Loading...
TC Resolution 25-13 Approving a Purchase Agreement and Authorizing the Adquisition of 15 Sun Road, AvonAvon COLORADO RESOLUTION 25-13 APPROVING A PURCHASE AGREEMENT AND AUTHORIZING THE ACQUISITION OF 15 SUN ROAD, AVON WHEREAS, the Town of Avon ("Town") is a home rule municipality of the State of Colorado and is empowered to adopt policies, take action, acquire real property, and approve agreements by Resolution; and WHEREAS, the Avon Town Council ("Council') is organized under the laws of the State of Colorado and possesses the maximum powers, authority and privileges to which it is entitled under Colorado law; and WHEREAS, the Council finds that acquiring the property at 15 Sun Road, within the Town, will facilitate and enable the ability of the Town of Avon to implement the Sun Road Redevelopment Plan, adopted February 11, 2025 by Ordinance 25-04; and WHEREAS, the Council finds that the acquisition of 15 Sun Road will promote the health, safety and general welfare of the Avon community, and finds it appropriate and beneficial to approve the subject purchase agreement in its attached form; and WHEREAS, the Council authorizes the Town to acquire the property at 15 Sun Road and approves the Town entering into the subject purchase agreement through the execution of the Contract to Buy and Sell Real Estate (Commercial), attached as Exhibit A, and the execution of all necessary documents associated with the sale and closing of the subject property. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN OF AVON that the Avon Town Council hereby as follows: 1. Approves that certain Contract to Buy and Sell Real Estate (Commercial), dated June 23, 2025, between the Town of Avon, as Buyer, and the 15 Sun Road, LLC, as Seller, attached hereto as Exhibit A, and in connection therewith, the Council authorizes the acquisition of 15 Sun Road, Avon, Colorado 81620. 2. The Council additionally authorizes the Town Manager to execute all additional necessary documents associated with the purchase and closing of the subject property. ADOPT D July 22, 0 5 by T E TOWN COUNCIL OF THE TOWN OF AV rEA =LtQ/ By: Attest: N4 4=14,/4= Tall a r N. Underwood, Mayor Brenda Torres, Deputy Town erk, Resolution 25-13 Purchase and Acquisition of 15 Sun Road July 22, 2025 Page 1 of 1 If II 12 13 14 IC IF 17 Ic is 20 21 2t 2c 29 30 31 K 3� ?t 3; 3E M 41 41 4-- 4 4s 4C 4 4i 4E 49 51 Fortius Commercial Advisors, LLC F Q RT I U Erich Schmidt F) COMM E RC I A L Ph: 970-476-6415 ADVISORS Fax:888-230-9544 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS3-8-24) (Mandatory 8-24) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) (® Property with No Residences) (❑ Property with Residences -Residential Addendum Attached) Date: 6/23/2025 AGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 2. PARTIES AND PROPERTY. 2.1. Buyer. Town of Avon (Buyer) will take title to the Property described below as ❑ Joint Tenants ❑ Tenants In Common ® Other in severalty . 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 2.3. Seller. 15 Sun Road, LLC (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Eagle, Colorado (insert legal description): Subdivision: SUNROAD SUB Block: 1 Lot: 2 known as: 15 Sun Road, Avon, CO 81620 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers (including remote controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels ❑ Water Softeners ❑ Security Systems ❑ Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.8. (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Inclusions — Not Attached. If on the Property, whether attached or not, on the date of this Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page I of 27 tf Seller(s) Initials: CTMeContracts.com - 02025 MRI Software LLC rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also included in the Purchase Price: 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must 83 be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate gq taxes for the year of Closing), liens and encumbrances, except: 655' Buyer ❑ Will ® Will Not assume the debt and obligations on the Encumbered Inclusions subject to Buyer's 8e review under §10.6. (Encumbered Inclusion Documents) and Buyer's receipt of written approval by such er lender before Closing. If Buyer does not receive such approval this Contract terminates. e8 sD 2.5.5. Personal Property Conveyance. Conveyance of all personal property will be by bill of 70 sale or other applicable legal instrument. 71 2.5.6. Parking and Storage Facilities. The use or ownership of the following parking facilities: ; 72 and the use or ownership of the following storage facilities: �3 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 74 investigate. 75 2.5.7. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: 7e The trade fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes 77 78 (except personal property taxes for the year of Closing), liens and encumbrances, except . Conveyance will 79 be by bill of sale or other applicable legal instrument. so 2.5.8. Leased Items. The following personal property is currently leased to Seller which will be s9 transferred to Buyer at Closing (Leased Items): 82 Buyer ❑ Will ® Will Not assume Seller's debt and obligations under such leases for the Leased Items 83 subject to Buyer's review under §10.6. (Leased Items Documents) and Buyer's receipt of written approval by 94 such lender before Closing. If Buyer does not receive such approval this Contract terminates. K ❑ 2.5.9. Solar Power Plan. If the box is checked, Seller has entered into a solar power purchase se s7 agreement, regardless of the name or title, to authorize a third -party to operate and maintain a photovoltaic s8 system on the Property and provide electricity (Solar Power Plan) that will remain in effect after Closing. s9 Buyer ❑ Will ❑ Will Not assume Seller's obligations under such Solar Power Plan subject to Buyer's review go under §10.6. (Solar Power Plan) and Buyer's receipt of written approval by the third -party before Closing. If 9't Buyer does not receive such approval this Contract terminates. 92 2.6. Exclusions. The following items are excluded (Exclusions): 9' All Tenant owned property are Exclusions from the Property conveyed under the Contract. 94 Tenant owned property is subject to and as defined in that certain Walpreen Co. Lease dated 9E July 28, 2011 (Avon. Colorado. Store #15101) ("Lease"). 97 2.7. Water Rights[Well Rights. g8 ❑ 2.7.1. Deeded Water Rights. The following legally described water rights: 99 Any deeded water rights will be conveyed by a good and sufficient deed at Closing. too ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 101 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: IG2 103 El2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer 104 understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" I0!; used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership I form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in 107 the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for 108 the well and pay the cost of registration. If no person will be providing a closing service in connection with the 109 transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is . Ito ❑ 2.7.4. Water Stock. The water stock to be transferred at Closing are as follows: III 112 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights 113 Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such 114 rights to Buyer by executing the applicable legal instrument at Closing. I CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 2 of 27 Seller(s) Initials: ff CTMeContracts.com - ©2025 MRI Software LLC 2.7.6. Water Rights Review. Buyer has a Right to Terminate if examination of the Water Rights lis unsatisfactory to Buyer on or before the Water Rights Examination Deadline. ! t:- i� ! -r: 1C7 I5E• I «. IF.I; 1A1 1^ I 17 r, -; 17 i `: 3 DATES, DEADLINES AND APPLICABILITY. 3.1. Dates and Deadlines. Item No. Reference Event Date or Deadline 1 § 3 Time of Day Deadline 5:00 PM MST 2 § 4 Alternative Earnest Money Deadline 3 Business Days AfterMEC Title 3 § 8 Record Title Deadline (and Tax Certificate) 7 Days After MEC 4 § 8 Record Title Objection Deadline 712812025 Monday 5 § 8 Off -Record Title Deadline 7 Days After MEC 6 § 8 Off -Record Title Objection Deadline 712812025 Monday 7 § 8 Title Resolution Deadline 81112025 Friday 8 § 8 Third Party Right to Purchase/Approve Deadline 812012025 Wednesday Owners' Association 9 § 7 Association Documents Deadline N/A 10 § 7 Association Documents Termination Deadline N/A Seller's Disclosures 11 § 10 Seller's Property Disclosure Deadline N/A 12 § 10 Lead -Based Paint Disclosure Deadline (if Residential Addendum attached) N/A Loan and Credit 13 § 5 New Loan Application Deadline N/A 14 § 5 New Loan Terms Deadline N/A 15 § 5 New Loan Availability Deadline N/A 16 § 5 Buyer's Credit Information Deadline N/A 17 § 5 Disapproval of Buyer's Credit Information Deadline N/A 18 § 5 Existing Loan Deadline N/A 19 § 5 Existing Loan Termination Deadline N/A 20 § 5 Loan Transfer Approval Deadline N/A 21 § 4 Seller or Private Financing Deadline N/A Appraisal 22 § 6 Appraisal Deadline 712712025 Sunday 23 § 6 Appraisal Objection Deadline 712812025 Monday 24 § 6 Appraisal Resolution Deadline 81112025 Friday Survey 25 § 9 New ILC or New Survey Deadline 712712025 Sunday 26 § 9 New ILC or New Survey Objection Deadline 712812025 Monday CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 