, (iii) third, to the month in which the Closing occurs, and (iv) fourth, to the current month in which the rent is received. If rents or any portion thereof received by Seller or Buyer after the Closing are payable to the other party by reason of this allocation, the 6 DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B appropriate sum shall be promptly paid to the other party. A party receiving money from a tenant with an arrearage at Closing shall, within thirty (30) calendar days from receipt of money, account to the other party for application of the money and pay to the other party any amounts attributable to their ownership of the Property in the order set forth above. (b) Where the Leases contain tenant obligations for taxes, common area expense, operating expenses or additional charges of any other nature, and where Seller has collected any portion thereof in excess of amounts owed by the tenants for such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Buyer on the Closing Date for such excess amounts collected, applicable to the period after the Closing Date. Buyer shall apply all such excess amounts to the charges owed by Buyer for such items for the period after the Closing Date and, if required by the Leases, shall rebate or credit the tenant with any remainder. There shall be no post -Closing adjustment between Buyer and Seller with regard to any taxes, common area expense, operating expenses or additional charges of any other nature collected by the Seller prior to the Closing. (c) Any deposits or bonds posted by Seller for utility services to the Property shall be returned to Seller, or if Seller permits any deposits to be transferred to Buyer, Seller shall receive a credit in the amount of the deposit and Buyer shall be debited for the amount of the deposit. (d) All Operating Expenses for the Property during the period of time prior to the Close of Escrow will be paid by Seller. Buyer shall be responsible for all Operating Expenses for the Property incurred on and after the Closing Date. As used herein the term "Operating Expenses" shall mean costs of utilities such as water, electricity, sewer, and other vendor services, if any, charged in connection with the use and operation of the Property. ARTICLE III APPROVAL OF PROPERTY CONDITION AND DUE DILIGENCE Section 3.01. Approval of Property Condition. By the execution hereof, Buyer has approved the condition of the Property and affirms the statements contained in Article IV hereof. Section 3.02. Due Diligence Documents/Mutual Confidentiality and Non -Disclosure Agreement and Release Agreement. Prior to the execution of this Contract, the Buyer, its agents and consultants have had an opportunity to review all the due diligence documents and information related to the Property that was made available on the internet at www.auction.com (the "Due Diligence Documents"). Notwithstanding anything contained in this Contract to the contrary, Buyer acknowledges concurrent with the execution and delivery of this Contract and in consideration of the ability to review the Due Diligence Documents, Buyer shall execute and deliver, the Release and Indemnity Agreement in the form attached hereto as Exhibit "E". Buyer acknowledges and agrees that the notwithstanding the execution of the Release and Indemnity Agreement and this Contract, the terms and conditions of the Mutual Confidentiality and Non -Disclosure Agreement executed prior to the date hereof by Buyer and Auction.com shall remain in full force and effect. Section 3.03. License to Inspect. Following the Opening of Escrow and subject to the Buyer's compliance with the provisions of this Section and Article VII hereof, Seller hereby grants to Buyer, its engineers, consultants and agents, a non-exclusive license to go upon the Property for the purpose of making appropriate inspections and conducting. at Buyer's sole cost and expense, appropriate feasibility studies with respect to the Property. including, without limitation, physical site inspections and utilities, drainage, soil tests, hazardous waste studies, zoning studies, flood control, and marketability and 7 DocuSign Envelope ID: 4362A879-3943-41C9-9708-776CC7719D3B economic feasibility studies (collectively, the "Feasibility Study"). Buyer shall provide the Seller with copies of all Feasibility Studies prepared by or for the Buyer that relate to the Property. Buyer's license and right to enter the Property shall terminate concurrently with the termination of this Contract. Such inspections, soils tests and feasibility studies shall be performed so as not to cause any disruption of any current operations of the Seller or tenants, if any, on the Property. Seller hereby reserves the right to have a representative present at the time Buyer conducts any inspection of the Property, and any all environmental studies shall be performed by consultants and engineers licensed by the State of Colorado and in accordance with inspection procedures approved in advance by the Seller. Buyer shall notify Seller not less than one (1) Business Day in advance of making any such inspection. Buyer shall first obtain Seller's advance written consent for any physically intrusive or destructive type of testing or inspecting within the Property. After any physically intrusive or destructive inspection upon the Property, Buyer shall be responsible to return the Property to as good or better condition as existed prior to such test or inspection. Section 3.04. Title. Buyer represents and warranties that Buyer has read, received and approved the commitment for title insurance relating to the Property prepared by First American Title Insurance Company, Commitment No. NCS-676324-PHX-I (First Amended) dated as of August 1, 2014, together with copies of all document or exceptions referred to therein or any other matter described therein (the title commitment and documents are collectively referred to as the "Title Report"). ARTICLE IV DEED, DISCLAIMER OF REPRESENTATIONS, AND AS -IS SALE Section 4.01. Transfer of Property. At the Close of Escrow, the Seller will convey the following to the Buyer: (a) fee simple title to the Real Property to the Buyer subject to the Permitted Title Exceptions by a special warranty deed ("Deed") in the form attached as Exhibit "F", (b) all of Seller's right, title and interest in the Leases by that certain Assignment and Assumption of Leases in the form attached as Exhibit "C" ("Assignment of Leases"), (c) all of Seller's right, title and interest in the Personal Property pursuant to that certain Bill of Sale attached hereto as Exhibit "H" ("Bill of Sale"), and (d) all of Seller's right, title and interest, in the Contracts pursuant to that certain assignment in the form attached hereto as Exhibit "I" ("Assignment of Contracts"). Section 4.02. Seller Disclaimers. BUYER ACKNOWLEDGES THAT THE SELLER, OR ITS AFFILIATE, OBTAINED TITLE TO THE PROPERTY PURSUANT TO A DEED -IN -LIEU OF FORECLOSURE AND THAT THE SELLER HAS NOT OCCUPIED THE PROPERTY, OR ANY PORTION THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRI ITEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY AND ANY ENCROACHMENTS OF ANY TYPE OR NATURE ONTO THE PROPERTY OR ANY ENCROACHMENTS OF ANY TYPE OR NATURE BY THE PROPERTY ONTO THE SURROUNDING PROPERTY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANYONE ELSE MAY CONDUCT TI IEREIN; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE MANNER OR QUALIFY OF THE CONSTRUCTION OF MATERIALS. IF ANY. INCORPORATED INTO TIIE 8 DocuSign Envelope ID: 4362A879-3943-41 C9-9708-776CO7719D3B PROPERTY; (F) WATER RIGHTS ASSOCIATED WITH OR USED ON OR ABOUT THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR, OF THE PROPERTY; OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICIALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, HAZARDOUS MATERIALS, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDER, INCLUDING SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS SUBSTANCE AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER HAS HAD THE OPPORTUNITY TO INSPECT THE PROPERTY PRIOR TO THE EXECUTION OF THIS CONTRACT, BUYER IS RELYING SOLELY ON ITS OWN INVESITGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT AS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWELDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE DUE DILIGENCE DOCUMENTS AND THE INFORMATION CONTAINED IN THE DUE DILIGENCE DOCUMENTS, WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS EXPRESSLY SET FORTH HEREIN. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY AUCTIONEER, REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON EXCEPT AS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS -IS". "WHERE IS" CONDITION AND BASIS WITH ALL FAULTS EXCEPT AS EXPRESSLY SET FORTH HEREIN. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION SHALL BE DEEMED TO SURVIVE THE CLOSING. Section 4.03. As -Is, Where -is, With All Faults Sale. As-ls, Where -is, With All Faults Sale. BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT PRIOR TO THE EXECUTION OF THIS CONTRACT THE BUYER HAS HAD ADEQUATE TIME AND ACCESS TO THE PROPERTY TO CONDUCT A COMPLETE AND THOROUGH INSPECTION OF THE PROPERTY AND SHALL HAVE THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE BUYER IN ORDER TO ENABLE THE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER ACKNOWLEDGES THAT THE SELLER, OR ITS AFFILIATE, OBTAINED TITLE TO THE PROPERTY PURSUANT TO A DEED -IN -LIEU OF FORECLOSURE AND THAT THE SELLER HAS NOT OCCUPIED THE PROPERTY, OR ANY PORTION THEREOF. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF COMMERCIAL PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS. AND THAT BUYER IIAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING. BUT NOT LIMITED TO ADVERSE PHYSICAL, AND 9 DocuSign Envelope ID: 4362A879-3943-41 09-9708-776CC771903B ENVIRONMENTAL CONDITIONS, THAT MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN THE DEED. BUYER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN BY SELLER, EXCEPT WITH RESPECT TO THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN THE DEED. BUYER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE PROPERTY. WITHOUT LIMITING THE GENERAL PROVISIONS HEREINABOVE, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO: (a) MATTERS OF TITLE, EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN THE DEED, (b) ZONING, (c) TAX CONSEQUENCES. (d) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (e) AVAILABILITY OF ACCESS. INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS. (g) VALUATION, (h) GOVERNMENTAL APPROVALS, AND (i) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY, AND (iii) THE MANNER, QUALITY. STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT TIIE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OF THE STATE OF COLORADO, THE FEDERAL GOVERNMENT, THE CITY OR COUNTY WHERE THE PROPERTY IS LOCATED, OR ANY OTHER AUTHORITY OR JURISDICTION. Section 4.04. Brochure. Buyer represents and warrants that Buyer has received, read and accepts the terms and conditions pertaining to the sale of the Property that are made available in an auction brochure, if any (the 'Brochure"), advertising, or on the auction website, www.auction.com which terms and conditions are incorporated herein by this reference. In the event of any conflict or inconsistency between the terms and conditions of this Contract and the terms and conditions of the auction, the terms and conditions of this Contract shall control and prevail in all aspects. Buyer acknowledges that neither Seller nor auctioneer makes any representations or warranties whatsoever in connection with any terms, conditions, warranties and/or representations contained in the Brochure, any advertising or on the auction website. Section 4.05. Release and Waiver of Claims. Effective as of the Closing Date, Buyer, on behalf of itself its officers, directors (if applicable), and its and their respective successors ("Releasing Parties"). shall, and by the execution of this Contract, hereby does, forever