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Home My WebLink About20143438 LEASE AGREEMENT Between Weld County Colorado And JORGENSEN BROWNELL & PEPIN, P.C. /O7-ag_.*LI (916s Main) OSo e 1- 3Y32 PR O039 9 TABLE OF CONTENTS ARTICLE 1 -- PREMISES 1 1.1 Premises 1 1.2 Acceptance of Premises; Condition 1 ARTICLE 2 -- TERM 1 2.1 Commencement Date 1 2.2 Term 1 2.3 Construction Term 1 2.4 Rent Commencement 1 ARTICLE 3 -- RENT 1 3.1 Base Rent 2 3.2 Periodic Adjustment 2 3.3 Additional Rent 2 3.4 Tenant's Pro Rata Share 2 3.5 Monthly Deposits for Taxes, Insurance, and Common Facilities Charges 2 3.6 Common Facilities Charges 2 3.7 Rent 2 3.8 Lease a Net Lease 2 ARTICLE 4 -- SECURITY DEPOSIT 2 4.1 Security Deposit 2 ARTICLE 5 -- USE 2 5.1 Use 2 5.2 Compliance with Laws; Waste; Nuisance 2 5.3 Insurance Rates 3 ARTICLE 6 -- ALTERATIONS AND ADDITIONS 3 6.1 Alterations and Additions by Tenant 3 6.2 Removal 3 6.3 Liens 3 ARTICLE 7 -- MAINTENANCE 4 7.1 Maintenance by Tenant 4 7.2 Maintenance by Landlord 4 7.3 Landlord's Right to Cure 4 7.4 Overload 4 {916 S Main) i 7.5 Tenant's Use of Mechanical System 4 ARTICLE 8 -- ASSIGNMENT AND SUBLETTING 5 8.1 Assignment Prohibited 5 8.2 Consent Required 5 8.3 Landlord's Rights in Event of Assignment 5 8.3 Landlord's Rights in Event of Assignment 5 ARTICLE 9 -- INDEMNIFICATION 5 9.1 Tenant Indemnification 5 9.2 Landlord Indemnification 6 9.3 No Liability 6 ARTICLE 10 -- INSURANCE 6 10.1 Insurance 6 10.1.1 Tenant's Liability Insurance 6 10.1.2 Casualty Insurance 6 10.1.3 Landlord's Liability Insurance 7 ARTICLE 11 -- UTILITIES 7 11.1 Services and Utilities 7 11.2 No Liability 7 11.3 Supplemental Air Conditioning 7 ARTICLE 12 -- PROPERTY TAXES 8 12.1 Taxes 8 12.2 Proration at Commencement and Expiration of Term 8 ARTICLE 13 -- ENTRY BY LANDLORD 8 13.1 Entry By Landlord 8 ARTICLE 14 -- RECONSTRUCTION 9 14.1 Insured Casualty 9 14.2 Non-Insured Casualty 9 14.3 Repair During Last Twelve Months 9 14.4 Tenant Responsibility 10 ARTICLE 15 -- EMINENT DOMAIN 10 15.1 Eminent Domain 10 (910 S Main) ii ARTICLE 16 -- ENVIRONMENTAL 10 16.1 Definitions 10 16.1.1 Hazardous Material 10 16.1.2 Environmental Requirements 11 16.1.3 Environmental Damages 11 16.2 Tenant's Obligation to Indemnify, Defend and Hold Harmless 11 16.3 Tenant's Obligation to Remediate 12 16.4 Notification 12 16.5 Negative Covenants 12 16.5.1 No Hazardous Material on Premises 13 16.5.2 No Violations of Environmental Requirements 13 16.6 Landlord's Right to Inspect and to Audit Tenant's Records 13 16.7 Landlord's Right to Remediate 13 16.8 Landlord's Obligation to Indemnify, Defend and Hold Harmless Concerning Environmental Matters 13 16.9 Survival of Environmental Obligations 14 ARTICLE 17 -- DEFAULT 14 17.1 Events of Default 14 17.2 Remedies In Default 15 17.3 Landlord Default 15 ARTICLE 18 -- LIEN OF LANDLORD 15 18.1 Landlord's Lien 15 ARTICLE 19 -- AMERICANS WITH DISABILITIES ACT 16 19.1 Compliance 16 ARTICLE 20 -- FORCE MAJEURE 16 20.1 Force Majeure 16 ARTICLE 21 -- REPRESENTATIONS AND WARRANTIES 16 21.1 Landlord Representations 16 21.2 Tenant Representations 16 ARTICLE 22 -- GENERAL PROVISIONS 17 22.1 Lease Summary Page, Plats and Riders 17 22.2 Estoppel Certificate 17 22.3 Rules and Regulations 17 22.4 Holding Over 18 22.5 Surrender of Premises 18 016 S.Main) iii 22.6 Waiver 18 22.7 Limitation of Landlord Liability 18 22.8 Notices 18 22.9 Recording 19 22.10 Joint Obligation 19 22.11 Marginal Headings I9 22.12 Time 19 22.13 Successors and Assigns 19 22.14 Quiet Possession 19 22.15 Interest on Past-Due Obligations 19 22.16 Late Charge 19 22.17 Prior Agreements 19 22.18 No Construction Against Preparer of Lease 19 22.19 Attorneys' Fees 20 22.20 Sale of Premises by Landlord 20 22.21 Subordination, Attornment 20 22.22 Name 20 22.23 Severability 20 22.24 Cumulative Remedies 20 22.25 Choice of Law; Venue 20 22.26 Signs 21 22.27 Brokers 21 22.28 Parking 21 ARTICLE 23 -- ADDITIONAL PROVISIONS 21 23.1 Right of First Refusal on Additional Space 21 23.2 Tenant Finish 21 23.3 Option(s) To Extend 21 X916 S.Main) iv {WOOS NC DM?t LEASE AGREEMENT` This Lease Agreement ("Lease"), dated this Pref1 1e /5, 2014, is made by and between Weld County, hereinafter called "Landlord" and Jorgensen Brownell & Pepin, P.C., hereinafter called "Tenant." ARTICLE 1 PREMISES 1.1 Premises. On the terms and subject to the conditions described in this Lease, Landlord does hereby lease unto Tenant a building described as GR 5193 W30' N 100' L4 BLK76 also known as 912 10th Street, AKA 916 10`h Street, located at the building address described therein in Greeley, Colorado (the "Building", or the Building and land sometimes referred to as the "Property"). 1.2 Acceptance of Premises; Condition. Tenant has examined, and accepts the Building, improvements, Premises, and any fixtures on the premises, in present condition. No representation, statement, or warranty, express or implied, has been made by or on behalf of Landlord as to the condition of the premises, or as to the use that may be made of same. In no event shall Landlord be liable for any defect in the premises or for any limitation on the use of the premises. ARTICLE 2 TERM 2.1 Commencement Date. Except as otherwise provided herein, the Term of this Lease shall commence (the "Commencement Date"): December 15, 2014, provided, however, that the Commencement Date shall be the date that possession of the Premises is tendered by Landlord to Tenant as ready for occupancy when circumstances beyond the reasonable control of Landlord have caused a delay in the Premises being ready for occupancy by Tenant. In the event of such a delay, this Lease shall not be void or voidable by Tenant, and Landlord shall not be liable to Tenant for any loss or damage resulting from such delay. 2.2 Term. The initial Term of this Lease shall be for the period of six (6) months and shall begin at noon on the Commencement Date and end at noon on June 14, 2015. Notwithstanding the above Term, Tenant may terminate this lease at any time with 30 day written notice upon Landlord. 2.3 Construction Term. N/A 2.4 Rent Commencement. Tenant's obligation to pay Rent (as defined below) shall commence on the Commencement Date. ARTICLE 3 RENT 916 S.Main 3.1 Base Rent. Tenant agrees and covenants to pay to Landlord as Base Rent, without prior notice of demand, and without any deduction or setoff whatsoever, as "Base Rent," the sum of fifteen hundred dollars and no/100ths ($1,500.00). Tenant shall pay to Landlord the Base Rent in equal monthly installments, in advance, on the fifteenth day of each month during the Term of this Lease, without notice, demand, deduction or offset (except as may otherwise be provided in this Lease). Said rental shall be paid to Landlord at P.O. Box 758, Greeley, CO 80632. 3.2 Periodic Adjustment. N/A 3.3 Additional Rent. Tenant covenants and agrees to pay, as Additional Rent, all costs and expenses relating to the Premises including utilities, all taxes if any and expenses for structure insurance. 3.4 Tenant's Pro Rata Share. N/A 3.5 Monthly Deposits for Taxes, Insurance, and Common Facilities Charges. N/A 3.6 Common Facilities Charges. N/A 3.7 Rent. The Base Rent together with any annual adjustments and Additional Rent shall be referred to herein as the "Rent." 3.8 Lease a Net Lease. N/A ARTICLE 4 SECURITY DEPOSIT 4.1 Security Deposit. N/A ARTICLE 5 USE 5.1 Use. Tenant shall use the Premises for the purposes as a Law Office. 5.2 Compliance with Laws; Waste; Nuisance. Tenant covenants that it shall: (a) at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements (including, but not limited to, all environmental laws and regulations) now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises, excluding structural changes not related to or affected by Tenant's improvements or acts; (b) keep the Premises in clean, neat, and orderly condition, free of objectionable noise, odors, nuisances, and will in all respects, and at all times, fully comply with all health and policy regulations; (c) not suffer, permit, or commit any waste; and (d) not use, suffer or pennit any person(s) to use the Premises or any part thereof, or common (9 I6 S.Main) 2 • elements (sidewalks, hallways, etc.) for conducting thereon any auction, distress, fire, bankruptcy, or going out of business sale. 5.3 Insurance Rates. Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate or affect any fire or other insurance upon the Building or any of its contents, or cause cancellation of any insurance policy covering said Building or any part thereof or any of its contents. ARTICLE 6 ALTERATIONS AND ADDITIONS 6.1 Alterations and Additions by Tenant. After completion of Tenant's improvements, Tenant shall not make or suffer to be made any alterations, additions or improvements to the Premises or any part thereof without first obtaining Landlord's written approval which shall not be unreasonably withheld. Tenant shall present to Landlord plans and specifications for such work at the time approval is sought. Any alterations, additions or improvements to the Premises, including, but not limited to, wall covering, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall on the expiration of the Term become a part of the realty and belong to Landlord and shall be surrendered with the Premises, unless Landlord otherwise elects. In the event Landlord consents to the making of any alterations, additions or improvements to the Premises by Tenant, the same shall be made by Tenant at Tenant's sole cost and expense, and shall be done in a good and workmanlike manner and diligently presented to completion such that, except as absolutely necessary during the course of such work, the Premises shall at all times be a complete operating unit. 6.2 Removal. Upon the written demand by Landlord given at least thirty (30) days prior to the end of the Term, at Tenant's sole cost and expense, Tenant shall forthwith and with all due diligence, remove any alterations, additions, or improvements made which have been designated by Landlord to be removed, and repair any damage to the Premises caused by such removal. 6.3 Liens. Tenant covenants and agrees not to permit or suffer, and to cause to be removed and released, any mechanic's, materialmen's or other lien on account of supplies, machinery, tools, equipment, labor or material furnished or used in connection with the construction, alteration, improvement, addition to or repair of the Premises by, through or under Tenant. At least fifteen (15) days prior to any alterations, additions or improvements, Tenant shall provide written notice to Landlord of the date of commencement of same. Prior to the commencement of any alterations, additions or improvements, Tenant shall post in conspicuous locations and maintain on the Premises and Building Notices of Owner's Non-Liability in the form attached hereto as Exhibit C or in such other form as Landlord may from time to time require in writing. Tenant shall have the right to contest, in good faith and with reasonable diligence, the validity of any such lien or claimed lien, provided that Tenant shall give to Landlord such security as may be reasonably requested by Landlord to insure the payment of any amounts claimed, including interest and costs, and to prevent any sale, foreclosure or forfeiture of any interest in the Property on account of any such lien, including, without limitation, bonding, escrow or endorsement of the title insurance policy of Landlord and any holder of a mortgage or deed of trust encumbering the Property. If Tenant so contests, then on final determination of the lien or claim for (916 SMain) 3 lien, Tenant shall immediately pay any judgment rendered, with interest and costs, and will cause the lien to be released and any judgment satisfied. ARTICLE 7 MAINTENANCE 7.1 Maintenance by Tenant. Tenant shall, at Tenant's sole cost and expense, keep and maintain the Premises and every part thereof, including, but not limited to, all partitions, doors, signs, plate glass,plumbing, air conditioning ducts,heating ducts, ventilation, suite HVAC controls and equipment, electrical systems, fixtures, business equipment, and appurtenances thereof, in good condition and repair, including periodic painting as determined by Landlord. Except as specifically provided in an addendum, if any, to this Lease, Landlord shall have no obligation whatsoever to alter, remodel, improve, maintain, repair, decorate or paint the Premises or any part thereof, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises or the Building except as specifically herein set forth. 7.2 Maintenance by Landlord. Landlord shall repair and maintain the structural components of the Premises and the Building, including, but not limited to, exterior walls, foundation, roof, plumbing, common area air conditioning, heating, ventilation and electrical systems, common facilities and areas, and parking areas. If Landlord is required, however, to make structural repairs by reason of intentional or negligent acts of Tenant or any person present on the Premises at the request of or for the benefit, direct or indirect, of Tenant, Tenant shall pay Landlord's cost for making such repairs, plus fifteen percent (15%) for overhead immediately upon presentation of a bill therefor. Failure of Tenant to pay such amount immediately shall constitute a material default hereunder. Landlord's obligation to maintain as set forth above shall not include any supplemental air conditioning as described in Section 11.3 or any plumbing included in Tenant's Work. Landlord's obligations shall also include providing reasonable janitorial services (Monday through Friday) for common areas only, landscaping, snow removal, and other services for the interior and exterior Common Facilities of the Building. Tenant shall pay its Pro Rata Share of all costs and expenses of landlord described in this section, pursuant to Section 7.2 above. 7.3 Landlord's Right to Cure. If Tenant refuses or neglects to repair the Premises or property as required hereunder to the reasonable satisfaction of Landlord as soon as reasonably possible after written demand, Landlord may make such repairs without liability on its part to Tenant for any loss or damage that may accrue to Tenant's merchandise, personal property, fixtures, equipment or leasehold improvements or to Tenant's business by reason thereof. Tenant shall pay Landlord's cost for making such repairs, plus fifteen percent (15%) for overhead immediately upon presentation of a bill therefor. 7.4 Overload. Tenant shall not install any electrical equipment that overloads the wiring panels, etc., in the Premises. Tenant shall make at its own expense whatever changes are necessary to relieve any overload condition and to comply with the requirements of the insurance underwriters or the governmental authorities having jurisdiction. 7.5 Tenant's Use of Mechanical System. Tenant shall not, at all times during the Lease Term or during its possession of the Premises, use any mechanical systems or structural (915 S.Mahn 4 components (e.g., plumbing, heating, demising partitions) in such a manner as to cause damage thereto. Tenant shall be responsible for, and shall reimburse Landlord for any cost or expenses associated with Tenant's breach of this provision. ARTICLE 8 ASSIGNMENT AND SUBLETTING 8.1 Assignment Prohibited. Tenant shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining Landlord's written consent, which may be withheld in Landlord's sole discretion. 8.2 Consent Required. Any assignment or subletting without such consent shall be void, and shall, at the option of Landlord, constitute a default under this Lease. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by any other person. 8.3 Landlord's Rights in Event of Assignment. If this Lease is assigned or if the Premises or any portion thereof are sublet or occupied by any person other than Tenant, Landlord may collect Rent from such assignee or other party, and apply the amount collected to the Rent reserved hereunder, but such collection and application shall not constitute a consent to or waiver of the necessity of consent to such assignment, subleasing or other transfer, nor shall such collection and application constitute the recognition of such assignee, sublessee, or other party as the tenant hereunder or a release of Tenant's obligations hereunder or a waiver of any default by Tenant under this provision. In the event that Landlord shall consent to an assignment or sublease hereunder, Tenant shall pay to Landlord reasonable fees, not to exceed $750.00 for the processing of such assignment or sublease. ARTICLE 9 INDEMNIFICATION 9.1 Tenant Indemnification. Tenant agrees to defend, pay, indemnify and hold harmless (collectively, "indemnify") Landlord against and from any and all claims, demands, fines, suits, actions, proceedings, orders, decrees, and judgments of any kind (collectively, "Claims") arising from Tenant's use and/or occupancy of the Premises or from any activity, work, or other thing done, permitted or suffered by Tenant in or about the Building, and shall further indemnify Landlord against and from any and all Claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or omission of Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and from any and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such Claim or any action or proceeding brought thereon, and, in any case, action or proceeding be brought against Landlord by reason of any such Claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant hereby waives all claims OI6 S.Mxin) 5 against Landlord for damage to property or injury to persons in or upon the Premises, from any cause other than the gross negligence or willful misconduct of Landlord. 9.2 Landlord Indemnification. Landlord agrees to defend, pay, indemnify and hold harmless (collectively, "indemnify") Tenant against and from any and all claims, demands, fines, suits, actions, proceedings, orders, decrees, and judgments of any kind (collectively, "Claims") from all liability, loss or other damages or claims or obligations resulting from any injuries or losses to persons or property occurring in the Common Facilities, including reasonable attorneys' fees and court costs, to the extent caused by the gross negligence or willful misconduct of Landlord or its agents or employees. In any case, action or proceeding be brought against Tenant by reason of any such Claim, Landlord, upon notice from Tenant, shall defend the same at Landlord's expense by counsel reasonably satisfactory to Tenant. 9.3 No Liability. Landlord or its agents shall not be liable for any damage to property entrusted to employees of the Landlord, nor for loss or damage to any property resulting from fire, explosion, falling plaster, steam gas, electricity, water or rain which may leak from any part of the Building or from pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other place resulting from dampness or any other cause whatsoever, unless caused by or due to the gross negligence or willful misconduct of Landlord, its agents, servants or employees. Landlord or its agents shall not be liable for interference with the light or other incorporeal hereditaments, loss of business by Tenant, nor shall Landlord be liable for any latent defects in the Premises or in the Building. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or of defects therein or in the fixtures or equipment. ARTICLE 10 INSURANCE 10.1 Insurance. 