3 of 27 Seller(s) Initials: CTMeContracts.corn - 02025 MRI Software LLC 174 1-c 1'E 177 178 179 180 181 182 18 184 185 196 197 188 199 190 191 192 193 194 1 }c 196 197 198 199 200 201 202 202 204 2G5 206 207 203 209 1, _n 212 21 214 21E 216 217 218 219 220 221 222 22E 226 227 223 229 230 27 § 9 New ILC or New Survey Resolution Deadline 81112025 Friday Inspection and Due diligence 28 § 2 Water Rights Examination Deadline N/A 29 § 8 Mineral Rights Examination Deadline N/A 30 § 10 Inspection Termination Deadline 712812025 Monday 31 § 10 Inspection Objection Deadline 7/28/2025 Monday 32 § 10 Inspection Resolution Deadline 81112025 Friday 33 § 10 Property Insurance Termination Deadline 7/28/2025 Monday 34 § 10 Due Diligence Documents Delivery Deadline 5 Business Days After MEC 35 § 10 Due Diligence Documents Objection Deadline 7/28/2025 Monday 36 § 10 Due Diligence Documents Resolution Deadline 8/1/2025 Friday 37 § 10 Environmental Inspection Termination Deadline 712812025 Monday 38 § 10 ADA Evaluation Termination Deadline N/A 39 § 10 Conditional Sale Deadline N/A 40 § 10 Lead -Based Paint Termination Deadline (if Residential Addendum attached) N/A 41 § 11 Estoppel Statements Deadline 9/5/2025 Friday 42 § 11 Estoppel Statements Termination Deadline 911012025 Wednesday Closing and Possession 43 § 12 Closing Date 911612025 Tuesday 44 § 17 Possession Date 911612025 Tuesday 45 § 17 Possession Time Upon Closing 46 § 27 Acceptance Deadline Date 47 § 27 Acceptance Deadline Time 48 49 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with "N/A", or the word "Deleted," such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of "None", such provision means that "None" applies. The abbreviation "MEC' (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The abbreviation "N/A" as used in this Contract means not applicable. 3.3. Day; Computation of Period of Days; Deadlines. 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank or "N/A" the deadlines will expire at 11:59 p.m., United States Mountain Time. 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the ending date is not specified, the first day is excluded and the last day is included. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 4 of 27 Seller(s) Initials: ff CTMeContracts.com - 02025 MRI Software LLC 222 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday 23-' (Holiday), such deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or 22-1 Holiday. Should neither box be checked, the deadline will not be extended. 23c 23C 227 4. PURCHASE PRICE AND TERMS. 23E 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 233� follows: 24t: 241 242 24 24-: 24c 24 247 24E 24 2=r: 7c 1 24' _c. Item No. Reference Item Amount Amount 1 § 4.1. Purchase Price $ 6,999,720.00 2 § 4.3. Earnest Money $ 207,000.00 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 $ 6,792,720.00 10 Total $ 6, 999, 720.00 $ 6, 999, 720.00 2`-" 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ (Seller Concession). The Seller 2- I Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed 24F by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of 25-r allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, 2E I loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or 28 expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere 2r,; in this Contract. 264 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Wire, will be 2p`- payable to and held by Land Title Guarantee Company (Earnest Money Holder), in its trust account, on 2E� behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties -�authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), 2C t ? 27C if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest 271 Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 272 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money 27: deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 274 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if 27c other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 27. 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, 27, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as 27c, set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not 28r already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer 2gI or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 28� days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 28r-. 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an 2s; Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, 28� written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 28e 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute 28' and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and 288. liable to Buyer as set forth in "If Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the 2$s Earnest Money due to a Buyer default. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 5 of 27 tf Seller(s) Initials: CTMeContracts.com - ©2025 MRI Software LLC 291 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute 292 and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and 29? liable to Seller as set forth in "If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest 294 Money due to a Seller Default. 295 4.4. Form of Funds; Time of Payment; Available Funds. 296 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, 297 Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including 2 98 electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 299 300 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be 30, paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by ,,;� Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ❑ Does 3(,`4 ® Does Not have funds that are immediately verifiable and available in an amount not less than the amount ''ckc stated as Cash at Closing in § 4.1. 306 4.5. New Loan. 307 308 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2. (Seller 309 Concession), if applicable, must timely pay Buyer's loan costs, loan discount points, prepaid items and loan origination fees as required by lender. 1 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan Limitations) or § 30 (Additional Provisions). 314 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of r i- loans: El Conventional ® Other financing. 217 4.6. Assumption. (Omitted as inapplicable) =is 4.7. Seller or Private Financing. (Omitted as inapplicable) 3�9 320 �.; TRANSACTION PROVISIONS 374 5. FINANCING CONDITIONS AND OBLIGATIONS. 5.1. New Loan, Assumption Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable by such lender, on or before New Loan =t. Application Deadline and exercise reasonable efforts to obtain such loan or approval. 5.2. New Loan Terms; New Loan Availability. -�' 5.2.1. New Loan Terms. If Buyer is to pay all or part of the Purchase Price with a New Loan, this 33i Contract is conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the proposed New Loan's payments, interest rate, conditions and costs or any other loan terms (New Loan Terms) are 3 satisfactory to Buyer. This condition is for the sole benefit of Buyer. Buyer has the Right to Terminate under § 24.1., on or before New Loan Terms Deadline, if the New Loan Terms are not satisfactory to Buyer, in , Buyer's sole subjective discretion. 5.2.2. New Loan Availability. If Buyer is to pay all or part of the Purchase Price with a New '-' Loan, this Contract is conditional upon Buyer's satisfaction with the availability of the New Loan based on the 339 lender's review and underwriting of Buyer's New Loan Application (New Loan Availability). Buyer has the 21 4E Right to Terminate under § 24.1., on or before the New Loan Availability Deadline if the New Loan '�� Availability is not satisfactory to Buyer. Buyer does not have a Right to Terminate based on the New Loan Availability if the termination is based on the New Loan Terms, Appraised Value (defined below), the Lender `44 Property Requirements (defined below), Insurability (§ 10.5. below) or the Conditional Upon Sale of Property (§ 10.7. below). IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER'S WRITTEN �r NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE, except as 2,, otherwise provided in this Contract (e.g., Appraisal, Title, Survey). CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 6 of 27 Seller(s) Initials: CTMeContracts.com - ©2025 MRI Sofpvare LLC 5.3. Credit Information. (Omitted as inapplicable) 5.4. Existing Loan Review. (Omitted as inapplicable) 6. APPRAISAL PROVISIONS. 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective -' loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. - 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline: 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract -= is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a W copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the M-" Purchase Price (Lender Verification). `'EG 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before i rn Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 3; or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 3+ _ Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 37` removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to the Property e. roof repair, repainting),be and those matters already agreed to b Seller in this Contract, p Y( 9, P Y Y 9 Y this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property 379 Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 3s the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the satisfaction of the Lender Property Requirements is waived in writing by Buyer. 