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Home My WebLink About20154059.tiff Wheeler Management Group HEELER 1130 38th Avenue, Suite B MANAGEMENT Greeley, CO 80634 GROUP,INC. Phone: (970)352-5860 Fax: f 970) 352-0117 www.wheelermgt.com The printed portions of this torn[,except differentiated additions,have been approved by the Colorado Real [state Commission (CBS4-8-13)(Mandatory 1-14) 4 THIS FORM HAS IMPORTANT LEGAL CONSEQCENCIS AND THE PARTIES SHOULD CONSULT LEGAL AND'LAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (LAND) 9 ❑X Property with No Residences) 10 (❑ Property with Residences—Residential Addendum Attached) II I2 I3 Date: January 5, 2016 14 AGREEMENT 15 I. AGREEMENT. Buyer, identified in § 2.1,agrees to buy,and Seller, identified in § 2.3, agrees to sell, the Property 16 described below on the terms and conditions set forth in this contract(Contract). 17 2. PARTIES AND PROPERTY. 18 2.1. Buyer. Buyer, Weld County Colorado, will take title to the Property 19 described below as ❑ joint Tenants ❑ Tenants In Common [OOther 20 2.2. Assignability and Inurement. This Contract X❑ Is ❑ Is Not assignable by Buyer without Seller's prior written 21 consent. Except as so restricted, this Contract inures to the benefit of and is binding upon the heirs, personal representatives. 22 successors and assigns of the parties. 23 2.3. Seller. Seller.3109 LLC, is the current owner of the 24 Property described below. 25 2.4. Property. The Property is the following legally described real estate in the County of Weld, Colorado: 26 The triangular portion at the westerly edge of the following: GR CWGCC EXPANSION AREA COTTONWOOD WEST GREELEY COMMERCIAL CONDO EXC SUPP #1 (UNITS 101 THRU 103)Approximately .49 Acres. 27 28 29 3109 35th Ave-Triangular land Greeley CO 80634 30 known as No. portion Street Address City State Zip 31 32 together with the interests,easements.rights,benefits, improvements and attached fixtures appurtenant thereto.and all interest or 33 Seller in vacated streets and alleys adjacent thereto.except as herein excluded(Property). 34 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 35 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract. 36 Other Fixtures: None, Land Only 37 38 39 If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in the Purchase 40 Price. 41 2.5.2. Personal Property'. If on the Property. whether attached or not.on the date of this Contract,the following 42 items are included: 43 N/A 44 a0I5-40 59 2/2CY7311 CRS4-8-13.CONTRACT'TO BttY AND SELL RE V L ESTATE(LAND) I/6/2011' If):t8 Page 1 of 17 Buyer initials r{ Seller initials egrr,rvltciu 1. -,,,,o 3-3-4O/(0 cc. �' Co C T) 45 Other Personal Property: None, Land Only 46 47 48 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes(except 49 personal property taxes for the year of Closing),liens and encumbrances,except N/A. 50 Conveyance will be by bill of sale or other applicable legal instrument. 51 2.5.3. Trade Fixtures. With respect to trade fixtures,Seller and Buyer agree as follows: 52 None, Land Only 53 54 The Trade Fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes(except personal 55 property taxes for the year of Closing),liens and encumbrances,except N/A.Conveyance 56 will be by bill of sale or other applicable legal instrument. 57 2.6. Exclusions. The following items are excluded(Exclusions): 58 Water and Mineral rights, if any, shall be retained by Seller. 59 60 2.7. Water Rights,Well Rights,Water and Sewer Taps. 61 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 62 N/A 63 64 Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing. 65 0 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in§§2.7.1,2.7.3, 66 2.7.4 and 2.7.5,will be transferred to Buyer at Closing: 67 No water rights are included with purchase 68 69 70 0 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that 71 if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well"used for ordinary household purposes, 72 Buyer must,prior to or at Closing,complete a Change in Ownership form for the well.If an existing well has not been registered 73 with the Colorado Division of Water Resources in the Department of Natural Resources(Division),Buyer must complete a 74 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 75 connection with the transaction,Buyer must file the form with the Division within sixty days after Closing.The Well Permit#is 76 N/A. 77 0 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 78 N/A 79 80 2.7.5. Water and Sewer Taps. Note: Buyer is advised to obtain,from the provider,written confirmation of 81 the amount remaining to be paid,if any,time and other restrictions for transfer and use of the taps. 82 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2(Other Rights Relating to Water), or 2.7.4(Water Stock Certificates),Seller agrees to convey such rights to Bu Buyer by executing the 83 §2.7.3(Well Rights), § grY 84 applicable legal instrument at Closing. 85 2.8. Growing Crops. With respect to growing crops,Seller and Buyer agree as follows: 86 N/A 87 88 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline 1 §4.3 Alternative Earnest Money Deadline 5 days after NEC Title 2 §8.1 Record Title Deadline 10 days after MC 3 § 8.2 Record Title Objection Deadline 50 days after NEC 4 § 8.3 Off-Record Title Deadline 10 days after NEC 5 § 8.3 Off-Record Title Objection Deadline 50 days after NEC CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 2 of 17 Buyer initials i Seller initials 6 §8.4 Title Resolution Deadline 55 days after MEC 7 §8.6 Right of First Refusal Deadline N/A Owners'Association 8 §7.3 Association Documents Deadline None Exists 9 §7.4 Association Documents Objection Deadline None Exists Seller's Property Disclosure 10 § 10.1 Seller's Property Disclosure Deadline 10 days after MEC Loan and Credit 11 §5.1 Loan Application Deadline N/A 12 §5.2 Loan Objection Deadline N/A 13 §5.3 Buyer's Credit Information Deadline N/A 14 §5.3 Disapproval of Buyer's Credit Information Deadline N/A 15 §5.4 Existing Loan Documents Deadline N/A 16 §5.4 Existing Loan Documents Objection Deadline N/A 17 §5.4 Loan Transfer Approval Deadline N/A 18 §4.7 Seller or Private Financing Deadline N/A Appraisal 19 §6.2 Appraisal Deadline n/a 20 §6.2 Appraisal Objection Deadline n/a Survey 21 §9.1 Current Survey Deadline 30 days after MEC 22 §9.2 Current Survey Objection Deadline 50 days after MEC 23 §9.3 Current Survey.Resolution Deadline 55 days after MEC Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline 45 days after MEC 25 § 10.3 Inspection Resolution Deadline 50 days after NEC 26 § 10.5 Property Insurance Objection Deadline N/A 27 § 10.6 Due Diligence Documents Delivery Deadline 10 days after NEC 28 § 10.6 Due Diligence Documents Objection Deadline 50 days after MEC 29 § 10.6 Due Diligence Documents Resolution Deadline 55 days after MEC 30 § 10.6 Environmental Inspection Objection Deadline 30 days after MEC 31 § 10.6 ADA Evaluation Objection Deadline N/A 32 § 10.7 Conditional Sale Deadline N/A 33 § 11.1 Tenant Estoppel Statements Deadline N/A 34 § 11.2 Tenant Estoppel Statements Objection Deadline N/A Closing and Possession 35 § 12.3 Closing Date 60 days after NEC 36 § 17 Possession Date Date and time of Closing 37 § 17 Possession Time Time of Closing 38 §28 Acceptance Deadline Date January 11, 2016 39 §28 Acceptance Deadline Time 5:00pm N/A N/A N/A N/A N/A N/A 89 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies.Any box, 90 blank or line in this Contract left blank or completed with the abbreviation"N/A',or the word"Deleted"means such provision, 91 including any deadline,is not applicable and the corresponding provision of this Contract to which reference is made is deleted. 92 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract. 93 4. PURCHASE PRICE AND TERMS. 94 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 3 of 17 Buyer initials m F Seller initials Item No. Reference Item Amount Amount 1 §4.1 Purchase Price $ 30,000.00 2 §4.3 Earnest Money $ 5,000.00 3 §4.5 New Loan $ N/A 4 §4.6 Assumption Balance $ N/A 5 §4.7 Private Financing $ N/A 6 §4.7 Seller Financing $ N/A 7 N/A N/A N/A 8 N/A N/A N/A 9 §4.4 Cash at Closing $ 25,000.00 10 TOTAL $ 30,000.00 $ 30,000.00 95 4.2. Seller Concession. Seller,at Closing,will credit,as directed by Buyer,an amount of$N/A to assist 96 with any or all of the following: Buyer's closing costs(Seller Concession). Seller Concession is in addition to any sum Seller has 97 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate 98 of what is allowed by Buyer's lender as set forth in the Closing Statement,Closing Disclosure or HUD-1,at Closing. 99 4.3. Earnest Money. The Earnest Money set forth in this section,in the form of Buyers business check,will be 100 payable to and held by Unified Title(Earnest Money Holder),in its trust account,on behalf of both 101 Seller and Buyer. The Earnest Money deposit must be tendered,by Buyer,with this Contract unless the parties mutually agree to 102 an Alternative Earnest Money Deadline(§3)for its payment. The parties authorize delivery of the Earnest Money deposit to the 103 company conducting the Closing(Closing Company),if any,at or before Closing. In the event Earnest Money Holder has agreed 104 to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to 105 Colorado residents,Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the 106 Earnest Money Holder in this transaction will be transferred to such fund. 107 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money,if other than at the 108 time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline(§3). 109 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates,Buyer is entitled to 110 the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in§25 and,except as provided 111 in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate,Seller agrees to execute 112 and return to Buyer or Broker working with Buyer,written mutual instructions(e.g.,Earnest Money Release form),within three 113 days of Seller's receipt of such form. 114 4.4. Form of Funds;Time of Payment;Available Funds. 115 4.4.1. Good Funds. All amounts payable by the parties at Closing,including any loan proceeds,Cash at Closing 116 and closing costs,must be in funds that comply with all applicable Colorado laws,including electronic transfer funds,certified 117 check,savings and loan teller's check and cashier's check(Good Funds). 118 4.4.2. Time of Payment;Available Funds. All funds,including the Purchase Price to be paid by Buyer,must be 119 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 120 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer represents that Buyer,as of the date of this 121 Contract, ❑R Does O Does Not have funds that are immediately verifiable and available in an amount not less than the amount 122 stated as Cash at Closing in§4.1. 123 4.5. New Loan. OMITTED AS INAPPLICABLE. 135 4.6. Assumption. OMITTED AS INAPPLICABLE. 147 4.7. Seller or Private Financing. OMITTED AS INAPPLICABLE. 165 TRANSACTION PROVISIONS 166 5. FINANCING CONDITIONS AND OBLIGATIONS. 167 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans(New 168 Loan),or if an existing loan is not to be released at Closing,Buyer,if required by such lender,must make an application verifiable 169 by such lender,on or before Loan Application Deadline(§3)and exercise reasonable efforts to obtain such loan or approval. 170 5.2. Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan,this Contract is conditional 171 upon Buyer determining,in Buyer's sole subjective discretion,whether the New Loan is satisfactory to Buyer,including its 172 availability,payments,interest rate,terms,conditions,and cost of such New Loan.This condition is for the sole benefit of Buyer. CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 4 of 17 Buyer initials Seller initials 173 Buyer has the Right to Terminate under§25.1,on or before Loan Objection Deadline(§3),if the New Loan is not satisfactory to 174 Buyer,in Buyer's sole subjective discretion. IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE 175 BUYER'S WRITTEN NOTICE TO TERMINATE,BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE,except 176 as otherwise provided in this Contract(e.g.,Appraisal,Title,Survey). 177 5.3. Credit Information. If an existing loan is not to be released at Closing,this Contract is conditional(for the sole 178 benefit of Seller)upon Seller's approval of Buyer's financial ability and creditworthiness,which approval will be at Seller's sole 179 subjective discretion. Accordingly: (1)Buyer must supply to Seller by Buyer's Credit Information Deadline(§3),at Buyer's 180 expense,information and documents(including a current credit report)concerning Buyer's financial,employment and credit 181 condition;(2)Buyer consents that Seller may verify Buyer's financial ability and creditworthiness;and(3)any such information 182 and documents received by Seller must be held by Seller in confidence,and not released to others except to protect Seller's interest 183 in this transaction. If the Cash at Closing is less than as set forth in§4.1 of this Contract,Seller has the Right to Terminate under 184 §25.1,on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness,in Seller's sole subjective 185 discretion,Seller has the Right to Terminate under§25.1,on or before Disapproval of Buyer's Credit Information Deadline 186 (§3). 187 5.4. Existing Loan Review. If an existing loan is not to be released at Closing,Seller must deliver copies of the loan 188 documents(including note,deed of trust,and any modifications)to Buyer by Existing Loan Documents Deadline(§3). For the 189 sole benefit of Buyer,this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. 190 Buyer has the Right to Terminate under§25.1,on or before Existing Loan Documents Objection Deadline(§3),based on any 191 unsatisfactory provision of such loan documents,in Buyer's sole subjective discretion. If the lender's approval of a transfer of the 192 Property is required,this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, 193 except as set forth in§4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline(§3),this Contract will 194 terminate on such deadline. Seller has the Right to Terminate under§25.1,on or before Closing,in Seller's sole subjective 195 discretion,if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth 196 in§4.6. 197 6. APPRAISAL PROVISIONS. 198 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs(Requirements)to be made to 199 the Property(e.g.,roof repair,repainting),beyond those matters already agreed to by Seller in this Contract,Seller has the Right to 200 Terminate under§25.1,(notwithstanding§ 10 of this Contract),on or before three days following Seller's receipt of the 201 Requirements,based on any unsatisfactory Requirements,in Seller's sole subjective discretion. Seller's Right to Terminate in this 202 §6.1 does not apply if,on or before any termination by Seller pursuant to this§6.1: (1)the parties enter into a written agreement 203 regarding the Requirements;or(2)the Requirements have been completed;or(3)the satisfaction of the Requirements is waived in 204 writing by Buyer. 205 6.2. Appraisal Condition. The applicable Appraisal provision set forth below applies to the respective loan type set 206 forth in§4.5.3,or if a cash transaction(i.e. no financing),§6.2.1 applies. 207 6.2.1. Conventional/Other. Buyer has the sole option and election to terminate this Contract if the Property's 208 valuation,determined by an appraiser engaged on behalf of Buyer or Buyers Attorney is less than the Purchase Price. 209 The appraisal must be received by Buyer or Buyer's lender on or before Appraisal Deadline(§3). Buyer has the Right to 210 Terminate under§25.1,on or before Appraisal Objection Deadline(§3),if the Property's valuation is less than the Purchase 211 Price and Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the Property's valuation is 212 less than the Purchase Price. This§6.2.1 is for the sole benefit of Buyer. 213 63. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract must be timely paid by 214 S❑ Buyer O Seller.The cost of the appraisal may include any or all fees paid to the appraiser,appraisal management company, 215 lender's agent or all three. 216 7. OWNERS'ASSOCIATION.This Section is applicable if the Property is located within a Common Interest 217 Community and subject to such declaration. 218 7.1. Owners'Association Documents. Owners' Association Documents(Association Documents)consist of the 219 following: 220 7.1.1. All Owners'Association declarations,articles of incorporation,bylaws,articles of organization,operating 221 agreements,rules and regulations,party wall agreements; 222 7.1.2. Minutes of most recent annual owners'meeting; 223 7.1.3. Minutes of any directors' or managers'meetings during the six-month period immediately preceding the 224 date of this Contract. If none of the preceding minutes exist,then the most recent minutes,if any(§§7.1.1,7.1.2 and 7.1.3, 225 collectively,Governing Documents);and 226 7.1.4. The most recent financial documents which consist of: (1)•annual and most recent balance sheet,(2)annual CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 5 of 17 Buyer initials rn r Seller initials 227 and most recent income and expenditures statement,(3)annual budget,(4)reserve study,and(5)notice of unpaid assessments,if 228 any(collectively,Financial Documents). 229 7.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 230 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY.THE OWNER 231 OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'ASSOCIATION FOR THE 232 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 233 ASSOCIATION.THE DECLARATION,BYLAWS,AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 234 OBLIGATIONS UPON THE OWNER OF THE PROPERTY,INCLUDING AN OBLIGATION TO PAY 235 ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES NOT PAY THESE ASSESSMENTS,THE 236 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT.THE 237 DECLARATION,BYLAWS,AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 238 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 239 ASSOCIATION(OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION. 240 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 241 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION.PURCHASERS SHOULD CAREFULLY 242 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 243 THE ASSOCIATION. 