10.1.1 Tenant's Liability Insurance. Tenant shall procure, pay for and maintain commercial general liability insurance providing coverage from any loss or damage occasioned by an accident or casualty, in or upon the Premises, which policy shall be written on an "occurrence basis" with limits of not less than one million dollars ($1,000,000.00) liability coverage and all-risk property damage coverage in an amount at least equal to 100% of the full replacement cost of Tenant's leasehold improvements and other personalty. Tenant shall also obtain and maintain business interruption insurance in appropriate amounts for a period of not less that twelve (12) months. Certificates of such insurance shall be delivered to Landlord and shall provide that said coverage shall not be changed, modified, or reduced or canceled without thirty (30) days prior written notice thereof being given to Landlord. All such insurance shall name Landlord and any persons designated by Landlord as an additional insured and shall contain a provision by which the insurer specifically waives its rights of subrogation against Landlord and its designees with respect to any loss or losses paid thereunder. 10.1.2 Casualty Insurance. Tennant covenants and agrees to obtain and keep in full force and effect during the Lease Term, casualty insurance as hereinafter defined. Casualty insurance shall mean property insurance including "all risk" coverage with respect to the Property, (916 S Maui) 6 in an amount equal to the full replacement cost thereof, with coinsurance clauses of no less than ninety percent (90%), and with coverage, at Landlord's option, by endorsement or otherwise, for all risks, vandalism and malicious mischief, sprinkler leakage, and rental loss and with a deductible in the amount for each occurrence as Landlord, in its sole discretion, may determine from time to time. Casualty insurance obtained by Landlord need not name Tenant as an insured party and may, at Landlord's option, may name any mortgagee or holder of a deed of trust as an insured party as its interest may appear. Tenant covenants and agrees to pay, as Additional Rent, its Pro Rata Share of the cost of casualty insurance obtained by Landlord, and to pay, as Additional Rent, its Pro Rata Share of the cost of any deductible under such casualty insurance. Tenant shall be responsible for obtaining, at Tenant's option, cost and expense, insurance coverage for personal property and leasehold improvements of Tenant and for business interruption of Tenant. 10.1.3 Landlord's Liability Insurance. Landlord may procure and maintain commercial general liability insurance for injuries or damage with respect to the ownership, operation, and use of the Property, in such coverage and amounts as from time to time may be deemed appropriate by Landlord. Tenant covenants and agrees to pay Tenant's Pro Rata Share of the premiums and costs of such liability insurance as Additional Rent hereunder. ARTICLE 11 UTILITIES 11.1 Services and Utilities. Tenant covenants and agrees to contract in Tenant's own name and to pay as Additional or separate account, all charges for water, sewage, disposal, storm drainage fees, in suite natural gas, electricity, lighting, telephone or other utility services used, rendered or supplied to or for the Premises. If any such utility charges are not separately metered or billable to the Premises, then Tenant shall pay Tenant's Pro Rata Share thereof to Landlord which amount shall be included in the monthly charges for the Common Facilities. Landlord shall have the right to apportion utility charges based upon Landlord's estimation of relative use of such utilities if, in the opinion of Landlord, apportionment based upon the Tenants respective Pro Rata Shares would be inequitable. 11.2 No Liability. Landlord shall not be liable for, and Tenant shall not be entitled to, any reduction of rental by reason of Landlord's failure to furnish any of the foregoing when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbances or labor disputes of any character, or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall not be liable under any circumstances for loss (including data loss) or injury to property, however occurring, through or in connection with or incidental to failure to furnish any of the foregoing. 11.3 Supplemental Air Conditioning. Wherever Tenant uses heat generating machines or equipment in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplemental air conditioning units in the Premises and the cost thereof, including the cost of installation, and the cost of operation and maintenance thereof shall be paid by Tenant to Landlord upon demand by Landlord. (916 S.Main) 7 ARTICLE 12 PROPERTY TAXES 12.1 Taxes. Landlord shall pay and discharge all real property taxes and assessments which are levied, assessed, imposed or charged upon the Premises or Property if any. Tenant shall pay and discharge all personal property taxes which are levied, assessed, imposed or charged upon its personal property (including, but not limited to, leasehold improvements, equipment, furniture, fixtures and personal property located in the Premises) or which arise out of or result from the activities carried on by Tenant upon the Premises. Such taxes shall be paid by the party owing such taxes promptly when due, provided that each party reserves the right, at their own cost and expense, to contest any taxes or assessments which it deems to be improper or unreasonable. Tenant covenants and agrees to pay, as Additional Rent, Tenant's Pro Rata Share of all taxes and assessments payable by Landlord which accrue during or are attributable to the Lease Term, including without limitation all taxes, assessments or other impositions, general or special, ordinary or extraordinary, or every kind or nature, which may be levied, assessed or imposed upon or with respect to the Property or any part thereof, or upon any building, improvements or personal property at any time situated thereon. 12.2 Proration at Commencement and Expiration of Term. Taxes and assessments shall be prorated between Landlord and Tenant for the year in which the Lease Term commences and for the year in which the Lease Term expires as of, respectively, the date of commencement of the Lease Term and the date of expiration of the Lease Term, except as herein provided. Additionally, for the year in which the Lease Term expires, Tenant shall be liable without proration for the full amount of taxes and assessments relating to any improvements, fixtures, equipment or personal property which Tenant is required to remove or in fact removes as of the expiration of the Lease Tenn. Proration of taxes and assessments shall be made on the basis of actual taxes and assessments. Tenant's Pro Rata Share of taxes and assessments for the years in which the Lease Term commences and expires shall be paid and deposited with the Landlord through Monthly Deposits as hereinabove provided, but, in the event actual taxes and assessments for either year are greater or less than as estimated for purposes of Monthly Deposits, appropriate adjustment and payment shall be made between the parties, at the time the actual taxes are known, as may be necessary to accomplish proration, as hereinafter provided, and such obligation shall survive the termination or expiration of this Lease. ARTICLE 13 ENTRY BY LANDLORD 13.1 Entry By Landlord. Landlord reserves and shall at any and all times have the right to enter the Premises, inspect the same, supply any service to be provided by Landlord to Tenant hereunder, to submit the Premises to prospective purchasers or tenants, to post notices of non- responsibility, and to alter, improve or repair the Premises and any portion of the Building of which the Premises are a part that Landlord may deem necessary or desirable, without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonable as required by the character of the work to be performed, always providing that the entrance to the Premises shall not be blocked thereby, and further providing that the business of Tenant shall not be (916 S Main) 8 interfered with unreasonably. Tenant hereby waives any claim for damages or for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults, safes and files, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to Tenant except for any failure to exercise due care for Tenant's property. Any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof. ARTICLE 14 RECONSTRUCTION 14.1 Insured Casualty. In the event the Premises or the Building of which the Premises are a part are damaged by fire or other perils covered by casualty insurance, Landlord agrees to forthwith repair the same to the extent that proceeds of casualty insurance are available therefore; and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall materially interfere with the business carried on by Tenant in the Premises. Any reduction in Rent shall end five (5) days after notice by Landlord to Tenant that the Premises have been repaired. 14.2 Non-Insured Casualty. In the event the Premises or the Building of which the Premises are a part are damaged as a result of any cause other than the perils covered by casualty insurance, then Landlord shall forthwith repair the same, provided the extent of the destruction be less than twenty percent (20%) of the then full replacement cost of the Premises or the Building of which the Premises are a part. In the event the destruction of the Premises or the Building is to an extent greater than twenty percent (20%) of the full replacement cost, then Landlord shall have the option; (1) to repair or restore such damage, this Lease continuing in full force and effect, but the rent to be proportionately reduced as hereinabove in this Article provided; or (2) give notice to Tenant at any time within sixty (60) days after such damage terminating this Lease as of the date specified in such notice, which date shall be no less than thirty (30) days and no more than sixty (60) days after the giving of such notice. In the event of giving such notice, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such notice and the Rent, reduced by a proportionate amount, based upon the extent, if any, to which such damage materially interfered with the business carried on by Tenant in the Premises, shall be paid up to date of said termination. 14.3 Repair During Last Twelve Months. Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or (916 S.Main) 9 restore the Premises when the damage resulting from any casualty covered under this Article occurs during the last twelve (12) months of the Term of this Lease or any extension thereof. 14.4 Tenant Responsibility. 14.4.1 Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railings, floor coverings, partitions, or any other property installed in the Premises by Tenant (collectively, "Tenant's Property"). If Landlord shall be obligated or elects to repair as a result of a casualty, Tenant shall immediately replace or fully repair Tenant's Property and continue the operation of its business in the Premises during the repair period to the extent reasonably practical from the standpoint of good business. 14.4.2 Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. 14.4.3 If a fire or other casualty is the result of the willful misconduct or negligence of Tenant or failure to act of Tenant, its agents, contractors, employees or invitees, there will be no abatement of Rent as otherwise provided for in this Article. ARTICLE 15 EMINENT DOMAIN 15.1 Eminent Domain. If more than twenty-five percent (25%) of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, to terminate this Lease, and Landlord shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public or quasi-public use or purpose, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. If either less than or more than twenty-five percent (25%) of the Premises is taken, and neither party elects to terminate as herein provided, the Rent thereafter to be paid shall be equitably reduced. If any part of the Building other than the Premises may be so taken or appropriated, Landlord shall have the right at its option to terminate this Lease and shall be entitled to the entire award as above provided and Tenant shall have no interest therein. Tenant shall be entitled to seek directly from the condemning authority any claims Tenant might have as long as such claims do not reduce the award to Landlord. ARTICLE 16 ENVIRONMENTAL 16.1 Definitions. 16.1.1 Hazardous Material. Hazardous Material means any substance: 16.1.1.1 which is or becomes defined as a "hazardous material," "hazardous waste," "hazardous substance," "regulated substance," "pollutant" or "contaminant" OI6 S.Main) 1 0 under any federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.); or 16.1.1.2 which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, the State of Colorado or any political subdivision thereof; or 16.1.1.3 the presence of which on the premises causes or threatens to cause a nuisance upon the premises or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the premises; or 16.1.1.4 which contains gasoline, diesel fuel or other petroleum hydrocarbons; or 16.1.1.5 which contains polychlorinated bipheynols (PCBs), asbestos or urea formaldehyde foam insulation; or 16.1.1.6 radon gas. 16.1.2 Environmental Requirements. Environmental Requirements means all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment. 16.1.3 Environmental Damages. Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys' fees and disbursements and consultants' and witnesses' fees, any of which are incurred at any time as a result of the existence of Hazardous Material upon, about, beneath the premises or migrating or threatening to migrate to or from the premises, or the existence of a violation of Environmental Requirements pertaining to the premises. 16.2 Tenant's Obligation to Indemnify, Defend and Hold Harmless. Tenant, its successors, assigns and guarantors, agree to indemnify, defend, reimburse and hold harmless the following persons from and against any and all Environmental Damages arising from activities of Tenant or its employees, agents, contractors, subcontractors, or guests, licensees, or invitees which (1) result in the presence of Hazardous Materials upon, about or beneath the Premises or migrating (9I6 S.Main) 11 to or from the Premises, or (2) result in the violation of any Environmental Requirements pertaining to the Premises and the activities thereon: 16.2.1 Landlord; 16.2.2 any other person who acquires an interest in the premises in any manner, including but not limited to purchase at a foreclosure sale or otherwise; and 16.2.3 the directors, officers, shareholders, employees, partners, agents, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees, successors, assigns, guests and invitees of such persons. This obligation shall include, but not be limited to, the burden and expense of investigating and defending all claims, suits and administrative proceedings (with counsel reasonably approved by the indemnified parties), including attorneys' fees and expert witness and consulting fees, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons, and all such expenses incurred in enforcing the obligation to indemnify. Tenant, at its sole expense, may employ additional counsel of its choice to associate with counsel representing the indemnified parties. 16.3 Tenant's Obligation to Remediate. Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this agreement, Tenant shall, upon demand of Landlord, and at its sole cost and expense, promptly take all actions to remediate the Premises, Building, and Land which are reasonably necessary to mitigate Environmental Damages or to allow full economic use of the Building and Land, or are required by Environmental Requirements, which remediation is necessitated by the 1) introduction of a Hazardous Material upon, about or beneath the Premises or 2) a violation of Environmental Requirements, either of which is caused by the actions of Tenant, its employees, agents, contractors, subcontractors, guests, invitees or licensees. Tenant shall promptly provide to Landlord copies of testing results and reports that are generated in connection with the above activities, and copies of any correspondence with any governmental entity related to such activities. 16.4 Notification. If Tenant shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of Tenant for Environmental Damages in connection with the Premises or past or present activities of any person thereon, or that any representation set forth in this agreement is not or is no longer accurate, then Tenant shall deliver to Landlord, within ten days of the receipt of such notice or communication by Landlord, a written description of said violation, liability, correcting information, or actual or threatened event or condition, together with copies of any such notice or communication. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any such notification or communication. 16.5 Negative Covenants. �,�6 S.Main) 12 16.5.1 No Hazardous Material on Premises. Except in strict compliance with all Environmental Requirements, Tenant shall not cause, permit or suffer any Hazardous Material to be brought upon, treated, kept, stored, disposed of, discharged, released, produced, manufactured, generated, refined or used upon, about or beneath the Premises by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees, or any other person. Tenant shall deliver to Landlord copies of all documents which Tenant provides to any governmental body in connection with compliance with Environmental Requirements with respect to the premises, such delivery to be contemporaneous with provision of the documents to the governmental agency. 16.5.2 No Violations of Environmental Requirements. Tenant shall not cause, permit or suffer the existence or the commission by Tenant, its agents, employees, contractors, subcontractors or guests, licensees or invitees, or by any other person of a violation of any Environmental Requirements upon, about or beneath the Premises or any portion of the Building or Land. 16.6 Landlord's Right to Inspect and to Audit Tenant's Records. Landlord shall have the right in its sole and absolute discretion,but not the duty, to enter and conduct an inspection of the Premises and to inspect and audit Tenant's records concerning Hazardous Materials at any reasonable time to determine whether Tenant is complying with the terms of the Lease, including but not limited to the compliance of the Premises and the activities thereon with Environmental Requirements and the existence of Environmental Damages. Tenant hereby grants to Landlord the right to enter the Premises and to perform such tests on the Premises as are reasonably necessary in the opinion of Landlord to assist in such audits and investigations. Landlord shall use reasonable efforts to minimize interference with the business of Tenant by such tests inspections and audits, but Landlord shall not be liable for any interference caused thereby. 16.7 Landlord's Right to Remediate. Should Tenant fail to perform or observe any of its obligations or agreements pertaining to Hazardous Materials or Environmental Requirements, then Landlord shall have the right, but not the duty, without limitation upon any of the rights of Landlord pursuant to this Lease, to enter the Premises personally or through its agents, consultants or contractors and perform the same. Tenant agrees to indemnify Landlord for the costs thereof and liabilities therefrom as set forth in Section 16.2. 