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 384 timely paid by ® Buyer ❑ Seller. The cost of the Appraisal may include any and all fees paid to the 3sc appraiser, appraisal management company, lender's agent or all three. 387 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more 3s`- Common Interest Communities and subject to one or more declarations (Association). °se 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A c 3s 3COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 392 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 36:_ ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 34, REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND 3n` REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, 39F INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES 39a NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY 38L AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND 39=' REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE 4Gf PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF Oat THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY 40` WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 4V 4c4 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ 40E THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF �0} THE ASSOCIATION. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 7 of 27 Seller(s) Initials: CTMeContracts.com - ©2025 MRI Software LLC 407 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 402, Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller 400 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's 4 1 r_, 4 1 1 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association 4 12 Documents, regardless of who provides such documents. 41 7.3. Association Documents. Association documents (Association Documents) consist of the 4 ! 4 following: 4 1 ` 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, 4 iF operating agreements, rules and regulations, party wall agreements and the Association's responsible 4 : 7 governance policies adopted under § 38-33.3-209.5, C.R.S.; 4 E. 4 } a 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or 42, managers' meetings; such minutes include those provided under the most current annual disclosure required 421 under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the 472 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 423 minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 424 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, but not limited to, property, general liability, association director and officer professional 42E liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, 427 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 42�F, 421, 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as disclosed in the Association's last Annual Disclosure; 4 ! 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's 4. operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual 4=i Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the Association's community 4 `" association manager or Association will charge in connection with the Closing including, but not limited to, 437 any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 4''F, update fee charged for the Status Letter, an record change fee or ownership record transfer fees Record 4,P 9 Y 9 P ( 43 Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 441 or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3.5., collectively, Financial 442 Documents); 44v 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 444 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or 445 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's 4`* obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; 447 Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or 448, limited common elements of the Association property. 449 4=r 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. 4= i Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination 4S2 Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole 453. subjective discretion. Should Buyer receive the Association Documents after Association Documents 454 Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate 4 received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be 4` 7 received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before 452. Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions 4`S' of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, 44�0 notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 48I 4-32 43 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 4 P4 8.1. Evidence of Record Title. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 8 of 27 Seller(s) Initials: tf CTMeContracts.com - ©2025 MR[ Software LLC 4F�Y_. ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 4;z7. title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 4E,F Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title 4;; Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 471, certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 471 soon as practicable at or after Closing. 47-- ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the 4title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 474 Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title 47` a, Commitment), in an amount equal to the Purchase Price. 47_ If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 47 E. 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will ❑ Will Not contain 47r- Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or 481: insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) 4E, 1 survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 48- of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and 4K unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be 4c"' paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other. 48c Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 4$F delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may 4 4$c, require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 4�c Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, 49r; Resolution). 491 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, 49= declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other 49 documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in 484 the Title Commitment furnished to Buyer (collectively, Title Documents). 4 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, 497 copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of 498 the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the 49r documents required in this Section will be at the expense of the party or parties obligated to pay for the sor; owner's title insurance policy. 5Gt 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title 50- covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title 5c" Deadline. 561- 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment 5G0C and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before 5c7 Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 5GE. Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in 5c� Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not 51i, received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 511 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 51:. Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such 51 documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, 51a (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the `1` Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 9 of 27 Seller(s) Initials: CTMeContracts.com - C2025 MRI Software LLC 524 copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which Seller has actual knowledge (Off -Record Matters). 527 This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by 52 public records e. unrecorded easement, bounds line discrepancy or water rights). Buyer's Notice to 53p P ( 9•, boundary � P Y 9 )• Y 51 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed 532 by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title)), in Buyer's sole 5'33 subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an 534 Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of 535 Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives c136 Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title 537 objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If 533 Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline 539 specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not 540 shown by public records of which Buyer has actual knowledge. 41 8.4. Special Taxing and Metropolitan Districts. Intentionally Deleted `42 543 8.5. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property (Tax Certificate) 544 must be delivered to Buyer on or before Record Title Deadline. If the content of the Tax Certificate is ' 45 unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may terminate, on or before Record Title 54£ Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer's 547 option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or 43 before ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if 549 Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyers 5,;G Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax Certificate, the Tax Certificate will be paid for by Seller. 