244 7.3. Association Documents to Buyer. 245 ❑R 7.3.1. Seller to Provide Association Documents. Seller will cause the Association Documents to be provided to 246 Buyer,at Seller's expense,on or before Association Documents Deadline(§3). 247 ❑% 7.3.2. Seller Authorizes Association. Seller authorizes the Association to provide the Association Documents to 248 Buyer,at Seller's expense. 249 7.3.3. Seller's Obligation. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's 250 receipt of the Association Documents,regardless of who provides such documents. 251 Note: If neither box in this §7.3 is checked,the provisions of§7.3.1 apply. 252 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 253 Terminate under§25.1,on or before Association Documents Objection Deadline(§3),based on any unsatisfactory provision in 254 any of the Association Documents,in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 255 Association Documents Deadline(§3),Buyer,at Buyer's option,has the Right to Terminate under§25.1 by Buyer's Notice to 256 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents.If Buyer does not receive 257 the Association Documents,or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 258 Date(§3),Buyer's Notice to Terminate must be received by Seller on or before Closing.If Seller does not receive Buyer's Notice 259 to Terminate within such time,Buyer accepts the provisions of the Association Documents as satisfactory,and Buyer waives any 260 Right to Terminate under this provision,notwithstanding the provisions of§8.6(Right of First Refusal or Contract Approval). 261 262 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 263 8.1. Evidence of Record Title. 264 0 8.1.1. Seller Selects Title Insurance Company. If this box is checked,Seller will select the title insurance 265 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline(§3),Seller must 266 furnish to Buyer,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the 267 Purchase Price,or if this box is checked, O an Abstract of Title certified to a current date. Seller will cause the title insurance 268 policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 269 O 8.1.2. Buyer Selects Title Insurance Company. If this box is checked,Buyer will select the title insurance 270 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline(§3),Buyer must 271 furnish to Seller,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the 272 Purchase Price. 273 If neither box in§8.1.1 or§ 8.1.2 is checked,§ 8.1.1 applies. 274 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment LI Will O Will Not commit to delete or 275 insure over the standard exceptions which relate to: (1)parties in possession,(2)unrecorded easements,(3)survey matters,(4) 276 unrecorded mechanics' liens,(5)gap period(effective date of commitment to date deed is recorded),and(6)unpaid taxes, 277 assessments and unredeemed tax sales prior to the year of Closing(OEC).If the title insurance company agrees to provide an 278 endorsement for OEC,any additional premium expense to obtain an endorsement for OEC will be paid by ❑R Buyer O Seller 279 O One-Half by Buyer and One-Half by Seller O Other N/A. 280 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 281 8.1.4. Title Documents. Title Documents consist of the following: (1)copies of any plats,declarations, 282 covenants,conditions and restrictions burdening the Property,and(2)copies of any other documents(or,if illegible,summaries of CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 6 of 17 F Buyer initials t' Seller initials 283 such documents)listed in the schedule of exceptions(Exceptions)in the Title Commitment furnished to Buyer(collectively,Title 284 Documents). 285 8.1.5. Copies of Title Documents. Buyer must receive,on or before Record Title Deadline(§3)copies of all 286 Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the 287 county where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense 288 of the party or parties obligated to pay for the owner's title insurance policy. 289 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 290 portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline(§3). 291 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 292 Title Documents as set forth in§8.4(Right to Object to Title,Resolution)on or before Record Title Objection Deadline(§3). 293 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title,notwithstanding 294 § 13,or any other unsatisfactory title condition,in Buyer's sole subjective discretion. If the Abstract of Title,Title Commitment or 295 Title Documents are not received by Buyer,on or before the Record Title Deadline(§3),or if there is an endorsement to the Title 296 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title Commitment will be 297 delivered to Buyer.Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 298 to: (1)any required Title Document not timely received by Buyer,(2)any change to the Abstract of Title,Title Commitment or 299 Title Documents,or(3)any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of 300 Title Objection,pursuant to this§8.2(Record Title),any title objection by Buyer is governed by the provisions set forth in§ 8.4 301 (Right to Object to Title,Resolution). If Seller has fulfilled all Seller's obligations,if any,to deliver to Buyer all documents 302 required by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection 303 by the applicable deadline specified above,Buyer accepts the condition of title as disclosed by the Abstract of Title,Title 304 Commitment and Title Documents as satisfactory. 305 8.3. Off-Record Title. Seller must deliver to Buyer,on or before Off-Record Title Deadline(§3),true copies of all 306 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements,liens(including, 307 without limitation,governmental improvements approved,but not yet installed)or other title matters(including,without 308 limitation,rights of first refusal and options)not shown by public records,of which Seller has actual knowledge(Off-Record 309 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 310 public records(e.g.,unrecorded easement,boundary line discrepancy or water rights).Buyer's Notice to Terminate or Notice of 311 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§8.2 312 and§ 13),in Buyer's sole subjective discretion,must be received by Seller on or before Off-Record Title Objection Deadline 313 (§3). If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline(§3),Buyer has until the earlier of 314 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to 315 Terminate or Notice of Title Objection pursuant to this§8.3(Off-Record Title),any title objection by Buyer and this Contract are 316 governed by the provisions set forth in§8.4(Right to Object to Title,Resolution).If Seller does not receive Buyer's Notice to 317 Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such rights,if any, 318 of third parties of which Buyer has actual knowledge. 319 8.4. Right to Object to Title,Resolution. Buyer's right to object to any title matters includes,but is not limited to those 320 matters set forth in§§8.2(Record Title),8.3 (Off-Record Title)and 13(Transfer of Title),in Buyer's sole subjective discretion. If 321 Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following options: 322 8.4.1. Title Objection,Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice 323 of Title Objection),on or before the applicable deadline,and if Buyer and Seller have not agreed to a written settlement thereof on 324 or before Title Resolution Deadline(§3),this Contract will terminate on the expiration of Title Resolution Deadline(§3), 325 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection(i.e.,Buyer's written notice to waive 326 objection to such items and waives the Right to Terminate for that reason),on or before expiration of Title Resolution Deadline 327 (§3). If either the Record Title Deadline or the Off-Record Title Deadline,or both,are extended to the earlier of Closing or ten 328 days after receipt of the applicable documents by Buyer,pursuant to§ 8.2(Record Title)or§8.3(Off-Record Title),the Title 329 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 330 applicable documents;or 331 8.4.2. Title Objection,Right to Terminate. Buyer may exercise the Right to Terminate under§25.1,on or 332 before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 333 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 334 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 335 PROPERTY WITHIN SUCH DISTRICTS.PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 336 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 337 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 338 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES.BUYERS SHOULD INVESTIGATE THE 339 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 7 of 17 Buyer initials rn Seller initials 340 TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING 341 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK AND 342 RECORDER,OR THE COUNTY ASSESSOR. 343 . Buyer has the Right to Terminate under§25.1,on or before Off-Record Title Objection Deadline(§3),based on any 344 unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole subjective discretion. 345 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve 346 this Contract,Seller must promptly submit this Contract according to the terms and conditions of such right.If the holder of the 347 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract,this Contract will terminate. 348 If the right of first refusal is waived explicitly or expires,or the Contract is approved,this Contract will remain in full force and 349 effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval 350 of this Contract has not occurred on or before Right of First Refusal Deadline(§3),this Contract will then terminate. 351 8.7. Title Advisory. The Title Documents affect the title,ownership and use of the Property and should be reviewed 352 carefully. Additionally,other matters not reflected in the Title Documents may affect the title,ownership and use of the Property, 353 including,without limitation,boundary lines and encroachments,set-back requirements,area,zoning,building code violations, 354 unrecorded easements and claims of easements,leases and other unrecorded agreements,water on or under the Property,and 355 various laws and governmental regulations concerning land use,development and environmental matters. The surface estate may 356 be owned separately from the underlying mineral estate,and transfer of the surface estate does not necessarily include 357 transfer of the mineral rights or water rights.Third parties may hold interests in oil,gas,other minerals,geothermal 358 energy or water on or under the Property,which interests may give them rights to enter and use the Property.Such matters, 359 and others,may be excluded from or not covered by the owner's title insurance policy. Buyer is advised to timely consult legal 360 counsel with respect to all such matters as there are strict time limits provided in this Contract[e.g.,Record Title Objection 361 Deadline(§3)and Off-Record Title Objection Deadline(§3)]. 362 9. CURRENT SURVEY REVIEW. 363 9.1. Current Survey Conditions. If the box in§9.1.1 or§9.1.2 is checked,Buyer,the issuer of the Title Commitment 364 or the provider of the opinion of title if an Abstract of Title,and Buyer or Buyer's Attorney will receive an Improvement Location 365 Certificate,Improvement Survey Plat or other form of survey set forth in§9.1.2(collectively,Current Survey),on or before 366 Current Survey Deadline(§3).The Current Survey will be certified by the surveyor to all those who are to receive the Current 367 Survey. 368 0 9.1.1. Improvement Location Certificate. If the box in this§9.1.1 is checked, ❑ Seller ❑ Buyer will order or 369 provide,and pay,on or before Closing,the cost of an Improvement Location Certificate. 370 ❑R 9.1.2. Other Survey. If the box in this§9.1.2 is checked,a Current Survey,other than an Improvement Location 371 Certificate,will be an 0 Improvement Survey Plat, or 0 Adequate Survey to divide parcel. The parties agree that payment of the cost of 372 the Current Survey and obligation to order or provide the Current Survey are as follows: 373 Buyer and Seller shall split the cost equally for adequate survey for parcel to be deeded as a free standing lot at closing with applicable ingress/egress agreements approved by both parties. The Closing Date, Current Survey Objection Deadline date, and the Current Survey Resolution Deadline date may be extended to the date the parcel becomes a separate parcel the title company and the City of Greeley accepts to close. 374 375 376 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey.If the Current Survey is 377 not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer may,on or before Current 378 Survey Objection Deadline(§3),notwithstanding§8.3 or§ 13: 379 9.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 380 9.2.2. Current Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is 381 shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct. 382 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller,on or before Current Survey 383 Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Current Survey 384 Resolution Deadline(§3),this Contract will terminate on the Current Survey Resolution Deadline(§3),unless Seller receives 385 Buyer's written withdrawal of the Current Survey Objection before such termination,i.e.,on or before expiration of Current 386 Survey Resolution Deadline(§3). 387 388 DISCLOSURE,INSPECTION AND DUE DILIGENCE CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 8 of 17 Buyer initials r F Seller initials 389 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY,INSURABILITY,DUE DILIGENCE AND SOURCE 390 OF WATER. 391 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline(§3),Seller agrees to deliver to 392 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 393 by Seller to Seller's actual knowledge,current as of the date of this Contract. 394 10.2. Inspection Objection. Unless otherwise provided in this Contract,Buyer acknowledges that Seller is conveying the 395 Property to Buyer in an"as is"condition,"where is"and"with all faults". Colorado law requires that Seller disclose to Buyer any 396 latent defects actually known by Seller. Disclosure of latent defects must be in writing.Buyer,acting in good faith,has the right to 397 have inspections(by one or more third parties,personally or both)of the Property and Inclusions(Inspection),at Buyer's expense. 398 If(1)the physical condition of the Property,including,but not limited to,the roof,walls,structural integrity of the Property,the 399 electrical,plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions,(3)service 400 to the Property(including utilities and communication services),systems and components of the Property(e.g. heating and 401 plumbing),(4)any proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or noise 402 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory,in Buyer's sole 403 subjective discretion,Buyer may,on or before Inspection Objection Deadline(§3): 404 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 405 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 406 Buyer requires Seller to correct. 407 103. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection Objection 408 Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 409 Deadline(§3),this Contract will terminate on Inspection Resolution Deadline(§3),unless Seller receives Buyer's written 410 withdrawal of the Inspection Objection before such termination,i.e.,on or before expiration of Inspection Resolution Deadline 411 (§3). 412 10.4. Damage,Liens and Indemnity. Buyer,except as otherwise provided in this Contract or other written agreement 413 between the parties,is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at 414 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work.Buyer 415 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 416 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such 417 Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 418 any such liability,damage,cost or expense,or to enforce this section,including Seller's reasonable attorney fees,legal fees and 419 expenses. The provisions of this section survive the termination of this Contract. This§ 10.4 does not apply to items performed 420 pursuant to an Inspection Resolution. 421 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of and premium for 422 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 423 Objection Deadline(§3),based on any unsatisfactory provision of the Property Insurance,in Buyer's sole subjective discretion. 424 10.6. Due Diligence. 