16.8 Landlord's Obligation to Indemnify, Defend and Hold Harmless Concerning Environmental Matters. Landlord, its successors, assigns and guarantors, agree to indemnify, defend, reimburse and hold harmless the following persons from and against any and all Environmental Damages arising from activities of Landlord or its employees, agents, contractors, subcontractors or guests, licensees, invitees; or which occurred prior to the Commencement Date (and were not caused by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees) which (1) result in the presence of Hazardous Materials upon, about or beneath the premises or migrating to or from the premises, or (2) result in the violation of any Environmental Requirements pertaining to the premises and the activities thereon: 16.8.1 Tenant; 1916 S_Main) 13 16.8.2 the directors, officers, shareholders, employees, partners, agents, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees, successors, assigns and invitees of Tenant. This obligation shall include, but not be limited to, the burden and expense of investigating and defending all claims, suits and administrative proceedings (with counsel reasonably approved by the indemnified parties), including attorneys' fees and expert witness and consulting fees, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons, and all such expenses incurred in enforcing the obligation to indemnify. Landlord, at its sole expense, may employ additional counsel of its choice to associate with counsel representing Tenant. 16.9 Survival of Environmental Obligations. The obligations of Landlord and Tenant as set forth in this Article 16 and all of its sections shall survive expiration or termination of this Lease. ARTICLE 17 DEFAULT 17.1 Events of Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant. 17.1.1 The vacating or abandonment of the Premises by Tenant. 17.1.2 The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due. 17.1.3 The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. 17.1.4 The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of a substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged in thirty(30) days. (916 s.Mam) 14 17.2 Remedies In Default. In the event of any such material default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand, and without limiting Landlord in the exercise of a right or remedy which Landlord may have by reason of such default or breach: 17.2.1 Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to, the cost of recovering possession of the Premises; expenses of reletting, including necessary renovation and alteration of the Premises; reasonable attorneys' fees, any real estate commission actually paid, the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the Term after the time of such award exceeds the amount of such rental loss for the same period that Tenant proves could be reasonably avoided; that portion of the leasing commission paid by Landlord and applicable to the unexpired Term of this Lease. In the event Tenant shall have abandoned the Premises, Landlord shall have the option of (a) taking possession of the Premises and recovering from Tenant the amount specified in this paragraph, or (b)proceeding under the provisions of the following paragraph (b). 17.2.2 Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event, Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. 17.2.3 Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decision of the State of Colorado. 17.3 Landlord Default. If Landlord fails to perform any of its obligations under this Lease within thirty (30) days following Tenant's reasonable written notice thereof(or within such longer period of time if the nature of such failure is such that it cannot reasonably be cured within such 30-day period, so long as Landlord has commenced such cure within the 30-day period and diligently pursues completion), then Tenant shall have the right, but not the obligation, to perform any such obligations on behalf of Landlord and thereafter demand payment from Landlord, and Landlord shall promptly reimburse Tenant for any and all such reasonable costs. ARTICLE 18 LIEN OF LANDLORD 18.1 Landlord's Lien. Tenant hereby grants to Landlord a lien upon all the furniture, fixtures, equipment, and other property belonging to Tenant located on or within the Premises at any time during the Lease Term, to secure the performance of Tenant's obligations under this Lease, said lien to be prior to any other lien on such property except a lien in favor of the seller of such property to secure the unpaid purchase price thereof This Landlord's lien may be foreclosed in the same manner as a security agreement, and the filing of this Lease or a memorandum thereof, or a financing statement in the security interest records of Boulder County, Colorado, shall constitute full lawful notice of this lien. If Landlord also has a lien on such property, or any portion thereof, (916 5.Main, 1 5 by virtue of any other instrument, or by operation of law, the lien under this Lease shall be in addition thereto, and Landlord shall have alternate remedies at his option. ARTICLE 19 AMERICANS WITH DISABILITIES ACT 19.1 Compliance. Landlord shall be responsible for the design and construction of the Common Facilities and any Landlord improvements, in compliance with the Americans With Disabilities Act ("ADA"). Tenant shall be responsible for the design and construction of Tenant's improvements, in compliance with the ADA and any alterations or improvements to the Premises required under the ADA which are necessitated by any Tenant-initiated alterations, additions or improvements or which are necessitated as a result of the employment by Tenant (or any subtenant, assignee or other occupant of the Premises) or any individual with a disability. ARTICLE 20 FORCE MAJEURE 20.1 Force Majeure. In the event that Landlord or Tenant shall be delayed or hindered or prevented from the performance of any obligation required under this Lease (with the exception of monetary obligations) by reason of strikes, lockouts, inability to procure labor or materials, failure of power, fire or other casualty, acts of God, restrictive governmental laws or regulations, delays in obtaining governmental approvals and permits, riots, insurrection, war or any other reason not within the reasonable control of Landlord or Tenant, as the case may be, then the performance of such obligation shall be excused for the period of such delay and the period for the performance of any such act shall be extend for a period equivalent to the period of such delay. ARTICLE 21 REPRESENTATIONS AND WARRANTIES 21.1 Landlord Representations. Landlord represents and warrants that they are citizens and residents of the State of Colorado with full power and authority to execute, deliver and perform this Lease. 21.2 Tenant Representations. If Tenant is a corporation, limited liability company or other entity, each individual executing this Lease on behalf of such entity represents and warrants that (a) such entity is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization with full power and authority to execute, deliver, and perform this Lease, (b) each such individual is duly authorized to execute and deliver this Lease on behalf of such entity, in accordance with a duly adopted resolution of the board of directors or other appropriate authorization of such entity, and (c) that this Lease is binding upon such entity in accordance with its terms. 22 ARTICLE 22 (916 S Maim 1 6 GENERAL PROVISIONS 22.1 Lease Summary Page, Plats and Riders. Clauses, plats and riders, if any, signed by Landlord and Tenant and endorsed on or affixed to this Lease are a part hereof. The Lease Summary Page shall be attached to this Lease and be deemed incorporated in this Lease by this reference. In the event of any inconsistency or conflict between the Lease Summary Page and the terms and provisions of this Lease, the terms and provisions of the Lease Summary Page shall control. 22.2 Estoppel Certificate. Tenant shall at any time, and from time to time upon not less than ten (10) days prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing, (a) certifying, to the extent true: 22.1.1 That this Lease is in full force and effect. 22.1.2 That the Tenant knows of no uncured default hereunder on the part of the owner, or if it has reason to believe that such a default exists, the nature thereof in reasonable detail. 22.1.3 The amount of the rent being paid and the date to which the Rent is paid in advance, if any. 22.1.4 That this Lease has not been modified, or if it has been modified, the terms and dates of such modifications. 22.1.5 That the term of this Lease has commenced. 22.1.6 The commencement and expiration dates. 22.1.7 Whether all work to be performed by the owner has been completed. 22.1.8 Whether the renewal term option has been exercised if applicable. 22.1.9 Whether there exist any claims or deductions from, or defenses to, the payment of rent. 22.1.10 Such other matter as may be reasonably requested by owner. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. If the Tenant fails to timely execute and deliver to the owner a completed certificate as required under this section, the Tenant hereby appoints the owner as its Attorney-In-Fact to execute and deliver such certificate for and on behalf of the Tenant. 22.2 Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate, including those set forth on Exhibit D hereto. Landlord reserves the right from time to time to make all reasonable 016 S Main) 17 modifications to said rules. The additions and modifications to those rules shall be binding upon Tenant upon delivery of a-copy of them to Tenant. Landlord shall not be responsible to Tenant for the nonperformance of any said rules by any other tenants or occupants. 22.3 Holding Over. If Tenant remains in possession of the Premises or any portion thereof after the expiration of the term hereof, with the express written consent of Landlord, such occupancy shall be a tenancy from month-to-month at a rental in the amount of one hundred fifty percent (150%) of the last monthly Rent, plus all other charges payable hereunder, and upon all the terms hereof applicable to a month-to-month tenancy. 22.4 Surrender of Premises. Tenant shall upon the expiration or sooner tennination of this Lease hereof surrender the Premises to Landlord in good condition, and broom clean, ordinary wear and tear and damage from causes beyond the reasonable control of Tenant excepted. 22.5 Waiver. The waiver by Landlord of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of the acceptance of such rent. 22.6 Limitation of Landlord Liability. In no event shall Landlord be liable to Tenant for any failure of any other tenant in the Building to operate its business. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agree, such agreement being a primary consideration for the execution of this Lease by Landlord, that there shall be absolutely no personal liability on the part of Landlord, any member, manager, partner, shareholder, officer or director of Landlord, their successors, assigns legal representatives, heirs or any mortgagee in possession (for the purposes of this paragraph only collectively referred to as "Landlord") with respect to any of the terms, covenants and conditions of this Lease, and that Tenant shall look solely to the equity of Landlord in the Building and Property for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, such exculpation of liability to be absolute and without any exception whatsoever. 22.7 Notices. All notices, consents and demands which may or are to be required or permitted to be given by either party to the other hereunder shall be in writing and be deemed given three (3) days after mailing, if mailed by registered or certified mail, or one (1) day after mailing, if sent by nationally recognized overnight courier. The customary receipt shall be conclusive evidence of service, and notices shall be effective as of the date of mailing thereof. All notices and demands shall be addressed to Tenant at the Premises, or to such other place as Tenant may from time to time designate in a notice to Landlord. All notices and demands by Tenant to Landlord shall be sent by United States Mail, postage prepaid, addressed to Landlord at the address indicated on the Lease Summary Page, or to such other person or place as Landlord may from time to time designate in a notice to Tenant. (016s 18 22.8 Recording. Either party shall, upon written request of the other, promptly execute, acknowledge and deliver to the other, a short-form lease or notice or memorandum of lease for recording purposes; and all costs and expenses related to the preparation and recording of such instrument shall be borne by the requesting party. 22.9 Joint Obligation. If there is more than one Tenant, the obligations hereunder imposed upon Tenants shall be joint and several. 22.10 Marginal Headings. The marginal headings and Article titles to the Articles of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. 22.11 Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. 22.12 Successors and Assigns. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. 22.13 Quiet Possession. Upon Tenant paying the rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all the provisions of this Lease. 22.14 Interest on Past-Due Obligations. Any amount due to Landlord not paid when due shall bear interest at one and one-half percent (1 1/2%) per month from the date when due until paid. Payment of such interest shall not excuse or cure any default by Tenant under this Lease. 22.15 Late Charge. Tenant shall pay to Landlord with each delinquent payment, in addition to any interest due as provided herein, a monthly collection service charge for any payment due to Landlord hereunder which is delinquent five (5) days or longer, said charge being equal to five percent (5%) of the amount of the delinquent payment. Payment of such late charge shall not excuse or cure any default by Tenant under this Lease. 22.16 Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall he effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. This Lease shall not be effective or binding on any party until fully executed by both parties hereto. 22.17 No Construction Against Preparer of Lease. Tenant and Landlord believe that this Lease is the product of their efforts, that it expresses their agreement, and that it should not be interpreted in favor of either Tenant or Landlord or against either Tenant or Landlord merely because of their efforts in preparing it. (916 S.MaiN 1 9 22.18 Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover all costs and expenses including the fees of its attorneys in such action or proceeding in such amount as the court may adjudge reasonable as attorneys' fees. 22.19 Sale of Premises by Landlord. In the event of any sale of the Building, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of Landlord under this Lease. 22.20 Subordination, Attorment. Tenant covenants and agrees that this Lease and Tenant's interest in the Premises shall be junior and subordinate to any mortgage or deed of trust now or hereafter encumbering the Property. In the event of a foreclosure of any such mortgage or deed of trust, Tenant shall attom to the party acquiring title to the Property as the result of such foreclosure. No act or further agreement by Tenant shall be necessary to establish the subordination of this Lease to any such mortgage or deed of trust, which is self-executing, but Tenant covenants and agrees, upon request to Landlord, to promptly execute such documents as may be necessary or appropriate to confirm and establish this Lease as subordinate to any such mortgage or deed of trust in accordance with the foregoing provisions, including, without limitation, the form of Subordination, Non-Disturbance and Attomment Agreement attached hereto as Exhibit B. If Tenant fails to execute any documents required to be executed by Tenant under the provisions hereof, Tenant hereby makes, constitutes and irrevocably appoints Landlord as Tenant's attorney in fact and in Tenant's name, place and stead to execute any such document. In the event Tenant requests any changes or revisions to any such document or agreement or fails to execute and deliver to Landlord such documents or agreements within ten (10) days of Landlord's request, Tenant shall pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord incurred in connection with the negotiation, drafting, and revision thereof, including attorneys' fees. 22.21 Name. Tenant shall not use the name of the Building or of the development in which the Building is situated for any purpose other than as an address of the business to be conducted by Tenant in the Premises. 22.22 Severability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provision shall remain in full force and effect. 22.23 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 22.24 Choice of Law; Venue. This Lease shall be governed by the laws of the State of Colorado. Any action or proceeding hereunder shall be brought in the County or District Courts of the Judicial District in which the Building is located in Colorado, and the parties irrevocably (916 S.Mainz 20 consent to the personal jurisdiction of such courts, and waive any rights to alter or change venue, including by removal. 22.25 Signs. Tenant shall not place any sign upon the Premises or Building without Landlord's prior written consent which may be withheld in Landlord's sole discretion. Tenant shall be responsible to pay for Tenant's sign in the monument sign provided in a location designated by Landlord. 22.26 Brokers. Tenant warrants that it has had no dealings with any real estate brokers or agents in connection with the negotiation of this Lease except as stated on the Lease Summary Page and it knows of no other real estate broker or agent who is entitled to a commission in connection with this Lease. No representation or recommendation is made by the real estate broker or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this Lease, or the transactions relating thereto. 22.27 Parking. All parking is unassigned for Tenant and its employees. ARTICLE 23 ADDITIONAL PROVISIONS 23.1 Right of First Refusal on Additional Space. If so indicated on the Lease Summary Page, this provision shall be applicable; otherwise it shall be of no force or effect. The parties acknowledge that Tenant anticipates needing more space in the future. Tenant shall have the first option, should Landlord make the space available for leasing, to lease a portion of Unit 101, known as 101B of the Building comprised of approximately 724 rentable square feet. After giving Tenant notice of availability, Tenant shall have thirty (30) days to give notice of exercise of its option. The lease for such additional space shall be upon the same terms, covenants and conditions as provided in this Lease. 23.2 Tenant Finish. N/A 23.3 Option(s) To Extend. N/A IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. LANDLORD TENANT Weld County Jorgensen, Brownell & Pepin, P.C. sr �� / i By: C U ( f Title 016 S.main) 21 7 . . STATE OF COLORADO ) )ss. COUNTY OF (, ai ) foreg i ' trument was ackn edge befo a me this day o , `2012-by ,I e'L, as t o 4 // ire. , ACYf ( Witness my hand and official seal. ,4-'",&..t. C.,s;. aliri ....e, Notary Public ��9/6 I E'4RaaRA R My commission expires: GCCh+ROD \-\. .........