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the third -party holder of such right 559 exercises its right this Contract will terminate. If the third party's right to purchase is waived explicitly or c1%0 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly =' notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will _V then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the 4 Property on or before the Record Title Deadline. _6E `66 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole ,7 subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § _a%S 8.3. (Off -Record Title), § 8.5. (Tax Certificate) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to 569 object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the 570 following options: 571 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title nz matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not ` agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on 7E the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's v7E Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to 577 Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 578 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. 579 (Off -Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or ,8o fifteen days after Buyer's receipt of the applicable documents; or ' 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 10 of 27 Seller(s) Initials: rf CTMeContracts.com - ©2025 MRI Software LLC ss2 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole _E., subjective discretion. =s= 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various laws and governmental regulations concerning land use, development and environmental matters. 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE r r" so_ MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, _D; GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE r.9 PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 589! 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE E,i3C PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE r�! AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE "C= COUNTY CLERK AND RECORDER. 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR fir= ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, rr WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. =cCr. 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, ! INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE - COLORADO OIL AND GAS CONSERVATION COMMISSION. 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or not covered by the owner's title insurance policy. s! 8.9. Mineral Rights Review. Buyer has a Right to Terminate if examination of the Mineral Rights is _17 unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. s!=, 9. NEW ILC, NEW SURVEY. 620 9.1. New ILC or New Survey. If the box is checked, (1) ❑ New Improvement Location Certificate 621 New ILC); or, 2 ® New Surveyin the form of ALTA; is required and the following will apply: 622) O q 9 P P Y 52, 9.1.1. Ordering of New ILC or New Survey. ❑ Seller ® Buyer will order the New ILC or New 824' Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, 62= certified and updated as of a date after the date of this Contract. 52F 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on 627 or before Closing, by: ❑Seller ®Buyer or: 622' 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or 629 the provider of the opinion of title if an Abstract of Title) and will receive a New ILC or New Survey on or before New ILC or New Survey Deadline. 5 2 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by r . the surveyor to all those who are to receive the New ILC or New Survey. 53 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a 63' New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller asp or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective 63 discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. b3E >;3�> 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New .;, _ CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 11 of 27 ,?] Seller(s) Initials: CTMeContracts.com - 02025 MR1 Software LLC 641 ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to A42 Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection A,_ Deadline, notwithstanding § 8.3. or § 13: 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is 545 terminated; or 646 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter 4347 that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer F-:•48 EA requires Seller to correct. BSc 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). 657 1358 DISCLOSURE, INSPECTION AND DUE DILIGENCE 559 5r, 561 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF WATER. 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline , Seller =^ agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date =s� of this Contract. - 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. F.7q Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. - Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer _ acknowledges that Seller is conveying the Property and Inclusions to Buyer in an "As Is" condition, " Where Is" and " With All Faults" ='`" 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right 67 7 to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not sac limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other rst mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service 5S2 to the Property (including utilities and communication services), systems and components of the Property E,a2 (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or ,384 (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the F$5 Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: Elm 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify 4587 Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, Fss provided the Buyer did not previously deliver an Inspection Objection. Buyer's Right to Terminate under this 689 provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 5BG r9i 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to E-G` Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. =C,_ 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before �,:94 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 595 or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline ,396 unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on 97 or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 12 of 27 Seller(s) Initials: CTMeContracts.com - ©2025 MRI Software LLC 699 the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 7GC executing an Earnest Money Release. 7L' 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 7f_.` written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 7G- engineering reports, or other reports performed at Buyer's request Work and must a for an damage that 7C:: 9 9 P P P Y q (Work) pay Y 9 7 _ occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 70kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 7P,- Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any 70E. such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 70� Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 71 r Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 711 termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection 712 Resolution. 713 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance 71-. Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and 71� premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. - 10.6. Due Diligence. 718 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents 1 and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or '2i before Due Diligence Documents Delivery Deadline: 721 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other 722 occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): 72` The Lease. 72 r 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.8., Leased 727 Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information 72c: pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 729 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are 73r encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the '11 - evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. 7'* 734 10.6.1.4. Solar Power Plan. Copy of any Solar Power Plan not included in Leased Items 71.E (regardless of its name or title). 73E 10.6.1.5. Septic Use Permit. If required by the local health department or other applicable 737 government entity, on or before the local health department's applicable deadline, Seller must pay for and 7 3 F furnish to Buyer a Septic Use Permit. 