425 10.6.1. Due Diligence Documents. If the respective box is checked,Seller agrees to deliver copies of the following 426 documents and information pertaining to the Property(Due Diligence Documents)to Buyer on or before Due Diligence 427 Documents Delivery Deadline(§3): 428 El 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property; 429 El 10.6.1.2. Property tax bills for the last N/A years; P Y 430 ❑ 10.6.13. As-built construction plans to the Property and the tenant improvements,including architectural, P rtY P 431 electrical,mechanical,and structural systems,engineering reports,and permanent Certificates of Occupancy,to the extent now 432 available; 433 O 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 434 El 10.6.1.5. Operating statements for the past N/A years; 435 El 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 436 El 10.6.1.7. All current leases,including any amendments or other occupancy agreements,pertaining to the 437 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases): 438 N/A 439 440 441 El 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been 442 completed and capital improvement work either scheduled or in process on the date of this Contract; 443 El 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 444 for the past N/A years; CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 9 of 17 1 Buyer initials M Seller initials • 445 ❑ 10.6.1.10. Soils reports,Surveys and engineering reports or data pertaining to the Property(if not delivered 446 earlier under§8.3); 447 O 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, 448 letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or 449 other toxic hazardous or contaminated substances,and/or underground storage tanks and/or radon gas. If no reports are in Seller's 450 possession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller; 451 O 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of• 452 the Property with said Act; 453 ❑ 10.6.1.13. All permits,licenses and other building or use authorizations issued by any governmental 454 authority with jurisdiction over the Property and written notice of any violation of any such permits,licenses or use authorizations, 455 if any;and 456 ❑ 10.6.1.14. Other documents and information: 457 N/A 458 459 460 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 461 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 462 discretion,Buyer may,on or before Due Diligence Documents Objection Deadline(§3): 463 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 464 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 465 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 466 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller,on or 467 before Due Diligence Documents Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement 468 thereof on or before Due Diligence Documents Resolution Deadline(§3),this Contract will terminate on Due Diligence 469 Documents Resolution Deadline(§3)unless Seller receives Buyer's written withdrawal of the Due Diligence Documents 470 Objection before such termination,i.e.,on or before expiration of Due Diligence Documents Resolution Deadline(§3). 471 10.6.4. Zoning. Buyer has the Right to Terminate under§25.1,on or before Due Diligence Documents Objection 472 Deadline(§3),based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisfiction 473 over the Property,in Buyer's sole subjective discretion. 474 10.6.5. Due Diligence—Environmental,ADA. Buyer has the right to obtain environmental inspections of the 475 Property including Phase I and Phase II Environmental Site Assessments,as applicable. 0 Seller ❑ Buyer will order or provide 476 0 Phase I Environmental Site Assessment, O Phase II Environmental Site Assessment(compliant with ASTM E1527-05 477 standard practices for Environmental Site Assessments)and/or ❑ N/A,at the expense of ❑X Seller ❑ 478 Buyer(Environmental Inspection). In addition,Buyer,at Buyer's expense,may also conduct an evaluation whether the Property 479 complies with the Americans with Disabilities Act(ADA Evaluation). All such inspections and evaluations must be conducted at 480 such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants'business uses of the 481 Property,if any. 482 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment,the 483 Environmental Inspection Objection Deadline(§3)will be extended by 30 days(Extended Environmental Inspection 484 Objection Deadline)and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date(§3), 485 the Closing Date(§3)will be extended a like period of time. In such event, O Seller ❑ Buyer must pay the cost for such Phase 486 II Environmental Site Assessment. 487 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this§ 10.6.5,Buyer has the 488 Right to Terminate under§25.1,on or before Environmental Inspection Objection Deadline(§3),or if applicable the Extended 489 Environmental Inspection Objection Deadline,based on any unsatisfactory results of Environmental Inspection,in Buyer's sole 490 subjective discretion. 491 Buyer has the Right to Terminate under§25.1,on or before ADA Evaluation Objection Deadline(§3),based on any 492 unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 493 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 494 owned by Buyer and commonly known as N/A.Buyer has the Right to Terminate under§25.1 495 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline(§3)if such property is not 496 sold and closed by such deadline. This§ 10.7 is for the sole benefit of Buyer. If Seller does not receive Buyer's Notice to 497 Terminate on or before Conditional Sale Deadline(§3),Buyer waives any Right to Terminate under this provision. 498 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer ❑ Does ID Does Not 499 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable 500 water for the Property.Buyer ❑ Does ❑7C Does Not acknowledge receipt of a copy of the current well permit. ❑X There is No Well. 501 Note to Buyer: SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE GROUND CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 10 of 17 Buyer initials E Seller initials 502 WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 503 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 504 10.9. Existing Leases;Modification of Existing Leases;New Leases. Seller states that none of the Leases to be assigned 505 to the Buyer at the time of Closing contain any rent concessions,rent reductions or rent abatements except as disclosed in the 506 Lease or other writing received by Buyer. Seller will not amend,alter,modify,extend or cancel any of the Leases nor will Seller 507 enter into any new leases affecting the Property without the prior written consent of Buyer,which consent will not be unreasonably 508 withheld or delayed. 509 11. TENANT ESTOPPEL STATEMENTS. 510 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. 511 Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline(§3),statements in a form and 512 substance reasonably acceptable to Buyer,from each occupant or tenant at the Property(Estoppel Statement)attached to a copy of 513 the Lease stating: 514 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 515 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 516 amendments; 517 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits paid to Seller; 518 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 519 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 520 11.1.6. That the Lease to which the Estoppel is attached is a true,correct and complete copy of the Lease demising 521 the premises it describes. 522 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under§25.1,on or before Tenant 523 Estoppel Statements Objection Deadline(§3),based on any unsatisfactory Estoppel Statement,in Buyer's sole subjective 524 discretion,or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline(§3).Buyer 525 also has the unilateral right to waive any unsatisfactory Estoppel Statement. 526 527 CLOSING PROVISIONS 528 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 529 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 530 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 531 Buyer is obtaining a new loan to purchase the Property,Buyer acknowledges Buyer's lender is required to provide the Closing 532 Company,in a timely manner,all required loan documents and financial information concerning Buyer's new loan. Buyer and 533 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 534 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 535 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are ] Are Not executed with 536 this Contract. 537 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing). Closing will be on the date specified as 538 the Closing Date(§3)or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 539 N/A. 540 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs,quality,and extent of service vary 541 between different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies). 542 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 543 other terms and provisions hereof,Seller must execute and deliver a good and sufficient N/A deed 544 to Buyer,at Closing,conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 545 provided herein,title will be conveyed free and clear of all liens,including any governmental liens for special improvements 546 installed as of the date of Buyer's signature hereon,whether assessed or not. Title will be conveyed subject to: 547 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 548 accepted by Buyer in accordance with Record Title(§8.2), 549 13.2. Distribution utility easements(including cable TV), 550 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 551 knowledge and which were accepted by Buyer in accordance with Off-Record Title(§8.3)and Current Survey Review(§9), 552 13.4. Inclusion of the Property within any special taxing district, 553 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon,whether 554 assessed prior to or after Closing,and CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 11 of 17 Buyer initials rn F Seller initials 555 13.6. Other N/A. 556 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the 557 proceeds of this transaction or from any other source. 558 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 559 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and all other items required 560 to be paid at Closing,except as otherwise provided herein. 561 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 562 ❑X One-Half by Buyer and One-Half by Seller O Other N/A. 563 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 564 assessments(Status Letter)must be paid by O Buyer 0 Seller O One-Half by Buyer and One-Half by Seller ❑ None. 565 Any record change fee assessed by the Association including,but not limited to,ownership record transfer fees regardless of name 566 or title of such fee(Association's Record Change Fee)must be paid by O Buyer O Seller O One-Half by Buyer and One- 567 Half by Seller 0 None. 568 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of N/A %of the Purchase Price must be paid at Closing by 569 O Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller O None. 570 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing,such 571 as community association fees,developer fees and foundation fees,must be paid at Closing by El Buyer 0 Seller O One- 572 Half by Buyer and One-Half by Seller El None. The Private Transfer fee,whether one or more,is for the following 573 association(s):Any in the total amount of N/A %of the Purchase 574 Price or$ N/A. 575 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees,as of the date of this Contract,do not exceed 576 $ N/A for: 577 ❑ Water Stock/Certificates ❑ Water District 578 El Augmentation Membership ❑ Small Domestic Water Company ❑ N/A 579 and must be paid at Closing by ❑ Buyer El Seller ❑ One-Half by Buyer and One-Half by Seller O None. 580 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 581 ❑ Buyer ❑ Seller O One-Half by Buyer and One-Half by Seller 0 None. 582 16. PRORATIONS. The following will be prorated to Closing Date(§3),except as otherwise provided: 583 16.1. Taxes. Personal property taxes,if any,special taxing district assessments,if any,and general real estate taxes for the 584 year of Closing,based on ❑ Taxes for the Calendar Year Immediately Preceding Closing 0 Most Recent Mill Levy and 585 Most Recent Assessed Valuation,or El Other N/A. 586 16.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing,Seller will transfer or credit to 587 Buyer the security deposits for all Leases assigned,or any remainder after lawful deductions,and notify all tenants in writing of 588 such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must 589 assume Seller's obligations under such Leases. 590 16.3. Association Assessments. Current regular Association assessments and dues(Association Assessments)paid in 591 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred 592 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 593 Buyer acknowledges that Buyer may be obligated to pay the Association,at Closing,an amount for reserves or working capital. 594 Any special assessment assessed prior to Closing Date(§3)by the Association will be the obligation of ❑ Buyer 0 Seller. 595 Except however,any special assessment by the Association for improvements that have been installed as of the date of Buyer's 596 signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. Seller represents that the Association 597 Assessments are currently payable at approximately$Any per Any and that there are no unpaid regular 598 or special assessments against the Property except the current regular assessments and There is no HOA Association. 599 Such assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the 600 Association to deliver to Buyer before Closing Date(§3)a current Status Letter. 601 16.4. Other Prorations. Water and sewer charges,propane,interest on continuing loan,and Any prorations normal to the sale of vacant land in the City of Greeley. 602 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 603 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date(§3)at Possession Time(§3), 604 subject to the Leases as set forth in§ 10.6.1.7. 605 606 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 12 of 17 r F Buyer initials Seller initials 607 to Buyer for payment of$50.00 per day(or any part of a day notwithstanding§ 18.1)from Possession Date(§3)and 608 Possession Time(§3)until possession is delivered. 609 610 GENERAL PROVISIONS 611 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 612 18.1. Day. As used in this Contract,the term"day"means the entire day ending at 11:59 p.m.,United States Mountain 613 Time(Standard or Daylight Savings as applicable). 614 18.2. Computation of Period of Days,Deadline. In computing a period of days,when the ending date is not specified, 615 the first day is excluded and the last day is included(e.g.,three days after MEC).If any deadline falls on a Saturday,Sunday or 616 federal or Colorado state holiday(Holiday),such deadline El Will O Will Not be extended to the next day that is not a 617 Saturday,Sunday or Holiday. Should neither box be checked,the deadline will not be extended. 618 19. CAUSES OF LOSS,INSURANCE;DAMAGE TO INCLUSIONS AND SERVICES;CONDEMNATION;AND 619 WALK-THROUGH.Except as otherwise provided in this Contract,the Property,Inclusions or both will be delivered in the 620 condition existing as of the date of this Contract,ordinary wear and tear excepted. 621 19.1. Causes of Loss,Insurance. In the event the Property or Inclusions are damaged by fire,other perils or causes of 622 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price(Property Damage),Seller is obligated 623 to repair the same before Closing Date(§3). Buyer has the Right to Terminate under§25.1,on or before Closing Date(§3),if 624 the Property Damage is not repaired before Closing Date(§3)or if the damage exceeds such sum. Should Buyer elect to carry out 625 this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all insurance proceeds that were received 626 by Seller(but not the Association,if any)resulting from such damage to the Property and Inclusions,plus the amount of any 627 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not 628 received such insurance proceeds prior to Closing,the parties may agree to extend the Closing Date(§3)or,at the option of 629 Buyer,Seller must assign such proceeds at Closing,plus credit Buyer the amount of any deductible provided for in such insurance 630 policy,but not to exceed the total Purchase Price. 631 19.2. Damage,Inclusions and Services. Should any Inclusion or service(including utilities and communication 632 services),system,component or fixture of the Property(collectively Service),e.g.,heating or plumbing,fail or be damaged 633 between the date of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement 634 of such Inclusion or Service with a unit of similar size,age and quality,or an equivalent credit,but only to the extent that the 635 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association,if any,less any insurance 636 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 637 replaced on or before Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§25.1,on or before 638 Closing Date(§3),or,at the option of Buyer,Buyer is entitled to a credit at Closing for the repair or replacement of such 639 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit,Seller's right for any claim 640 against the Association,if any,will survive Closing. Seller and Buyer are aware of the existence of pre-owned home warranty 641 programs that may be purchased and may cover the repair or replacement of such Inclusions. 642 193. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 643 result in a taking of all or part of the Property or Inclusions,Seller must promptly notify Buyer,in writing,of such condemnation 644 action. Buyer has the Right to Terminate under§25.1,on or before Closing Date(§3),based on such condemnation action,in 645 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 646 Property and Inclusions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution 647 in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses,or exceed the Purchase 648 Price. 649 19.4. Walk-Through and Verification of Condition. Buyer,upon reasonable notice,has the right to walk through the 650 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 651 19.5. Risk of Loss—Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne 652 by the party entitled to the growing crops as provided in§2.8 and such party is entitled to such insurance proceeds or benefits for 653 the growing crops. 654 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract,Buyer and Seller acknowledge 655 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 656 of title and consultation with legal and tax or other counsel before signing this Contract. 