••••�o t 'N. -ECOLU STATE OF COLORADO ) tei )ss. COUNTY OFW ) re i in m t w wled d b re met ' d o , 212;b f /11.1{-- Witness my hand and official seal. i - �� ....../0\ of u lic BARaARA R My commission expires: 601/45-- i vF t U (916 S.Main) 22 Unified Title Company of Northern Colorado, LLC 3690 West 10th Street, 2nd Floor Greeley, CO 80634 PHONE: 970-356-3551 FAX: 970-356-2063 PURCHASERS SETTLEMENT STATEMENT CASE NO.: 739411Th Sit I TLEMFN I DATE: December 15,2014 DATE OF PRORA LION: December 15,2014 PROPERTY ADDRESS: 912 10th Street Greeley,CO 80631 SELLER: Jorgensen,Brownell &Pepin P.C.,a PURCI IASER: County of Weld,a body corporate and politic Colorado corporation of the State of Colorado LEGAI. DPSCRIPIION: W30'N100' Lot 4, Block 76,Greeley City,County of Weld,State of Colorado. DESCRIPTION DEBIT CREDIT Deposit or earnest money $10,000.00 County Property Taxes I/I/2014 thru 12/14/2014 $4,235.06 Contract Sales Price S250,000.00 Commission Paid at Settlement to Wheeler Management Group S7,500.00 Commission Paid at Settlement S7,500.00 Settlement or closing fee to Unified Title Co. of Northern Colorado(Greeley) $150.00 Notary fees to Unified Title Co. of Northern Colorado (Greeley) $10.00 Tax Certificate to Unified Title Co. of Northern Colorado(Greeley) $25.00 Recording Fees to Weld County Treasurer $16.00 State tax/stamps to eTRCO, LLC $25.00 Sub-totals $257,726.00 $14,235.06 Balance Due From Purchaser $243,490.94 TOTALS $257,726.00 $257,726.00 APPROVED AND ACCEPTED Sales or use taxes on personal property not included UNIFIED TITLE COMPANY OF NORTHERN COLORADO, LLC assumes no responsibility for the adjustment of special taxes or assessments unless they are shown on the Treasurer's Certificate of Taxes Due. The condition of title to the property is to be determined by reference to the title evidence provided by Seller or by personal investigation. The above statement of settlement is approved as of the settlement date shown above and Escrow Holder is hereby authorized to disburse as Trustee funds as indicated. Purchaser Wheeler Management Group County of Weld, a body corporate and politic of the State of Colorado Broker/Agent . _.� / Ron Ronde' ego/id Barbara Kirk eyer Chair, Pro Tem Closing Agent For Weld County Board of County Commissioners Unified Title Company of Northern Colorado, LLC Unified Title Company of Northern Colorado, LLC Compliance Agreement PURCHASER: County of Weld, a body corporate and politic of the State of Colorado SELLER: Jorgensen, Brownell& Pepin P.C.,a Colorado corporation FILE NO: 7394UTG PROPERTY ADDRESS: 912 10th Street,Greeley CO 80631 LEGAL: That part of the North 100 feet of Lot 4, lying West of the East 20 feet, Block 76, City of Greeley, County of Weld, State of Colorado. It is expressly agreed and understood between the undersigned parties that Unified Title Company of Northern Colorado, LLC is acting as Closing Agent in the above referenced transaction and shall in no way be liable as to the accuracy or completeness of any Payoff Statement and/or Assumption Statement that has been provided to said Company for the purposes of closing this transaction. Unified Title Company of Northern Colorado, LLC has acted in good faith in compiling the data and information as set forth on the applicable Settlement Statement(s). The undersigned agree that any additional funds due and payable after closing will be immediately paid by the responsible party (s). The undersigned further agree that in the event any of the documents required in this closing misstate or inaccurately reflect the true and correct terms and provisions thereof, and said misstatement or inaccuracy is due to a unilateral mistake on the part of Unified Title Company of Northern Colorado,LLC mutual mistake on the part of the undersigned and Unified Title Company of Northern Colorado,LLC or clerical error, then in such event the undersigned shall upon request by Unified Title Company of Northern Colorado,LLC and in order to correct such misstatement or inaccuracy, execute such new documents or initial such corrected original documents as Unified Title Company of Northern Colorado,LLC may deem necessary to remedy said inaccuracy or mistake. IN WITNESS WHEREOF,the party(s) has/have executed this Agreement this 15th day of December,2014 Buyers: Contact Phone#: Sellers: Contact Phone#: Email Address: Email Address: County of Weld, a body corporate and politic of the State of Jorgensen, Brownell & Pepin P.C.,a Colorado corporation Colorado ' ''_ A '`— y�� B a d L.Jorgensen, VicpPresident 4bara Ki kmeyer / tS Chair, Pro Tern For Weld County Board of County Commissioners STATE OF: Colorado COUNTY OF: The foregoing instrument was acknowledged before me thisDecember 15,2014 by Gerald L. Jorgensen as Vice President for Jorgensen, Brownell & Pepin P.C.,a Colorado corporation. Witness my hand and official seal. My Commission Expires: Notary Public STATE OF: Colorado COUNTY OF: The foregoing instrument was acknowledged before me thisDecember 15,2014 by Barbara Kirkmeyer as Chair, Pro Tem for Weld County Board of County Commissioners for County of Weld,a body corporate and politic of the State of Colorado. Witness my hand and official seal. My Commission Expires: Notary Public Unified Title Company of Northern Colorado, LLC 3690 West 10th Street, 2nd Floor,Greeley, CO 80634 Phone: 970-356-3551 Fax: 970-356-2063 REAL ESTATE TAX, WATER, ASSESSMENT, AND HOA AGREEMENT Date: 12/15/2014 File No.: 7394UTG Property: 912 10th Street,Greeley,CO 80631 I. TAXES:The basis of the tax proration is as follows: ()The previous year's taxes in the amount of (X)An estimate of taxes for the current year: 0 Total assessed value: ()Mill Levy 0 Total Estimated Taxes:$4,441.95 ()Other SUCH PRORATION SHALL BE CONSIDERED A FINAL SETTLEMENT UNLESS OTHERWISE AGREED IN WRITING BY BUYER AND SELLER. IF THE PRORATION IS NOT FINAL SETTLEMENT, THE BUYER(S) AND SELLER(S) HEREBY AGREE THAT THEY ASSUME FULL RESPONSIBILITY FOR PURSUING AND EFFECTING THE ADJUSTMENT, AND Unified Title Company of Northern Colorado,LLC SHALL HAVE NO RESPONSIBILITY IN REGARD THERETO. The above figures were obtained by telephone from the County Treasurer's and/or Assessor's office. UNIFIED TITLE COMPANY OF NORTHERN COLORADO, LLC is released from any and all liability in the event the County misquoted the assessment and/or mill levy figures. Any further adjustments shall be made solely between the Buyer(s) and Seller(s), if necessary, and will not make or be responsible for this re- adjustment or any liability connection therewith. UNIFIED TITLE COMPANY OF NORTHERN COLORADO,LLC assumes no responsibility for pursuing and effectuating any readjustments and is released from any and all responsibility for said readjustments. UNIFIED TITLE COMPANY OF NORTHERN COLORADO, LLC assumes no responsibility for the adjustment of special assessments, taxes, or for the exception of said items in the conveyance, unless they are shown on the County Treasurer's Certificate of Taxes Due. Seller(s) hereby warrants that special assessments affecting subject property, including but not limited to Homeowner's Association dues or assessments, are paid in fill,except as reflected on the statement of settlement. II. WATER / SEWER: The Seller (s) and Buyer(s) of the property fully understand that the Telephone Company, Gas Company, Electric Company,and the present Hazard Insurance Agency WILL NOT BE NOTIFIED BY THE ESCROW AGENT. PER VERBAL INFORMATION FROM: City of Greeley () Escrow Agent has withheld from the seller's proceeds to pay the final billing for any water and/or sewer charges.Funds withheld in excess of the amount due on the final statement shall be returned to the seller. In the event the final bill exceeds the escrowed amount, any additional charges are the responsibility of the seller and/or buyer. ()Water and sewer is paid in the HOA dues. ( )Escrow Agent has not prorated for water and sewer.Any adjustments required will be made between buyer(s)and seller(s)and are not a part of the closing. III. HOMEOWNER'S/CONDOMINIUM ASSOCIATION: (X)Not Applicable ()The homeowner's or condominium association has provided verbal or written information to the Escrow Agent,and has indicated that for the current assessable period,the assessment of ()has()has not been paid. The assessment()has()has not been prorated between the buyer(s)and seller(s). If applicable,any working capital/transfer fees/statement fees have also been collected per the HOA statement and purchase contract. Buyer(s) and seller(s) have reviewed the above referenced I-IOA information and hereby agree that it represents a complete and accurate list of associations / sub associations for the above referenced property. Unified Title Company of Northern Colorado, LLC is hereby released of any liability with regard to any associations/sub associations not listed above. CLOSING DATE: December 15,2014 Jorgensen,Brownell& Pepin P.C.,a Colorado corporation County of Weld,a body corporate and politic of the State t/// of Colorado By: cr Id L.Jorgensen,2e e President .-� y: Barbara Kirkmwer / Chair,Pro Tem For Weld County Board of County Commissioners Seller(s) Forwarding Address: Buyer(s)Forwarding Address: Certificate Of Taxes Due Account Number R2825586 Certificate Number 100581 Parcel 096105334010 Order Number Assessed To Vendor ID 91 JORGENSEN BROWNELL&PEPIN PC UNIFIED TITLE GREELEY 701 3 AV 3690 W 10TH ST 2ND FLOOR LONGMONT,CO 80501-5926 GREELEY,CO 80634 Legal Description Situs Address GR 5193 W30'N100'L4 BLK76 912 10 ST GREELEY 000000000 Year Tax Interest Fees Payments Balance Tax Charge 2013 $4,441.95 $88.84 $0.00 ($4,530.79) $0.00 Total Tax Charge $0.00 Grand Total Due as of 11/06/2014 $0.00 Tax Billed at 2013 Rates for Tax Area 2689-2689 Authority Mill Levy Amount Values Actual Assessed WELD COUNTY 16.8040000* $912.30 OFFICES-LAND $10,500 $3,050 SCHOOL DIST#6 38.1750000 $2,072.52 OFFICES- $176,700 $51,240 NORTHERN COLORADO WATER(NC 1.0000000 $54.29 IMPROVEMENTS GREELEY CITY 11.2740000 $612.06 Total 5187,200 $54,290 AIMS JUNIOR COLLEGE 6.3020000 $342.13 DOWNTOWN DEVELOPMENT AUTHOR 5.0000000 $271.45 HIGH PLAINS LIBRARY 3.2640000 $177.20 Taxes Billed 2013 81.8190000 $4,441.95 "Credit Levy WARNING-THIS TAX CERTIFICATE DOES NOT WARRANT ANY TAXES OWED ON UNDERLYING ACCOUNTS OR PARENT OR CHILD ACCOUNTS. ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-SEPTEMBER 1,REAL PROPERTY- SEPTEMBER 1. TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIERS CHECK. SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISIONERS, THE COUNTY CLERK,OR THE COUNTY ASSESSOR. This certificate does not include land or improvements assessed under a separate account number,personal property taxes,transfer tax or misc.tax collected on behalf of other entities,special or local improvement district assessments or mobile homes,unless specifically mentioned. I,the undersigned,do hereby certify that the entire amount of taxes due upon the above described parcels of real property and all outstanding sales for unpaid taxes as shown by the records in my office from which the same may still be redeemed with the amount required for redemption are as noted herein. In witness whereof,I have hereunto set my hand and seal. TREASURER,WELD COUNTY,John R.Lefebvre,Jr. _ 1400 N. 17th Avenue Greeley,CO 80631 Nov 6, 2014 2:44:32 PM Page 1 of 1 Aksamitowski, Beth From: Becky Schmidt <Becky.Schmidt@Greeleygov.com> on behalf of utility Billing <utility.Billing@Greeleygov.com> Sent: Thursday, December 11, 2014 2:33 PM To: Aksamitowski, Beth Subject: RE: Final Water Greeley- 912 10th Street Attachments: transfer of ownership.doc Please return transfer of ownership at closing, thank you! Unified Title Company 3690 W. 10th Street Greeley, Co 80634 PHONE # 970-356-3551 & FAX # 970-356-2063 FINAL WATER REQUEST Property Address: 912 10th Street Seller: Jorgensen, Brownell, Pepin P.C. Purchaser: County of Weld, a body Corporate and politic of the State of Colorado Billing Address (If other than Property Address) Meter Reading Date: December 11, 2014 Closing Date: December 15, 2014 Contact: Beth Aksamitowski (beth@unifiedtitle.com) Send Request to: utility.billing@greeleygov.com i "If this property is a non-residential property, and was developed after 1988, it may be subject to the raw water surcharge as stated in Paragraph C, Section 14.24.100, of the Greeley Municipal Code. The raw water surcharge, if applicable, will be calculated for a calendar year and billed in the following year for any water consumption that is in excess of the annual allotment for the property." Account #: 004-763586-01 Amount Due: $42.82 Billing Clerk: Rebecca Phone #: 970-350-9721 Rebecca-Schmidt Utility 8 2112-g Finance/Dept City of6reeley 970-350-9722 Imcky dclunait ogreeleygm'corm From: Aksamitowski, Beth [mailto:Beth@unifiedtitle.com] Sent: Tuesday, December 09, 2014 10:20 AM To: utility Billing Subject: Final Water Greeley - 912 10th Street Thank you!! rp 1 nlifiec 1 .- { ivitv Beth Aksamitowski Escrow Assistant Office:970-356-3551 Fax:970-356-2063 beth@unifiedtitle.com I www.unifiedtitle.com 3690 W. 10th Street,god Floor I Greeley,CO 80634 Excellence in Work, Integrity in Everything 2 City of7.--- � \ GrecicyColorado Great.From the Ground Up. Utility Billing Department Title Co.: Unified Title Company utility.billing(agreeleygov.com Contact Name: Barb Coonrod Phone: (970) 350-9260 Email: bcoonrod@unifiedtitle.com Fax: (970) 350-9736 Phone: 970-356-3551 Service Address: 912 10"' Street TRANSFER OF OWNERSHIP ***Completed Document Must Be Emailed or Faxed Immediately After Closing*** Seller Information Name(s): Jorgensen, Brownell, Pepin, PC Forwarding Address: Phone: Signature(s): (Of—. Buyer Information Name(s): County of Weld,a body Corporate and politic of the State of Colorado Mailing Address: Phone: Driver's License/I.D. Number(s): / Signatures) lq j /, As a representative of the Title Company listed above, I certify that the driver's license/I.D. number(s) and identities of the buyers have been verified by our office. We understand that services will not be transferred to buyer until this completed document is received by the City of Greeley. Signature: Title: Closing Agent Printed Name: Barb Coonrod Date: Finance-Financial Services • 1000 10th Street, Greeley, CO 80631 • (970) 350-9731 We promise to preserve and improve the quality of life for Greeley through timely, courteous and cost-effective service. ORDER NUMBER: 7394UTG Agents for Westcor Land Title Insurance Company AFFIDAVIT AND AGREEMENT STATE OF Colorado COUNTY OF Weld The undersigned, being the seller(s) or purchaser(s) of the real property described in Paragraph 9 hereof, and being duly sworn upon oath, depose(s) and say(s): 1. The representations, covenants and agreements contained herein are made to induce Unified Title Company of Northern Colorado, LLC and to authorize its title insurance policies to be issued covering the real property described in Paragraph 9 hereof, with full knowledge and intent that such representations, covenants and agreements be relied upon. 2. No construction or repair of improvements on or in the real property described in Paragraph 9 hereof has been commenced or contracted for which has not been fully completed and fully paid for more than four full months prior to the execution hereof, except as described in Paragraph 8. 3. No claims have been made to Affiant(s) or to any other person within the knowledge of Affiant(s) on account of work done or materials furnished to the real property described in Paragraph 9 hereof, except as described in Paragraph 8 hereof. 4. Affiant(s) know(s) of no violation of any restrictive protective covenants or governmental restrictions relating to the real property described in Paragraph 9 hereof, and Affiant(s) know(s) of no encroachment of improvements onto any adjoining real property or encroachment of improvements from any adjoining real property onto the real property described in Paragraph 9 hereof, except as described in Paragraph 8. 5. Affiant(s) know(s) of no parties in possession of or claiming possessors' rights pertaining to the real property described in Paragraph 9 hereof other than Affiant(s), except as described in Paragraph 8 hereof. 6. Affiant(s) know(s) of no outstanding sale contract conditional sale contract, security agreements, or financing statements, as to the real property described in Paragraph 9 hereof, except as described in Paragraph 8 hereof. 7. Affiant(s) covenant(s) and agree(s) to indemnify and hold harmless Unified Title Company of Northern Colorado, LLC, from any loss or damage which would not have occurred if the representations contained herein had been true and if the covenants and agreements contained herein had been fully performed. 8. All exceptions relating to Paragraphs 2, 3, 4, 5, and 6 hereof are as follows: NO EXCEPTIONS 9. The real property to which this affidavit and agreement relates is located in the State of Colorado and is described as follows: That part of the North 100 feet of Lot 4, lying West of the East 20 feet, Block 76, City of Greeley, County of Weld, State of Colorado. Property Address: 912 10th Street,Greeley,CO 80631 Jorgensen, Brownell& Pepin P.C.,a Colorado corporation County of Weld,a body corporate and politic of the State of Colorado By: GtiId L. Jorgensen,WyPresident By: Barbara Kirk eyer Chair, Pro Tern For Weld County Board of County Commissioners State of Colorado County of Weld The foregoing instrument was subscribed and sworn to before me this December 15, 2014,byGerald L. Jorgensen as Vice President for Jorgensen, Brownell & Pepin P.C.,a Colorado corporation. My Commission expires: Witness my hand and official seal. Notary Public State of Colorado County of Weld The foregoing instrument was subscribed and sworn to before me this December 15,2014, byBarbara Kirkmeyer as Chair,Pro Tern for Weld County Board of County Commissioners for County of Weld,a body corporate and politic of the State of Colorado. My Commission expires: Witness my hand and official seal. Notary Public • • - - Record cally ID County Thtte Date WARRANTY DEED THIS DEED,made this 15th day of December,2014,between Jorgensen,Brownell& Pepin P.C., a Colorado corporation of the County of Weld and State of Colorado, grantor(s), and County of Weld,a body corporate and politic of the State of Colorado S if f7 ,e"' t'6' 0�� whose legal address is / of the County of Weld and State of Colorado,grantees: WITNESS, that the grantor(s), for and in consideration of the sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00), 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 Severalty, all the real property, together with improvements, if any,situate, lying and being in the County ofWeld and State of Colorado,described as follows: That part of the North 100 feet of Lot 4,lying West of the East 20 feet,Block 76,City of Greeley, County of Weld,State of Colorado. also known by street and number as: 912 10th Street,Greeley,CO 80631 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. Jorgensen,Brownell& Pepin P.C.,a Colorado corporation B Id L.Jorgensen,Vi�ePresident (air State of Colorado / } I I ' } ss. County Of 0 } f� The foregoi instrument was acknowledged before me thisDecember 15,2014, by Gerald L.Jorgensen as Wee. President for Jorgensen, Brownell&Pepin P.C,a Colored oration �!w My Co issio �expires: Wi the y hen �nd na o fici. se. Notary ublic Doc Fee: $25.00 Buyers Forwarding Address for Recorded documents`is: Borrower Address . . WARRANTY DEED File# 7394UTG agnit' 3y3B 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. 912 10th Street,Greeley,CO 80631 W30'N100' Lot 4, Block 76,Greeley City, County of Weld, State of Colorado. 