739 10.6.1.6. Other Documents. If the respective box is checked, Seller agrees to additionally 7 4 G deliver copies of the following: 741 ®10.6.1.6.1. All contracts relating to the operation, maintenance and management of the 74 , Property; 744 ❑ 10.6.1.6.2. Property tax bills for the last years; 74 c 010.6.1.6.3. As -built construction plans to the Property and the tenant improvements, 74t including architectural, electrical, mechanical and structural systems; engineering reports; and permanent 747 Certificates of Occupancy, to the extent now available; 74& ❑ 74e 10.6.1.6.4. A list of all Inclusions to be conveyed to Buyer; 750 ®10.6.1.6.5. Operating statements for the past I years; 751 ®10.6.1.6.6. A rent roll accurate and correct to the date of this Contract; 752 ®10.6.1.6.7. A schedule of any tenant improvement work Seller is obligated to complete 7E,; but has not yet completed and capital improvement work either scheduled or in process on the date of this 75- Contract; 75E 7yf5� ® 10.6.1.6.8. All insurance policies pertaining to the Property and copies of any claims CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 13 of 27 ff Seller(s) Initials: CTMeContracts.com - ©2025 MRI Software LLC 747 which have been made for the past 3 years; 758 759 ® 10.6.1.6.9. Soils reports, surveys and engineering reports or data pertaining to the 7,60 Property (if not delivered earlier under § 8.3.); 78 t ® 10.6.1.6.10. Any and all existing documentation and reports regarding Phase I and II 762 environmental reports, letters, test results, advisories and similar documents respective to the existence or 763 nonexistence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances and/or 7t~4 underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seller, 7` Seller warrants that no such reports are in Seller's possession or known to Seller; 7�c 7£7 ® 10.6.1.6.11. Any Americans with Disabilities Act reports, studies or surveys concerning 768 the compliance of the Property with said Act; 769 ® 10.6.1.6.12. All permits, licenses and other building or use authorizations issued by any 770 governmental authority with jurisdiction over the Property and written notice of any violation of any such 771 permits, licenses or use authorizations, if any; and 772 ❑ 10.6.1.6.13. Other: 773 Notwithstanding anything to the contrary herein, Seller will provide to Buyer on or before the 77'4 Due Diligence Documents Delivery Deadline an itemized list of the Due Diligence Documents ,7- delivered. and Buyer will acknowledge receipt of such documents in writing. The documents 777 delivered by Seller and received by Buyer are defined as the Due Diligence Documents under 77e, this Contract. Seller is providing the Due Diligence Documents to Buyer as a courtesy and 779 does not warrant or represent in any manner whatsoever the completeness or accuracy of 780 any such document prepared by third -parties, or the education, skills, competence or 7a t diligence of the preparers thereof. Buyer agrees to deliver to Seller at no cost to Seller 7a2 complete copies of all third -party reports obtained by Buyer prior to the expiration of the 7az _applicable objection or termination deadline. 764 7SE 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 79£ object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or 787 are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 788 Objection Deadline: 789 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 790 is terminated; or 791 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of 792 79; any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 794 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection 7Q5 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller 796 have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution 797 Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 798 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., 799 on or before expiration of Due Diligence Documents Resolution Deadline. act` 10.6.2.4. Automatic Due Diligence Extension. If a Due Diligence Document is not 801 842 delivered on or before the Due Diligence Documents Deadline, Buyer has until the earlier of Closing or ten Bcy days after receipt by Buyer to review and object to such Due Diligence Document. If Buyer's right to review 804 and object to such Due Diligence Document is extended due to such Due Diligence Document not being ar, delivered on or before the Due Diligence Documents Deadline, the Due Diligence Document Resolution Deadline will also be extended to the earlier of Closing or fifteen days after Buyer's receipt of such Due 907 Diligence Document. ace, 10.6.3. Zoning. Buyer has the Right to Terminate under § 24.1., on or before Due Diligence ac° Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by apt' any governmental agency with jurisdiction over the Property, in Buyer's sole subjective discretion. all 10.6.4. Due Diligence — Environmental. Buyer has the right to obtain environmental inspections 912 at, of the Property including a Phase I Environmental Site Assessment. El Seller ® Buyer will order or provide a14 a current Phase I Environmental Site Assessment (compliant with the most current version of the applicable -Ri= CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 14 of 27 Seller(s) Initials: tf CTMeContracts.com - 02025 MRI Software LLC t ASTM E1527 standard practices for Environmental Site Assessments) and/or , at the expense of ❑ Seller $1 ® Buyer (Environmental Inspection). 818 If the Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, sic the Environmental Inspection Termination Deadline will be extended by 0 days (Extended Environmental =' Inspection Termination Deadline) and if such Extended Environmental Inspection Termination Deadline extends beyond the Closing Date, the Closing Date will be extended a like period of time. In such event, ❑ Seller ® Buyer must pay the cost for such Phase II Environmental Site Assessment. Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 824 10.6.4., Buyer has the Right to Terminate under § 24.1., on or before Environmental Inspection 8z Termination Deadline, or if applicable, the Extended Environmental Inspection Termination Deadline, based 8_- on any unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. s2s 10.6.5. Due Diligence — ADA. Buyer, at Buyer's expense, may also conduct an evaluation 82,,o whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections 821 and evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of 821 Seller's and any Seller's tenants' business uses of the Property, if any. 832 Buyer has the Right to Terminate under § 24.1., on or before ADA Evaluation Termination Deadline, 8-- based on any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. $2, 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of &,r that certain property owned by Buyer and commonly known as . Buyer has the Right to Terminate under § g 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 8 E. such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 83F does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any 841; Right to Terminate under this provision. $41 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). 94- [Intentionally Deleted - See Residential Addendum if applicable] 84_ 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of 844 8'1C the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions 84I or rent abatements except as disclosed in the Lease or other writing received by Buyer. Seller will not amend, 847 alter, modify, extend or cancel any of the Leases nor will Seller enter into any new leases affecting the s4E. Property without the prior written consent of Buyer, which consent will not be unreasonably withheld or 84y delayed. 85r, 10.10. Lead -Based Paint. [Intentionally Deleted - See Residential Addendum if applicable] 851 10.11. Carbon Monoxide Alarms. [Intentionally Deleted - See Residential Addendum if applicable] 85° 85a 10.12. Methamphetamine Disclosure. [Intentionally Deleted - See Residential Addendum if applicable] S 8c57 11. TENANT ESTOPPEL STATEMENTS. �`- 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must request from all tenants of the Property and if received by Seller, deliver to Buyer on Md or before Estoppel Statements Deadline, statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of the Lease 8b� stating: M4 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 86C 11.1.2. That said Lease is in full force and effect and that there have been no subsequent 86F modifications or amendments; 887 11.1.3. The amount of any advance rentals paid, rent concessions given and deposits paid to M`' Seller; ss9 870 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 871 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and SK 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 15 of 27 tf Seller(s) Initials: CTMeContracts.com - 02025 MRI Software LLC 874 complete copy of the Lease demising the premises it describes. 11.2. Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property `, 7= a completed signed Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement B?` setting forth the information and documents required §11.1. above and deliver the same to Buyer on or Brs before Estoppel Statements Deadline. B79 880 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 24.1., on or B8, before Estoppel Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in BB2 Buyer's sole subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Estoppel 882 Statements Deadline. Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. 884 BB1- 8 CLOSING PROVISIONS BBB 9 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 890 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the 89, Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to 832 Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer 893 acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required B94 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this ' = transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or 897 before Closing. 898 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are B9 6 9G ® Are Not executed with this Contract. 