657 21. TIME OF ESSENCE,DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 658 Earnest Money hereunder or any other payment due hereunder is not paid,honored or tendered when due,or if any obligation 659 hereunder is not performed or waived as herein provided,the nondefaulting party has the following remedies: CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6t2016 10:48 Page 13 of 17 Buyer initials fIeNr C Seller initials 660 21.1. If Buyer is in Default: 661 O 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled,in which case all Earnest Money 662 (whether or not paid by Buyer)will be paid to Seller and retained by Seller;and Seller may recover such damages as may be 663 proper;or Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or 664 damages,or both. 665 21.1.2. Liquidated Damages,Applicable. This§21.1.2 applies unless the box in§21.1.1.is checked. All 666 Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller. Both parties will thereafter be released 667 from all obligations hereunder. It is agreed that the Earnest Money specified in§4.1 is LIQUIDATED DAMAGES,and not a 668 penalty,which amount the parties agree is fair and reasonable and(except as provided in§§ 10.4,22,23 and 24),said payment of 669 Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly 670 waives the remedies of specific performance and additional damages. 671 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,in which case all Earnest Money received 672 hereunder will be returned and Buyer may recover such damages as may be proper,or Buyer may elect to treat this Contract as 673 being in full force and effect and Buyer has the right to specific performance or damages,or both. 674 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding,in the event of any arbitration 675 or litigation relating to this Contract,prior to or after Closing Date(§3),the arbitrator or court must award to the prevailing party 676 all reasonable costs and expenses,including attorney fees,legal fees and expenses. 677 23. MEDIATION. If a dispute arises relating to this Contract,prior to or after Closing,and is not resolved,the parties must first 678 proceed in good faith to submit the matter to mediation.Mediation is a process in which the parties meet with an impartial person 679 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 680 dispute must agree,in writing,before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 681 share equally in the cost of such mediation.The mediation,unless otherwise agreed,will terminate in the event the entire dispute is 682 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 683 last known address.This section will not alter any date in this Contract,unless otherwise agreed. 684 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein,Earnest Money Holder must release the Earnest 685 Money following receipt of written mutual instructions,signed by both Buyer and Seller.In the event of any controversy regarding 686 the Earnest Money,Earnest Money Holder is not required to release the Earnest Money.Earnest Money Holder,in its sole 687 subjective discretion,has several options: (1)wait for any proceeding between Buyer and Seller;(2)interplead all parties and 688 deposit Earnest Money into a court of competent jurisdiction,(Earnest Money Holder is entitled to recover court costs and 689 reasonable attorney and legal fees incurred with such action);or(3)provide notice to Buyer and Seller that unless Earnest Money 690 Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the case number of the 691 lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties,Earnest Money Holder is 692 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit,and has 693 not interpled the monies at the time of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the Order 694 of the Court. The parties reaffirm the obligation of Mediation(§23).This Section will survive cancellation or termination of this 695 Contract. 696 25. TERMINATION. 697 25.1. Right to Terminate. If a party has a right to terminate,as provided in this Contract(Right to Terminate),the 698 termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate),provided such written 699 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 700 before the specified deadline,the party with the Right to Terminate accepts the specified matter,document or condition as 701 satisfactory and waives the Right to Terminate under such provision. 702 25.2. Effect of Termination. In the event this Contract is terminated,all Earnest Money received hereunder will be 703 returned and the parties are relieved of all obligations hereunder,subject to§§ 10.4,22,23 and 24. 704 26. ENTIRE AGREEMENT,MODIFICATION,SURVIVAL. This Contract,its exhibits and specified addenda,constitute 705 the entire agreement between the parties relating to the subject hereof,and any prior agreements pertaining thereto,whether oral or 706 written,have been merged and integrated into this Contract.No subsequent modification of any of the terms of this Contract is 707 valid,binding upon the parties,or enforceable unless made in writing and signed by the parties. Any right or obligation in this 708 Contract that,by its terms,exists or is intended to be performed after termination or Closing survives the same. 709 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 710 27.1. Physical Delivery. All notices must be in writing,except as provided in§27.2. Any document,including a signed 711 document or notice,from or on behalf of Seller,and delivered to Buyer is effective when physically received by Buyer,any CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 14 of 17 rn Buyer initials Seller initials 712 signatory on behalf of Buyer,any named individual of Buyer,any representative of Buyer,or Brokerage Firm of Broker working 713 with Buyer(except for delivery,after Closing,of the notice requesting mediation described in§23 and except as provided in 714 §27.2). Any document,including a signed document or notice,from or on behalf of Buyer,and delivered to Seller is effective 715 when physically received by Seller,any signatory on behalf of Seller,any named individual of Seller,any representative of Seller, 716 or Brokerage Firm of Broker working with Seller(except for delivery,after Closing,of the notice requesting mediation described 717 in§23 and except as provided in§27.2). 718 27.2. Electronic Delivery. As an alternative to physical delivery,any document,including a signed document or written 719 notice,may be delivered in electronic form only by the following indicated methods: I1 Facsimile El Email 720 ❑X Internet. If no box is checked,this§27.2 is not applicable and§27.1 governs notice and delivery.Documents with original 721 signatures will be provided upon request of any party. 722 273. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 723 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 724 located in Colorado. 725 28. NOTICE OF ACCEPTANCE,COUNTERPARTS. This proposal will expire unless accepted in writing,by Buyer and 726 Seller,as evidenced by their signatures below,and the offering party receives notice of such acceptance pursuant to§27 on or 727 before Acceptance Deadline Date(§3)and Acceptance Deadline Time(§3). If accepted,this document will become a contract 728 between Seller and Buyer. A copy of this Contract may be executed by each party,separately,and when each party has executed a 729 copy thereof,such copies taken together are deemed to be a full and complete contract between the parties. 730 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith,including but not 731 limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations(§5),Title 732 Insurance,Record Title and Off-Record Title(§ 8),Current Survey Review(§9)and Property Disclosure,Inspection, 733 Indemnity,Insurability,Due Diligence and Source of Water(§ 10). 734 735 ADDITIONAL PROVISIONS AND ATTACHMENTS 736 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 737 Commission.) 738 30.1) Buyer and Seller shall split the cost equallly for adequate survey for parcel to be deeded as a free standing lot at closing with applicable ingress/egress agreements approved by both parties. 739 740 741 31. ATTACHMENTS. 742 31.1. The following attachments are a part of this Contract: 743 31.1a)City of Greeley Origin Map showing triangular parcel. 31.1b)Weld County map showing entire parcel. 744 745 746 31.2. The following disclosure forms are attached but are not a part of this Contract: 747 N/A 748 749 750 SIGNATURES 751 Buyer's Name: Weld County Colorado Buyer's Signature Mike Freeman, Chair, Board of County Commissioners, Weld County, Colorado Date CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 15 of 17 Buyer initials rnF Seller initials • Address: 1150 O Street Greeley, CO 80631 Phone No.: Fax No.: Electronic Address: 752 [NOTE:If this offer is being countered or rejected,do not sign this document.Refer to§32] Seller's Name: 3109 LLC Seller's Signature William Sheel Date Address: 3109 35th Avenue, # A Greeley, CO 80634 Phone No.: Fax No.: Electronic Address: 753 754 32. COUNTER;REJECTION. This offer is 0 Countered ❑ Rejected. 755 Initials only of party(Buyer or Seller)who countered or rejected offer 756 END OF CONTRACT TO BUY AND SELL REAL ESTATE 33.BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does 0 Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract,agrees to cooperate upon request with any mediation concluded under§23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination,Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,provided the Earnest Money check has cleared. Broker is working with Buyer as a ❑ Buyer's Agent ❑ Seller's Agent ❑x Transaction-Broker in this transaction. 0 This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by §] Listing Brokerage Firm ❑ Buyer ❑ Other Seller to pay Wheeler Management Group a total of 61 commission, 3% to Listing Broker and 3% to Selling Broker—With a 25% Listing side referral to Noni Sheel. Brokerage Firm's Name: Wheeler Management Group Broker's Name: James Vetting, CCIM Broker's Signature: Date CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 16 of 17 Buyer initials m 1 Seller initials Address: 1130 38th Avenue, Suite B Greeley, CO 80634 Phone No.: (970)352-5860/970-381-3001 Fax No.: (970)352-0117 Electronic Address: infortnation@wheelermgt.com/jvetting@wheelermgt.com 34.BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does El Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract,agrees to cooperate upon request with any mediation concluded under§23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination,Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,provided the Earnest Money check has cleared. Broker is working with Seller as a ❑ Seller's Agent ❑ Buyer's Agent 0 Transaction-Broker in this transaction. ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by I] Seller ❑ Buyer ❑ Other Seller to pay Wheeler Management Group a total of 61 commission, 3% to Listing Broker and 3% to Selling Broker-With a 25% Listing side referral to Noni Sheel. Brokerage Firm's Name: Wheeler Management Group, Inc Broker's Name: Ron Bendel, CCIM Broker's Signature: Date Address: 1130 38th Avenue, Suite B Greeley, CO 80634 Phone No.: 970-352-5860/970-590-6222 Fax No.: 970-352-0117 Electronic Address: information@wheelermgt.com/ron@wheelermgt.com 757 CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 1/6/2016 10:48 Page 17 of 17 Buyer initials PA F Seller initials • II Wheeler Management Group 1130 38th Avenue,Suite B Greeley,CO 80634 Phone:(970)352-5860 Fax:(970)352-0117 www.wheelermgt.com 1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. I 2 (AE41-6-15)(Mandatory 1-16) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING.OK 6 7 AGREEMENT TO AMEND/EXTEND CONTRACT 8 9 Date: i1 3, 2026 10 11 1. This agreement amends the contract dated January 5, 2016(Contract),between 12 3109 LEC(Seller),and Weld County Colorado 13 (Buyer),relating to the sale and purchase of the following legally described real estate in the County of Weld, 14 Colorado: 15 The triangular portion at the westerly edge of the follo wing OR t?;Itrf,Z"�G 16 EXPANSION AREA. COTTONWOOD WEST GREELEY COMMERCIAL CONDO RXC SUPP #1 (UNITS 144 17 TERN 1O3)1lpprc sfinetely .49 Acre*. 18 known as No. 3109 35th Awe—Triangular land Greeley CO 80634 ptas tion (Property). 19 Street Address City State Zip 20 21 NOTE:If the table is omitted,or if any item is left blank or is marked in the"No Change"column,it means no change to 22 the corresponding provision of the Contract.If any item is marked in the"Deleted"column,it means that the 23 corresponding provision of the Contract to which reference is made is deleted. 24 25 2. §3. DATES AND DEADLINES.[Note:This table may be omitted if inapplicable.] OMITTED AS INAPPLICABLE. 26 27 3. Other dates or deadlines set forth in the Contract are changed as follows: 28 3.1) The closing date shall be extended to Wednesday July 6, 21316. 29 30 31 4. Additional amendments: 32 No Change 33 34 35 All other terms and conditions of the Contract remain the same. 36 37 38 This proposal expires unless accepted in writing by Seller and Buyer as evidenced by their signatures below and the offering party 39 to this document receives notice of such acceptance on or before April 6, 2016 3 00pm .fiT 40 Date Time 41 42 AE41-6-15.AGREEMENT TO AMEND/EXTEND CONTRACT 4/5/2016 10:48 Page 1 of 2 Buyer initials r1'1 F Seller initials Buyer's Name: Mae Freeman, Chair, Board of County Commissioners„ Weld County, Colorado Buyer's Signature Date Seller's Name: William, Skae2 Seller's Signature Date 43 AE41-6-15.AGREEMENT TO AMEND/EXTEND CONTRACT 4/5/2016 10:48 Page 2 of 2 Buyer initials rn F Seller initials 4210247 06/09/2016 02:01 PM Total Pages: 2 Rec Fee: $16.00 Doc Fee: $3.00 ' • Carly Koppes - Clerk and Recorder, Weld County, CO WARRANTY DEED DOC FEE:53.00 THIS DEED,made this 9th day of June,2016,between 3109,LLC,a Colorado limited liability company of the County of Weld and State of Colorado, grantor(s),and Weld County Colorado whose legal address is I150 0 Street,Greeley,CO 80631 of the County of Weld and State of Colorado,grantees: WITNESS, that the grantor(s), for and in consideration of the sum of THIRTY THOUSAND AND 00/100 DOLLARS (530,000.00), 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 grantees,their heirs and assigns forever,Tenant in Severely, all the real property,together with improvements, if any,situate, lying and being In the County of Weld and State of Colorado,described as follows: A PARCEL OF LAND BEING A PART OF COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM AND BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 23,TOWNSHIP 5 NORTH,RANGE 66 WEST OF THE 6TH PRINCIPAL MERIDIAN,CITY OF GREELEY,COUNTY OF WELD,STATE OF COLORADO,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING AT THE NORTHWEST CORNER OF SAID COTTONWOOD WEST- GREELEY COMMERCIAL CONDOMINIUM,AND CONSIDERING THE SOUTHWESTERLY LINE OF SAID COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM TO BEAR NORTH 54°21'46"WEST WITH ALL BEARINGS HEREIN BEING RELATIVE THERETO; THENCE NORTH 77°29'03"EAST,ALONG THE NORTHWESTERLY LINE OF • COTTONWOOD WEST-GREELEY CONDOMINIUM,A DISTANCE OF 220.49 FEET TO THE NORTHWEST CORNER OF LOT 2,U.S.WEST COMMUNICATIONS 1ST FILING; THENCE SOUTH 00°20'29"EAST,ALONG THE WEST LINE OF SAID LOT 2,U.S. WEST COMMUNICATIONS 1ST FILING,A DISTANCE OF 173.52 FEET TO THE SOUTHWEST CORNER OF SAID LOT 2,U.S.WEST COMMUNICATIONS 1ST FILING; THENCE CONTINUING SOUTH 00°20'29"EAST A DISTANCE OF 29.45 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM; THENCE NORTH 54°21'46"WEST,ALONG SAID SOUTHWESTLY LINE OF COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM,A DISTANCE OF 266.34 FEET TO THE POINT OF BEGINNING. • "Reserving, however, unto grantor all oil,gas and other minerals presently owned by said grantor, if any, in,on,under,and upon and that may be produced from said premises." also known by street and number as: 31O5 35th Ate,'.Greeley,CO 80634 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(s), 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 grantees, their heirs and assigns forever. The grantor(s), for himself, his heirs, and personal representatives, does covenant, grant, bargain and agree to and with the grantees, their heirs and assigns, that at the time of the ensealing and delivery of these presents, he is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, lull power and lawful authority to grant,bargain,sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants,bargains,sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature soever, except general taxes for the P current year and subsequent years,and except easements,covenants,conditions,restrictions,reservations,and rights of way of record,if any. The grantor(s) shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantees, their heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF,the grantor has executed this deed on the date set forth above. 