2. of property purchased:LSingle Family Residential ❑Townhome ['Condominium DMulti-Unit Res Tycommercial Dndustrial ['Agricultural ❑[Mixed Use ❑Vacant Land ['Other 3. Date of closing: December 15 2014 Month Day Year Date of contract if different than date of closing: October 14,2014 Month,Day,Year • 4. Total Sales Price: including all real and personal property. $250,000.00 5. Was any personal property included in the transaction?Personal property would include, but is not limited to, carpeting, draperies, free standing appliances, eggipment„inventory, furniture. If the personal property is not listed,t e ntire purchase price will be assumed to be for the real property as per 39-13-102, C.R.S. ❑Yes 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 prox m to value of the goods or services as of the date of closing. (es o If yes, approximate value $ If yes,$dogbs this transaction involve a trade under IRS Code Section 1031` Yes ['No 7. Wa 100% interest in the real property purchased? Mark "no" if only a partial interest is being purchased. es ❑No If no, interest purchased 8. Is this a transaction among related parties?Indicate whether the buyer or seller are related. Related parties include e ons within the same family, business affiliates, or affiliated corporations. ❑YesTo 9. Check an of the followst g that apply to the condition of the improvements at the time of purchase. [New (Excellent Good DAverage ['Fair OPoor ['Salvage. 4 If the property is financed, please complete the follow'ng. 10. Total amount financed. $0.00 11. Type of financing: (Check all that apply) ❑New ['Assumed [Seller ❑Third Party ['Combination; Explain 12. Terms: ['Variable; Starting interes rate ❑Fixed; Interest rate % ❑Length of time years ❑Balloon payment es DIo. If yes, amount Due Date 13. Please explain any ecial terms, seller concessions, or financing and any other information that would help the assessor unde tand the terms of sale. For properties other than residential (Residential is defined as: single ily detached, townhomes, apartments and condominiums)please complete questions 14-16 if applicab . therwise, skip to#17 to complete. 14. Did the purchase price include a franchise or licen ee?❑Yes DNo If yes, franchise or license fee value$ 15. Did the purchase price involve an inst ent land contract?❑yes [No If yes, date of contract 16. If this was a vacant land e, was an on-site inspection of the property conducted by the buyer prior to the closing? ['Yes ❑No Remarks: P se include any additional information concerning the sale you may feel is important. 17. Signed this 15 day of December , 2014 . Enter the day, month, and year, have at least one of the parties to the transaction sign the document, and in n^ude//an address d a daytime phone number. Please designate buyer or seller. ��idil t- Signature of Gr ntee(Bu er or Grantor(Seller) ❑ 18. All future correspondence(tax bills, property valuations, etc.) regarding this property should be mailed to: //o5- fi Add s marlin l 0(05R- Daytime Phone Ci State and Zip de�J RESOLUTION RE: APPROVE CONTRACT TO BUY AND SELL REAL ESTATE (912 10TH STREET) FROM JORGENSEN, BROWNWELL AND PEPIN, P.C., ACCEPT COUNTERPROPOSAL, AND AUTHORIZE CHAIR PRO-TEM TO SIGN ALL NECESSARY DOCUMENTS WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract to Buy and Sell Real Estate (Commercial) and a Counterproposal between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Jorgensen, Brownwell and Pepin, P.C., 916 10th Street, Greeley, Colorado 80631, and Commission Agreement from selling brokers, Wheeler Management Group, Inc; for real estate, being more particularly described as follows: 912 10th Street, Greeley, Colorado 80631, being further described as GR 5193 W30' N100' L4 BLK76, City of Greeley, Weld County, Colorado, and WHEREAS, after review, the Board deems it advisable to approve the Real Estate Contract, accept the terms of the Counterproposal, and approve the Commission Agreement the copies of which are attached hereto and incorporated herein by reference, and authorize the Chair Pro-Tem to sign all necessary documents to complete the closing for said purchase. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract to Buy and Sell Real Estate (Commercial) and associated Counterproposal between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Jorgensen, Brownwell and Pepin, P.C., and Commission Agreement from selling brokers, Wheeler Management Group, Inc., be, and hereby are, approved and accepted. BE IT FURTHER RESOLVED by the Board that the Chair Pro-Tem be, and hereby is, authorized to sign any necessary documents to complete the closing for said purchase. 2014-3438 PR0034 CONTRACT TO BUY AND SELL/COUNTERPROPOSAL (912 10TH STREET)-JORGENSEN, BROWNWELL AND PEPIN, P.C. PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 3rd day of November, A.D., 2014. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Ch G1adds:a EXCUSED UU �CLLDouglas Rademacher, hair Weld County Clerk to the Board I / ° • �•.ara Kirkmeyer, Pr -Tern B 1 $ i • ( �.►�� (; nrb� S♦ _ D- .f ty Clerk to he Boa ) :; _ � . 'w : n P. Conway RO FORM: '� t Mi e Fr an ounty Attorney William F. Garcia Date of signature: "its) 2014-3438 PR0034 Dui 1861 CLERK TO THE BOARD pla=min (970) 336-7215, E0242 =� FAX:X: (9(970) 352-52-0242 1150 O STREET P.O. BOX 758 G O U N Y GREELEY, COLORADO 80632 STATE OF COLORADO ) ss COUNTY OF WELD ) I, Esther E. Gesick, Clerk to the Board of County Commissioners, in and for the County of Weld, State of Colorado, do hereby certify that the attached copy of Resolution #2014-3438, dated November 3, 2014, is a duplicate of the original Resolution on file in the Weld County Clerk to the Board's office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County at Greeley, Colorado, this 6th day of November, 2014. %CLERK TO THE BOARD 1 1861 ,z1m#-. . St '' - .4,� Wheeler Management Group 1130 38th Avenue,Suite B Greel ey,CO 8 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. 2 I (CBS3-8-13)(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 CONTRACT TO BUY AND SELL REAL ESTATE 8 (COMMERCIAL) 9 (E Property with No Residences) 10 (❑ Property with Residences—Residential Addendum Attached) 1I 12 Date: October 14, 2014 13 AGREEMENT 14 1. AGREEMENT. Buyer,identified in§2.1,agrees to buy,and Seller,identified in§2.3,agrees to sell,the Property 15 described below on the terms and conditions set forth in this contract(Contract). 16 2. PARTIES AND PROPERTY. 17 2.1. Buyer. Buyer,Weld County Colorado,will take title to the Property 18 described below as ❑ Joint Tenants 0 Tenants In Common ® Other 19 2.2. Assignability and Inurement. This Contract ❑X Is 0 Is Not assignable by Buyer without Seller's prior written 20 consent.Except as so restricted,this Contract inures to the benefit of and is binding upon the heirs,personal representatives, 21 successors and assigns of the parties. 22 23. Seller. Seller,Jorgensen, Brownell & Pepin PC,is the current owner of the 23 Property described below. 24 2.4. Property. The Property is the following legally described real estate in the County of Weld,Colorado: 25 GB 5193 W30' N100' L4 BLH76, approximately 2,400 SF 26 27 28 912 10th Street Greeley Co 80631 29 known as No. Street Address City State Zip 30 31 together with the interests,easements,rights,benefits,improvements and attached fixtures appurtenant thereto,and all interest of 32 Seller in vacated streets and alleys adjacent thereto,except as herein excluded(Property). 33 25. Inclusions. The Purchase Price includes the following items(Inclusions): 34 2.5.1. Fixtures. If attached to the Property on the date of this Contract,the following items are included unless 35 excluded under Exclusions(§2.6): lighting,heating,plumbing,ventilating and air conditioning fixtures,inside telephone,network 36 and coaxial(cable)wiring and connecting blocks/jacks,floor coverings,intercom systems,sprinkler systems and controls,garage 37 door openers including N/A remote controls. 38 Other Fixtures: N/A 39 40 41 If any fixtures are attached to the Property after the date of this Contract,such additional fixtures are also included in the Purchase 42 Price. 43 2.5.2. Personal Property. If on the Property,whether attached or not,on the date of this Contract,the following 44 items are included unless excluded under Exclusions(§2.6): storm windows,storm doors,window and porch shades,awnings, 45 blinds,screens,window coverings,curtain rods,drapery rods,heating stoves,storage sheds and all keys.If checked,the following 46 are included: 0 Water Softeners ❑ Smoke/Fire Detectors ❑ Carbon Monoxide Alarms ❑ Security Systems 47 ❑ Satellite Systems(including satellite dishes). CBS3-S-13.CONTRACT TO BUY AND SELL,REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 1 of 17 Buyer Initials Seiler initials o?o/y-3938 t 48 Other Personal Property:N/A 49 50 51 The Personal Property to be conveyed at Closing must be conveyed by Seller free and clear of all taxes(except 52 personal property taxes for the year of Closing),liens and encumbrances,except N/A. 53 Conveyance will be by bill of sale or other applicable legal instrument. 54 253. Trade Fixtures. With respect to trade fixtures,Seller and Buyer agree as follows: 55 N/A 56 57 The Trade Fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes(except personal 58 property taxes for the year of Closing),liens and encumbrances,except N/A.Conveyance 59 will be by bill of sale or other applicable legal instrument. 60 25.4. Parking and Storage Facilities. X Use Only O Ownership of the following parking facilities: 61 Street parking,and 0 Use Only ❑X Ownership of the following storage facilities:All on Premises. 62 2.6. Exclusions. The following items are excluded(Exclusions): 63 Owner's personal property 64 2.7. Water Rights,Well Rights,Water and Sewer lips. 65 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 66 N/A 67 68 Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing. 69 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in§§2.7.1,2.7.3, 70 2.7.4 and 2.7.5,will be transferred to Buyer at Closing: 71 N/A 72 73 ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that 74 if the well to be transferred is a"Small Capacity Well"or a"Domestic Exempt Water Well"used for ordinary household purposes, 75 Buyer must,prior to or at Closing,complete a Change in Ownership form for the well.If an existing well has not been registered 76 with the Colorado Division of Water Resources in the Department of Natural Resources(Division),Buyer must complete a 77 registration of existing well form for the well and pay the cost of registration.If no person will be providing a closing service in 78 connection with the transaction,Buyer must file the form with the Division within sixty days after Closing.The Well Permit#is 79 N/A. 80 0 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 81 N/A 82 83 2.75. Water and Sewer Taps. Note: Buyer is advised to obtain,from the provider,written confirmation of 84 the amount remaining to be paid,if any,time and other restrictions for transfer and use of the taps. 85 86 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to§2.7.2(Other Rights Relating to Water), 87 §2.7.3(Well Rights),or§2.7.4(Water Stock Certificates),Seller agrees to convey such rights to Buyer by executing the 88 applicable legal instrument at Closing. 89 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline ] §4.3 Alternative Earnest Money Deadline 1 day after MEC Title 2 §8.1 Record Title Deadline 5 days after MEC 3 §8.2 Record Title Objection Deadline 30 days after MEC 4 §8.3 Off-Record Title Deadline 5 days after MEC 5 §8.3 Off-Record Title Objection Deadline 30 days after MEC CBS3-8.13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10114/2014 15:50 Page 2 of 17 Buyer initials T)1 Seller initials 6 §8.4 Title Resolution Deadline 35 days after MEC 7 §8.6 Right of First Refusal Deadline N/A Owners'Association 8 §7.3 Association Documents Deadline N/A 9 §7.4 Association Documents Objection Deadline N/A Seller's Property Disclosure 10 § 10.1 Seller's Property Disclosure Deadline 5 days after NEC 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 5 days after MEC 14 §5.3 Disapproval of Buyer's Credit Information Deadline 10 days after NEC 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 15 days after MEC 20 §6.2 Appraisal Objection Deadline 30 days after MEC Survey 21 §9.1 Current Survey Deadline n/a 22 §9.2 Current Survey Objection Deadline n/a 23 §9.3 Current Survey Resolution Deadline n/a Inspection and Due Diligence 24 § 10.2 Inspection Objection Deadline 30 days after MEC 25 § 10.3 Inspection Resolution Deadline 35 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 30 days after MEC 29 § 10.6 Due Diligence Documents Resolution Deadline 35 days after MEC 30 § 10.6 Environmental Inspection Objection Deadline N/A 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 40 days after NEC 36 § 17 Possession Date Day of Closing 37 § 17 Possession Time Time of Closing 38 §28 Acceptance Deadline Date October 28, 2014 39 §28 Acceptance Deadline Time 5:00 pm MDT § 30 Due Diligence Period 30 days from NEC (B) N/A N/A N/A 90 3.1. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies.Any box, 91 blank or line in this Contract left blank or completed with the abbreviation'N/A',or the word"Deleted"means such provision, 92 including any deadline,is not applicable and the corresponding provision of this Contract to which reference is made is deleted. 93 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract. 94 4. PURCHASE PRICE AND TERMS. 95 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: CBS3-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 3 of 17 Buyer initials ✓�` Seller initials • Item No. Reference Item Amount Amount 1 §4.1 Purchase Price $ 250,000.0 2 §4.3 Earnest Money $ 10,000.00 3 §4.5 New Loan $ N/A p 4 §4.6 Assumption Balance $ N/A 5 §4.7 Private Financing $ N/A r 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 ', !! $ 240,000.00 10 TOTAL $ 250,000.00 $ 250,000.00 96 4.2. Seller Concession. Seller,at Closing,will credit,as directed by Buyer,an amount of$N/A to assist I 97 with any or all of the following:Buyer's closing costs(Seller Concession). Seller Concession is in addition to any sum Seller has 98 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate 99 of what is allowed by Buyer's lender as set forth in the Closing Statement at Closing. 100 4.3. Earnest Money. The Earnest Money set forth in this section,in the form of Buyers Business Check,will be payable 101 to and held by Unified Title Company—Greeley, CO—Barb Coonrod—(Earnest Money Holder),in its mist account,on be- half of both Seller and Buyer.The Earnest 102 Money deposit must be tendered,by Buyer,with this Contract unless the parties mutually agree to an Alternative Earnest Money 103 Deadline(§3)for its payment.The parties authorize delivery of the Earnest Money deposit to the company conducting the 104 Closing(Closing Company),if any,at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest 105 Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents,Seller and 106 Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this 107 transaction will be transferred to such fund. 108 43.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money,if other than at the 109 time of tender of this Contract,is as set forth as the Alternative Earnest Money Deadline(§3). 110 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates,Buyer is entitled to 111 the return of Earnest Money as provided in this Contract. if this Contract is terminated as set forth in§25 and,except as provided 112 in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate,Seller agrees to execute 113 and return to Buyer or Broker working with Buyer,written mutual instructions(e.g.,Earnest Money Release form),within three 114 days of Seller's receipt of such form. 115 4.4. Form of Funds;Time of Payment;Available Funds. 116 4.4.1. Good Funds. All amounts payable by the parties at Closing,including any loan proceeds,Cash at Closing 117 and closing costs,must be in funds that comply with all applicable Colorado laws,including electronic transfer funds,certified 118 check,savings and loan teller's check and cashier's check(Good Funds). 119 4.4.2. Time of Payment;Available Funds. All funds,including the Purchase Price to be paid by Buyer,must be 120 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 121 Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer represents that Buyer,as of the date of this 122 Contract, ❑X Does ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 123 stated as Cash at Closing in§4.1. 124 4.5. New Loan. OMITTED AS INAPPLICABLE. 131 4.6. Assumption. OMITTED AS INAPPLICABLE. 144 4.7. Seller or Private Financing. OMITTED AS INAPPLICABLE. 162 TRANSACTION PROVISIONS 163 5. FINANCING CONDITIONS AND OBLIGATIONS. 164 5.1. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans(New 165 Loan),or if an existing loan is not to be released at Closing,Buyer,if required by such lender,must make an application verifiable 166 by such lender,on or before Loan Application Deadline(§ 3)and exercise reasonable efforts to obtain such loan or approval. 167 5.2. Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan,this Contract is conditional 168 upon Buyer determining,in Buyer's sole subjective discretion,whether the New Loan is satisfactory to Buyer,including its CBS3-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 4 of 17 Buyer initials —Par— Seller labials 169 availability,payments,interest rate,terms,conditions,and cost of such New Loan.This condition is for the sole benefit of Buyer. 170 Buyer has the Right to Terminate under§25.1,on or before Loan Objection Deadline(§3),if the New Loan is not satisfactory to 171 Buyer,in Buyer's sole subjective discretion.IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE 172 BUYER'S WRITTEN NOTICE TO TERMINATE,BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE,except 173 as otherwise provided in this Contract(e.g.,Appraisal,Title,Survey). 174 53. Credit Information. If an existing loan is not to be released at Closing,this Contract is conditional(for the sole 175 benefit of Seller)upon Seller's approval of Buyer's financial ability and creditworthiness,which approval will be at Seller's sole 176 subjective discretion.Accordingly: (1)Buyer must supply to Seller by Buyer's Credit Information Deadline(§3),at Buyer's 177 expense,information and documents(including a current credit report)concerning Buyer's financial,employment and credit 178 condition;(2)Buyer consents that Seller may verify Buyer's financial ability and creditworthiness;and(3)any such information 179 and documents received by Seller must be held by Seller in confidence,and not released to others except to protect Seller's interest 180 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 181 §25.1,on or before Closing.If Seller disapproves of Buyer's financial ability or creditworthiness,in Seller's sole subjective 182 discretion,Seller has the light to Terminate under§25.1,on or before Disapproval of Buyer's Credit Information Deadline 183 (§3). 184 5.4. Existing Loan Review. If an existing loan is not to be released at Closing,Seller must deliver copies of the loan 185 documents(including note,deed of trust,and any modifications)to Buyer by Existing Loan Documents Deadline(§3). For the 186 sole benefit of Buyer,this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. 