901 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 902 date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller must 903 provide Buyer with the ability to access the Property (e.g. keys, access code, garage door opener). The hour 904 and place of Closing will be as designated by Buyer and Seller. 9G-C 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent 908 of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 9G� 908 companies). 909 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue 910 after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to 91, Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to 91& § 2.5.8. (Leased Items). 91Z 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, includingthe tender of an payment due at Closing, Seller must execute and deliver the following y p y g, g good and sufficient deed to Buyer, at Closing: ® special warranty deed ❑ general warranty deed c, Elbargain and sale deed Elquit claim deed Elpersonal representative's deed Eldeed. Seller, provided 918 Sty another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, 920 at Closing. 921 Unless otherwise specified in § 30 (Additional Provisions), if title will be conveyed using a special 922 warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined 92? in §38-30-113(5)(a), C.R.S. 924 925 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 926 owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including 927 any governmental liens for special improvements installed as of the date of Buyer's signature hereon, s28whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the 930 proceeds of this transaction or from any other source. aa, CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 16 of 27 ff Seller(s) Initials: CTMeContracts.com - 02025 MRI Software LLC 9y- 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 9? WITHHOLDING. 934 93C 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all 9�4 other items required to be paid at Closing, except as otherwise provided herein. 937 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 938 ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ Other. gin 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, 94 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current 941 Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 942 943 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must 944, be paid by Seller. 94c 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ❑ Buyer ® Seller 94-' ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 947 15.3.3. Reserves or Working Capital. Unless agreed to otherwise, all reserves or working 948 capital due (or other similar cost not addressed in § 16.2. (Association Assessments)) at Closing must be 94� paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. 95C 9 1 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ® Buyer ❑ Seller 9C ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be 9 C P paid when due by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, 9`_c get, payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. 9t i 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this w- Contract, do not exceed $ for: W. ❑ Water District/Municipality ❑ Water Stock 9E4 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ and must be paid at Closing by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 9eE 9s, 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to 9�,E. Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 9E1. 15.9. FIRPTA and Colorado Withholding. 970 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the 971 Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 972 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in 9 this Section is checked, Seller represents that Seller ❑ IS a foreign person for purposes of U.S. income 97" taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for 47c purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide Sir 977 any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 97E authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 979 Seller's tax advisor to determine if withholding applies or if an exemption exists. 980 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of 981 the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if 9S2 not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any 98 reasonably requested documents to verity Seller's status. If withholding is required, Seller authorizes Closing gs" Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists. KF 9a; 96 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 96g, 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: Glnj� CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 17 of 27 r7 Seller(s) Initials: CTMeContracts.com - ©2025 MRI Software LLC 991 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 442 general real estate taxes for the year of Closing, based on 49- ❑ Taxes for the Calendar Year Immediately Preceding Closing 4r.. ❑ Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying 495 seniors property tax exemption, qualifying disabled veteran exemption or ® Other 9W Buyer is tax exempt. g'' 16.1.2. Rents. Rents based on ❑ Rents Actually Received ® Accrued. At Closing, Seller will 998 transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after 449 lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. IGGG IGGI 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and 1002 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations IGG2 are final. 1004 16.2. Association Assessments. Current regular Association assessments and dues (Association 1GG� Assessments) paid in advance will be credited to Seller at Closing. All Association Assessments accrued 1008 before Closing must be paid by Seller and all Association Assessments accrued after Closing must be paid I GG ` by Buyer. Cash reserves held out of the regular Association Assessments for deferred maintenance by the IGGS 1009 Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 101r. Any special assessment assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer loll ❑ Seller. Except however, any special assessment by the Association for improvements that have been I ,1:_ installed as of the date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the I G I _ obligation of Seller unless otherwise specified in Additional Provisions. Seller represents there are no unpaid 1014 regular or special assessments against the Property except the current regular assessments and 101= Association Assessments are subject to change as provided in the Governing Documents. IGIE 1017 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession 1016 Date at Possession Time, subject to the Leases as set forth in 10.6.1.1. 1G14 1 § If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction IG_1 I IG_ ; and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 1 L 500.00 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession 10 Time until possession is delivered. Additionally, Buyer may pursue a claim against Seller for any of Buyer's I _ actual additional damages incurred by Buyer in excess of such amount. 10> . 102General Provisions Io=€ IG-4 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; IG31 AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property and Inclusions will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 1i 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 1i1=° total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 10 t paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before 1G° Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. 1034 Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at 104G Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from I04 I damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance 104° policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance IG44 proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired IC_,- prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, IG=r if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written 1047 agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 18 of 27 Seller(s) Initials: tf CTMeContracts.com - 02025 MRI Software LLC 10,3 sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total 10'." Purchase Price, plus the amount of any deductible that applies to the insurance claim. 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is 10=_ earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar 1a=- 10�r size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds lo<<, received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not 10=_ repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to loFvr Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at IM, Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase IO@E2 Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 10` Closing. IG64 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1WC condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 1as_ 1 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should 1al.c. Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, 1071: Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in 1071 the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or 107 exceed the Purchase Price. 