3109,LLC,a Colorado limited liability company • "171 By: iIa .S el,Operating Manager By: Wyo a S heel, Operat ng Manager Recorded Electronically ID -142-/001147 WARRANTY DEED County DOC FEE:$3.00 Date 1)6P/D1/(p Time'O THIS DEED,made this 9th day of June,2016,between 3109,LLC,a Colorado lim ted liability'som any of the County of Weld and State of Colorado, grantor(s),and Weld County Colorado whose legal address is 1150 O Street,Greeley,CO '80631 of the County of Weld and State of Colorado,grantees: WITNESS, that the grantor(s), for and in consideration of the sum of THIRTY THOUSAND AND 00/100 DOLLARS ($30,000.00), 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 grantees, their heirs and assigns forever, Tenant in Severaly, all the real property,together with improvements, if any, situate, lying and being in the County of Weld and State of Colorado,described as follows: A PARCEL OF LAND BEING A PART OF COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM AND BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 23,TOWNSHIP 5 NORTH,RANGE 66 WEST OF THE 6TH PRINCIPAL MERIDIAN,CITY OF GREELEY,COUNTY OF WELD,STATE OF COLORADO,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID COTTONWOOD WEST- GREELEY COMMERCIAL CONDOMINIUM,AND CONSIDERING THE SOUTHWESTERLY LINE OF SAID COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM TO BEAR NORTH 54°21'46"WEST WITH ALL BEARINGS HEREIN BEING RELATIVE THERETO; THENCE NORTH 77°29'03"EAST,ALONG THE NORTHWESTERLY LINE OF COTTONWOOD WEST-GREELEY CONDOMINIUM,A DISTANCE OF 220.49 FEET TO THE NORTHWEST CORNER OF LOT 2,U.S.WEST COMMUNICATIONS 1ST FILING; THENCE SOUTH 00°20'29"EAST,ALONG THE WEST LINE OF SAID LOT 2,U.S. WEST COMMUNICATIONS 1ST FILING,A DISTANCE OF 173.52 FEET TO THE SOUTHWEST CORNER OF SAID LOT 2,U.S.WEST COMMUNICATIONS 1ST FILING; THENCE CONTINUING SOUTH 00°20'29"EAST A DISTANCE OF 29.45 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM; THENCE NORTH 54°21'46"WEST,ALONG SAID SOUTHWESTLY LINE OF COTTONWOOD WEST-GREELEY COMMERCIAL CONDOMINIUM,A DISTANCE OF 266.34 FEET TO THE POINT OF BEGINNING. • "Reserving, however, unto grantor all oil, gas and other minerals presently owned by said grantor, if any, / in,on,under,and upon and that may be produced from said premises." also known by street and number as: 3105 35th Ave,'.Greeley,CO 80634 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(s), 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 grantees, their heirs and assigns forever. The grantor(s), for himself, his heirs, and personal representatives, does covenant, grant, bargain and agree to and with the grantees, their heirs and assigns, that at the time of the ensealing and delivery of these presents, he is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants,bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature soever, except general taxes for the current year and subsequent years,and except easements,covenants, conditions, restrictions, reservations,and rights of way of record,if any. The grantor(s) shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantees, their heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF,the grantor has executed this deed on the date set forth above. STATE OF ) COUNTY OF Wv "\ ) ss. The f going instrument "Acknowledged,subscribed and sworn to before me this 7 day of , `r' by William F. Sheel as Operating Manager and Wyona Sheel as Operating Manager for 3109, LLC, a Colorado limited liability company. My Commission Expires: 4* Mitj BARBARA R COONROD NOTARY PUBLIC (Notary Public) STATE OF COLORADO NOTARY ID 19874039662 • MY COMMISSION EXPIRE FEBRUARY 23,2019 • WARRANTY DEED File N 10335UTG , • 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. If 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(1)(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.R.S. 1. Address and/or legal description of the real property sold: Please do not use P.O. box numbers. 31035th Avenues,Greeley,CO 80634 Part of Expansion Area,Cottonwood West Greeley Commercial Condo,County of Weld,State of Colorado. 2. Type of property purchased:['Single Family Residential DTownhome ['Condominium Multi-Unit Res ['Commercial ['Industrial ['Agricultural Mixed Use'ylVacant Land ['Other3. .Date of closing: //'' June 9 2016 Month Day Year Date of contract if different than date of closing: January 5,2016 Month,Day,Year 4. Total Sales Price: including all real and personal property. $30,000.00 5. Was any personal property included in the transaction?Personal property would include,but is not limited to, carpeting, draperies,free standing appliances, equipment, inventory, furniture. If the personal property is not listed, entire entire purchase price will be assumed to be for the real property as per 39-13-102,C.R.S. ['Yes l o If yes, approximate value $ Describe 6. Did the total sale price include a trade or exchange of additional real or personal property?If yes, give the a ro . , ate value of the goods or services as of the date of closing. LYes all o If yes,approximate value$ If yes,does this transaction involve a trade under IRS Code Section 1031?['Yes EJN o 7. itas 100% interest in the real property purchased?Mark "no" if only a partial interest is being purchased. Yes Dslo If no, interest purchased 8. Is this a transaction among related parties?Indicate whether the buyer or seller are related.Related parties includ- ;ersons within the same family,business affiliates, or affiliated corporations. ['Yes IN o 9. Check an of the following that apply to the condition of the improvements at the time of purchase. ['blew (Excellent OGood DAverage air ['Poor C,1Salvage. If the property is financed, please complete the following. 10. Total amount financed. $0.00 11. Type of financing: (Check all that apply) [New ❑Assumed [Seller ❑Third Party ❑Combination;Explain 12. Terms: • ['Variable; Starting i erest rate ❑Fixed; Interest r % ■i ength of tim years ■I:alloon pa ent['Yes Dlo. If yes, amount Due Date 13. Please ex ain any special terms, seller concessions,or financing and any other information that would help the asse or understand the terms of sale. For properties other than residential(Residential is defined as: single family detached,townhomes,apartments and condominiums)please complete questions 14-16 if applicable. Otherwise, skip to#17 to complete. 14. Did the purchase price include a franchise or license fee?❑Yes If yes, franchise or license fee value$ qtrio 15. Did the purchase price involve an installment land contract?['Yes i*o 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 c sing?lrly es ❑trio Remarks: Please include any additional information concerning the sale you may feel is important. 17. Signed this 9 day of June , 2016 . Enter the day,month, and year,have at least one of the parties to the transaction sign the document, and include an address and a daytime phone number.Please designate buyer or seller. Signature of Grantee(Buyer) or Grantor(Seller) ❑ 18. All future correspondence x bills,property valuations,etc.)regarding this property should be mailed to: `l biD V Addr ailin P-) g _9( Daytime Phone C , State and Zip C e �(// RESOLUTION RE: APPROVE CONTRACT TO BUY AND SELL REAL ESTATE (3109 35TH AVENUE #A) AND AUTHORIZE CHAIR TO SIGN - 3109, LLC, C/O WHEELER MANAGEMENT GROUP WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract to Buy and Sell Real Estate (3109 35th Avenue #A, Greeley, Colorado 80634), between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and 3109, LLC, c/o Wheeler Management Group, 1130 38th Avenue, Suite B, Greeley, Colorado 80634, for real estate being more particularly described as follows: 3109 35th Avenue - Triangular land, Greeley, Colorado, 80634; being further described as the triangular portion at the westerly edge of the following: GR CWGCC Expansion Area Cottonwood West Greeley Commercial Condo Exc Supp#1 (Units 101 thru 103) approximately, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract to Buy and Sell Real Estate between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and 3109, LLC, Wheeler Management Group, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. fie! 6e 1,7ca 2015-4059 PR0034 CONTRACT TO BUY AND SELL REAL ESTATE (3109 35TH AVENUE #A) - 3109, LLC, C/O WHEELER MANAGEMENT GROUP PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of December, A.D., 2015. BOARD OF COUNTY COMMISSIONERS W D COUNTY, COLORADO ATTEST: j� k ` '� arbara Kirkme r, Chair Weld County Clerk to the Board -M-4.4_3,,,_,L____- BY:aMike Freeman, Pro-Tern itit, ' De uty Clerk to the Board , �'� EL, ,USED 'e P. Conway teat CI' . ( Cam'/ 7R7D AS T RM: — •.�►►' :'*a� . Cozad county Attorney Steve Moreno Date of signature: Vc hie 2015-4059 PR0034 Wheeler Management Group 1130 38th Avenue,Suite B Greeley,CO 80634 Phone: (970)352-5860 Fax: (970)352-0117 www.wheelernigt.com 1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 I (CBS4-8-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 CONTRACT TO BUY AND SELL REAL ESTATE 8 (LAND) 9 (CI Property with No Residences) 10 (❑ Property with Residences-Residential Addendum Attached) 11 12 13 Date: December 28, 2015 14 AGREEMENT 15 1. AGRE11'MENT. Buyer,identified in§2.1,agrees to buy,and Seller,identified in§2.3,agrees to sell,the Property 16 described below on the terms and conditions set forth in this contract(Contract). 17 2. PARTIES AND PROPERTY. 18 2.1. Buyer. Buyer,Weld County Colorado,will take title to the Property 19 described below as ❑ Joint Tenants ❑ Tenants In Common © Other 20 2.2. Assignability and Inurement. This Contract ® Is O Is Not assignable by Buyer without Seller's prior written 21 consent.Except as so restricted,this Contract inures to the benefit of and is binding upon the heirs,personal representatives, 22 successors and assigns of the parties. 23 2.3. Seller. Seller,3109 LLC,is the current owner of the 24 Property described below. 25 2.4. Property. The Property is the following legally described real estate in the County of Weld,Colorado: 26 The triangular portion at the westerly edge of the following: GR CWGCC EXPANSION AREA COTTONWOOD WEST GREELEY COMMERCIAL CONDO EXC SUMP #1 (UNITS 101 THRU 103)Approximately .49 Acres. 27 28 29 3109 35th Ave-Triangular land Greeley CO 80634 30 known as No. portion Street Address City State Zip 31 32 together with the interests,easements,rights,benefits,improvements and attached fixtures appurtenant thereto,and all interest of 33 Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property). 34 2.5. Inclusions. The Purchase Price includes the following items(Inclusions): 35 2.5.1. Fixtures. All fixtures attached to the Property on the date of this Contract. 36 Other Fixtures: None, Land Only 37 38 39 If any fixtures are attached to the Property after the date of this Contract,such additional fixtures are also included in the Purchase 40 Price. 41 2.5.2. Personal Property. If on the Property,whether attached or not,on the date of this Contract,the following 42 items are included: 43 N/A 44 CBS4.8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/224015 10:40 Page 1 of 17 Buyer initials Seller initials 2015-4059 _ z 45 Other Personal :None, Land Only Y 46 47 48 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes(except 49 personal property taxes for the year of Closing),liens and encumbrances,except N/A, 50 Conveyance will be by bill of sale or other applicable legal instrument. 51 2.5.3. Trade Fixtures. With respect to trade fixtures,Seller and Buyer agree as follows: 52 None, Land Only 53 54 The Trade Fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes(except personal 55 property taxes for the year of Closing),liens and encumbrances,except N/A.Conveyance 56 will be by bill of sale or other applicable legal instrument 57 2.6. Exclusions. The following items are excluded(Exclusions): 58 Water and Mineral rights, if any, shall be retained by Seller. 59 60 2.7. Water Rights,Well Rights,Water and Sewer Taps. 61 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 62 N/A 63 64 Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing. 65 D 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in§§2.7.1,2.7.3, 66 2.7.4 and 2.7.5,will be transferred to Buyer at Closing: 67 No water rights are included with purchase 68 69 70 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well.Buyer understands that 71 if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well"used for ordinary household purposes, 72 Buyer must,prior to or at Closing,complete a Change in Ownership form for the well.If an existing well has not been registered 73 with the Colorado Division of Water Resources in the Department of Natural Resources(Division),Buyer must complete a 74 registration of existing well form for the well and pay the cost of registration.If no person will be providing a closing service in 75 connection with the transaction,Buyer must file the form with the Division within sixty days after Closing. The Well Permit#is 76 N/A. 77 O 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 78 N/A 79 80 2.7.5. Water and Sewer Taps. Note:Buyer is advised to obtain,from the provider,written confirmation of 81 the amount remaining to be paid,if any,time and other restrictions for transfer and use of the taps. 82 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2(Other Rights Relating to Water), 83 §2.7.3(Well Rights),or§2.7.4(Water Stock Certificates),Seller agrees to convey such rights to Buyer by executing the 84 applicable legal instrument at Closing. 85 2.8. Growing Crops. With respect to growing crops,Seller and Buyer agree as follows: 86 N/A 87 88 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline 1 §4.3 Alternative Earnest Money Deadline 5 days after NEC Title • 2 §8.1 Record Title Deadline 10 days after NEC 3 §8.2 Record Title Objection Deadline 50 days after NEC 4 §8.3 Off-Record Title Deadline 10 days after NEC 5 §8.3 Off-Record Title Objection Deadline 50 days after NEC CBS4g•13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 2 of 17 r Buyer initials IV Setter initiate 6 §8.4 Title Resolution Deadline 55 days after DEC 7 §8.6 Right of First Refusal Deadline N/A Owners'Association 8 §7.3 I Association Documents Deadline None Exists 9 §7.4 Association Documents Objection Deadline None Exists Seller's Property Disclosure 10 § 10.1 Seller's Property Disclosure Deadline 10 ldays after MEC Loan and Credit ryi 11 §5.1 Loan Application Deadline N/A 12 §5.2 Loan Objection Deadline N/A 13 §5.3 Buyer's Credit Information Deadline N/A 14 §5.3 Disapproval of Buyer's Credit Information Deadline N/A !I, 15 §5.4 Existing Loan Documents Deadline N/A 16 §5.4 Existing Loan Documents Objection Deadline N/A 17 §5.4 Loan Transfer Approval Deadline N/A 18 §4.7 Seller or Private Financing Deadline N/A Appraisal 19 §6.2 Appraisal Deadline n/a 20 §6.2 Appraisal Objection Deadline n/a Survey 21 §9.1 Current Survey Deadline 30 days after MEC 22 §9.2 Current Survey Objection Deadline 50 days after NEC 23 §9.3 Current Survey Resolution Deadline 5.5 days after NEC Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline 45 days after MEC 25 § 10.3 Inspection Resolution Deadline 50 days after MEC 26 § 10.5 Property Insurance Objection Deadline N/A 27 § 10.6 Due Diligence Documents Delivery Deadline 10 days after MEC 28 § 10.6 Due Diligence Documents Objection Deadline 50 days after NEC 29 § 10.6 Due Diligence Documents Resolution Deadline 55 days after NEC 30 § 10.6 Environmental Inspection Objection Deadline 30 days after NEC 31 § 10.6 ADA Evaluation Objection Deadline N/A 32 § 10.7 Conditional Sale Deadline N/A 33 § 11.1 Tenant Estoppel Statements Deadline N/A 34 § 11.2 Tenant Estoppel Statements Objection Deadline N/A Closing and Possession ten. 35 § 12.3 Closing Date 60 days after MEC 36 § 17 Possession Date Date and time of Closing 37 § 17 Possession Time Time of Closing 38 §28 Acceptance Deadline Date January 4, 2016 39 §28 Acceptance Deadline Time 5:00pm N/A N/A N/A N/A N/A N/A 89 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies.Any box, 90 blank or line in this Contract left blank or completed with the abbreviation"N/A',or the word"Deleted"means such provision, 91 including any deadline,is not applicable and the corresponding provision of this Contract to which reference is made is deleted. 92 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract. 93 4. PURCHASE PRICE AND TERMS. 94 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 1640 Page 3 of 17 Buyer initials-5 Seller initials -I .' Item No. Reference Item Amount Amount 1 §4.1 Purchase Price $ 25 000.00 A 2 §4.3 Earnest Money $ 5,000.00 3 §4.5 New Loan , ; $ N/A 4 §4.6 Assumption Balance i - { $ N/A 5 §4.7 Private Financing _ • $ N/A 6 §4.7 Seller Financing , $ N/A 7 N/A N/A N/A N/A • 8 N/A N/A N/A N/A 9 §4.4 Cash at Closing $ 20,000.00 10 TOTAL $ 25,000.00 $ 25,000.00 95 4.2. Seller Concession. Seller,at Closing,will credit,as directed by Buyer,an amount of$N/A to assist 96 with any or all of the following: Buyer's closing costs(Seller Concession). Seller Concession is in addition to any sum Seller has 97 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate 98 of what is allowed by Buyer's lender as set forth in the Closing Statement,Closing Disclosure or HUD-1,at Closing. 99 4.3. Earnest Money. The Earnest Money set forth in this section,in the form of Buyers business check,will be 100 payable to and held by Unified Ti tie(Earnest Money Holder),in its trust account,on behalf of both 101 Seller and Buyer.The Earnest Money deposit must be tendered,by Buyer,with this Contract unless the parties mutually agree to 102 an Alternative Earnest Money Deadline(§3)for its payment. The parties authorize delivery of the Earnest Money deposit to the 103 company conducting the Closing(Closing Company),if any,at or before Closing. In the event Earnest Money Holder has agreed 104 to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to 105 Colorado residents,Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the 106 Earnest Money Holder in this transaction will be transferred to such fund. 107 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money,if other than at the 108 time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline(§3). 109 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates,Buyer is entitled to 110 the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in§25 and,except as provided 111 in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate,Seller agrees to execute 112 and return to Buyer or Broker working with Buyer,written mutual instructions(e.g.,Earnest Money Release form),within three 113 days of Seller's receipt of such form. 114 4.4. Form of Funds;Time of Payment;Available Funds. 115 4.4.1. Good Funds. All amounts payable by the parties at Closing,including any loan proceeds,Cash at Closing 116 and closing costs,must be in funds that comply with all applicable Colorado laws,including electronic transfer funds,certified 117 check,savings and loan teller's check and cashier's check(Good Funds). 118 4.4.2. Time of Payment;Available Funds. All funds,including the Purchase Price to be paid by Buyer,must be 119 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 120 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer represents that Buyer,as of the date of this 121 Contract, ® Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 122 stated as Cash at Closing in§4.1. 123 4.5. New Loan. OMITTED AS INAPPLICABLE. 135 4.6. Assumption. OMITTED AS INAPPLICABLE. 147 4.7. Seller or Private Financing. OMITTED AS INAPPLICABLE. a 165 TRANSACTION PROVISIONS 166 5. FINANCING CONDITIONS AND OBLIGATIONS. t 167 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans(New I 168 Loan),or if an existing loan is not to be released at Closing,Buyer,if required by such lender,must make an application verifiable 169 by such lender,on or before Loan Application Deadline(§3)and exercise reasonable efforts to obtain such loan or approval. 170 5.2. Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan,this Contract is conditional 171 upon Buyer determining,in Buyer's sole subjective discretion,whether the New Loan is satisfactory to Buyer,including its 172 availability,payments,interest rate,terms,conditions,and cost of such New Loan. This condition is for the sole benefit of Buyer. CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 4 of 17 Buyer initials �� Seller initials 173 Buyer has the Right to Terminate under§25.1,on or before Loan Objection Deadline(§3),if the New Loan is not satisfactory to 174 Buyer,in Buyer's sole subjective discretion. IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE 175 BUYER'S WRITTEN NOTICE TO TERMINATE,BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE,except 176 as otherwise provided in this Contract(e.g.,Appraisal,Title,Survey). 177 53. Credit Information. If an existing loan is not to be released at Closing,this Contract is conditional(for the sole 178 benefit of Seller)upon Seller's approval of Buyer's financial ability and creditworthiness,which approval will be at Seller's sole 179 subjective discretion. Accordingly: (1)Buyer must supply to Seller by Buyer's Credit Information Deadline(§3),at Buyer's 180 expense,information and documents(including a current credit report)concerning Buyer's financial,employment and credit 181 condition;(2)Buyer consents that Seller may verify Buyer's financial ability and creditworthiness;and(3)any such information 182 and documents received by Seller must be held by Seller in confidence,and not released to others except to protect Seller's interest 183 in this transaction. If the Cash at Closing is less than as set forth in§4.1 of this Contract,Seller has the Right to Terminate under 184 §25.1,on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness,in Seller's sole subjective 185 discretion,Seller has the Right to Terminate under§25.1,on or before Disapproval of Buyer's Credit Information Deadline 186 (§3). 187 5.4. Existing Loan Review. If an existing loan is not to be released at Closing,Seller must deliver copies of the loan 188 documents(including note,deed of trust,and any modifications)to Buyer by Existing Loan Documents Deadline(§3). For the 189 sole benefit of Buyer,this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. 190 Buyer has the Right to Terminate under§25.1,on or before Existing Loan Documents Objection Deadline(§3),based on any 191 unsatisfactory provision of such loan documents,in Buyer's sole subjective discretion.If the lender's approval of a transfer of the 192 Property is required,this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, 193 except as set forth in§4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline(§3),this Contract will 194 terminate on such deadline. Seller has the Right to Terminate under§25.1,on or before Closing,in Seller's sole subjective 195 discretion,if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth 196 in§4.6. 197 6. APPRAISAL PROVISIONS. 198 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs(Requirements)to be made to 199 the Property(e.g.,roof repair,repainting),beyond those matters already agreed to by Seller in this Contract,Seller has the Right to 200 Terminate under§25.1,(notwithstanding§ 10 of this Contract),on or before three days following Seller's receipt of the 201 Requirements,based on any unsatisfactory Requirements,in Seller's sole subjective discretion.Seller's Right to Terminate in this 202 §6.1 does not apply if,on or before any termination by Seller pursuant to this§6.1: (1)the parties enter into a written agreement 203 regarding the Requirements;or(2)the Requirements have been completed;or(3)the satisfaction of the Requirements is waived in 204 writing by Buyer. 205 6.2. Appraisal Condition. The applicable Appraisal provision set forth below applies to the respective loan type set 206 forth in§4.5.3,or if a cash transaction(i.e. no financing),§6.2.1 applies. 207 6.2.1. Conventional/Other. Buyer has the sole option and election to terminate this Contract if the Property's 208 valuation,determined by an appraiser engaged on behalf of Buyer or Buyers Attorney is less than the Purchase Price. 209 The appraisal must be received by Buyer or Buyer's lender on or before Appraisal Deadline(§3).Buyer has the Right to 210 Terminate under§25.1,on or before Appraisal Objection Deadline(§3),if the Property's valuation is less than the Purchase 21 I Price and Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the Property's valuation is 212 less than the Purchase Price.This§6.2.1 is for the sole benefit of Buyer. 213 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract must be timely paid by 214 I] Buyer ❑ Seller.The cost of the appraisal may include any or all fees paid to the appraiser,appraisal management company, 215 lender's agent or all three. 216 7. OWNERS'ASSOCIATION.This Section is applicable if the Property is located within a Common Interest 217 Community and subject to such declaration. 218 7.1. Owners'Association Documents. Owners'Association Documents(Association Documents)consist of the 219 following: 220 7.1.1. Al]Owners'Association declarations,articles of incorporation,bylaws,articles of organization,operating 221 agreements,rules and regulations,party wall agreements; 222 7.1.2. Minutes of most recent annual owners'meeting; 223 7.13. Minutes of any directors'or managers' meetings during the six-month period immediately preceding the 224 date of this Contract.If none of the preceding minutes exist,then the most recent minutes,if any(§§7.1,1,7.1.2 and 7.1.3, 225 collectively,Governing Documents);and 226 7.1.4. The most recent financial documents which consist of: (1)annual and most recent balance sheet,(2)annual CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 5 of 17 Buyer initials Seller initials 227 and most recent income and expenditures statement,(3)annual budget,(4)reserve study,and(5)notice of unpaid assessments,if 228 any(collectively,Financial Documents). 229 7.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 230 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY.THE OWNER 231 OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'ASSOCIATION FOR THE 232 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 233 ASSOCIATION.THE DECLARATION,BYLAWS,AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 234 OBLIGATIONS UPON 1'HP.OWNER OF THE PROPERTY,INCLUDING AN OBLIGATION TO PAY 235 ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES NOT PAY THESE ASSESSMENTS,THE 236 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT.THE 237 DECLARATION,BYLAWS,AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 238 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 239 ASSOCIATION(OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF 1`Hl,ASSOCIATION. 240 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 241 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION.PURCHASERS SHOULD CAREFULLY 242 READ THE DECLARATION FOR Tilt COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 243 THE ASSOCIATION. 244 7.3. Association Documents to Buyer. 245 ❑X 73.1. Seller to Provide Association Documents. Seller will cause the Association Documents to be provided to 246 Buyer,at Seller's expense,on or before Association Documents Deadline(§3). 247 CI 7.3.2. Seller Authorizes Association. Seller authorizes the Association to provide the Association Documents to 248 Buyer,at Seller's expense. 249 7.3.3. Seller's Obligation. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's 250 receipt of the Association Documents,regardless of who provides such documents. 251 Note: If neither box in this§7.3 is checked,the provisions of§7.3.1 apply. 252 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 253 Terminate under§25.1,on or before Association Documents Objection Deadline(§3),based on any unsatisfactory provision in 254 any of the Association Documents,in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 255 Association Documents Deadline(§3),Buyer,at Buyer's option,has the Right to Terminate under§25.1 by Buyer's Notice to 256 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 257 the Association Documents,or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 258 Date(§3),Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice 259 to Terminate within such time,Buyer accepts the provisions of the Association Documents as satisfactory,and Buyer waives any 260 Right to Terminate under this provision,notwithstanding the provisions of§8.6(Right of First Refusal or Contract Approval). 261 262 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 263 8.1. Evidence of Record Title. 264 ❑) 8.1.1. Seller Selects Title Insurance Company. If this box is checked,Seiler will select the title insurance 265 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline(§3),Seller must 266 furnish to Buyer,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the 267 Purchase Price,or if this box is checked, 0 an Abstract of Title certified to a current date. Seller will cause the title insurance 268 policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 269 0 8.1.2. Buyer Selects Title Insurance Company. If this box is checked,Buyer will select the title insurance 270 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline(§3),Buyer must 271 furnish to Seller,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the 272 Purchase Price. 273 If neither box in§8.1.1 or§ 8.1.2 is checked,§ 8.1.1 applies. 274 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment ® Will ❑ Will tvor commit to delete or 275 insure over the standard exceptions which relate to: (1)parties in possession,(2)unrecorded easements,(3)survey matters,(4) 276 unrecorded mechanics'liens,(5)gap period(effective date of commitment to date deed is recorded),and(6)unpaid taxes, 277 assessments and unredeemed tax sales prior to the year of Closing(OEC).If the title insurance company agrees to provide an 278 endorsement for OEC,any additional premium expense to obtain an endorsement for OEC will be paid by ® Buyer ❑ Seller 279 El One-Half by Buyer and One-Half by Seller El Other N/A. 280 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 281 8.1.4. Title Documents. Title Documents consist of the following: (1)copies of any plats,declarations, 282 covenants,conditions and restrictions burdening the Property,and(2)copies of any other documents(or,if illegible,summaries of CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 6 of 17 Buyer initials 1` Seller initials 283 such documents)listed in the schedule of exceptions(Exceptions)in the Title Commitment furnished to Buyer(collectively,Title 284 Documents). 285 8.1.5. Copies of Title Documents. Buyer must receive,on or before Record Title Deadline(§3)copies of all 286 Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the 287 county where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense 288 of the party or parties obligated to pay for the owner's title insurance policy, 289 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 290 portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline(§3). 291 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 292 Title Documents as set forth in§8.4(Right to Object to Title,Resolution)on or before Record Title Objection Deadline(§3). 293 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title,notwithstanding 294 § 13,or any other unsatisfactory title condition,in Buyer's sole subjective discretion.If the Abstract of Title,Title Commitment or 295 Title Documents are not received by Buyer,on or before the Record Title Deadline(§3),or if there is an endorsement to the Title 296 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title Commitment will be 297 delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 298 to: (1)any required Title Document not timely received by Buyer,(2)any change to the Abstract of Title,Title Commitment or 299 Title Documents,or(3)any endorsement to the Title Commitment.If Seller receives Buyer's Notice to Terminate or Notice of 300 Title Objection,pursuant to this§8.2(Record Title),any title objection by Buyer is governed by the provisions set forth in§8.4 301 (Right to Object to Title,Resolution). If Seller has fulfilled all Seller's obligations,if any,to deliver to Buyer all documents 302 required by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection 303 by the applicable deadline specified above,Buyer accepts the condition of title as disclosed by the Abstract of Title,Title 304 Commitment and Title Documents as satisfactory. 305 8.3. Off-Record Title. Seller must deliver to Buyer,on or before Off-Record Title Deadline(§3),true copies of all 306 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements,liens(including, 307 without limitation,governmental improvements approved,but not yet installed)or other title matters(including,without 308 limitation,rights of first refusal and options)not shown by public records,of which Seller has actual knowledge(Off-Record 309 Matters). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 310 public records(e.g.,unrecorded easement,boundary line discrepancy or water rights).Buyer's Notice to Terminate or Notice of 311 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§8.2 312 and§ 13),in Buyer's sole subjective discretion,must be received by Seller on or before Off-Record Title Objection Deadline 313 (§3). If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline(§3),Buyer has until the earlier of 314 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to 315 Terminate or Notice of Title Objection pursuant to this§8.3(Off-Record Title),any title objection by Buyer and this Contract are 316 governed by the provisions set forth in§8.4(Right to Object to Title,Resolution). If Seller does not receive Buyer's Notice to 317 Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such rights,if any, 318 of third parties of which Buyer has actual knowledge. 319 8.4. Right to Object to Title,Resolution. Buyer's right to object to any title matters includes,but is not limited to those 320 matters set forth in§§8.2(Record Title),8.3(Off-Record Title)and 13(Transfer of Title),in Buyer's sole subjective discretion. If 321 Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following options: 322 8.4.1. Title Objection,Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice 323 of Title Objection),on or before the applicable deadline,and if Buyer and Seller have not agreed to a written settlement thereof on 324 or before Title Resolution Deadline(§3),this Contract will terminate on the expiration of Title Resolution Deadline(§3), 325 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection(i.e.,Buyer's written notice to waive 326 objection to such items and waives the Right to Terminate for that reason),on or before expiration of Title Resolution Deadline 327 (§3). If either the Record Title Deadline or the Off-Record Title Deadline,or both,are extended to the earlier of Closing or ten 328 days after receipt of the applicable documents by Buyer,pursuant to§8.2(Record Title)or§8.3(Off-Record Title),the Title 329 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 330 applicable documents;or 331 8.4.2. Title Objection,Right to Terminate. Buyer may exercise the Right to Terminate under§25.1,on or 332 before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 333 8.5. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 334 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 335 PROPERTY WITHIN SUCH DISTRICTS.PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 336 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT 1'Hl± SERVICING OF SUCH DEBT WHERE 337 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 338 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES.BUYERS SHOULD INVESTIGATE THE 339 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) I2/28/2015 10:40 Page 7 of 17 Buyer initials Seller initials 340 TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING 341 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK AND 342 RECORDER,OR THE COUNTY ASSESSOR. 343 Buyer has the Right to Terminate under§25.1,on or before Off-Record Title Objection Deadline(§3),based on any 344 unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole subjective discretion. 345 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve 346 this Contract,Seller must promptly submit this Contract according to the terms and conditions of such right.If the holder of the 347 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract,this Contract will terminate. 348 If the right of first refusal is waived explicitly or expires,or the Contract is approved,this Contract will remain in full force and 349 effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval 350 of this Contract has not occurred on or before Right of First Refusal Deadline(§3),this Contract will then terminate. 351 8.7. Title Advisory. The Title Documents affect the title,ownership and use of the Property and should be reviewed 352 carefully. Additionally,other matters not reflected in the Title Documents may affect the title,ownership and use of the Property, 353 including,without limitation,boundary lines and encroachments,set-back requirements,area,zoning,building code violations, 354 unrecorded easements and claims of easements,leases and other unrecorded agreements,water on or under the Property,and 355 various laws and governmental regulations concerning land use,development and environmental matters. The surface estate may 356 be owned separately from the underlying mineral estate,and transfer of the surface estate does not necessarily include 357 transfer of the mineral rights or water rights.Third parties may hold interests in oil,gas,other minerals,geothermal 358 energy or water on or under the Property,which interests may give them rights to enter and use the Property.Such matters, 359 and others,may be excluded from or not covered by the owner's title insurance policy. Buyer is advised to timely consult legal 360 counsel with respect to all such matters as there are strict time limits provided in this Contract[e.g.,Record Title Objection 361 Deadline(§3)and Off-Record Title Objection Deadline(§3)]. 362 9. CURRENT SURVEY REVIEW. 