187 Buyer has the Right to Terminate under§25.1,on or before Existing Loan Documents Objection Deadline(§3),based on any 188 unsatisfactory provision of such loan documents,in Buyer's sole subjective discretion.If the lender's approval of a transfer of the 189 Property is required,this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, 190 except as set forth in§4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline(§3),this Contract will 191 terminate on such deadline. Seller has the Right to Terminate under§25.1,on or before Closing,in Seller's sole subjective 192 discretion,if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth 193 in§4.6. 194 6. APPRAISAL PROVISIONS. 195 6.1. Lender Property Requirements. If the lender imposes any requirements or repairs(Requirements)to be made to 196 the Property(e.g.,roof repair,repainting),beyond those matters already agreed to by Seller in this Contract,Seller has the Right to 197 Terminate under§25.1,(notwithstanding§ 10 of this Contract),on or before three days following Seller's receipt of the 198 Requirements,based on any unsatisfactory Requirements,in Seller's sole subjective discretion. Seller's Right to Terminate in this 199 §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 200 regarding the Requirements;or(2)the Requirements have been completed;or(3)the satisfaction of the Requirements is waived in 201 writing by Buyer. 202 6.2. Appraisal Condition. The applicable Appraisal provision set forth below applies to the respective loan type set 203 forth in§4.5.3,or if a cash transaction(i.e. no financing),§6.2.1 applies. 204 6.2.1. Conventional/Other. Buyer has the sole option and election to terminate this Contract if the Property's 205 valuation,determined by an appraiser engaged on behalf of Buyer or Buyer's Attorney,is less than the Purchase Price. 206 The appraisal must be received by Buyer or Buyer's lender on or before Appraisal Deadline(§3).Buyer has the Right to 207 Terminate under§25.1,on or before Appraisal Objection Deadline(§3),if the Property's valuation is less than the Purchase 208 Price and Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the Property's valuation is 209 less than the Purchase Price.This§6.2.1 is for the sole benefit of Buyer. 210 6.3. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract must be timely paid by 211 ❑X Buyer O Seller.The cost of the appraisal may include any or all fees paid to the appraiser,appraisal management company, 212 lender's agent or all three. 213 7. OWNERS'ASSOCIATION.This Section is applicable if the Property is located within a Common Interest 214 Community and subject to such declaration. 215 7.1. Owners'Association Documents. Owners'Association Documents(Association Documents)consist of the 216 following: 217 7.1.1. All Owners'Association declarations,articles of incorporation,bylaws,articles of organization,operating 218 agreements,rules and regulations,party wall agreements; 219 7.1.2. Minutes of most recent annual owners' meeting; 220 7.13. Minutes of any directors'or managers' meetings during the six-month period immediately preceding the 221 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, 222 collectively,Governing Documents);and 223 7.1.4. The most recent financial documents which consist of: (1)annual and most recent balance sheet,(2)annual CBS3-S-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 5 of 17 Buyer initials Seller initials • 224 and most recent income and expenditures statement,(3)annual budget,(4)reserve study,and(5)notice of unpaid assessments,if 225 any(collectively,Financial Documents). 226 7.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 227 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY.THE OWNER 228 OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS'ASSOCIATION FOR THE 229 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 230 ASSOCIATION.THE DECLARATION,BYLAWS,AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 231 OBLIGATIONS UPON THE OWNER OF THE PROPERTY,INCLUDING AN OBLIGATION TO PAY 232 ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES NOT PAY THESE ASSESSMENTS,THE 233 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT.THE 234 DECLARATION,BYLAWS,AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 235 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 236 ASSOCIATION(OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION. 237 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 238 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION.PURCHASERS SHOULD CAREFULLY 239 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 240 THE ASSOCIATION. 241 73. Association Documents to Buyer. 242 ❑ 73.1. Seller to Provide Association Documents. Seller will cause the Association Documents to be provided to 243 Buyer,at Seller's expense,on or before Association Documents Deadline(§3). 244 ❑ 73.2. Seller Authorizes Association. Seller authorizes the Association to provide the Association Documents to 245 Buyer,at Seller's expense. 246 733. Seller's Obligation. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's 247 receipt of the Association Documents,regardless of who provides such documents. 248 Note: If neither box in this§7.3 is checked,the provisions of§7.3.1 apply. 249 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents.Buyer has the Right to 250 Terminate under§25.1,on or before Association Documents Objection Deadline(§3),based on any unsatisfactory provision in 251 any of the Association Documents,in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 252 Association Documents Deadline(§3),Buyer,at Buyer's option,has the Right to Terminate under§25.1 by Buyer's Notice to 253 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 254 the Association Documents,or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 255 Date(§3),Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice 256 to Terminate within such time,Buyer accepts the provisions of the Association Documents as satisfactory,and Buyer waives any 257 Right to Terminate under this provision,notwithstanding the provisions of§8.6(Right of First Refusal or Contract Approval). 258 259 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE. 260 8.1. Evidence of Record Title. 261 ❑D 8.1.1. Seller Selects Title Insurance Company. If this box is checked,Seller will select the title insurance 262 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline(§3),Seller must 263 furnish to Buyer,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the 264 Purchase Price,or if this box is checked, ❑ an Abstract of Title certified to a current date. Seller will cause the tide insurance 265 policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 266 0 8.1.2. Buyer Selects Title Insurance Company. If this box is checked,Buyer will select the title insurance 267 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline(§3),Buyer must 268 furnish to Seller,a current commitment for owner's title insurance policy(Title Commitment),in an amount equal to the Purchase 269 Price. 270 If neither box in§8.1.1 or§8.1.2 is checked,§8.1.1 applies. 271 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment 0 Will Q Will Not commit to delete or 272 insure over the standard exceptions which relate to: (1)parties in possession,(2)unrecorded easements,(3)survey matters,(4) 273 unrecorded mechanics' liens,(5)gap period(effective date of commitment to date deed is recorded),and(6)unpaid taxes, 274 assessments and unredeemed tax sales prior to the year of Closing(OEC).If the title insurance company agrees to provide an 275 endorsement for OEC,any additional premium expense to obtain an endorsement for OEC will be paid by ❑X Buyer ❑ Seller 276 0 One-Half by Buyer and One-Half by Seller ❑ Other N/A. 277 Note:The title insurance company may not agree to delete or insure over any or all of the standard exceptions. 278 8.1.4. Title Documents. Title Documents consist of the following: (1)copies of any plats,declarations, 279 covenants,conditions and restrictions burdening the Property,and(2)copies of any other documents(or,if illegible,summaries of CBS3-S-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 6 of 17 Buyer initials V' _ Seller initials 280 such documents)listed in the schedule of exceptions(Exceptions)in the Title Commitment furnished to Buyer(collectively,Title 281 Documents). 282 8.1.5. Copies of Title Documents. Buyer must receive,on or before Record Title Deadline(§3)copies of all 283 Title Documents.This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the 284 county where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense 285 of the party or parties obligated to pay for the owner's title insurance policy. 286 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 287 portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline(§3). 288 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 289 Title Documents as set forth in§8.4(Right to Object to Title,Resolution)on or before Record Title Objection Deadline(§3). 290 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title,notwithstanding§ 291 13,or any other unsatisfactory title condition,in Buyer's sole subjective discretion.If the Abstract of Title,Title Commitment or 292 Title Documents are not received by Buyer on or before the Record Title Deadline(§3),or if there is an endorsement to the Title 293 Commitment that adds a new Exception to title,a copy of the new Exception to title and the modified Title Commitment will be 294 delivered to Buyer.Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 295 to: (1)any required Title Document not timely received by Buyer,(2)any change to the Abstract of Title,Title Commitment or 296 Title Documents,or(3)any endorsement to the Title Commitment.If Seller receives Buyer's Notice to Terminate or Notice of 297 Title Objection,pursuant to this§8.2(Record Title),any title objection by Buyer is governed by the provisions set forth in§8.4 298 (Right to Object to Title,Resolution).If Seller has fulfilled all Seller's obligations,if any,to deliver to Buyer all documents 299 required by§8.1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection 300 by the applicable deadline specified above,Buyer accepts the condition of title as disclosed by the Abstract of Title,Title 301 Commitment and Title Documents as satisfactory. 302 83. Off-Record Title. Seller must deliver to Buyer,on or before Off-Record Title Deadline(§3),true copies of all 303 existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements,liens(including, 304 without limitation,governmental improvements approved,but not yet installed)or other title matters(including,without 305 limitation,rights of first refusal and options)not shown by public records,of which Seller has actual knowledge(Off-Record 306 Matters).Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 307 public records(e.g.,unrecorded easement,boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of 308 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§8.2 309 and§ 13),in Buyer's sole subjective discretion,must be received by Seller on or before Off-Record Title Objection Deadline 310 (§3).If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline(§3),Buyer has until the earlier of 311 Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter.If Seller receives Buyer's Notice to 312 Terminate or Notice of Title Objection pursuant to this§8.3(Off-Record Title),any title objection by Buyer and this Contract are 313 governed by the provisions set forth in§8.4(Right to Object to Title,Resolution).If Seller does not receive Buyer's Notice to 314 Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such rights,if any, 315 of third parties of which Buyer has actual knowledge. 316 8.4. Right to Object to Title,Resolution. Buyer's right to object to any title matters includes,but is not limited to those 317 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 318 Buyer objects to any title matter,on or before the applicable deadline,Buyer has the following options: 319 8.4.1. Title Objection,Resolution. If Seller receives Buyer's written notice objecting to any title matter(Notice 320 of Title Objection),on or before the applicable deadline,and if Buyer and Seller have not agreed to a written settlement thereof on 321 or before Title Resolution Deadline(§ 3),this Contract will terminate on the expiration of Title Resolution Deadline(§3), 322 unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection(i.e.,Buyer's written notice to waive 323 objection to such items and waives the Right to Terminate for that reason),on or before expiration of Title Resolution Deadline 324 (§3). If either the Record Tide Deadline or the Off-Record Title Deadline,or both,are extended to the earlier of Closing or ten 325 days after receipt of the applicable documents by Buyer,pursuant to§8.2(Record Title)or§8.3(Off-Record Title),the Title 326 Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 327 applicable documents;or 328 8.4.2. Title Objection,Right to Terminate. Buyer may exercise the Right to Terminate under§25.1,on or 329 before the applicable deadline,based on any unsatisfactory title matter,in Buyer's sole subjective discretion. 330 85. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 331 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 332 PROPERTY WITHIN SUCH DISTRICTS.PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 333 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 334 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 335 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES.BUYERS SHOULD INVESTIGATE THE 336 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY CBS3-8.13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 7 of 17 Buyer initials Seller initials 337 TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAINING 338 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK AND 339 RECORDER,OR THE COUNTY ASSESSOR. 340 Buyer has the Right to Terminate under§25.1,on or before Off-Record Title Objection Deadline(§3),based on any 341 unsatisfactory effect of the Property being located within a special taxing district,in Buyer's sole subjective discretion. 342 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 343 this Contract,Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the 344 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract,this Contract will terminate. 345 If the right of first refusal is waived explicitly or expires,or the Contract is approved,this Contract will remain in full force and 346 effect. Seller must promptly notify Buyer in writing of the foregoing.If expiration or waiver of the right of first refusal or approval 347 of this Contract has not occurred on or before Right of First Refusal Deadline(§3),this Contract will then terminate. 348 8.7. Title Advisory. The Title Documents affect the title,ownership and use of the Property and should be reviewed 349 carefully. Additionally,other matters not reflected in the Title Documents may affect the title,ownership and use of the Property, 350 including,without limitation,boundary lines and encroachments,set-back requirements,area,zoning,building code violations, 351 unrecorded easements and claims of easements,leases and other unrecorded agreements,water on or under the Property,and 352 various laws and governmental regulations concerning land use,development and environmental matters.The surface estate may 353 be owned separately from the underlying mineral estate,and transfer of the surface estate does not necessarily include 354 transfer of the mineral rights or water rights.Third parties may hold interests in oil,gas,other minerals,geothermal 355 energy or water on or under the Property,which interests may give them rights to enter and use the Property.Such matters, 356 and others,may be excluded from or not covered by the owner's tide insurance policy. Buyer is advised to timely consult legal 357 counsel with respect to all such matters as there are strict time limits provided in this Contract[e.g.,Record Title Objection 358 Deadline(§3)and Off-Record Title Objection Deadline(§3)J. 359 9. CURRENT SURVEY REVIEW. 360 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 361 or the provider of the opinion of title if an Abstract of Title,and n/a will receive an Improvement Location 362 Certificate,Improvement Survey Plat or other form of survey set forth in§9.1.2(collectively,Current Survey),on or before 363 Current Survey Deadline(§3).The Current Survey will be certified by the surveyor to all those who are to receive the Current 364 Survey. 365 ❑ 9.1.1. Improvement Location Certificate. If the box in this§9.1.1 is checked, ❑ Seller El Buyer will order or 366 provide,and pay,on or before Closing,the cost of an Improvement Location Certificate. 367 0 9.1.2. Other Survey. If the box in this§9.1.2 is checked,a Current Survey,other than an Improvement Location 368 Certificate,will be an El Improvement Survey Plat ❑ N/A.The parties agree that payment of the cost of 369 the Current Survey and obligation to order or provide the Current Survey are as follows: 370 n/a 371 372 373 9.2. Current Survey Objection. Buyer has the right to review and object to the Current Survey.If the Current Survey is 374 not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer may,on or before Current 375 Survey Objection Deadline(§3),notwithstanding§8.3 or§ 13: 376 92.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 377 9.2.2. Current Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is 378 shown in the Current Survey that is unsatisfactory and that Buyer requires Seller to correct. 379 9.3. Current Survey Resolution. If a Current Survey Objection is received by Seller,on or before Current Survey 380 Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Current Survey 381 Resolution Deadline(§3),this Contract will terminate on the Current Survey Resolution Deadline(§3),unless Seller receives 382 Buyer's written withdrawal of the Current Survey Objection before such termination,i.e.,on or before expiration of Current 383 Survey Resolution Deadline(§3). 384 385 DISCLOSURE,INSPECTION AND DUE DILIGENCE 386 10. PROPERTY DISCLOSURE,INSPECTION,INDEMNITY,INSURABILITY AND DUE DILIGENCE. 387 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline(§3),Seller agrees to deliver to 388 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 389 by Seller to Seller's actual knowledge,current as of the date of this Contract. 390 10.2. Inspection Objection. Unless otherwise provided in this Contract,Buyer acknowledges that Seller is conveying the CBS3-a-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Pop S of 17 { Buyer initials seller initials 391 Property to Buyer in an"as is"condition,"where is"and"with all faults".Colorado law requires that Seller disclose to Buyer any 392 latent defects actually known by Seller.Disclosure of latent defects must be in writing.Buyer,acting in good faith,has the right to 393 have inspections(by one or more third parties,personally or both)of the Property and Inclusions(Inspection),at Buyer's expense. 394 If(1)the physical condition of the Property,including,but not limited to,the roof,walls,structural integrity of the Property,the 395 electrical,plumbing,HVAC and other mechanical systems of the Property,(2)the physical condition of the Inclusions,(3)service 396 to the Property(including utilities and communication services),systems and components of the Property(e.g. heating and 397 plumbing),(4)any proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or noise 398 (whether on or off the Property)and its effect or expected effect on the Property or its occupants is unsatisfactory,in Buyer's sole 399 subjective discretion,Buyer may,on or before Inspection Objection Deadline(§3): 400 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 401 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that 402 Buyer requires Seller to correct. 