107:_ 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 10+- walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions 107 complies with this Contract. ie 107' 107e 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 107� acknowledge that their respective broker has advised that this Contract has important legal consequences 14Fr and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel 14e.+ before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with 102.: their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and I a8' (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 109- engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, lOF'` including deadlines, that must be complied with. 148} 1087 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines I a1;: 1019�, in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, 109( including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed i49, timely as provided in this Contract or waived, the non -defaulting party has the following remedies: 1a9_ 20.1. If Buyer is in Default: I09 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money tag_' (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest 149= Money is not a penalty, and the parties agree the amount is fair and reasonable. Seller may recover such 109c additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full 1097 lose. force and effect and Seller has the right to specific performance or damages, or both. 1099 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is 110r checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to i lC, Seller and retained by Seller. It is agreed that the Earnest Money amount specified in § 4.1. is LIQUIDATED 11C, DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided 1102 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations 11C4 of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 110` 20.2. If Seller is in Default: 11 nt CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 19 of 27 tf Seller(s) Initials: CTMeContracts.com - ©2025 MRI Software LLC 1107 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as I I08 canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may 1109 recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for 1-110 till failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this 1112 Contract as being in full force and effect and Buyer has the right to specific performance or damages, or 1113 both. 1114 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under 1.11` this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, 111 failure to perform any replacements or repairs required under this Contract or failure to timely disclose any 1117 known adverse material facts, Seller remains liable for any such failures to perform under this Contract after 1118 Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 1119 survive Closing. 1120 1121 1122 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 1t23 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court I12d must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and it-- expenses. 112E 1127 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not if 2F resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the 11" parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 11 : cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must 1I:! 11 agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share 11 = equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the 11 -14 entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by 1135 one party to the other at that party's last known address (physical or electronic as provided in § 26). Nothing 113£ in this Section prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, 1137 before or after the date of written notice requesting mediation. This Section will not alter any date in this 1132, Contract, unless otherwise agreed. ills I I1Ac 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must it'll release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. 11.'2 IIn the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to I•=- I release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) 1141; wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a 114,6 court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable 1147 attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless 114E8 Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) 1149 containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money 115C Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In 11 ` 1 the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the 1152 time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the I ICourt. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or 1154 termination of this Contract. 1I5= II__ 115, 24. TERMINATION. 1158 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to 1159 Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to 1160 Terminate), provided such written notice was received on or before the applicable deadline specified in this II* 1 Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the 1 "2 Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right I IE.S to Terminate under such provision. Any Notice to Terminate delivered after the applicable deadline specified tI in the Contract is ineffective and does not terminate this Contract. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 20 of 27 tf Seller(s) Initials: CTMeContracts.com - 02025 MRI Software LLC 11 ;_ 24.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received 1IA7 hereunder must be timely returned to Buyer and the parties are then relieved of all obligations hereunder, 11AS subject to §§ 10.4. and 21. 11 b9 117r: 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and 1171 specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any 117` prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this 11 Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 11 enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by 11 its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor 11 - to a party receives the predecessor's benefits and obligations of this Contract. 11"c. ii-,c 26. NOTICE, DELIVERY AND CHOICE OF LAW. 11�1: 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, 11='' except as provided in § 26.2. and is effective when physically received by such party, any individual named in 11 e, this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working 11t = with such party (except any notice or delivery after Closing must be received by the party, not Broker or 11=u Brokerage Firm). L.. 11r� 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in 11 ;- electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 11 R such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 11Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the 114G electronic address of the recipient by facsimile, email or . 1191 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email 1192 at the email address of the recipient, (2) a link or access to a website or server provided the recipient t13- receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax 11 119= No.) of the recipient. 11 WE 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed 119, in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign 115E a contract in Colorado for real property located in Colorado. 119� 1201- 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, 1201 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 12GL acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 12V accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be 1204 120executed by each party, separately and when each party has executed a copy thereof, such copies taken 1201E together are deemed to be a full and complete contract between the parties. 12F 12r1E. 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 120 including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1211: Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey; 1211 and Property Disclosure, Inspection, Indemnity, Insurability and Due Diligence. 29. BUYER'S BROKERAGE FIRM COMPENSATION. Buyer's brokerage firm's compensation will be paid, 121= at Closing, as follows: 121 029.1. 1_0% of the Purchase Price or $ by Seller. Buyer's brokerage firm is an intended third -party 1217 beneficiary under this provision only. The amount paid by Seller under this provision is in addition to any other amounts Seller is paying on behalf of Buyer elsewhere in this Contract. ❑ 29.2. % of the Purchase Price or $ by Buyer pursuant to a separate agreement between Buyer and 1221' Buyer's brokerage firm. This amount may be modified between Buyer and Buyer's brokerage firm outside of 1221 this Contract. 12 i ❑ 29.3. % of the Purchase Price or $ by a separate agreement between Buyer's brokerage firm and CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 21 of 27 tf Seller(s) Initials: CTMeContracts.com - 02025 MRI Software LLC 1224 Seller's brokerage firm 122E 122'6 1227 ADDITIONAL PROVISIONS AND ATTACHMENTS 1228 1229 1230 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 1231 Colorado Real Estate Commission.) 