release Seller and Seller's subsidiary and affiliated corporations and related corporate divisions, and all present and former officers, directors, agents and employees, and its and their respective heirs, personal representatives, successors 10 DocuSign Envelope ID: 4362A879-3943-41 C9-9708-776CC7719D3B and assigns ("Released Parties"), of and from any and all losses, liabilities, damages, claims, demands, causes of action, costs and expenses, whether known or unknown, arising out of or in any way connected with the Property, including, without limitation, the condition of title to the Property (excepting any warranties of title contained in the Deed delivered by Seller at Closing) and the environmental and structural condition of the Property. The Releasing Parties shall, upon the Closing, and, by execution of this Contract, hereby does, forever release the Released Parties of and from any environmental claims and causes of action existing now or hereafter created or enacted, whether at common law or by federal, state, county, or municipal law or ordinance. The Releasing Parties agree never to commence, aid in any way, or prosecute against the Released Parties, any action or other proceeding based upon any losses, liabilities, damages, claims, demands, causes of action, costs or expenses, covered herein. The Releasing Parties expressly waive any right or benefits available to it with respect to the foregoing Release under any provision of applicable law which generally provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in their favor at the time the release is given, which, if known to such releasing party, would materially affect a settlement. Buyer, on behalf of the Releasing Parties, by the execution of this Contract, acknowledges that it fully understands the foregoing, and with this understanding, nonetheless elects to and does assume all risk for claims known or unknown, described in this Section 4.05. ARTICLE V CLOSING DOCUMENTS Section 5.01. Seller's Delivery of Closing Documents and Items. On or before the Close of Escrow the Seller will execute and deliver to Escrow Agent the following documents and items which are to be released for recordation or delivery to the Buyer only upon the Buyer's delivery of the Closing Cash in accordance with the provisions of Section 2.02 (b) hereof (the "Seller Closing Documents"): (a) Counterpart of the Deed; (b) Counterpart of the Assignment of Leases; (c) Counterpart of the Bill of Sale; (d) Counterpart of the Assignment of Contracts; (e) Real Property Transfer Declaration (Colorado Form TD -1000); (f) Information with Respect to a Conveyance (Colorado Form DR 1083); (g) Non -Foreign Transferor Declaration executed by Seller reflecting that Seller is exempt from the withholding requirements of the Foreign Investment in Real Estate Property Tax Act, Internal Revenue Code Section 1445; (h) Counterpart of Settlement Statement; and (i) Any other documents that may be necessary or appropriate to perform and satisfy the obligations of Seller under this Contract. Section 5.02. Buyer's Delivery of Closing Documents and Closing Cash. (a) Buyer's Closing Documents. On or before the Close of Escrow. Buyer will execute and deliver to Escrow Agent the following documents and items: II DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D3B (i) Counterpart of the Assignment of Leases; (ii) Counterpart of the Bill of Sale; (iii) Counterpart of the Assignment of Contracts; (iv) Counterpart of the Settlement Statement; and (v) Any other documents that may be necessary or appropriate to perform and satisfy the obligations of Buyer under this Contract. (b) Buyer's Delivery of Closing Cash. By no later than 2:00 p.m. (Greeley, Colorado time) on the Closing Date, the Buyer shall deliver the Closing Cash to the Escrow Agent. Section 5.03. Conveyance of Title. Concurrent with the Close of Escrow, Escrow Agent will be irrevocably committed to issue to Buyer a commitment to issue Escrow Agent's standard coverage owner's policy of title insurance ("Title Policy") in the amount of the Price, subject only to (i) First American Title Insurance Company's standard exceptions, (ii) hens for all current general and special real property taxes and assessments not yet due and payable (including but not limited to Improvement Lien Assessments), (iii) liens of supplement taxes, if any assessed, (iv) any facts an accurate survey and/or a personal inspection of the Property may disclosure, (v) any laws, regulations, ordinance (including but not limited to zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to. any disclosure and/or report required by ordinance, (vi) rights or existing tenants or occupants of the Property, (vi) those title matters and exceptions from the Title Report specifically set forth on Exhibit "J" attached hereto and incorporated herein by this reference, and (vi) those matters disclosed to Buyer in writing prior to entering into this Contract. Seller will pay the cost of the Title Policy. If Buyer requires any different or additional title insurance coverage, Buyer will pay for the different, additional title insurance coverage or lender's or loan policy (which exceeds the cost payable by Seller under this Section 5.03 for the purchase of the Title Policy); however. the availability of the different or additional coverage other than the coverage provided by the Title Policy as defined above will not be a condition to the sale or a condition to Buyer's obligation to close. The cost of all endorsements will be paid by Buyer. Section 5.04. Closing. On the Closing Date, provided the Buyer delivers the Closing Cash to Escrow Agent in accordance with the provisions of Section 2.02 (b) hereof, Escrow Agent is authorized to complete the Close of Escrow by: (a) Recording and delivering to Buyer the Deed; (b) Causing Escrow Agent to issue the Title Policy to Buyer; (c) Delivering to Buyer and Seller a final closing settlement statement in a form and content approved by Buyer and Seller; (d) Paying from Buyer's Earnest Money and any other Buyer deposits Buyer's share of closing costs and expenses (as allocated and prorated in this Contract); (e) Delivering to Seller, in immediately available funds, the Price. less only Seller's closing costs and expenses (as allocated and prorated in this Contract) with the balance of the Earnest Money to be applied to the Price; and 12 DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B (0 Delivering to Seller and Buyer fully executed originals (where applicable) or copies of the closing documents. ARTICLE VI GENERAL PROVISIONS Section 6.01. Cancellation and Effect of Cancellation. The Buyer may cancel this Contract and have the Earnest Money returned to Buyer only in the event the Seller fails to perform the specific acts described in Section 2.03 (b)(i)(A) or in Section 2.03 (b)(i)(B) and for no other reason whatsoever; in which case, if Buyer timely and properly delivers notice of its election to cancel the Contract for the specific reasons described in this sentence, the termination shall be immediate, Escrow Agent shall promptly return the Earnest Money to Buyer, and, other than as set forth to the contrary in this Contract, neither party will have any further rights or obligations under this Contract. The Seller may cancel this Contract if the Buyer fails to deliver the Closing Cash to the Escrow Agent under the provisions of Section 2.02 (b) hereof, in which event, without further notice to the Buyer or Escrow Agent, the Escrow Agent shall immediately release the Earnest Money to the Seller, and, other than as set forth to the contrary in this Contract, neither party will have any further rights or obligations under this Contract except for those obligations which expressly survive the termination of the Contract. Section 6.02. Default of Buyer. If Buyer breaches this Contract, Seller will be entitled to deliver a notice of immediate cancellation to Buyer and Escrow Agent and retain all Earnest Money as full, liquidated, and agreed -upon damages. With the fluctuation in property values, the unpredictable state of' the economy, the fluctuating money market for real estate loans, and other factors that affect the marketability of the Property, Buyer and Seller agree that it would be impractical and extremely difficult to estimate the actual damages that Seller may suffer in the event of a default by Buyer. This remedy provision has been agreed -upon after specific negotiation, keeping in mind the difficulties in estimating actual damages. Buyer and Seller agree that the Earnest Money represents a reasonable estimate of the total damages . Section 6.03. Default by Seller. The Buyer agrees that the Seller can only be in default under this Contract if the Seller fails to perform the specific acts described in Section 2.03(b)(i)(A) and Section 2.03(b)(i)(B) of this Contract and that the Seller has no other obligations to perform under this Contract. If Seller breaches its sole obligations under this Contract by failing to perform the specific acts described in Section 2.03(b)(i)(A) or in Section 2.03(b)(i)(B) hereof, Buyer, as Buyer's sole and exclusive remedy, may elect to: (i) cancel this Contract and the Escrow and receive a refund of its Earnest Money; (ii) enforce specific performance of this Contract without any right whatsoever against Seller to any offset or credit against the Price or to any other equitable or legal remedies or monetary damages; or (iii) Buyer may waive the breach or default and elect to close the transaction with the Property as is without any adjustment to the Price and without any right or claim to damages. Buyer's cancellation notice under subsection (i) above will be deemed effective immediately upon delivery of written notice of the cancellation to Seller and Escrow Agent. If Buyer fails to file suit for its remedy of specific performance within thirty (30) days following the scheduled Closing Date, Buyer will be deemed to have waived its specific performance remedy. Buyer specifically acknowledges that its sole and absolute remedy in the event of a breach of the Contract shall be for specific performance and the Buyer waives all rights to claim, seek or recover damages of any type or nature against the Seller. The remedies available to Buyer under this Section 6.03 shall apply only in the event of a breach or default or event that is not otherwise dealt with under the terms of this Contract. Section 6.04. Attorney's Fees. If any action is brought by either Buyer or Seller regarding its rights under this Contract, the prevailing party in any such action shall be entitled to recover all reasonable attorneys', expert and witness fees and other reasonable taxable and non-taxable costs and I3 DocuSign Envelope ID. 4362A879-3943-41 C9-970B-776CC7719D38 expenses incurred in connection with any litigation, arbitration or similar proceeding between the parties arising out of a dispute related to this Contract, the Property or the transactions contemplated by this Contract. Section 6.05. Jury Waiver. Buyer and Seller each waives right to a jury in any litigation in connection with this Contract or the Property, or the transactions contemplated by this Contract. Buyer and Seller each acknowledge that this waiver has been freely given after consultation by it with competent counsel. Section 6.06. Notices. All notices, requests, demand, and other communications required or permitted under this Contract must be in writing and will be deemed to have been delivered, received, and effective: (i) on the date of service, if served by hand -delivery or by facsimile telecopy on the party to whom notice is to be given (the transmittal confirmation receipt produced by the telecopy machine of the sending party shall be prima facie evidence of receipt of notice by facsimile); or (ii) on the date of the receipt of the notice properly addressed to the party at the address shown on the cover page to this Contract, if sent by national overnight delivery (the confirmation receipt