403 10.3. Inspection Resolution. If an Inspection Objection is received by Seller,on or before Inspection Objection 404 Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution 405 Deadline(§3),this Contract will terminate on Inspection Resolution Deadline(§3),unless Seller receives Buyer's written 406 withdrawal of the Inspection Objection before such termination,i.e.,on or before expiration of Inspection Resolution Deadline 407 (§3). 408 10.4. Damage,Liens and Indemnity. Buyer,except as otherwise provided in this Contract or other written agreement 409 between the parties,is responsible for payment for all inspections,tests,surveys,engineering reports,or other reports performed at 410 Buyer's request(Work)and must pay for any damage that occurs to the Property and Inclusions as a result of such Work.Buyer 411 must not permit claims or liens of any kind against the Property for Work performed on the,Property. Buyer agrees to indemnify, 412 protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such 413 Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 414 any such liability,damage,cost or expense,or to enforce this section,including Seller's reasonable attorney fees,legal fees and 415 expenses.The provisions of this section survive the termination of this Contract.This§ 10.4 does not apply to items performed 416 pursuant to an Inspection Resolution. 417 10.5. Insurability. Buyer has the right to review and object to the availability,terms and conditions of and premium for 418 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 419 Objection Deadline(§3),based on any unsatisfactory provision of the Property Insurance,in Buyer's sole subjective discretion. 420 10.6. Due Diligence. 421 10.6.1. Due Diligence Documents. If the respective box is checked,Seller agrees to deliver copies of the following 422 documents and information pertaining to the Property(Due Diligence Documents)to Buyer on or before Due Diligence 423 Documents Delivery Deadline(§3): 424 0 10.6.1.1. All contracts relating to the operation,maintenance and management of the Property; 425 0 10.6.1.2. Property tax bills for the last 2 years; 426 ❑ 10.6.1.3. As-built construction plans to the Property and the tenant improvements,including architectural, 427 electrical,mechanical,and structural systems,engineering reports,and permanent Certificates of Occupancy,to the extent now 428 available; 429 0 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 430 ❑ 10.6.15. Operating statements for the past N/A years; 431 ❑ 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 432 ❑X 10.6.1.7. All current leases,including any amendments or other occupancy agreements,pertaining to the 433 Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases): 434 Any leases on the property in Seller's possession. 435 436 437 0 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been 438 completed and capital improvement work either scheduled or in process on the date of this Contract; 439 (] 10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 440 for the past 2 years; 441 ❑ 10.6.1.10. Soils reports,Surveys and engineering reports or data pertaining to the Property(if not delivered 442 earlier under§8.3); 443 0 10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, 444 letters,test results,advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers,or 445 other toxic hazardous or contaminated substances,and/or underground storage tanks and/or radon gas. If no reports are in Seller's 446 possession or known to Seller,Seller warrants that no such reports are in Seller's possession or known to Seller; CBS3.8 l3.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 9 of 17 Buyer INaats Seller Initials 447 ❑ 10.6.1.12. Any Americans with Disabilities Act reports,studies or surveys concerning the compliance of 448 the Property with said Act; 449 ❑ 10.6.1.13. All permits,licenses and other building or use authorizations issued by any governmental 450 authority with jurisdiction over the Property and written notice of any violation of any such permits,licenses or use authorizations, 451 if any;and 452 10.6.1.14. Other documents and information: 453 Any pertinent documents in Seller's possession. 454 455 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 456 Diligence Documents.If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 457 discretion,Buyer may,on or before Due Diligence Documents Objection Deadline(§3): 458 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated;or 459 10.6.21. Due Diligence Documents Objection. Deliver to Seller a written description of any 460 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 461 10.6.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller,on 462 or before Due Diligence Documents Objection Deadline(§3),and if Buyer and Seller have not agreed in writing to a settlement 463 thereof on or before Due Diligence Documents Resolution Deadline(§3)this Contract will terminate on Due Diligence 464 Documents Resolution Deadline(§3)unless Seller receives Buyer's written withdrawal of the Due Diligence Documents 465 Objection before such termination,i.e.,on or before expiration of Due Diligence Documents Resolution Deadline(§3). 466 10.6.4. Zoning. Buyer has the Right to Terminate under§25.1,on or before Due Diligence Documents Objection 467 Deadline(§3),based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisfiction 468 over the Property,in Buyer's sole subjective discretion. 469 10.6.5. Due Diligence—Environmental,ADA.Buyer has the right to obtain environmental inspections of the Buyer will order or provide 470 Property including Phase I and Phase II Environmental Site Assessments,as applicable. ® Seller 0 y 471 0 Phase I Environmental Site Assessment, 0 Phase II Environmental Site Assessment(compliant with ASTM E1527-05 472 standard practices for Environmental Site Assessments)and/or 0 N/A,at the expense of ❑X Seller ❑ 473 Buyer(Environmental Inspection).In addition,Buyer,at Buyer's expense,may also conduct an evaluation whether the Property 474 complies with the Americans with Disabilities Act(ADA Evaluation). All such inspections and evaluations must be conducted at 475 such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants'business uses of the 476 Property,if any. 477 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment,the 478 Environmental Inspection Objection Deadline(§3)will be extended by 30 days(Extended Environmental Inspection 479 Objection Deadline)and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date(§3), 480 the Closing Date(§3)will be extended a like period of time.In such event, ® Seller 0 Buyer must pay the cost for such Phase 481 II Environmental Site Assessment. 482 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this§ 10.6.5,Buyer has the 483 Right to Terminate under§25.1,on or before Environmental Inspection Objection Deadline(§3),or if applicable the Extended 484 Environmental Inspection Objection Deadline,based on any unsatisfactory results of Environmental Inspection,in Buyer's sole 485 subjective discretion. 486 Buyer has the Right to Terminate under§25.1,on or before ADA Evaluation Objection Deadline(§3),based on any 487 unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion. 488 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 489 owned by Buyer and commonly known as N/A.Buyer has the Right to Terminate under§25.1 490 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline(§3)if such property is not 491 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 492 Terminate on or before Conditional Sale Deadline(§3),Buyer waives any Right to Terminate under this provision. 493 10.8. Existing Leases;Modification of Existing Leases;New Leases. Seller states that none of the Leases to be assigned 494 to the Buyer at the time of Closing contain any rent concessions,rent reductions or rent abatements except as disclosed in the 495 Lease or other writing received by Buyer. Seller will not amend,alter,modify,extend or cancel any of the Leases nor will Seller 496 enter into any new leases affecting the Property without the prior written consent of Buyer,which consent will not be unreasonably 497 withheld or delayed. 498 11. TENANT ESTOPPEL STATEMENTS. 499 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. 500 Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline(§3),statements in a form and CBS3-S-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 10 or17 Buyer initials 4" Seller initials 501 substance reasonably acceptable to Buyer,from each occupant or tenant at the Property(Estoppel Statement)attached to a copy of 502 the Lease stating: 503 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 504 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 505 amendments; 506 11.13. The amount of any advance rentals paid,rent concessions given,and deposits paid to Seller, 507 11.1.4. The amount of monthly(or other applicable period)rental paid to Seller; 508 11.1.5. That there is no default under the terms of said Lease by landlord or occupant;and 509 11.1.6. That the Lease to which the Estoppel is attached is a true,correct and complete copy of the Lease demising 510 the premises it describes. 511 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under§25.1,on or before Tenant 512 Estoppel Statements Objection Deadline(§3),based on any unsatisfactory Estoppel Statement,in Buyer's sole subjective 513 discretion,or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline(§3). Buyer 514 also has the unilateral right to waive any unsatisfactory Estoppel Statement. 515 516 CLOSING PROVISIONS 517 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING. 518 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 519 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees.If 520 Buyer is obtaining a new loan to purchase the Property,Buyer acknowledges Buyer's lender is required to provide the Closing 521 Company,in a timely manner,all required loan documents and financial information concerning Buyer's new loan.Buyer and 522 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 523 transaction.Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 524 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions O Are © Are Not executed with 525 this Contract. 526 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing(Closing).Closing will be on the date specified as 527 the Closing Date(§3)or by mutual agreement at an earlier date.The hour and place of Closing will be as designated by 528 Mutual agreement of Buyer, Seller, and Title Company. 529 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs,quality,and extent of service vary 530 between different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies). 531 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 532 other terms and provisions hereof,Seller must execute and deliver a good and sufficient Special Warranty deed 533 to Buyer,at Closing,conveying the Property free and clear of all taxes except the general taxes for the year of Closing.Except as 534 provided herein,title will be conveyed free and clear of all liens,including any governmental liens for special improvements 535 installed as of the date of Buyer's signature hereon,whether assessed or not.Title will be conveyed subject to: 536 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 537 accepted by Buyer in accordance with Record Title(§8.2), 538 13.2. Distribution utility easements(including cable TV), 539 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 540 knowledge and which were accepted by Buyer in accordance with Off-Record Title(§8.3)and Current Survey Review(§9), 541 13.4. Inclusion of the Property within any special taxing district,and 542 13.5. Other None. 543 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid will be paid at or before Closing from the 544 proceeds of this transaction or from any other source. 545 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES. 546 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds,their respective closing costs and all other items required 547 to be paid at Closing,except as otherwise provided herein. 548 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by ❑ Buyer O Seller 549 ❑X One-Half by Buyer and One-Half by Seller O Other N/A. 550 153. Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 551 assessments(Status Letter)must be paid by ❑ Buyer ❑ Seller O One-Half by Buyer and One-Half by Seller O None. 552 Any record change fee assessed by the Association including,but not limited to,ownership record transfer fees regardless of name 553 or title of such fee(Association's Record Change Fee)must be paid by ❑ Buyer O Seller ❑ One-Half by Buyer and One- CBS3-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page II of 17 Buyer Initiats�^;5� Seller initials 554 Half by Seller ❑ None. 555 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of N/A %of the Purchase Price must be paid at Closing by 556 ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None. 557 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing,such 558 as community association fees,developer fees and foundation fees,must be paid at Closing by ❑ Buyer ❑ Seller ❑ One- 559 Half by Buyer and One-Half by Seller ❑ None.The Private Transfer fee,whether one or more,is for the following 560 association(s): N/A in the total amount of N/A %of the Purchase 561 Price or$ N/A. 562 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees,as of the date of this Contract,do not exceed 563 $ N/A for: 564 ❑ Water Stock/Certificates 0 Water District 565 ❑ Augmentation Membership ❑ Small Domestic Water Company 0 N/A 566 and must be paid at Closing by ❑ Buyer 0 Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None. 567 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by ❑ 568 Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ❑ None. 569 16. PRORATIONS. The following will be prorated to Closing Date(§3),except as otherwise provided: 570 16.1. Taxes. Personal property taxes,if any,special taxing district assessments,if any,and general real estate taxes for the 571 year of Closing,based on ❑ Taxes for the Calendar Year Immediately Preceding Closing ❑X Most Recent Mill Levy and 572 Most Recent Assessed Valuation,or ❑ Other N/A, 573 16.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued.At Closing,Seller will transfer or credit to 574 Buyer the security deposits for all Leases assigned,or any remainder after lawful deductions,and notify all tenants in writing of 575 such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must 576 assume Seller's obligations under such Leases. 577 163. Association Assessments. Current regular Association assessments and dues(Association Assessments)paid in 578 advance will be credited to Seller at Closing.Cash reserves held out of the regular Association Assessments for deferred 579 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 580 Buyer acknowledges that Buyer may be obligated to pay the Association,at Closing,an amount for reserves or working capital. 581 Any special assessment assessed prior to Closing Date(§3)by the Association will be the obligation of❑ Buyer ❑ Seller. 582 Except however,any special assessment by the Association for improvements that have been installed as of the date of Buyer's 583 signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller. Seller represents that the Association 584 Assessments are currently payable at approximately$N/A per N/A and that there are no unpaid regular 585 or special assessments against the Property except the current regular assessments and N/A.Such 586 assessments are subject to change as provided in the Governing Documents.Seller agrees to promptly request the Association to 587 deliver to Buyer before Closing Date(§3)a current Status Letter. 588 16.4. Other Prorations. Water and sewer charges,propane,interest on continuing loan,and Any proration normal to the sale of an office building in the City of Greeley.. 589 16.5. Final Settlement Unless otherwise agreed in writing,these prorations are final. 590 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date(§3)at Possession Time(§3), 591 subject to the Leases as set forth in§ 10.6.1.7. 592 593 If Seller,after Closing,fails to deliver possession as specified,Seller will be subject to eviction and will be additionally liable 594 to Buyer for payment of$ 75.00 per day(or any part of a day notwithstanding§ 18.1)from Possession Date(§3)and 595 Possession Time(§3)until possession is delivered. 596 597 GENERAL PROVISIONS 598 18. DAY;COMPUTATION OF PERIOD OF DAYS,DEADLINE. 599 18.1. Day. As used in this Contract,the term"day"means the entire day ending at 11:59 p.m.,United States Mountain 600 Time(Standard or Daylight Savings as applicable). 601 18.2. Computation of Period of Days,Deadline. In computing a period of days,when the ending date is not specified, 602 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 603 federal or Colorado state holiday(Holiday),such deadline ❑X Will ❑ Will Not be extended to the next day that is not a 604 Saturday,Sunday or Holiday. Should neither box be checked,the deadline will not be extended. 605 19. CAUSES OF LOSS,INSURANCE;DAMAGE TO INCLUSIONS AND SERVICES;CONDEMNATION;AND CBS34.13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 12 or 17 Buyer initials ✓" Seller initials 606 WALK-THROUGH.Except as otherwise provided in this Contract,the Property,Inclusions or both will be delivered in the 607 condition existing as of the date of this Contract,ordinary wear and tear excepted. 608 19.1. Causes of Loss,Insurance. In the event the Property or Inclusions are damaged by fire,other perils or causes of 609 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price(Property Damage),Seller is obligated 610 to repair the same before Closing Date(§3). Buyer has the Right to Terminate under§25.1,on or before Closing Date(§3),if 611 the Property Damage is not repaired before Closing Date(§3)or if the damage exceeds such sum. Should Buyer elect to carry out 612 this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all insurance proceeds that were received 613 by Seller(but not the Association,if any)resulting from such damage to the Property and Inclusions,plus the amount of any 614 deductible provided for in such insurance policy. Such credit must not exceed the Purchase Price. In the event Seller has not 615 received such insurance proceeds prior to Closing,the parties may agree to extend the Closing Date(§3)or,at the option of 616 Buyer,Seller must assign such proceeds at Closing,plus credit Buyer the amount of any deductible provided for in such insurance 617 policy,but not to exceed the total Purchase Price. 