363 9.1. Current Survey Conditions. If the box in§9.1.1 or§9.1.2 is checked,Buyer,the issuer of the Title Commitment 364 or the provider of the opinion of title if an Abstract of Title,and Buyer or Buyer's Attorney will receive an Improvement Location 365 Certificate,Improvement Survey Plat or other form of survey set forth in §9.1.2(collectively,Current Survey),on or before 366 Current Survey Deadline(§3). The Current Survey will be certified by the surveyor to all those who are to receive the Current 367 Survey. 368 ❑ 9.1.1. Improvement Location Certificate. If the box in this§9.1.1 is checked, O Seller ❑ Buyer will order or 369 provide,and pay,on or before Closing,the cost of an Improvement Location Certificate. 370 ❑x 9.1.2. Other Survey. If the box in this§9.1.2 is checked,a Current Survey,other than an Improvement Location 371 Certificate,will be an ❑ Improvement Survey Plat, or ® Adequate Survey to divide parcel The parties agree that payment of the cost of 372 the Current Survey and obligation to order or provide the Current Survey are as follows: 373 Buyer and Seller shall split the cost equally for adequate survey for parcel to be deeded as a free standing lot at closing with applicable ingress/egress agreements approved by both parties. The Closing Date, Current Survey Objection Deadline date, and the Current Survey Resolution Deadline date may be extended to the date the parcel becomes a separate parcel the title company and the City of Greeley accepts to close, 374 375 376 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey. If the Current Survey is 377 not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer may,on or before Current 378 Survey Objection Deadline(§3),notwithstanding§ 8.3 or§ 13: 379 9.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 380 9.2.2. Current Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is 381 shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct. 382 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller,on or before Current Survey 383 Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Current Survey 384 Resolution Deadline(§3),this Contract will terminate on the Current Survey Resolution Deadline(§3),unless Seller receives 385 Buyer's written withdrawal of the Current Survey Objection before such termination,i.e.,on or before expiration of Current 386 Survey Resolution Deadline(§3). 387 388 DISCLOSURE,INSPECTION AND DUE DILIGENCE CBS4.8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page S of 17 Buyer initials Tilt" Seller initials 389 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY,INSURABILITY,DUE DILIGENCE AND SOURCE 390 OF WATER. 391 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline(§3),Seller agrees to deliver to 392 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 393 by Seller to Seller's actual knowledge,current as of the date of this Contract. 394 10.2. Inspection Objection. Unless otherwise provided in this Contract,Buyer acknowledges that Seller is conveying the 395 Property to Buyer in an"as is"condition,"where is"and"with all faults". Colorado law requires that Seller disclose to Buyer any 396 latent defects actually known by Seller. Disclosure of latent defects must be in writing.Buyer,acting in good faith,has the right to 397 have inspections(by one or more third parties,personally or both)of the Property and Inclusions(Inspection),at Buyer's expense. 398 If(1)the physical condition of the Property,including,but not limited to,the roof,walls,structural integrity of the Property,the 399 electrical,plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions,(3)service 400 to the Property(including utilities and communication services),systems and components of the Property(e.g. heating and 401 plumbing),(4)any proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or noise 402 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory,in Buyer's sole 403 subjective discretion,Buyer may,on or before Inspection Objection Deadline(§3): 404 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 405 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 406 Buyer requires Seller to correct. 407 10.3. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection Objection 408 Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 409 Deadline(§3),this Contract will terminate on Inspection Resolution Deadline(§3),unless Seller receives Buyer's written 410 withdrawal of the Inspection Objection before such termination,i.e.,on or before expiration of Inspection Resolution Deadline 411 (§3). 412 10.4. Damage,Liens and Indemnity. Buyer,except as otherwise provided in this Contract or other written agreement 413 between the parties,is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at 4 414 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 415 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 416 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such 417 Work,claim,or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 418 any such liability,damage,cost or expense,or to enforce this section,including Seller's reasonable attorney fees,legal fees and 419 expenses. The provisions of this section survive the termination of this Contract. This§ 10.4 does not apply to items performed 420 pursuant to an Inspection Resolution. 421 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of and premium for 422 property insurance (Property Insurance). Buyer has the Right to Terminate under§ 25.1, on or before Property Insurance 423 Objection Deadline(§3),based on any unsatisfactory provision of the Property Insurance,in Buyer's sole subjective discretion. 424 10.6. Due Diligence. 425 10.6.1. Due Diligence Documents. If the respective box is checked,Seller agrees to deliver copies of the following 426 documents and information pertaining to the Property(Due Diligence Documents)to Buyer on or before Due Diligence 427 Documents Delivery Deadline(§3): 428 Li 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property; 429 ❑ 10.6.1.2. Property tax bills for the last N/A years; 430 0 10.6.1.3. As-built construction plans to the Property and the tenant improvements,including architectural, 431 electrical,mechanical,and structural systems,engineering reports,and permanent Certificates of Occupancy,to the extent now 432 available; 433 ❑ 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 434 ❑ 10.6.1.5. Operating statements for the past N/A years; 435 0 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 436 El 10.6.1.7. All current leases,including any amendments or other occupancy agreements,pertaining to the 437 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases): 438 N/A 439 440 441 ❑ 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been 442 completed and capital improvement work either scheduled or in process on the date of this Contract; 443 0 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 444 for the past N/A years; CBS4-8-I3.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 9 of 17 Buyer initials 2Z(1 • Seller initials 445 ❑ 10.6.1.10. Soils reports,Surveys and engineering reports or data pertaining to the Property(if not delivered 446 earlier under§ 8.3); 447 ❑ 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, 448 letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or 449 other toxic hazardous or contaminated substances,and/or underground storage tanks and/or radon gas.If no reports are in Seller's 450 possession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller; 451 El 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of 452 the Property with said Act; 453 ❑ 10.6.1.13. All permits,licenses and other building or use authorizations issued by any governmental 454 authority with jurisdiction over the Property and written notice of any violation of any such permits,licenses or use authorizations, 455 if any;and 456 ❑ 10.6.1.14. Other documents and information: 457 N/A 458 459 460 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 461 Diligence Documents,If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 462 discretion,Buyer may,on or before Due Diligence Documents Objection Deadline(§3): 463 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 464 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 465 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 466 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller,on or 467 before Due Diligence Documents Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement 468 thereof on or before Due Diligence Documents Resolution Deadline(§3),this Contract will terminate on Due Diligence 469 Documents Resolution Deadline(§3)unless Seller receives Buyer's written withdrawal of the Due Diligence Documents 470 Objection before such termination,i.e.,on or before expiration of Due Diligence Documents Resolution Deadline(§3). 471 10.6.4. Zoning. Buyer has the Right to Terminate under§25.1,on or before Due Diligence Documents Objection 472 Deadline(§ 3),based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisfiction 473 over the Property,in Buyer's sole subjective discretion. 474 10.6.5. Due Diligence—Environmental,ADA. Buyer has the right to obtain environmental inspections of the 475 Property including Phase I and Phase H Environmental Site Assessments,as applicable, ® Seller ❑ Buyer will order or provide 476 ® Phase I Environmental Site Assessment, ❑ Phase II Environmental Site Assessment(compliant with ASTM E1527-05 477 standard practices for Environmental Site Assessments)and/or ❑ N/A,at the expense of 0 Seller ❑ 478 Buyer(Environmental Inspection). In addition,Buyer,at Buyer's expense,may also conduct an evaluation whether the Property 479 complies with the Americans with Disabilities Act(ADA Evaluation). All such inspections and evaluations must be conducted at 480 such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants'business uses of the 481 Property,if any. 482 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment,the 483 Environmental Inspection Objection Deadline(§3)will be extended by 30 days(Extended Environmental Inspection 484 Objection Deadline)and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date(§3), 485 the Closing Date(§3)will be extended a like period of time. In such event, ❑ Seller ❑ Buyer must pay the cost for such Phase 486 II Environmental Site Assessment. 487 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this§ 10.6.5,Buyer has the 488 Right to Terminate under§25.1,on or before Environmental Inspection Objection Deadline(§3),or if applicable the Extended 489 Environmental Inspection Objection Deadline,based on any unsatisfactory results of Environmental Inspection,in Buyer's sole 490 subjective discretion. 491 Buyer has the Right to Terminate under§25.1,on or before ADA Evaluation Objection Deadline(§3),based on any 492 unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 493 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 494 owned by Buyer and commonly known as N/A.Buyer has the Right to Terminate under§25.1 495 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline(§3)if such property is not 496 sold and closed by such deadline.This§ 10.7 is for the sole benefit of Buyer. If Seller does not receive Buyer's Notice to 497 Terminate on or before Conditional Sale Deadline(§3),Buyer waives any Right to Terminate under this provision. 498 10.8. Source of Potable Water(Residential Land and Residential Improvements Only). Buyer ❑ Does® Does Not 499 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable 500 water for the Property.Buyer ❑ Does 0 Does Not acknowledge receipt of a copy of the current well permit. ❑7c There is No Well. 501 Note to Buyer: SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE GROUND CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 10 of 17 Buyer initials ] Seller initials 502 WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO 503 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 504 10.9. Existing Leases;Modification of Existing Leases;New Leases. Seller states that none of the Leases to be assigned 505 to the Buyer at the time of Closing contain any rent concessions,rent reductions or rent abatements except as disclosed in the 506 Lease or other writing received by Buyer. Seller will not amend,alter,modify,extend or cancel any of the Leases nor will Seller 507 enter into any new leases affecting the Property without the prior written consent of Buyer,which consent will not be unreasonably 508 withheld or delayed. 509 11. TENANT ESTOPPEL STATEMENTS. 510 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. 511 Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline(§3),statements in a form and 512 substance reasonably acceptable to Buyer,from each occupant or tenant at the Property(Estoppel Statement)attached to a copy of 513 the Lease stating: 514 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 515 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 516 amendments; 517 11.1.3. The amount of any advance rentals paid,rent concessions given,and deposits paid to Seller; 518 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 5I9 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 520 11.1.6. That the Lease to which the Estoppel is attached is a true,correct and complete copy of the Lease demising 521 the premises it describes. 522 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under§25.1,on or before Tenant 523 Estoppel Statements Objection Deadline(§3),based on any unsatisfactory Estoppel Statement,in Buyer's sole subjective 524 discretion,or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline(§3).Buyer 525 also has the unilateral right to waive any unsatisfactory Estoppel Statement. 526 527 CLOSING PROVISIONS I 528 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 529 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 530 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 531 Buyer is obtaining a new loan to purchase the Property,Buyer acknowledges Buyer's lender is required to provide the Closing 532 Company, in a timely manner,all required loan documents and financial information concerning Buyer's new loan. Buyer and 533 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 534 transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 535 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are Li Are Not executed with 536 this Contract. 537 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing). Closing will be on the date specified as 538 the Closing Date(§3)or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 539 N/A 540 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs,quality,and extent of service vary 541 between different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies). 542 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 543 other terms and provisions hereof,Seller must execute and deliver a good and sufficient N/A deed 544 to Buyer,at Closing,conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 545 provided herein,title will be conveyed free and clear of all liens,including any governmental liens for special improvements 546 installed as of the date of Buyer's signature hereon,whether assessed or not. Title will be conveyed subject to: 547 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 548 accepted by Buyer in accordance with Record Title(§8.2), 549 13.2. Distribution utility easements(including cable TV), 550 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 551 knowledge and which were accepted by Buyer in accordance with Off-Record Title(§8.3)and Current Survey Review(§9), 552 13.4. Inclusion of the Property within any special taxing district, 553 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon,whether 554 assessed prior to or after Closing,and CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 11 of 17 Buyer initials Seller initials 555 13.6. Other N/A 556 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the 557 proceeds of this transaction or from any other source. 558 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 559 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and all other items required 560 to be paid at Closing,except as otherwise provided herein. 561 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer ❑ Seller 562 0 One-Half by Buyer and One-Half by Seller ❑ Other N/A. 563 15.3. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 564 assessments(Status Letter)must be paid by ❑ Buyer ❑x Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None. 565 Any record change fee assessed by the Association including,but not limited to,ownership record transfer fees regardless of name 566 or title of such fee(Association's Record Change Fee)must be paid by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One- " 567 Half by Seller ❑x None. 568 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of N/A %of the Purchase Price must be paid at Closing by 569 ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None. 570 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing,such 571 as community association fees,developer fees and foundation fees,must be paid at Closing by 0 Buyer 0 Seller LI One- 572 Half by Buyer and One-Half by Seller ❑ None. The Private Transfer fee,whether one or more,is for the following 573 association(s): A.ny in the total amount of N/A %of the Purchase 574 Price or$ N/A. 575 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees,as of the date of this Contract,do not exceed 576 $ N/A for: 577 0 Water Stock/Certificates ❑ Water District 578 0 Augmentation Membership ❑ Small Domestic Water Company ❑ N/A 579 and must be paid at Closing by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ❑! None. 580 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 581 ❑ Buyer El Seller 0 One-Half by Buyer and One-Half by Seller ® None. 582 16. PRORATIONS. The following will be prorated to Closing Date(§3),except as otherwise provided: 583 16.1. Taxes. Personal property taxes,if any,special taxing district assessments,if any,and general real estate taxes for the 584 year of Closing,based on ❑ Taxes for the Calendar Year Immediately Preceding Closing ) Most Recent Mill Levy and 585 Most Recent Assessed Valuation,or ❑ Other N/A. 586 16.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued.At Closing,Seller will transfer or credit to 587 Buyer the security deposits for all Leases assigned,or any remainder after lawful deductions,and notify all tenants in writing of 588 such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must 589 assume Seller's obligations under such Leases. 