provided by the national overnight delivery company shall be prima facie evidence of receipt of notice sent by overnight delivery). The addresses, telephone numbers, and telecopy numbers shown on the first page of this Contract are the places and numbers for delivery of all notices. Any party may change the place or number for delivery of notice by notifying all other parties. Section 6.07. Nomination and Assignment. Buyer may assign its rights under this Contract to an Affiliated Entity by providing notice of such assignment to Seller and to Escrow Agent at least two (2) Business Days prior to the effective date of such assignment. Except for permitted assignment to an Affiliated Entity as described in the preceding sentence, Buyer may not assign or otherwise transfer any of its rights under this Contract without the prior written consent of Seller, whose consent may be given or withheld in Seller's sole and absolute discretion. This prohibition against an assignment or transfer by Buyer also will prevent Buyer from entering into any "flip" sales contract or similar contract that is conditioned upon the simultaneous or concurrent closing of the Escrow. The term "Affiliated Entity" means any entity that is controlled by Buyer. Any assignee of Buyer, by accepting an assignment, will be deemed to have assumed all of the obligations of Buyer under this Contract, but the original Buyer will remain liable for all of its acts and omissions prior to the assignment (but not after). Subject to the limitation contained above in this paragraph, this Contract is binding on and will inure to the benefit of the successors or assigns of Buyer and Seller. No person other than Buyer, Seller, and Escrow Agent is a party to this Contract, and no person will be deemed or is intended to be a third -party beneficiary to this Contract. Section 6.08. GoverningLaw and Exclusive Jurisdiction. This Contract is to be governed by and construed and enforced in accordance with the laws of the State of Colorado. Any action brought to interpret, enforce, or construe any provision of this Contract must be commenced and maintained in the District Court of the State of Colorado, Weld County, or in the United States District Court for the District of Colorado. All parties irrevocably consent to this jurisdiction and venue and agree not to transfer or remove any action commenced in accordance with this Contract. Section 6.09. Construction. The terms and provisions of this Contract represent the results of negotiations between Seller and Buyer, neither of which have acted under any duress or compulsion, whether legal, economic, or otherwise. Consequently, the terms and provisions of this Contract shall be interpreted and construed in accordance with their usual and customary meanings, and Seller and Buyer each waive the application of any rule of law which states that ambiguous or conflicting terms or provisions are to be interpreted or construed against the party whose attorney prepared the Contract or any earlier draft of the Contract. 14 DocuSign Envelope ID: 4362A879-3943-41 C9-9708-776CC7719D36 Section 6.10. Time. Time is of the essence of this Contract. Except as otherwise specifically provided for herein, the time for the performance of any obligation or the taking of any action under this Contract will be deemed to expire at 5:00 p.m. (Greeley, Colorado time) on the last day of the applicable time period established in this Contract. In calculating any time period in this Contract that commences upon the receipt of any notice, request, demand, or document, or upon the happening of an event (e.g., the Opening of Escrow), the date that the notice, request, demand, or document is deemed received, as determined above, or the date an event occurs (or is deemed to have occurred) is not included with the applicable time period, but the applicable time period will commence on the day immediately following. The term "Business Day" means all calendar days except Saturdays, Sundays and holidays recognized by the government of the State of Colorado or by the federal government of the United States of America. If the time for the performance of any obligation or taking any action under this Contract occurs on a day that is not a Business Day then the time for performance shall occur on the next occurring Business Day. Section 6.11. Prohibited Persons and Transactions. Each party represents and warrants to the other that neither it, nor any of its affiliates, nor any of their members, directors or other equity owners (excluding holders of publicly traded shares), and none of their principal officers and employees: (i) is listed as a `specifically designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control ("OFAC"); (ii) is a person or entity with whom U.S. persons or entities are restricted from doing business under OFAC regulations or any other statute or executive order (including the September 21, 2001 "Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"); and (iii) is engaged in prohibited dealings or transactions with any such persons or entities. Section 6.12. Entire Agreement. This Contract constitutes the entire understanding between the parties pertaining to the subject matter of this Contract, and all prior agreements, representations, and understandings of the parties, whether oral or written, are superseded and merged in this Contract. No supplement, modification, or amendment of this Contract will be binding unless in writing and executed by the parties. No waiver of any of the provisions of this Contract will be deemed or will constitute a waiver of any other provisions, whether or not similar, nor will any waiver be a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver. Time is of the essence in the performance of each and every term of this Contract. Section 6.13. Miscellaneous Definitions and Standards. Whenever the terms "sole discretion," "sole and absolute discretion," or "sole option" are used, these terms will mean that the act or decision of the party may be made in the party's independent and individual choice of judgment, without regard to any objective or other standard of consideration. Except for those acts or decisions that may be made in a party's "sole discretion" etc., all acts or decisions of any party to this Contract must be exercised with reasonable discretion. The term -will" or "shall" denotes a mandatory obligation, and the term "may" is a permissive word denoting an option. All references in this Contract to the "Escrow Agent" will be deemed to include the applicable title insurance underwriter for the Title Policy. Section 6.14. Counterparts. This Contract may be executed in any number of counterparts, whether by original, copy, or telecopy signature, each of which, when executed and delivered, will be deemed an original, but all of which together will constitute one binding agreement and instrument. Section 6.15. Severability. If any one or more of the provisions of this Contract or the applicability of any provision to a specific situation is held invalid or unenforceable, the provision will be modified to the minimum extent necessary to make it or its application valid and enforceable in a manner consistent with the intent of this Contract, and the validity and enforceability of all other provisions of this Contract and all other applications of the enforceable provisions will not be affected by the invalidity 15 DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D3B or unenforceability of any provision, so long as the Contract may still be enforced in a manner consistent with the intent of Buyer and Seller. Section 6.16. Confidentiality. Without the prior written approval of Buyer and Seller, neither Seller, Buyer, nor Escrow Agent will make, authorize, or confirm any public announcement of this transaction or discuss this transaction or otherwise disclose any portion of the Due Diligence Documents, (including all operating information) or results of environmental reports and assessments performed by Buyer, except as required by law or, as for Buyer, with those persons directly involved in the transaction including attorneys, advisors, investors, consultants, accountants, and prospective lenders, without the prior written or oral consent of Seller. Buyer's obligations under the foregoing provisions as they pertain to the Due Diligence Documents or results of reports and inspections regarding the Property shall survive in the event this Contract is terminated. Buyer and Seller each agrees to indemnify, defend, and hold the other harmless for, from, and against any and all loss, cost, damage, claim, liability, a response, including court costs and attorney fees in a reasonable amount, arising out of the indemnitor's unauthorized disclosure or use of the information or materials described in this Section 6.16. Section 6.17. Risk of Loss. (a) Condemnation. If, prior to the Closing, all or any material portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), Seller shall immediately notify Buyer of such fact. In such event, Buyer shall have the option to terminate this Contract upon written notice to Seller and Escrow Agent given not later than ten (10) Business Days after receipt of such notice from Seller. Upon such termination, Escrow Agent shall return the Earnest Money to Buyer, the parties shall equally share the cancellation charges of Escrow Agent, and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Contract. Buyer shall have no right to terminate this Contract as a result of any nonmaterial taking of the Property. If Buyer does not elect to terminate this Contract in accordance with this Section 6.17 (a), Seller shall assign and turn over to Buyer, and Buyer shall be entitled to receive and keep, all awards for the taking by condemnation and Buyer shall be deemed to have accepted the Property subject to the taking without reduction in the Purchase Price. For purposes of this Section 6.17 (a). a "material" portion of the Property shall mean a portion of the Property with a value in excess of ten percent (10%) of the Price; and (b) Casualty. Prior to the Closing the entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be borne by Seller. It prior to the Closing the Property is the subject of material damage or material destruction by earthquake, flood, landslide, fire, hurricane. tornado or other casualty, Buyer shall have the option to terminate this Contract upon written notice to Seller and Escrow Agent given not later than ten (10) Business Days after receipt of notice of the casualty from Seller. Buyer shall have no right to terminate this Contract as a result of any nonmaterial damage or destruction of the Property. If Buyer does not elect to terminate this Contract in accordance with this Section 6.17 (b). then at Closing Seller shall assign and turn over, and Buyer shall be entitled to receive and keep all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Buyer's option and cost) and a credit against the Price in the amount of any deductible and the parties shall proceed to Closing pursuant to the terms hereof without modification of the terms of this Contract or any other reduction in or credit against the Price. For purposes of this Section 6.17 (b), "material" means damage or destruction in which the cost of repair exceeds ten percent (10%) of the Price. Section 6.18. Auction/Sale Process. Neither Seller nor Auctioneer makes any representations or warranties as to the matter in which the sale or auction process will be managed. Seller may select the 16 DocuSign Envelope ID. 4362A879-3943-41C9-9708-776CC7719D3B winning bid in its sole and absolute discretion. No obligation to sell will be binding on Seller unless and until Seller executes this Contract and delivers the same to Buyer and Escrow Agent. Section 6.19. Continuation of Marketing and Back Up Offers. The Buyer acknowledges that until such time as transaction contemplated by this Contract has closed, the Seller, in Seller's sole and absolute discretion, may (a) market the Property for sale to third parties, and (b) accept "back up" offers and purchase contracts to sell the Property from third parties, all on such terms and conditions as may be acceptable to the Seller in its sole and absolute discretion. ARTICLE VII INDEMNIFICATION AND INSURANCE Section 7.01. Indemnity for Entry. Buyer hereby indemnifies, defends, and holds harmless Seller for, from, and against any and all loss, cost, damage, claim, liability, or expense, including court costs and attorney fees in a reasonable amount, which may be asserted or alleged in connection with or arising out of Buyer's or its agent's or its independent contractor's entry on the Property for the purposes of its inspections and tests. The foregoing indemnity includes any repairs necessary to restore the Property to its condition prior to the entry and to remove and release any mechanic's and materialman's liens. Section 7.02. Survival of Indemnities. Notwithstanding anything to the contrary in this Contract. the indemnities described in this Contract (including, without limitation, those in Sections 2.04. 