618 19.2. Damage,Inclusions and Services. Should any Inclusion or service(including utilities and communication 619 services),system,component or fixture of the Property(collectively Service),e.g.,heating or plumbing,fail or be damaged 620 between the date of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement 621 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 622 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association,if any,less any insurance 623 proceeds received by Buyer covering such repair or replacement.If the failed or damaged Inclusion or Service is not repaired or 624 replaced on or before Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§25.1,on or before 625 Closing Date(§3),or,at the option of Buyer,Buyer is entitled to a credit at Closing for the repair or replacement of such 626 Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit,Seller's right for any claim 627 against the Association,if any,will survive Closing. Seller and Buyer are aware of the existence of pre-owned home warranty 628 programs that may be purchased and may cover the repair or replacement of such Inclusions. 629 193. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 630 result in a taking of all or part of the Property or Inclusions,Seller must promptly notify Buyer,in writing,of such condemnation 631 action.Buyer has the Right to Terminate under§25.1,on or before Closing Date(§ 3),based on such condemnation action,in 632 Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the 633 Property and Inclusions,Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution 634 in the value of the Property or Inclusions but such credit will not include relocation benefits or expenses,or exceed the Purchase 635 Price. 636 19.4. Walk-Through and Verification of Condition. Buyer,upon reasonable notice,has the right to walk through the 637 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 638 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract,Buyer and Seller acknowledge 639 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 640 of title and consultation with legal and tax or other counsel before signing this Contract. 641 21. TIME OF ESSENCE,DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 642 Earnest Money hereunder or any other payment due hereunder is not paid,honored or tendered when due,or if any obligation 643 hereunder is not performed or waived as herein provided,the nondefaulting party has the following remedies: 644 21.1. If Buyer is in Default: 645 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled,in which case all Earnest Money 646 (whether or not paid by Buyer)will be paid to Seller and retained by Seller,and Seller may recover such damages as may be 647 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 648 damages,or both. 649 21.1.2. Liquidated Damages,Applicable. This§21.1.2 applies unless the box in§21.1.1.is checked. All 650 Earnest Money(whether or not paid by Buyer)will be paid to Seller,and retained by Seller. Both parties will thereafter be released 651 from all obligations hereunder. It is agreed that the Earnest Money specified in§4.1 is LIQUIDATED DAMAGES,and not a 652 penalty,which amount the parties agree is fair and reasonable and(except as provided in§§ 10.4,22,23 and 24),said payment of 653 Earnest Money is SELL FR'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly 654 waives the remedies of specific performance and additional damages. 655 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,in which case all Earnest Money received 656 hereunder will be returned and Buyer may recover such damages as may be proper,or Buyer may elect to treat this Contract as 657 being in full force and effect and Buyer has the right to specific performance or damages,or both. 658 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding,in the event of any arbitration CBS3B-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/142014 15:50 Page 13 of 17 Buyer initials ZE Seller initials 659 or litigation relating to this Contract,prior to or after Closing Date(§3),the arbitrator or court must award to the prevailing party 660 all reasonable costs and expenses,including attorney fees,legal fees and expenses. 661 23. MEDIATION. If a dispute arises relating to this Contract,prior to or after Closing,and is not resolved,the parties must first 662 proceed in good faith to submit the matter to mediation.Mediation is a process in which the parties meet with an impartial person 663 who helps to resolve the dispute informally and confidentially.Mediators cannot impose binding decisions.The parties to the 664 dispute must agree,in writing,before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 665 share equally in the cost of such mediation.The mediation,unless otherwise agreed,will terminate in the event the entire dispute is 666 not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 667 last known address.This section will not alter any date in this Contract,unless otherwise agreed. 668 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein,Earnest Money Holder must release the Earnest 669 Money following receipt of written mutual instructions,signed by both Buyer and Seller. In the event of any controversy regarding 670 the Earnest Money,Earnest Money Holder is not required to release the Earnest Money.Earnest Money Holder,in its sole 671 subjective discretion,has several options: (1)wait for any proceeding between Buyer and Seller;(2)interplead all parties and 672 deposit Earnest Money into a court of competent jurisdiction,(Earnest Money Holder is entitled to recover court costs and 673 reasonable attorney and legal fees incurred with such action);or(3)provide notice to Buyer and Seller that unless Earnest Money 674 Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the case number of the 675 lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice to the parties,Earnest Money Holder is 676 authorized to return the Earnest Money to Buyer.In the event Earnest Money Holder does receive a copy of the Lawsuit,and has 677 not interpled the monies at the time of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the Order 678 of the Court.The parties reaffirm the obligation of Mediation(§23).This Section will survive cancellation or termination of this 679 Contract. 680 25. TERMINATION. 681 25.1. Right to Terminate. If a party has a right to terminate,as provided in this Contract(Right to Terminate),the 682 termination is effective upon the other party's receipt of a written notice to terminate(Notice to Terminate),provided such written 683 notice was received on or before the applicable deadline specified in this Contract.If the Notice to Terminate is not received on or 684 before the specified deadline,the party with the Right to Terminate accepts the specified matter,document or condition as 685 satisfactory and waives the Right to Terminate under such provision. 686 25.2. Effect of'Termination. In the event this Contract is terminated,all Earnest Money received hereunder will be 687 returned and the parties are relieved of all obligations hereunder,subject to§§ 10.4,22,23 and 24. 688 26. ENTIRE AGREEMENT,MODIFICATION,SURVIVAL. This Contract,its exhibits and specified addenda,constitute 689 the entire agreement between the parties relating to the subject hereof,and any prior agreements pertaining thereto,whether oral or 690 written,have been merged and integrated into this Contract.No subsequent modification of any of the terms of this Contract is 691 valid,binding upon the parties,or enforceable unless made in writing and signed by the parties. Any right or obligation in this 692 Contract that,by its terms,exists or is intended to be performed after termination or Closing survives the same. 693 27. NOTICE,DELIVERY,AND CHOICE OF LAW. 694 27.1. Physical Delivery. All notices must be in writing,except as provided in§27.2. Any document,including a signed 695 document or notice,from or on behalf of Seller,and delivered to Buyer is effective when physically received by Buyer,any 696 signatory on behalf of Buyer,any named individual of Buyer,any representative of Buyer,or Brokerage Firm of Broker working 697 with Buyer(except for delivery,after Closing,of the notice requesting mediation described in§23 and except as provided in 698 §27.2).Any document,including a signed document or notice,from or on behalf of Buyer,and delivered to Seller is effective 699 when physically received by Seller,any signatory on behalf of Seller,any named individual of Seller,any representative of Seller, 700 or Brokerage Firm of Broker working with Seller(except for delivery,after Closing,of the notice requesting mediation described 701 in§23 and except as provided in§27.2). 702 27.2. Electronic Delivery. As an alternative to physical delivery,any document,including a signed document or written 703 notice may be delivered in electronic form only by the following indicated methods: N Facsimile ❑x Email 704 Internet.If no box is checked,this§27.2 is not applicable and§27.1 governs notice and delivery.Documents with original 705 signatures will be provided upon request of any party. 706 27.3. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 707 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 708 located in Colorado. 709 28. NOTICE OF ACCEPTANCE,COUNTERPARTS. This proposal will expire unless accepted in writing,by Buyer and 710 Seller,as evidenced by their signatures below,and the offering party receives notice of such acceptance pursuant to§27 on or CBS3-S-13.CONTRACT� TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 14 or 17 Buyer initials �c'�' Seller initials 71 l before Acceptance Deadline Date(§3)and Acceptance Deadline Time(§3). If accepted,this document will become a contract 712 between Seller and Buyer. A copy of this Contract may be executed by each party,separately,and when each party has executed a 713 copy thereof,such copies taken together are deemed to be a full and complete contract between the parties. 714 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including,but not 715 limited to,exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations(§5),Title 716 Insurance,Record Title and Off-Record Title(§8),Current Survey Review(§9)and Property Disclosure,Inspection, 717 Indemnity,Insurability and Due Diligence(§ 10). 718 719 ADDITIONAL PROVISIONS AND ATTACHMENTS 720 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 721 Commission.) 722 A) This contract is contingent upon the approval of the Weld County Commissioners. B) DUE DILIGENCE PERIOD: Buyer has 30 days from Mutual Execution of Contract (MEC) to fully inspect the property, title, unrecorded property facts, easements, egress/ingress, environmental, zoning for intended use, existing survey/plats, EVAC, utilities/wells/sump pumps/septic tanks and any other item Buyer deems necessary, in Buyer's sole opinion, to accept property "as-is, where-is". Should Buyer, in Buyer's sole opinion, determine any finding unsatisfactory, Buyer may rescind the purchase agreement and immediately have the Earnest Money refunded. 723 724 725 31. ATTACHMENTS. 726 31.1. The following attachments are a part of this Contract: 727 N/A 728 729 730 731 31.2. The following disclosure forms are attached but are not a part of this Contract: 732 N/A 733 734 735 SIGNATURES Buyer's Name: Weld County Colorado Ol2,-(A.: 10 - 15-/ii B yer's Signature Barf ire Kirk aey r, Chair Pro Tern Date Address: 1150 O Street Greeley, CO 80631 Phone No.: Fax No.: Electronic Address: N/A 736 [NOTE: If this offer is being countered or rejected,do not sign this document.Refer to§32] Seller's Name: Jorgensen, Brownell & Pepin PC CBS3-&13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 15 of 17 Buyer initials J Seller Initials Seller's Signature Anne B Jorgensen/Attorney at Date Law-Managing Shareholder Address: 916 10th Street Greeley, CO 80631 Phone No.: 970-304-0075 Fax No.: 970-351-8421 Electronic Address: ajorgeneen@jbplegal.com 737 32. COUNTER;REJECTION. This offer is ❑ Countered ❑ Rejected. 738 Initials only of party(Buyer or Seller)who countered or rejected offer 739 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 ❑X 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. ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑X Buyer ❑ Other N/A. Brokerage Finn's Name: Wheeler Management Group, Inc Broker's Name: Ron Randel, CCIM II 10-14—Pi Broker's Signature: Date Address: 1130 38th Avenue, Suite B Greeley, CO 80634 Phone No.: (9 70)352—5860 Fax No.: (970)352-0117 Electronic Address: ron9wheelermgt.corn 34.BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) 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 CBS3-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 16 of El Buyer initials 3 r Seller initials executed written mutual instructions,provided the Earnest Money check has cleared. Broker is working with Seller as a 0 Seller's Agent 0 Buyer's Agent © Transaction-Broker in this transaction. ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by 0 Seller IN Buyer ❑ Other N/A. Brokerage Firm's Name: In Management Group, Inc. Broker's Name: Jam a Vetting -**--s%j�l� '1°7—/C4:70,-e.7/ roker's Signature: Date Address: 1130 38th Ave, STE B Greeley, CO 80634 Phone No.: 970-352-5860. Fax No.: 970-352-0117 Electronic Address: information@wheelemagt.com/jvetting@wheelermgt.com 740 CBS3-8-13.CONTRACT TO BUY AND SELL REAL ESTATE(COMMERCIAL) 10/14/2014 15:50 Page 17 of 17 Buyer initials Seller initials 1 The printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate Commission. 2 (CP40-8-13)(Mandatory 1-14) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OT11ER COUNSEL BEFORE SIGNING. 6 7 COUNTERPROPOSAL 8 9 Date: 10/22/2014 10 11 I. This Counterproposal supersedes and replaces any previous counterproposal. This Counterproposal amends theproposed 12 contract dated 10/14/2014 (Contract),between Jorgensen.Brownell& Pepin.P.C. 13 (Seller),and weld Co"oty Colorado (Buyer),relating to the sale and purchase 14 of the following legally described real estate in the County of Weld ,Colorado: 15 Gil 5193 W30'NIU0'L4 BLK76 16 17 18 known as No.91210th_St. Greeley CO 80631 (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.] Date or No Item No. Reference Event Deadline Change Deleted 1 §4.3 Alternative Earnest Money Deadline Title 2 §8.1 Record Title Deadline 3 §8.2 Record Title Objection Deadline 4 §8.3 Off-Record Title Deadline 5 §8.3 Off-Record Title Objection Deadline 6 § 8.4 Title Resolution Deadline 7 § 8.6 Right of First Refusal Deadline Owners'Association 8 §7.3 Association Documents Deadline 9 §7.4 Association Documents Objection Deadline Seller's Property Disclosure 10 § 10.1 Seller's Property Disclosure Deadline Loan and Credit 11 § 5.1 Loan Application Deadline 12 §5.2 Loan Objection Deadline 13 §5.3 Buyer's Credit Information Deadline 14 §5.3 Disapproval of Buyer's Credit Information Deadline 15 §5.4 Existing Loan Documents Deadline 16 §5.4 Existing Loan Documents Objection Deadline 17 § 5.4 Loan Transfer Approval Deadline 18 §4.7 Seller or Private Financing Deadline Appraisal 19 §6.2 Appraisal Deadline 20 §6.2 Appraisal Objection Deadline Survey 21 §9.1 Current Survey Deadline 22 §9.2 Current Survey Objection Deadline CP40-8-13. COUNTERPROPOSAL Created with www.bulltorms.com Page 1 of 4 6c<7— Date or No Item No. Reference Event Deadline Change Deleted 23 §9.3 Current Survey Resolution Deadline Inspection and Due Diligence • 24 § 10.2 Inspection Objection Deadline 25 § 10.3 Inspection Resolution Deadline 26 § 10.5 Property Insurance Objection Deadline 27 § 10.6 Due Diligence Documents Delivery Deadline 28 § 10.6 Due Diligence Documents Objection Deadline 29 § 10.6 Due Diligence Documents Resolution Deadline 30 § 10.6 Environmental Inspection Objection Deadline CBS2,3,4 31 § 10.6 ADA Evaluation Objection Deadline CBS2,3,4 32 § 10.7 Conditional Sale Deadline 33 § 11.1 Tenant Estoppel Statements Deadline CBS2,3,4 34 § 11.2 Tenant Estoppel Statements Objection Deadline CBS2.3,4 Closing and Possession 35 § 12.3 Closing Date 36 § 17 Possession Date 37 § 17 Possession Time 26 3. §4. PURCHASE PRICE AND TERMS. [Note:This table may be deleted if inapplicable.] 27 The Purchase Price set forth below is payable in U.S.Dollars by Buyer as follows: Item No. Reference Item Amount Amount 1 §4.1 Purchase Price $ 2 §4.3 Earnest Money $ 3 §4.5 New Loan $ 4 §4.6 Assumption Balance $ 5 §4.7 Private Financing • 6 §4.7 Seller Financing $ 7 8 9 §4.4 Cash at Closing $ 10 TOTAL $ $ 28 29 4. AITACHMEN'fS. The following are a part of this Counterproposal: 30 31 32 33 Note: The following disclosure forms are attached but are not a part of this Counterproposal: 34 35 36 37 5. OTHER CHANGES. 38 1. Paragraph 10.6.5 shall be modified to reflect that: should Buyer wish a Phase II 39 Environmental Site Assessment then the costs of the Phase II Environmental Site 40 Assessment shall be paid by Buyer. 2. Seller may lease the property at its option on a month to month basis with 30 days notice for termination by Seller, for a period not to exceed six months after closing, at a monthly rent of $1,500.00 plus utilities. Buyer to be responsible for taxes and structure only insurance. CP40-8-13. COUNTERPROPOSAL Created with www.bultforms.com Page 7 of 4 C(1' 41 6. ACCEPTANCE DEADLINE. This Counterproposal expires unless accepted in writing by Seller and Buyer as evidenced 42 by their signatures below and the offering party to this document receives notice of such acceptance on or before 43 11/05/2014 5:00 pm 44 Date Time 45 46 If accepted, the Contract, as amended by this Counterproposal, will become a contract between Seller and Buyer. All other terms 47 and conditions of the Contract remain the same. CP40-B-13. COUNTERPROPOSAL. Created with www.bulltorms.com PP'ige 3 of 4 48 Buyer's Name: Weld County Buyer's Name: N/A A /t..tl� i.��.'L../c%r'LC /'` �- 11/3/2014 N/A,Bttyer's Signature Date Buyer's Signature Date • Address: 1150 0 Street Address: Greeley, (:0 60631 Phone No.: C970)336-7204 Phone No.: Fax No.: (970)336-7233 Fax No.: Electronic Address: Electronic Address: Buyer's Name: Barbara Kirkmeyer. Pro—Tem Buyer's Name: N/A Weld County Board of Commissioners N/A N/A Buyer's Signature Date Buyer's Signature Date Address: Address: Phone No.: Phone No.: Fax No.: Fax No.: Electronic Address: Electronic Address: Seller's Name: Jorgensen.Brownell& Pepin.P.C. Seller's Name: 10/27/2014 e r' Sign ture Date Seller's Signature Date Address: Address: Phone No.: Phone No.: Fax No.: Fax No.: Electronic Address: Electronic Address: Seller's Name: Seller's Name: Seller's Signature Date Seller's Signature Date Address: Address: Phone No.: Phone No.: Fax No.: Fax No.: Electronic Address: Electronic Address: 49 Note: When this Counterproposal form is used,the Contract is not to be signed by the party initiating this Counterproposal. 50 Brokers must complete and sign the Broker's Acknowledgments and Compensation Disclosure portion of the Contract. 51 CP40-8-13. ('Ul\'rFttPROPOSAt' Created with www.butlforms.com Page 4 of 4 II IEELER MANAGEMENT GROUP INC. COMMISSION AGREEMENT 4a This Agreement is entered into this ca day of October, 2014 between Weld County Colorado, Buyer and Wheeler Management Group, Inc, Selling Brokerage. Ron Randel, CCIM and James Vetting, CCIM, of Wheeler Management Group, Inc presented an offer for the purchase of the property described as 912 10th Street Greeley, Colorado, 80634 dated October 14, 2014. By this Agreement, Weld County Colorado hereby agrees to pay Wheeler Management, Group, Inc 3.0% based on the sale price of the property. Said commission to be due and payable at closing. Agreed to this 3rd day of Nov. 2014 Buyer: Weld County Colorado Selling Broker :Wheeler Management Group, Inc. Bz1/176w.u'U/ i:1 . m,ty.7. c , B Barbara Kirrkmeyer / Ron Randel, CCIM Chair Cha Pro-Tem Attest: - G• Jeifo;e4 Clerk to the Board 1 ' �'`v etting, CCI 11561cfrilkv . Dek Clerk to t e Boar. r j1 1130 38th Avenue, Suite B Greeley CO 80634 970.352.5860 Fax 970.352.0117 www.wheelermgt.com Hello