590 16.3. Association Assessments. Current regular Association assessments and dues(Association Assessments)paid in 591 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred 592 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 593 Buyer acknowledges that Buyer may be obligated to pay the Association,at Closing,an amount for reserves or working capital. 594 Any special assessment assessed prior to Closing Date(§3)by the Association will be the obligation of ❑ Buyer QX Seller, 595 Except however,any special assessment by the Association for improvements that have been installed as of the date of Buyer's 596 signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. Seller represents that the Association 597 Assessments are currently payable at approximately$Any per Any and that there are no unpaid regular 598 or special assessments against the Property except the current regular assessments and There is no HOA Association. 599 Such assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the 600 Association to deliver to Buyer before Closing Date(§3)a current Status Letter. 601 16.4. Other Prorations. Water and sewer charges,propane,interest on continuing loan,and Any prorations normal t, the sale of vacant land in the City of Greeley 602 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations are final. 603 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date(§3)at Possession Time(§3), 604 subject to the Leases as set forth in§ 10.6.1.7. 605 606 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12128/2015 10:40 Page 12 of 17 Buyer initials Seller initials 607 to Buyer for payment of$ 50 00 per day(or any part of a day notwithstanding§ 18.1)from Possession Date(§3)and 608 Possession Time(§3)until possession is delivered. 609 610 I GENERAL PROVISIONS 611 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 612 18.1. Day. As used in this Contract,the term"day"means the entire day ending at 11:59 p.m.,United States Mountain 613 Time(Standard or Daylight Savings as applicable). 614 18.2. Computation of Period of Days,Deadline. In computing a period of days,when the ending date is not specified, 615 the first day is excluded and the last day is included(e.g.,three days after MEC).If any deadline falls on a Saturday,Sunday or 616 federal or Colorado state holiday(Holiday),such deadline O Will O Will Not be extended to the next day that is not a 617 Saturday,Sunday or Holiday. Should neither box be checked,the deadline will not be extended. 618 19. CAUSES OF LOSS,INSURANCE;DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION;AND 619 WALK-THROUGH,Except as otherwise provided in this Contract,the Property,Inclusions or both will be delivered in the 620 condition existing as of the date of this Contract,ordinary wear and tear excepted. 621 19.1. Causes of Loss,Insurance. In the event the Property or Inclusions are damaged by fire,other perils or causes of 622 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price(Property Damage),Seller is obligated 623 to repair the same before Closing Date(§3).Buyer has the Right to Terminate under§25.1,on or before Closing Date(§3),if 624 the Property Damage is not repaired before Closing Date(§3)or if the damage exceeds such sum. Should Buyer elect to carry out 625 this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all insurance proceeds that were received 626 by Seller(but not the Association,if any)resulting from such damage to the Property and Inclusions,plus the amount of any 627 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not 628 received such insurance proceeds prior to Closing,the parties may agree to extend the Closing Date(§3)or,at the option of 629 Buyer,Seller must assign such proceeds at Closing,plus credit Buyer the amount of any deductible provided for in such insurance 630 policy,but not to exceed the total Purchase Price. 631 19.2. Damage,Inclusions and Services. Should any Inclusion or service(including utilities and communication 632 services),system,component or fixture of the Property(collectively Service),e.g.,heating or plumbing,fail or be damaged 633 between the date of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement 634 of such Inclusion or Service with a unit of similar size,age and quality,or an equivalent credit,but only to the extent that the 635 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association,if any,less any insurance 636 proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 637 replaced on or before Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§25.1,on or before 638 Closing Date(§3),or,at the option of Buyer,Buyer is entitled to a credit at Closing for the repair or replacement of such 639 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit,Seller's right for any claim 640 against the Association,if any,will survive Closing.Seller and Buyer are aware of the existence of pre-owned home warranty 641 programs that may be purchased and may cover the repair or replacement of such Inclusions. 642 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 643 result in a taking of all or part of the Property or Inclusions,Seller must promptly notify Buyer,in writing,of such condemnation 644 action.Buyer has the Right to Terminate under§25.1,on or before Closing Date(§3),based on such condemnation action,in 645 Buyer's sole subjective discretion.Should Buyer elect to consummate this Contract despite such diminution of value to the 646 Property and Inclusions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution 647 in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses,or exceed the Purchase 648 Price. 649 19.4. Walk-Through and Verification of Condition. Buyer,upon reasonable notice,has the right to walk through the 650 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 651 19.5. Risk of Loss—Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne 652 by the party entitled to the growing crops as provided in §2.8 and such party is entitled to such insurance proceeds or benefits for 653 the growing crops. 654 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract,Buyer and Seller acknowledge 655 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 656 of title and consultation with legal and tax or other counsel before signing this Contract. 657 21. TIME OF ESSENCE,DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 658 Earnest Money hereunder or any other payment due hereunder is not paid,honored or tendered when due,or if any obligation 659 hereunder is not performed or waived as herein provided,the nondefaulting party has the following remedies: CBS4-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 13 of 17 Buyer initials �t Seller initials 660 21.1. If Buyer is in Default: 661 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled,in which case all Earnest Money 662 (whether or not paid by Buyer)will be paid to Seller and retained by Seller;and Seller may recover such damages as may be 663 proper;or Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or 664 damages,or both. 665 21.1.2. Liquidated Damages,Applicable. This§21.1.2 applies unless the box in§21.1.1.is checked. All 666 Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller. Both parties will thereafter be released 667 from all obligations hereunder. It is agreed that the Earnest Money specified in§4.1 is LIQUIDATED DAMAGES,and not a 668 penalty,which amount the parties agree is fair and reasonable and(except as provided in§§ 10.4,22,23 and 24),said payment of 669 Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract.Seller expressly 670 waives the remedies of specific performance and additional damages. 671 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,in which case all Earnest Money received 672 hereunder will be returned and Buyer may recover such damages as may be proper,or Buyer may elect to treat this Contract as 673 being in full force and effect and Buyer has the right to specific performance or damages,or both. 674 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding,in the event of any arbitration 675 or litigation relating to this Contract,prior to or after Closing Date(§3),the arbitrator or court must award to the prevailing party 676 all reasonable costs and expenses,including attorney fees,legal fees and expenses. 677 23. MEDIATION. If a dispute arises relating to this Contract,prior to or after Closing,and is not resolved,the parties must first 678 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 679 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions.The parties to the 680 dispute must agree,in writing,before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 681 share equally in the cost of such mediation. The mediation,unless otherwise agreed,will terminate in the event the entire dispute is 682 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 683 last known address. This section will not alter any date in this Contract,unless otherwise agreed. 684 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein,Earnest Money Holder must release the Earnest 685 Money following receipt of written mutual instructions,signed by both Buyer and Seller. In the event of any controversy regarding 686 the Earnest Money,Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder,in its sole 687 subjective discretion,has several options: (1)wait for any proceeding between Buyer and Seller;(2)interplead all parties and 688 deposit Earnest Money into a court of competent jurisdiction,(Earnest Money Holder is entitled to recover court costs and 689 reasonable attorney and legal fees incurred with such action);or(3)provide notice to Buyer and Seller that unless Earnest Money 690 Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the case number of the 691 lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties,Earnest Money Holder is 692 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit,and has 693 not interpled the monies at the time of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the Order 694 of the Court. The parties reaffirm the obligation of Mediation(§23).This Section will survive cancellation or termination of this 695 Contract. 696 25. TERMINATION. 697 25.1. Right to Terminate. If a party has a right to terminate,as provided in this Contract(Right to Terminate),the 698 termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate),provided such written 699 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 700 before the specified deadline,the party with the Right to Terminate accepts the specified matter,document or condition as 701 satisfactory and waives the Right to Terminate under such provision. 702 25.2. Effect of Termination. In the event this Contract is terminated,all Earnest Money received hereunder will be 703 returned and the parties are relieved of all obligations hereunder,subject to§§ 10.4,22,23 and 24. 704 26. ENTIRE AGREEMENT,MODIFICATION,SURVIVAL. This Contract,its exhibits and specified addenda,constitute 705 the entire agreement between the parties relating to the subject hereof,and any prior agreements pertaining thereto,whether oral or 706 written,have been merged and integrated into this Contract.No subsequent modification of any of the terms of this Contract is 707 valid,binding upon the parties,or enforceable unless made in writing and signed by the parties.Any right or obligation in this 708 Contract that,by its terms,exists or is intended to be performed after termination or Closing survives the same. 709 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 710 27.1. Physical Delivery. All notices must be in writing,except as provided in§27.2. Any document,including a signed 711 document or notice,from or on behalf of Seller,and delivered to Buyer is effective when physically received by Buyer,any CBS4-S-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 14 of 17 Buyer initials I Seller initials 712 signatory on behalf of Buyer,any named individual of Buyer,any representative of Buyer,or Brokerage Firm of Broker working 713 with Buyer(except for delivery,after Closing,of the notice requesting mediation described in§23 and except as provided in 714 §27.2).Any document,including a signed document or notice,from or on behalf of Buyer,and delivered to Seller is effective 715 when physically received by Seller,any signatory on behalf of Seller,any named individual of Seller,any representative of Seller, 716 or Brokerage Firm of Broker working with Seller(except for delivery,after Closing,of the notice requesting mediation described 717 in§23 and except as provided in§27.2). 718 27.2. Electronic Delivery. As an alternative to physical delivery,any document,including a signed document or written 719 notice,may be delivered in electronic form only by the following indicated methods: (] Facsimile ® Email 720 EX Internet.If no box is checked,this§27.2 is not applicable and§27.1 governs notice and delivery.Documents with original 721 signatures will be provided upon request of any party. 722 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 723 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 724 located in Colorado. 725 28. NOTICE OF ACCEPTANCE,COUNTERPARTS. This proposal will expire unless accepted in writing,by Buyer and 726 Seller,as evidenced by their signatures below,and the offering party receives notice of such acceptance pursuant to§27 on or 727 before Acceptance Deadline Date(§3)and Acceptance Deadline Time(§3).If accepted,this document will become a contract 728 between Seller and Buyer.A copy of this Contract may be executed by each party,separately,and when each party has executed a 729 copy thereof,such copies taken together are deemed to be a full and complete contract between the parties. 730 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith,including but not 731 limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations(§5),Title 732 Insurance,Record Title and Of Record Title(§8),Current Survey Review(§9)and Property Disclosure,Inspection, 733 Indemnity,Insurability,Due Diligence and Source of Water(§ 10). 734 735 I ADDITIONAL PROVISIONS AND ATTACHMENTS I 736 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 737 Commission.) 738 30.1) Buyer and Seller shall split the cost equallly for adequate survey for parcel to be deeded as a free standing lot at closing with applicable ingress/egress agreements approved by both parties. 739 740 741 31. ATTACHMENTS. 742 31.1. The following attachments are a part of this Contract: 743 31.1a)City of Greeley Origin Map showing triangular parcel. 31.lb)Weld County map showing entire parcel. 744 745 746 31.2. The following disclosure forms are attached but are not a part of this Contract: 747 N/A 748 749 750 1 SIGNATURES f 751 Buyer's Name: Weld County Colorado 4ignBuy ature Barba? nirkmeye Date CBS4.8-13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 15 of 17 Buyer initials 122/1 Seller Initials Address: 1150 0 Street Greeley, CO 80631 Phone No.: N/A Fax No.: N/A Electronic Address: N/A 752 [NOTE:If this offer is being countered or rejected,do not sign this document.Refer to§32] Seller's Name: 3109 LLC Seller's Signature William Sheel Date Address: 3109 35th Avenue, # A Greeley, CO 80634 Phone No.: Fax No.: Electronic Address: _ 753 754 32. COUNTER;REJECTION. This offer is ❑ Countered 0 Rejected. 755 Initials only of party(Buyer or Seller)who countered or rejected offer 756 END OF CONTRACT TO BUY AND SELL REAL ESTATE 33.BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract,agrees to cooperate upon request with any mediation concluded under§23. Broker agrees that if Brokerage Finn is the Earnest Money Holder and,except as provided in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination,Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,provided the Earnest Money check has cleared. Broker is working with Buyer as a ❑ Buyer's Agent ❑ Seller's Agent ® Tlransaction-Broker in this transaction. 0 This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by © Listing Brokerage Firm ❑ Buyer El Other Seller to pay Wheeler Management Group a total of 6% commission, 3% to Listing Broker and 3% to Selling Broker-With a 25% Listing side referral to Noni Sheel. Brokerage Firm's Name: Wheeler Management Group Broker's Name: James Vetting, CCIM Broker's Signature: Date CBS44.13.CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 10:40 Page 16 of 17 Buyer initials Seiler initials Address: 1130 38th Avenue, Suite B Greeley, CO 80634 Phone No.: (970)352-5860/970-381-3001 Fax No.: (970)352-0117 Electronic Address: infonnaton@wheeIeringt.com/jvetting@wheelerwt.com 34.BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker 0 Does Il Does Not acknowledge receipt of Earnest Money deposit and,while not a party to the Contract,agrees to cooperate upon request with any mediation concluded under§23.Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination,Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,provided the Earnest Money check has cleared. Broker is working with Seller as a ❑ Seller's Agent 0 Buyer's Agent R❑ Transaction-Broker in this transaction. ❑ This is a Change of Status. Brokerage Fum's compensation or commission is to be paid by IJ Seller ❑ Buyer ❑ Other Seller to pay Wheeler Management Group a total of 6% commission, 3* to Listing Broker and 3% to Selling Broker-With a 25% Listing side referral to Boni Sheet. Brokerage Firm's Name: Wheeler Management Group, Inc Broker's Name: Ron Randel, CCIM Broker's Signature: Date Address: 1130 38th Avenue, Suite B Greeley, CO 80634 Phone No.: 970-352-5860/970-590-6222 Fax No.: 970-352-0117 Electronic Address: information@wheelermgt.com/ronevheelermgt.com 757 • CBS4-&131,CONTRACT TO BUY AND SELL REAL ESTATE(LAND) 12/28/2015 I0:40 Page 17 of 17 Buyer Initials Seller initials kt h k: O m ' t to c c U : a.) c. Sr-N.4,0;,,,-,..i„,---;‘, • 1 ! W ' zi tR.Z, ,'.1:.i..1,:s,, -.!,;;T ':,',,,'"r"_r t7 c ° CD ca m ,, • r m E Q • o n a _; a Sa < A gg T E A •, • I.' Il .." lir': '''' . E g r, L ~� j . Y. ..1 • . 1:"" r'*". NI 144.4k "... . ". E 1 � . ;� , 'fir1-7 . I. ii ' V '''. . ,, ' ':, e. y IA! 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