6.16, and 7.01) will survive the Close of Escrow and any cancellation of this Contract by either party. The indemnities described in this Contract are intended to be separate and distinct obligations of the respective parties, enforceable against each respective party without limitation by any liquidated damage provision or contract damage theory. Section 7.03. Required Insurance. Buyer will cause any person other than Buyer actually performing any investigations or tests on the Property to secure and maintain, at Buyer's or the performing party's sole cost and at all times from entry on the Property until the Closing Date, the following policies of insurance, that must include coverage for the activities of Buyer or its agents on the Property: (i) comprehensive general public liability and property damage insurance, including direct contractual and contingent liability, with limits of $1,000.000 for personal injury to, or death of, any one person. $2,000,000 for personal injury to. or death of, more than one person on an occurrence basis, $1,000,000 for property damage in any one accident, and $1,000,000 policy limit for aggregate operations on an occurrence basis; (ii) comprehensive automobile liability insurance with limits of $1,000,000 for personal injury to, or death of, any one person, and $2,000,000 for personal injury to, or death of, more than one person in any one accident; and (iii) workers' compensation and employer's liability insurance in accordance with the provisions of Colorado law. The policies of insurance described in clauses (i) and (ii) above will each name Seller as additional insureds and will contain a provision that the policy may not be terminated for the nonpayment of a premium until at least thirty (30) calendar days written notice of the proposed termination has been delivered to Seller. Certificates of insurance evidencing the insurance policies must be delivered by Buyer to Seller before entry onto the Property. (BALANCE OF PACE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE.( 17 DocuSign Envelope ID 4362A879-3943-41 C9-9708-776CC7719D3B Executed as of the Contract Date. SELLER: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company Docusigied by. BY: CL -(2 ti�rJe C.hriiilkigionfYicePresident BUYER: Weld County, Colorado , a(n) cDocusign.d by. B bartiafl uVtt �u7t.r Y ‘,—Luttt iuersoocnr Barbara Kirkmeyer Print Name: Title: Commissioner BUYER'S AGENT/BROKER (if any) Buyer's Agent/Broker hereby represents that he/she has registered prior the Auction pursuant to the Auction Terms and Conditions as Registered Agent/Broker, that he/she accepts the Auction Terms and Conditions in their entirety and specifically as to the compensation due to the cooperating Agent/broker set forth below, if any; and that this is the only compensation Agent/Broker shall receive or is entitle to receive for this transaction from Seller. Seller's broker or Auctioneer. Agent/Broker further represents that he/she is not a principal in the transaction (as such terms are defined in the Auction Terms and Conditions): Ron Randel Printed Name Wheeler Management Group Brokergsgl 6tdI' By ptb Dct�t 2� E/ME3EA1315816 Licenseum�er: 18 DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D38 ESCROW AGENT'S ACCEPTANCE 288,750.00 By its execution below, Escrow Agent accepts this Contract as its escrow instructions and acknowledges receipt of the Contract executed by Buyer and Seller and Buyer's Earnest Money in the amount of $ 2G3, 750.00 . Upon its execution, Escrow Agent agrees to: (i) insert the relevant escrow number on the first page of this Contract; (ii) insert the date of the Opening of Escrow below; and (iii) return one fully executed counterpart of the Contract to Buyer and Seller and retain one for Escrow Agent's files. Further, by its execution below, the Escrow Agent acknowledges and accepts its obligations with regard to the Earnest Money as described in Section 2.03 (b) of the Contract. Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "9" Exhibit "J" First American Title Insurance Company Docusigned by: Nari1L-43F7C77SBAbgel i que R. Si zemore Title Escrow officer Date of -Opening of Escrow": December 4 , 2014 List of Exhibits Legal Description of Property Description of Leases Description of Personal Property Description of Service Contacts Release and Indemnity Agreement Special Warranty Deed Assignment and Assumption of Leases Bill of Sale Assignment and Assumption of Contracts Title Exceptions 19 DocuSign Envelope ID: 4362A879-3943-4109-9708-776CC771903B EXHIBIT "A" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Legal Description of the Real Property) Parcel 1: Lots 1 through 26, Block 44, City of Greeley, Together with the North -South alley adjacent to Lots 12 through 23 and the East-West alley adjacent to Lots 9 through 12, Lots 17 and 18, and Lots 23 through 26, Block 44, City of Greeley, County of Weld, State of Colorado. Parcel 2: Lots 9 and 10, the North 1/2 of Lots 11 and 12, Lots 13 through 20, also South 1/2 of vacant alley adjacent to Lots 13 through 19, Except the East 5 feet adjacent to Lot 19, Except the West 8.65 feet of the South 1/2 of Lot 13, all in Block 37,City of Greeley, County of Weld, State of Colorado. DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D3B EXHIBIT "B" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Description of Leases) 1. Office Lease Agreement dated December 27, 1999, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. Ill Partnership, a Colorado limited partnership, and Robert G. Tointon, an individual, collectively as Landlord, and Bank One, Colorado, National Association, a National Banking Association, as Tenant, as amended by that certain First Amendment to Office Lease Agreement dated as of March _, 2009, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, Colorado Recovery Properties Ltd. III Partnership. and Robert G. Tointon, as Landlord, and JPMorgan Chase Bank, National Association, a national banking association, successor -in -interest to Bank One. Colorado, National Association, as Tenant, and that certain Second Amendment to Office Lease Agreement dated April 3, 2014, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Landlord, and JPMorgan Chase Bank. National Association, as Tenant (the "Chase Lease"). 2. Lease Agreement dated May 13, 2013, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, as Landlord, and Mike Tevelde, an individual, as Tenant, as amended by that certain First Agreement to Extend Lease dated October 28, 2013, and that certain Second Agreement to Extend Lease dated May 12, 2014 (the "Tevelde Lease"). 3. Office Lease Agreement dated August II, 2003, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company. as Landlord, and Lextron, Inc., a Colorado corporation, as Tenant, as amended by that certain Amendment of Lease Agreement dated February 20, 2007, that certain Amendment of Lease Agreement dated December II, 2007, that certain Third Amendment of (.ease Agreement dated July 15, 2008, by Greeley Plaza, LLC, a Colorado limited liability company, as successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Lextron, Inc., as Tenant, that certain Fourth Amendment of Lease Agreement dated as of September 15, 2011, that certain Fifth Amendment of Lease Agreement dated May 24, 2012, that certain Sixth Amendment to Office Lease Agreement dated August 24, 2012, by CSA 19-Riverwalk Square, L.L.C., as successor -in -interest to Greeley Plaza, LLC, as Landlord, and Lextron. Inc., as Tenant, that certain Seventh Amendment to Office Lease Agreement dated October 1, 2013. by and between CSA19-Riverwalk Square, L.L.C., as Landlord, and Animal Health International, Inc., a Colorado corporation formerly known as Lextron. Inc.. as Tenant, and that certain Eighth Amendment to Office Lease Agreement dated March 14, 2014 (the "Animal Health Lease"). DocuSign Envelope ID: 4362A879-3943-41 C9-9706-776C07719D36 4. Office Lease Agreement dated March I, 2002, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and Colorado Cattle Feeders Association, a Colorado Corporation, as Tenant, as amended by that certain Amendment of Lease Agreement dated as of January 19, 2007, that certain Second Amendment to Lease Agreement dated January 20, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Colorado Cattle Feeders Association, as Tenant, and that certain Third Amendment to Lease Agreement dated February 14, 2013, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Landlord, and Colorado Livestock Association (f/k/a Colorado Cattle Feeders Association), a Colorado nonprofit corporation, as Tenant (the "Colorado Livestock Lease"). 5. Office Lease Agreement dated May 22, 2002, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and Houtchens, Daniel & Greenfield LLC, a Colorado limited liability company and Thomas A. Houtchens, an individual, collectively as Tenant, as amended by that certain Amendment of Lease Agreement dated May 22, 2009, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Houtchens, Houtchens & Greenfield, LLC, a Colorado limited liability company, successor -in -interest to Houtchens, Daniel & Greenfield LLC and Thomas A. Houtchens, as Tenant, and that certain Second Amendment to Office Lease Agreement dated December 16, 2013, by and between CSAI9-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Landlord, and Houtchens, Houtchens & Greenfield, LLC, as Tenant (the `Houtchens Lease"). 6. Lease Agreement dated February I I, 2013, by and between CSA19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, as Landlord, and The State of Colorado, acting by and through the Office of the State Public Defender, as Tenant, as amended by that certain First Amendment to Lease dated October 22, 2013 (the "Public Defender Lease"). 7. Lease Agreement dated October 27, 2006, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Lessor, and The State of Colorado, acting by and through the Department of I luman Services for the use and benefit of the Division of Vocational Rehabilitation, as Lessee, as amended by that certain First Amendment to Lease dated March 21, 2008, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in - interest to Greeley Lincoln Park Properties, LLC, as Successor Lessor, and The State of Colorado, acting by and through the Department of Human Services, for the use and benefit of the Division of Vocational Rehabilitation, as Lessee, that certain Second Amendment to Lease dated January 25, 2011, that certain Third Amendment to Lease dated March 28, 2011, and that certain Fourth Amendment to Lease, by and between CSA 19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, successor -in -interest to Greeley Plaza, LLC, as Successor Lessor, and The State of Colorado, acting by and through the Department of Human Services for the use and benefit of the Division of Vocational Rehabilitation, as Lessee and/or Tenant (the "Vocational Rehab Lease"). DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D38 8. Building Option and Lease Agreement dated November 3, 1995, by and between Bank One — Colorado, N/A., as Lessor, and U S WEST NewVector Group, Inc., as Lessee, as amended by that certain Amendment to Building Option and Lease Agreement dated March 8, 2002, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. III Partnership, a Colorado limited partnership, and Robert G. Tointon, an individual, as successor -in -interest to Bank One — Colorado, N/A., collectively as Lessor, and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, as successor -in -interest to U S WEST NewVector Group, Inc., as Lessee, and that certain Second Amendment to Building Option and Lease Agreement dated December 7, 2009, by and between Greeley Plaza, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, Colorado Recovery Properties Ltd. III Partnership, and Robert G. Tointon, as Lessor, and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, as Lessee (the "Verizon Lease"). 9. Lease Agreement dated January 10, 2000, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and National Onion Association, as Tenant, as amended by that certain Amendment of Lease Agreement dated April I, 2004, that certain Second Amendment of Lease Agreement dated May 22, 2008, by and between Greeley Plaza, LLC, as successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and National Onion Association, as Tenant, and that certain Third Amendment of Lease Agreement dated April 17, 2012 (the "National Onion Association Lease"). 10. Office Lease Agreement dated August 16, 2011, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Landlord, and Peek Law Firm, LLC, a Colorado limited liability company, as Tenant (the `Peek Lease"). I I. Office Lease Agreement dated February 21, 2011, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Landlord, and McAdams Law Office, LLC, a Colorado limited liability company, as Tenant (the "McAdams Lease"). 12. Lease Agreement dated February 29, 2000. by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Landlord, and Greeley/Weld EDAP, Inc., as Tenant, as amended by that certain Amendment of Lease Agreement dated April 24, 2006, by and between Greeley Lincoln Park Properties, LLC, as Landlord, and Greeley/Weld County Economic Development Action Partnership, Inc. (doing business as Upstate Colorado Economic Development) formerly known as Greeley/Weld EDAP, Inc., as Tenant, and that certain Second Amendment of Lease Agreement dated February 28, 2011, by and between Greeley Plaza, LLC, as successor -in -interest to Greeley Lincoln Park Properties, LLC, as Landlord, and Greeley/Weld County Economic Development Action Partnership. Inc. (doing business as Upstate Colorado Economic Development), as Tenant (the "Upstate Colorado Lease"). 13. Office Lease Agreement dated September 21, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company. as Landlord, and Witwer, Oldenburg, Barry & Johnson, LLP, a Colorado limited liability partnership, as Tenant (the "Witwer Lease"). DocuSign Envelope ID. 4362A679-3943-41C9-9708-776C07719D3B 14. Lease Agreement dated September 29, 2014, by and between CSA 19-Riverwalk Square, L.L.C., an Oklahoma limited liability company, as Landlord, and Global Pipeline Consulting Inc.. a Delaware corporation, as Tenant (the "Global Pipeline Lease"). 15. Internet Equipment Site Agreement dated January 3, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Property Owner, and JAB Wireless Inc d/b/a Skybeam, a Colorado Corporation. as Skybeam (the "Skybeam Lease"). 16. Roof Top Lease With Option dated June 30, 2001, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. III, a Colorado limited partnership, and Robert G. Tointon, an individual, collectively as Lessor, and Cricket Colorado Property Company, a Delaware corporation, as Lessee (the "Cricket Lease"). 17. No Surface Occupancy Oil and Gas Lease dated December 14, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Lessor, and Mineral Resources, Inc., as Lessee (the "Oil & Gas Lease 1"). IS. No Surface Occupancy Oil and Gas Lease dated December 14, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company, as Lessor, and Mineral Resources. Inc., as Lessee (the "Oil & Gas Lease 2"). 19. No Surface Occupancy Oil and Gas Lease dated December 14, 2010, by and between Greeley Plaza, LLC, a Colorado limited liability company. as Lessor, and Mineral Resources, Inc., as Lessee (the "Oil & Gas Lease 3"). 20. Lease dated February 9, 2000, by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, as Lessor, and The City of Greeley, a Colorado Municipal Corporation, as Lessee (the "Parking Lot Lease") DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D3B EXHIBIT "C" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Description of the Personal Property) PERSONAL PROPERTY LISTING Quantity Lincoln Room - 3rd Floor Conference Tables Conference Arm Chairs, Swivel, Roller, Fabric Sideboards Television Armoire RCA Television Wall Presentation Units Podium with built-in amplifier Easel Side chairs, Metal w/ fabric, Black Framed Art Print, Western Framed Art Print, Western Coffee Maker, 2 -pot, Bunn Policom Building Break Room - 3rd Floor Table 30" (in storage - 4th floor) Table 48" (in storage - 4th floor) Microwave Oven, 1000W, Panasonic Refrigerator/Freezer, Kelvinator Bulletin Board, Framed, Cork Trash can, Metal Maintenance Office 2nd Floor Desk, Oak, 60" Desk Oak 72" Credenza, Oak Storage Unit, Oak File Cabinet, 4 -drawer, Lateral, Metal Bookcase, Wood, 5 -shelf Computer Desk, Wood Cube End Table Side Chair, Oak, Fabric, Blue Side Chair, Metal, Fabric, Black/Green Secretary Chair, Fabric, Brown Computer, USB 14 28 2 1 1 2 1 1 25 1 4 1 1 3 4 1 1 1 1 1 1 2 1 1 1 1 1 4 1 3 1 DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B Monitor, IBM Building Manager, Excel 15B Printer, Samsung UPS, Powerware 9120 Line Conditioner Router, D -Link Overhead Projector Tool Room - 2nd Floor Jig Saw, Black and Decker Hammer Drill, Makita Circular Saw, Craftsman Router, Craftsman Drill 1/2", Black & Decker Belt Sander, Black & Decker Planer, Black & Decker Miter Saw, Makita Powder Actuated Tool, Remington Staple Gun, Arrow Paint Sprayer, Wagner Brad Nailer, Accuset Vacuum, 2 gal, Craftsman Porter Cable Drill Screw Gun, DeWalt Step Ladder, Wood Step Ladder, Fiberglass, various heights Assortment of hand tools, wrenches, screwdrivers, etc. Spare Locksets, replacement parts, back stock items Blueprint File (and building prints) Housekeeping Office - 2nd Floor Vacuum, Scandia, Back -pack Vacuum, Clarke Buffer, Mercury Dolly, Utility, Green Step Ladder, Wood Trash Tub, Rolling, Plastic, Gray Cleaning Cart Trash Can, Rolling, with Cleaning Apron Annex Suite 10 Dishwasher, GE Refrigerator, Kelvinator 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 2 2 1 1 1 1 1 1 5 Assorted Assorted 1 1 1 1 1 1 1 2 5 1 1 DocuSign Envelope ID: 4362A679-3943-41C9-970B-776CC7719D3B Refrigerator, Kenmore 1 Maintenance Shop - 4th Floor Halogen Lamp, 2 -fixture with stand Halogen Lamp, 1 -fixture Bench Grinder Pipe Wrenches Step Ladder, Wood Vacuum, 18 Gal, ShopVac Vacuum, 16 Gal, Craftsman Table Saw, 10" Craftsman Paint Sprayer Scaffold, Rolling Bench Vise Power Washer, Honda Carpet Dolly, 2 -wheel, Red Furniture Dolly, 4 -caster, Wood Dolly, Utility, Green Dolly, Utility, Black Air Compressor, Ingersoll Rand 2nd Floor Vacant Office Conference Table, Wood Conference Arm Chairs, Fabric, Blue 1 1 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 1 14 Elevator Lobby (East) - 1st Floor Sofa Table, Slate Top 1 Hallway - 2nd Floor Bench, Leather, Tan Framed Art Print, Cowboy Boots Framed Photograph, Historic Greeley, 48"x34" Framed Photograph, Historic Greeley, 44"x34" Framed Photograph, Historic Greeley, 36"x34" Hallway - 3rd Floor Framed Art Print, Rock House Framed Art Print, Farmstead Bench, Teak Hallway - 5th Floor Chair, Leather, Brown End Table 1 1 4 1 1 1 1 1 2 1 DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D3B Table Lamp, Modern Framed Art Print, Dancers Framed Art Print, Musical Instruments Framed Art Print, Jazz Potted Plants, Artificial 1 1 2 1 2 Hallway - 6th Floor Framed Art Print, Pots 2 Hallway - 7th Floor Framed Art Print, Pussywillows 2 Plaza Area Note: Green benches, trash and ash receptacles were purchased through City of Greeley but owned by Greeley Plaza property, including trash receptacle on city sidewalk at west entrance to building. Green Park Benches Green Trash Receptacles Green Cigarette Receptacle Green Bike Rack Concrete Ash Receptacles Concrete Trash Receptacles General Trenant #250, Propane powered, riding, Plaza/street sweeping machine All fire extinguishers and fire hoses in place throughout common areas and in tenant suites are property of building ownership. 8 4 1 1 8 2 1 DocuSign Envelope ID 4362A879-3943-41 C9-9708-776CC7719038 EXHIBIT "D" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Description of Service Contracts) Commercial Cleaning — Janitorial CMS Mechanical — HVAC Maintenance Fire Alarm Systems — Fire Protection Maintenance and Monitoring Thomas & Tyler — Maintenance Person AAA Pest Pros — Exterminating Fisher Landscaping — Snow Removal and Landscaping Northern CO Disposal — Trash Removal DocuSign Envelope ID: 4362A879-3943-41 C9-9706-776CC7719038 EXHIBIT "E" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Release and Indemnity Agreement) RELEASE AND INDEMNITY AGREEMENT CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company ("Seller") and/or its affiliates, obtained Due Diligence Documents (including but not limited to environmental and/other reports) from third parties. ("You") should seek independent, competent advice as to whether you should obtain your own independent analysis of the property. You have, however, in connection with your proposed purchase of certain real property from the Seller pursuant to that certain Sale Agreement and Escrow Instructions dated as of , 2014 (the "Contract"), obtained and reviewed Seller's Due Diligence Documents prior to the date hereof. You understand that it is your responsibility to determine the condition of the Property and its suitability for your intended use, and you hereby release Seller and MidFirst Bank, a federally chartered savings association ("MidFirst") from any claim or cause of action based upon Seller's providing you a copy of any Due Diligence Documents, as more fully set forth in the Contract. You acknowledge that Seller makes no representation regarding the validity, accuracy, value or other information set forth in the Due Diligence Documents; that neither the Seller nor MidFirst is the author of the Due Diligence Documents created by third parties; and that the preparer is not an employee or agent of the Seller or MidFirst. You agree that any copies of Due Diligence Documents you have received from the Seller or Auction.com prior to the date hereof or following the date hereof will be treated in full confidence and will not be revealed to any other persons, firms or organizations other than those persons directly involved in the transaction including attorneys, advisors, investors, consultants, accountants, and your lender (and its attorneys, advisors, investors, consultants, and accountants), without the prior written consent of Seller and you agree to cause any such person to execute a Release and Indemnity in form and substance similar to this Release and Indemnity at the time of disclosure to said person. You agree not to duplicate or distribute the Due Diligence Documents. You agree to indemnify and hold Seller and MidFirst harmless from any damages, loss, claim or liability, including reasonable attorney fees, arising out of the use of the Due Diligence Documents by you, or your representatives or any third party that may receive the same in violation of this Agreement. You acknowledge that the disclaimers, acknowledgments and releases set forth in Sections 4.02, 4.03 and 4.04 of the Contract are incorporated herein. Dated this day of , 2014. a(n) By: Print Name: l itle: DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B EXHIBIT "F" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Deed) SPECIAL WARRANTY DEED THIS DEED, Made this day of , 2014 between CSA19- RIVE,RWALK SQUARE, L.L.C., an Oklahoma limited liability company whose legal address is 3030 East Camelback Road, Phoenix, Arizona of the County of Maricopa AND State of Arizona as "Grantor" and , a(n) as "Grantee": WITNESSETH, That the Grantor, for and in consideration of the sum of Ten and No 100th Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm, unto the Grantee, its heirs, successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of Weld, State of Colorado, described as follows: See attached EXHIBIT "A" Legal Description also known by street and number as: 804-822 71h Street, Greeley, Colorado TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, its heirs, successors and assigns forever, subject to all current taxes and assessments, all matters of record, and all matters that would be revealed by an accurate ALTA Survey or physical inspection of the Property, the Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. DocuSign Envelope ID: 4362A879-3943-41C9-9706-776CC7719D3B IN WITNESS WHEREOF, The Grantor has caused its corporate name to be hereunto subscribed by its Vice President and attested by its , the day and year first above written. Grantor: Attest: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company By: Chris Burson, Vice President STATE OF ARIZONA ) ss. County of Maricopa The foregoing instrument was acknowledged before me this day of , 2014, by Chris Burson, a Vice President of CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company, for the purposes therein contained. Notary Public DocuSign Envelope ID: 4362A879-3943-41C9-9708-776CC7719D3B Exhibit "A" Legal Description of Property That certain real property located in Weld County, Colorado and legally described as follows: Parcel 1: Lots 1 through 26, Block 44, City of Greeley, Together with the North -South alley adjacent to Lots 12 through 23 and the East-West alley adjacent to Lots 9 through 12, Lots 17 and 18, and Lots 23 through 26, Block 44, City of Greeley, County of Weld, State of Colorado. Parcel 2: Lots 9 and 10, the North 1/2 of Lots 11 and 12, Lots 13 through 20, also South 1/2 of vacant alley adjacent to Lots 13 through 19, Except the East 5 feet adjacent to Lot 19, Except the West 8.65 feet of the South 1/2 of Lot 13, all in Block 37,City of Greeley, County of Weld, State of Colorado. DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B EXHIBIT "G" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Assignment and Assumption of Leases) ASSIGNMENT AND ASSUMPTION OF LEASES THIS ASSIGNMENT AND ASSUMPTION OF LEASES (the "Assignment") is made effective as of this day of , 2014 (the "Effective Date"), by and between CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company (the "Assignor"), and , a(n) (the "Assignee"). RECITALS: A. Assignor is presently the owner and holder of all of the lessor's interest in the leases and tenancies described on Exhibit "A" attached to and incorporated into this Assignment (collectively, the "Leases"). B. Pursuant to the terms of that certain Sale Agreement and Escrow Instructions between Assignor, as "Seller", and Assignee, as "Buyer," made and entered into as of , 2014 (the "Contract"), Assignor is assigning to Assignee and Assignee is acquiring from Assignor all of Assignor's interest as lessor in and to the Leases and assuming all of the obligations of the Assignor therein. ASSIGNMENT AND ASSUMPTION: FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, it is agreed as follows: 1. Assignment and Assumption. Subject to the terms of this Assignment, Assignor does hereby assign, transfer, set over, deliver and convey unto Assignee, and Assignee hereby accepts, all right, title and interest of Assignor in, to and under the Leases, all guaranties of the Leases, if any, and all rents, revenues, income, profits and receipts due under the Leases allocable to the period from and after the Effective Date. It is specifically agreed that Assignor shall not be responsible to the lessee under the Leases for the obligations of lessor under the Leases accruing from and after the Effective Date. By accepting this Assignment and by its execution hereof, Assignee hereby (i) assumes and agrees to perform all of the obligations of lessor under the Leases accruing from and after the date hereof, including but not limited to the obligation to repay in accordance with the terms of the Leases to the lessees there under any and all refundable deposits and (ii) agrees to hold Assignor harmless for, from, and against the obligations of lessor under the Leases arising on or after the date hereof. Assignee acknowledges that the assignment of tenant security deposits is being effected by a credit to Assignee against the Price under the terms of the Agreement. 2. As -is, Where -is Assignment. By the execution hereof, the Assignee acknowledges and agrees that Assignor's assignment of the Leases is made on an "as -is", "where -is" basis, and the Assignee further acknowledges and agrees that the terms and provisions of the Contract, including but not limited to the provisions of Sections 4.02. Section 4.03 and Section 4.04 of the Contract are expressly incorporated herein. DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B 3. Binding Effect. This Assignment shall inure to the benefit of and shall he binding upon the parties hereto and their respective successors and assigns. 4. Counterparts. This Assignment may be executed through use of counterparts and when so executed and affixed to this Assignment, the counterparts shall be considered for all purposes to be a single instrument IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above. ASSIGNOR: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company By: Chris Burson Its: Vice President ASSIGNEE: a(n) By: Print Name: Title: DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D38 EXHIBIT "H" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Bill of Sale) BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: That CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company ("Assignor"), for and in consideration of the sum of Ten Dollars (S10.00) lawful money of the United States of America, and other good and valuable consideration to it in hand paid by the a(n) (the "Assignee") pursuant to that certain Sale Agreement and Escrow Instructions between the Assignor, as "Seller", and the Assignee, as "Buyer" made and entered into as of , 2014 (the "Contract"), the receipt whereof is hereby acknowledged, by these presents does hereby assign, sell, transfer and convey to Assignee all personal property owned by Seller located on. attached to or used in connection with the Property as that term is defined in the Contract, including but not limited to the personal property described on Exhibit "A" attached hereto and made a part hereof. By the execution hereof, the Assignee acknowledges and agrees that the transfer of the Personal Property is made on an "as -is", "where -is" basis, and the Assignee further acknowledges and agrees that the terms and provisions of the Contract, including but not limited to the provisions of Sections 4.02, Section 4.03 and Section 4.04 of the Contract are expressly incorporated herein IN WITNESS WHEREOF, the Assignor has hereunder set its hand as of this day of , 2014. CSA I 9-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company By: Chris Burson Its: Vice President ACKNOWLEDGED AND AGREED TO BY ASSIGNEE THIS day of , 2014. ASSIGNEE: a(n) Bv: Print Name: Title: DocuSign Envelope ID: 4362A879-3943-4109-9708-776CC7719D3B EXHIBIT "A" TO BILL OF SALE PERSONAL PROPERTY DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D3B EXHIBIT "I" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Assignment and Assumption of Contracts) ASSIGNMENT AND ASSUMPTION OF LEASES THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (the "Assignment") is made as of , 2014 (the "Effective Date"), by and between by and between CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company (the "Assignor"), and , a(n) (the "Assignee"). RECITALS: A. Assignor is presently the party to whom services are due under the contracts (collectively, the "Contracts") described on Exhibit "A" attached hereto and by this reference incorporated herein. B. Pursuant to the terms of that certain Sale Agreement and Escrow Instructions between Assignor, as "Seller", and Assignee, as "Buyer," made and entered into as of 2014 (the "Contract"), Assignor is assigning to Assignee and Assignee is acquiring from Assignor all of Assignor's interest in and to the Contracts and assuming all of the obligations of the Assignor therein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as set forth below. AGREEMENT: 1. As -is, Where -is Assignment. Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of Assignor's right, title and interest in, to and under the Contracts on an "as -is", "where -is" basis without any representation or warranty of any type of nature. By the execution hereof, the Assignee acknowledges and agrees that the terms and provisions of the Contract, including but not limited to the provisions of Sections 4.02, Section 4.03 and Section 4.04 of the Contract are expressly incorporated herein. 2. Assumption. Assignee hereby assumes and agrees to pay for all sums, and perform, fulfill and comply with all covenants and obligations, which are to be paid, performed and complied with by the holder of the interest of the person to whom services is due under the Contracts and covering the period of time following the closing (the "Closing", as defined in the Purchase Agreement. 3. Indemnification. Assignee shall and does hereby indemnify Assignor against, and agrees to hold Assignor harmless from, all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with the Contracts, based upon or arising out of the Contracts occurring or alleged to have occurred subsequent to the Closing. Assignor shall and does hereby indemnify Assignee against, and agrees to hold harmless from, all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with the Contracts, based upon or arising out of the Contracts occurring or alleged to have occurred between the date on which Assignor obtained title to the Property and the date hereof. DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D3B 4. Binding Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. 5. Counterparts. This Assignment may be executed through use of counterparts and when so executed and affixed to this Assignment, the counterparts shall be considered for all purposes to be a single instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date set forth above. ASSIGNOR: CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company Chris Burson, Vice President ASSIGNEE: a(n) By: Its: DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B EXHIBIT "J" TO SALE AGREEMENT AND ESCROW INSTRUCTIONS (Title Exceptions) 4814-0897-8208, v I DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CO7719D3B ALTA Commitment (6-17-06) Commitment Page 5 Commitment Number: NCS-676324-PHX1 COMMITMENT FOR TITLE INSURANCE FORM SCHEDULE B SECTION TWO EXCEPTIONS Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. Any facts, rights, interests or claims which are not shown by the Public Records, but which could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof. 2. Easements, or claims of easements, not shown by the Public Records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the Land would disclose, and which are not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown in the Public Records. 5. Any and all unpaid taxes, assessments and unredeemed tax sales. 6. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof. 7. An easement for non -motor vehicle ingress and egress and incidental purposes granted to Benjamin A. Eckhardt and Dorothy Eckhardt, as set forth in an instrument recorded April 20, 1976 at Reception No. 1686399. NOTE: Decree of Quiet Title in connection therewith recorded October 2, 1975 at Reception No. 1671297. 8. Lease by and between Bank One - Colorado, N.A., formerly known as The Greeley National Bank of Greeley, Colorado, a National Banking Association, as lessor, and U S West NewVector Group, Inc., as lessee, as evidenced by Memorandum of Building Option and Lease Agreement recorded December 1, 1995 at Reception No. 2465948. NOTE: Notice of Exercise of Option in connection therewith recorded May 22, 1996 at Reception No. 2492575. 9. Terms, conditions, provisions, obligations and agreements as set forth in the Memorandum of Agreement recorded October 12, 2000 at Reception No. 2799928. First American Title Insurance Company DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B ALTA Commitment (6-17-06) Commitment Page 6 Commitment Number: NCS-676324-PHX1 10. Lease by and between Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties Ltd. III, a Colorado limited partnership, and Robert G. Tointon, an individual, as lessor, and Cricket Colorado Property Company, a Delaware corporation, as lessee, as evidenced by Memorandum of Lease and Option recorded October 29, 2001 at Reception No. 2895471. 11. Terms, conditions, provisions, obligations and agreements as set forth in the Ordinance No. 5, Series of 2002 recorded February 26, 2002 at Reception No. 2928003 and amended by Ordinance No. 8, Series of 2003 recorded February 19, 2003 at Reception No. 3033543. 12. Terms, conditions, provisions, obligations and agreements as set forth in the City of Greeley Historic Preservation Commission Certificate of Designation recorded December 30, 2002 at Reception No. 3019389. 13. Terms, conditions, provisions, obligations and agreements as set forth in the License Agreement recorded January 9, 2008 at Reception No. 3528171. 14. The effect of Certificate of Approval Minor Alteration recorded December 8, 2008 at Reception No. 3593608. 15. Oil and Gas Lease recorded December 16, 2010 at Reception No. 3739356, and any and all assignments thereof or interests therein. 16. Oil and Gas Lease recorded December 16, 2010 at Reception No. 3739357, and any and all assignments thereof or interests therein. 17. Oil and Gas Lease recorded December 16, 2010 at Reception No. 3739358, and any and all assignments thereof or interests therein. 18. Any facts, rights, interests or claims that may exist or arise subsequent to the October 31, 2007, and by reason of the following matters disclosed by an ALTA/ACSM survey made by Drexel BarrelI & Co. on October 31, 2007, designated Job Number G1613: a) encroachment of 2 -Story brick building onto caption lands (Lot 26, Block 44) as delineated on said survey b) encroachment of covered concrete dock onto caption lands (Lot 25, Block 44) as delineated on said survey c) encroachment of 2 -Story brick building onto caption lands (Lot 20, Block 37) as delineated on said survey d) encroachment of 2 -Story brick building onto caption lands (Lot 11, Block 37) as delineated on said survey 19. Existing leases and tenancies. 20. Notice of Claim of Improvement Assessment Lien in the amount of $33,122.58, recorded August 28, 2008 at Reception No. 3575087. 21. Notice of Claim of Improvement Assessment Lien in the amount of $28,447.25, recorded August 28, 2008 at Reception No. 3575121. 22. Notice of Claim of Improvement Assessment Lien in the amount of $957.58, recorded August 28, 2008 at Reception No. 3575131. First American Title Insurance Company DocuSign Envelope ID: 4362A879-3943-41O9-9708-776CC7719D3B ALTA Commitment (6-17-06) Commitment Page 7 Commitment Number: NCS-676324-PHX1 23. Notice of Claim of Improvement Assessment Lien in the amount of $1,289.01, recorded August 28, 2008 at Reception No. 3575132. 24. Notice of Claim of Improvement Assessment Lien in the amount of $22,610.93, recorded August 28, 2008 at Reception No. 3575134. 25. Notice of Claim of Improvement Assessment Lien in the amount of $19,108.60, recorded February 23, 2009 at Reception No. 3606784. First American Title Insurance Company DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B AUCTION ITEM NO, WB127 RELEASE AND INDEMNITY AGREEMENT CSA19-RIVERWALK SQUARE, L.L.C., an Oklahoma limited liability company ("Seller") and/or its affiliates, obtained Due Diligence Documents (including but not limited to environmental and/other reports) from third parties. Weld County, Colorado ("You") should seek independent, competent advice as to whether you should obtain your own independent analysis of the property. You have, however, in connection with your proposed purchase of certain real property from the Seller pursuant to that certain Sale Agreement and Escrow Instructions dated as of December 4 , 2014 (the "Contract"), obtained and reviewed Seller's Due Diligence Documents prior to the date hereof You understand that it is your responsibility to determine the condition of the Property and its suitability for your intended use, and you hereby release Seller and MidFirst Bank, a federally chartered savings association ("MidFirst") from any claim or cause of action based upon Seller's providing you a copy of any Due Diligence Documents, as more fully set forth in the Contract. You acknowledge that Seller makes no representation regarding the validity, accuracy, value or other information set forth in the Due Diligence Documents; that neither the Seller nor MidFirst is the author of the Due Diligence Documents created by third parties; and that the preparer is not an employee or agent of the Seller or MidFirst. You agree that any copies of Due Diligence Documents you have received from the Seller or Auction.com prior to the date hereof or following the date hereof will be treated in full confidence and will not be revealed to any other persons, firms or organizations other than those persons directly involved in the transaction including attorneys, advisors, investors, consultants, accountants, and your lender (and its attorneys, advisors, investors, consultants, and accountants), without the prior written consent of Seller and you agree to cause any such person to execute a Release and Indemnity in form and substance similar to this Release and Indemnity at the time of disclosure to said person. You agree not to duplicate or distribute the Due Diligence Documents. You agree to indemnify and hold Seller and MidFirst harmless from any damages, loss, claim or liability, including reasonable attorney fees, arising out of the use of the Due Diligence Documents by you, or your representatives or any third party that may receive the same in violation of this Agreement. You acknowledge that the disclaimers, acknowledgments and releases set forth in Sections 4.02, 4.03 and 4.04 of the Contract are incorporated herein. Dated this 3 day of December , 2014. Weld County, Colorado a(n) UocuSlgned oy: By: belY{Aana i7tvicim ivr CD -EE I DA7955459 Print Name: Barbara Kirkmeyer Title: Commissioner JNTLn611-'82J. I I DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D36 Cu • SECURED Certificate of Completion Envelope Number: 1 BE0568670FE455FAOCC2FDCD7879F6A Subject: Online Contract for Digital Signature for item # WB127_804-822 7th Street (JG) Source Envelope: Document Pages: 46 Signatures. 5 Certificate Pages: 7 Initials: 3 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original 12/3/2014 3:22:50 PM PT Signer Events Barbara Kirkmeyer bkirkmeyer@co.weld.co.us Security Level: Email, Account Authentication (None), Authentication Authentication Details IDCheck: Transaction: 11020778570267 Result: passed Vendor ID: LexisNexis Type. iAuth Performed: 12/4/2014 1:28:38 AM GMT Electronic Record and Signature Disclosure: Accepted: 12/3/2014 5:29:09 PM PT ID: f583e578-a243-422e-94e0-22c3ec6e2106 Ron Randel ron@wheelermgt.com Broker Associate Wheeler Management Group, Inc Security Level: Email, Account Authentication (None), Authentication Authentication Details IDCheck: Transaction: 11020778521649 Result: passed Vendor ID: LexisNexis Type. iAuth Performed: 12/4/2014 1:58:43 AM GMT Electronic Record and Signature Disclosure: Accepted: 12/3/2014 5:59:16 PM PT ID: 5843ee51-7cb9-4a8d-8eb9-b3a9dccb2dae Holder: Commercial Contracts commercialcontracts@auction.com Signature e--Oxu&gneS by: i'7arl.ara 6vtwulue 'CDFEE1DA,955450 Using IP Address: 204.133.39.2 Signed using mobile Question Details: failed county.lived.single.fake passed corporateassociation.real passed person.age.real passed vehiclehistorical.association.real passed property.association.single.real passed corporate.association.real r Dxu5,gned 5/V I rote, riutau 1/4.__2ERE2=34E,54E.5 Using IP Address. 64.207.28.43 Question Details: passed livedat.subdivision.real passed vehicle.association.real passed county.livedsingle.real passed vehicle.historical.association.real passed property.street.in.city.real passed property.association.single. real Status: Sent Envelope Originator: Commercial Contracts 1301 Shoreway Road Suite 425 Belmont, CA 94002 commercialcontracts@auction.com IP Address: 72.37.244.36 Location: DocuSign Timestamp Sent: 12/3/2014 5:23:14 PM PT Viewed: 12/3/2014 5:29.09 PM PT Signed: 12/3/2014 5:31:37 PM PT Sent: 12/3/2014 5:31:46 PM PT Resent: 12/3/2014 5:43:07 PM PT Resent: 12/3/2014 5.43.34 PM PT Viewed: 12/3/2014 5:59:16 PM PT Signed: 12/3/2014 6.01:45 PM PT DocuSign Envelope ID: 4362A879-3943-41 C9-9708-776CC7719D36 Signer Events Chris Burson chris.burson@midfirst.com Vice President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/4/2014 7:54:41 AM PT ID: 02603558-ce28-4076-8eb5-94d849283455 Angelique R. Sizemore asizemore@firstam.com Escrow Officer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2014 7:46:04 AM PT ID. 13a2e5e4-d39a-4df2-b064-8bafd09f8526 mahsa farid mahsaf@auction.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2014 12:51:36 PM PT ID: 22e73e49-941a-4287-aedd-blf17000928f In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Bruce Barker bbarker@co.weld.co.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Robert Frick rfrick@co.weld.co.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Toby Taylor ttaylor@weldgov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID Signature cooct±soned by �,irJe z<enAE029mrs Using IP Address: 174.76.2.6 ocu5isned by' ay./Jail/Ai. R. $iAyuaort- e3r7c„5B7ICA2b Using IP Address: 65.216.122.126 Signature Status Status Status Status Status COPIED COPIED COPIED Timestamp Sent: 12/3/2014 6:01:48 PM PT Viewed: 12/4/2014 7:54:41 AM PT Signed: 12/4/2014 7:59:21 AM PT Sent: 12/4/2014 7:59:39 AM PT Viewed: 12/5/2014 7:46:04 AM PT Signed: 12/5/2014 7:51 32 AM PT Sent: 12/5/2014 12:03:51 PM PT Viewed: 12/5/2014 12:51:36 PM PT Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 12/3/2014 5:05:00 PM PT Sent: 12/3/2014 5:05:01 PM PT Viewed. 12/4/2014 7:05:49 AM PT Sent: 12/3/2014 5:05.01 PM PT Viewed. 12/3/2014 5:07.52 PM PT DocuSign Envelope ID: 4362A879-3943-41 C9-970B-776CC7719D39 Carbon Copy Events Tyler Ley tley@auction.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Robert Anderson randerson@auction.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Cole Herk cole.herk@cassidyturley.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Jason Ells jason.ells@cassidyturley.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Tyler Ley tley@auction.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Adam Levin adam.levin@midfirst.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Chuck Riekena criekena@cjrazlaw.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Tim Sterling timothy.sterling@midfirst.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered Id Status COPIED COPIED J COPIED COPIED COPIED J COPIED COPIED COPIED Timestamp Sent. 12/3/2014 5.31:39 PM PT Viewed: 12/3/2014 5:32:35 PM PT Sent: 12/3/2014 5:31:41 PM PT Sent: 12/3/2014 5:31:42 PM PT Sent: 12/3/2014 5:31:44 PM PT Sent: 12/4/2014 7:59:24 AM PT Viewed. 12/4/2014 8:07:42 AM PT Sent 12/4/2014 7:59:26 AM PT Sent: 12/4/2014 7:59:29 AM PT Viewed. 12/4/2014 8'.21 01 AM PT Sent 12/4/2014 759.32 AM PT DocuSign Envelope ID: 4362A879-3943-41C9-970B-776CC7719D3B Carbon Copy Events Paige Tipton paige.tipton@midfirst.com Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID Julie Chapin Julie chapin@midfirst.com Security Levee. Email, Account Authentication (None) Electronic Record and Signature Disclosure. Not Offered ID: Tricia Garvey pagarvey@firstam.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Mahsa Farid MahsaF@auction.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2014 12:51:36 PM PT ID: 22e 73e49-941 a-4287-aedd-b 1117000928f Status COPIED COPIED COPIED Timestamp Sent: 12/4/2014 7:59:34 AM PT Sent: 12/4/2014 7:59:36 AM PT Sent: 12/5/2014 7:51:35 AM PT Notary Events Timestamp Envelope Summary Events Envelope Sent Status Hashed/Encrypted Electronic Record and Signature Disclosure Timestamps 12/5/2014 12:03:51 PM PT First American Title Insurance Company National Commercial Services 2425 E. Camelback Road, Suite 300 Phoenix, AZ 85016 PR: NATLAC Ofc: 771 RECEIPT FOR DEPOSIT FUNDS IN THE AMOUNT OF: $263,750.00 WERE RECEIVED FROM: Weld County Colorado CREDITED TO THE ACCOUNT OF: Buyer TYPE OF DEPOSIT: Wire Comments: Property Location: 804-822 7th Street, Greenley, CO BY: Patricia Garvey, 12/04/2014 ESCROW OFFICER: Angelique Sizemore DATE: 12/04/2014 RECEIPT NO.: 77178055 FILE NO.: NCS-702315-PHX1 REPRESENTING: Earnest Money Deposit "The validity of this receipt, for the deposit referenced, is subject to clearance by the depository financial institution and credit to our account." ARIZONA REVISED STATUTE SECTION 6-841.03 requires the following notice be given: Any monies deposited into an escrow account are not insured against loss from fraud or theft by either the State of Arizona or the United States Government. Other Copy NOTICE OF OPPORTUNITY TO EARN INTEREST File No:NCS-702315-PHX1 (AS) First American and its family of companies ("First American") believes that it is in the best interest of our customers to provide to each depositing party notice of an opportunity to earn interest on all deposited funds through a special account at one of First American's depository banks. Please note that interest rates on an interest -bearing account will vary from time to time and on different types of accounts such as a savings account or a money market account. In addition, the amount of the deposit and the amount of time the account will be open may affect the interest rate available. If you elect to earn interest, First American will charge you an additional fee of $0.00 for the establishment and maintenance of each interest bearing account, regardless of the dollar amount or length of time it will be invested. This fee compensates First American for any charge by the bank for opening the account, p/us the additional employee time required to open the account, sign signature cards, review and sign the account agreement, handle account correspondence, close the account, maintain internal records of the account and other related duties. Therefore, it is important that you consider this cost in your decision as the cost may exceed the earnings. Example: A regular savings deposit of $1,000.00 at an average interest rate of 3.0%* per annum for a 30 day period: DeDosit x Rate / Annual x flan = Total interest earned $1,000.00 x .03 / 360 x 30 = $2.50 PLEASE READ THE FOLLOWING CAREFULLY.' A. If you do not want to have your funds deposited in an interest bearing account, you do not need to sign or return this Notice and such will constitute an instruction to us that your funds be deposited into First American's general escrow account. For important information regarding the general escrow accounts, please read the disclosure in Paragraph C below. B. If you elect to have your funds earn interest in an interest -bearing account using First American's depository bank, you MUST sign and return to First American both this form and the enclosed W-9 form. Please be advised that you will be responsible for reporting all earnings to the applicable taxing authorities. Also, First American cannot deposit the funds in the specified account until good funds have been received into First American's general escrow account and all the properly completed forms have been returned to First American. Unless and until First American receives all the required forms, First American will not establish such account and all funds will remain on deposit in First American's general escrow account Unless you specify in writing that the interest -bearing account be established at a specific financial institution, First American will open the interest -bearing account with a federally or state chartered financial institution of its choosing, which institution may be affiliated with First American. C. All funds not deposited into a special interest bearing account will be held in First American's general escrow account at various federally or state chartered financial institutions, including institutions affiliated with First American. The general escrow account is restricted and protected against claims by third parties or creditors of First American. However, as a result of Escrow Holder maintaining its general escrow accounts with the depositories, Escrow Holder may receive certain financial benefits such as the absorption of bank service charges, accommodations, loans at preferential rates or other business transactions from the depositories ("collateral benefits'). Al/ collateral benefits shall accrue to the sole benefit of Escrow Holder and Escrow Holder shall have no obligations to account to the parties to this escrow for the value of any such collateral benefits. ELECTION TO EARN INTEREST: I/WE HEREBY AUTHORIZE FIRST AMERICAN TO OPEN AN INTEREST BEARING ACCOUNT AT FIRST AMERICAN'S DEPOSITORY BANK, AND TO CHARGE THE ADDITIONAL FEE FOR THIS SERVICE. DATE: TBD Page 1 of 6 c2005 First American Title Insurance Company All Rights Reserved *Please note that this interest rate is only an example and First American does not guaranty the availability of any specific rate. Form (Rev. August Department Interns W-9 2013) of the Treasury Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ► Other (see instructions) ► Exemption Exempt (see instructions) payee code (if any) from FATCA responding any) Address (number, street, and apt. or suite no.) Requester's name and address (optional) City, state, and ZIP code List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line (Social security number to avo'd backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Part II 'Employer identification number Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Signature of Here U.S. person ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and Date 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 8-2013) Form W-9 (Rev. 8-2013) In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity, • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Page 2 Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships on page 1. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATC4 reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line. Partnership(' C Corporation, or $ Corporation. Enter the entity's name on the Name' line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulation section 301.7701-2(c)(2)(iii). Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name line. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation Trust/estate). Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "5" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line. Form W-9 (Rev. 8-2013) Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line. Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemptions box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting rode on page 3. Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following codes identify payees that are exempt from backup withholding: 1 —An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2 —The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9 —An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,000 r Generally, exempt payees 1 through 5' Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) Page 3 B —The United States or any of its agencies or instrumentalities C —A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D —A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) E —A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i) F —A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G —A real estate investment trust H —A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I —A common trust fund as defined in section 584(a) 3—A bank as defined in section 581 K —A broker L —A trust exempt from tax under section 664 or described in section 4947(a)(1) M —A tax exempt trust under a section 403(b) plan or section 457(g) plan Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a 77N below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single -member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.ctovibusinesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 -TAX -FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3. Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. Form W-9 (Rev. 8-2013) Page 4 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) The individual The actual owner of the account or, if combined funds, the first individual on the account' The minor 2 The grantor -trustee I The actual owner I The owner 3 The grantor` For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an individual 8. A valid trust, estate, or pension trust 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 10.Association, club, religious, charitable, educational, or other tax-exempt organization 11. Partnership or multi -member LLC 12.A broker or registered nominee 13.Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14.Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B)) The owner Legal entity 4 The corporation The organization The partnership The broker or nominee The public entity The trust List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. Circle the minor's name and furnish the minor's 5N. ' You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your 55N. ° List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. *Note. Grantor also must provide a Form W-9 to trustee of trust. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll -free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spamC7auce.govor contact them at wwwJtc.gov/idthe/t or 1-877-IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer NSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. Electronic Record and Signature Disclosure created on: 8/23/2011 9 13:28 PM Parties agreed to: Barbara Kirkmeyer CONSUMER DISCLOSURE From time to time, Auction.com and Seller (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the a€ -I agreea€TM button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign K. -Withdraw Consenta€TM form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Auction.com and Seller: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: ooacontracts@auction.com To advise Auction.com and Seller of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at ooacontracts@auction.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from Auction.com and Seller To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to ooacontracts@auction.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Auction.com and Seller To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to ooacontracts@auction.com and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. 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Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the aCl agreea€TM button below. By checking the aCI agreea€TM box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify Auction.com and Seller as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Auction.com and Seller during the course of my relationship with you. Hello