1232 30.1 Assignability - Buyer may assign this Contract to any entity that controls, is controlled 1233. by, or is under common control with Buyer, without Seller's consent. provided, i) Buyer shall 12'_4 gromptly notify Seller of any such assignment, (ii) Buyer shall remain personally responsible 1 '-- for all liabilities and responsibilities of Buyer under this Contract, including, but not limited 12" to, payment in full of the Purchase Price, (iii) the assignment document shall be executed by 123the assignee and shall provide for the assumption by the assignee of all of Buyer's duties 1238 and obligations hereunder, including responsibility for payment of the Purchase Price, and 1239 1240 (iv a copy of the assignment document, with the original signatures of Buyer and the 124, assignee, shall be furnished to Seller within seven days after the occurrence of any such 1242 assignment, but in any event three (3) business days prior to the Closing of this transaction. 1243 1244 30.2 Seller acknowledges that this Contract is conditioned upon approval by Avon Town Council by the adoption of Resolution by July 22, 2025. If Town Council does not approve 12 1 47 7 this contract on July 22, 2025, Buyer shall terminate this Contract and Seller shall be 1248 obligated to return the Earnest Money to Buyer. Notwithstanding anything to the contrary 124y herein, the date for final approval by the Town of Avon Town Council, whether approval 125-c requires one or two readings, shall not extend beyond July 28, 2025. 12E7 30.3 Closing Extension - The Seller may extend the date of Closin_g up to forty-five (45) days, 1 by notice to Seller on or before September 9. 2025. Imo_ 1255 12;8 30.4 Buyer and Seller acknowledge that Buyer is pursuing financing to provide the funds for the Purchase Price. Buyer may terminate this Contract if Buyer determines the financing terms are not acceptable in Buyer's sole discretion on or before July 28, 2025. 1219 Notwithstanding anything_ to the contrary herein, after July 28, 2025, Buyer may terminate 1260 this Contract, and receive a refund of Buyer's Earnest Money only if one of the following 1 r ' occurs:li) a Seller default; (ii) Buyer is unable to obtain effective upon the close of business on August 15. 2025, COP (Certificate of Participation)financing with a 20 year amortization at 1262 a rate equal to or less than 6.40%, and Buyer provides to Seller written notice terminating the 126a — 12FE Contract on or before August 17, 2025; or, (iii) in the event Buyer's funds for the Purchase 12s6 Price are not available on Closing due to the closure of capital markets arising from a Federal 1 r7 declaration of. national emergency; pandemic: terrorism; or acts of war. 12sF 30.5 Buyer represents that the Avon Real Estate Transfer Tax of 2% is inapplicable to the conveyance of the Propertv from Seller to Buyer. Seller shall pay no Avon Real Estate 1271 Transfer Tax arisin_q from Closing. 1272 1272 1274 30.6 Contract Section 4.4.3. is amended to add the following provision: Buyer represents that 127E Buyer intends to pursue bond financing to provide funds which, in addition to other available 1276 funds of the Buyer, will be in an amount not less than the amount stated as Cash at Closing 1277 in Section 4.4. Buyer may terminate this Contract if Buyer determines that bond purchase 1278 financing terms are not acceptable on or before July 28, 2025. 1279 1290 ,Le 1 30.7 Contract Section 6.3 is deleted in its entirety. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 22 of 27 Seller(s) Initials: CTMeContracts.com - ©2025 MRI Software LLC 1282 12E,` 30.8 Contract Section 8.2 is amended to add the following provision: Notwithstandinp 1284 128` anythin_q to the contrary herein, Buyer shall have until the earlier of Closing or three (3) days 12E-ff after receipt to object to any new exception reflected on any updated Title Commitment 1287 issued after the expiration of the Record Title Objection Deadline by delivering written notice 128a of such objection to Seller (the "New Title Objections"). Seller shall have the right, but not the 12sC, obligation, to cure all such New Title Objections. If Seller shall fail to respond or decline to 129C cure any New Title Objections within ten (10) days after Seller's receipt of the New Title 1291 Objections (the "New Title Objection Curative Period"), Buyer may either (i) terminate this 1 `192 123_ Agreement, or (ii) waive all uncured New Title Objections and Buyer accepts the condition of 1291 title as satisfactory. Further, Buyer shall request any desired endorsements to the Title 129= Commitment as soon as reasonably possible after receipt of the Title Documents and in no 129E event later than seven (7) days prior to expiration of the Record Title Objection Deadline. 12�C,r 129P' 30.9 Regarding Section 8.6. Buyer acknowledges that the Lease agreement includes a Right 12 93 of First Refusal. If the Tenant exercises the right of first refusal pursuant to the terms of the 13CC Lease prior to the Third Party Right to Purchase/Approve Deadline, Seller will reimburse 13i' 1301 Buyer's actual third -party costs incurred in due diligence in an amount not to exceed $15,000 13U . upon receipt from Buyer of third -party invoices and complete copies of all due diligence 13U; reports generated for the requested reimbursement and shall return Earnest Money to Buyer. 130E 30.10 Contract Section 10.2 is amended to add the following provision: "Buyer has carefully 130' and thoroughly made, or prior to closing will have carefully and thoroughly made, every 13Ur investigation and inquiry Buyer deems necessary concerning all aspects of the Property 130° 131C which are or may be of concern to Buyer, including, but not limited to, the terms and 1311 conditions of the Lease; the physical condition of the Property and improvements thereon; 1312 the location of the boundaries: the nature of the soil thereof: utility extension and services: 131' the easements, rights -of -way, and encroachments, if any; the zoning classification and 131= building code requirements thereof, the suitability of the Property for Buyer's intended use; 131 ` compliance or non-compliance with governmental rules and regulations, including, but not 13 1 _ limited to, laws relatin_g to land use, environmental conditions, or health or safety; and a13 ll 131 other matters or things relating to the Property which are of concern to Buyer. Buyer 13 i:_ acknowledges that neither Seller nor his agents or attorneys have made any representations 132 : or warranties regarding the Property, except as expressly set forth herein. JG ' 132 30.11 Contract Section 10.3 is amended to add the followinq provision: Buyer's Inspection is 132 limited to non-invasive inspection techniques without the prior written approval of Seller in 132-- its sole discretion. Subject to the Tenant's rights under the Lease. Buyer shall have the right 132- 132= to enter upon the Property at reasonable times during normal business hours and upon 1 forty-ei_-ght (48) hours prior notification to Seller and Tenant. Seller or its representatives shall 132 have the right to accompany Purchaser or its inspectors during any inspection of the 132 - Property. 132f. 132' 30.12 Section 11.2. Seller Estoppel Statement, is deleted and replaced with the following: In 132 the event Seller does not receive from the Tenant under the Lease a completed signed 13°._ 132 Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting 132 forth the information and documents required under the Lease agreement, and deliver the 133a_ same to Buyer on or before Estoppel Statements Deadline. 13�I 133c 30.13 Steve Schroeder is the representative of Seller who is most likely to have knowledge of the Property, and the matters set forth in this Contract. All references in this Contract and the CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 23 of 27 Seller(s) Initials: tf CTMeContmcts.com - 02025 MRI Software LLC 1-11 1341 Closing documents to "actually known by Seller. " "actual knowledge. " "otherwise know. " or 1 words of similar import shall refer only to the current actual (as opposed to deemed, imputed 1 or constructive) knowledge of Steve Schroeder, without inquiry or investigation, and 1344 notwithstanding any fact or circumstance to the contrary. shall not be construed to refer to 1345 the knowledge of any other person or entity. The fact that reference is made to Steve 1 Schroeder shall not render him personally liable in any manner whatsoever under this 1-" Contract, including, without limitation liability for any breach of representations or 134s 13a9 warranties of Seller and Buyer hereby waives any claim or cause of action against the above identified individual arising from the Seller's representations and warranties contained 1 herein. I '= 30.14 Buyer understands that Seller does not desire to sell the Property but rather desires to 134"_ effect an exchange of the Property for other property. Buyer agrees to cooperate in I qualifying this transaction as an Internal Revenue Code Section 1031 tax -deferred exchange 1=- for Seller: provided. that Buyer shall not incur any additional liability or cost because of such exchange. Seller may assign this contract to a qualified intermediary to complete Seller's tax I_ deferred exchange. Buyer's promise of cooperation in an exchange is a material part of the 13^i consideration to Seller. i' 30.15 Notwithstanding anythinq to the contrary herein, the terms and conditions of this 1 Section 30, Additional Provisions, control over any conflicting provision of this Contract. 13�s I 31. OTHER DOCUMENTS. 1 31.1. Documents Part of Contract. The following documents are a part of this Contract: 13^y N/A 1372 Iq7' 1 31.2. Documents Not Part of Contract. The following documents have been provided but are not a I I part of this Contract: 1-{77 N/A 1378 13.79 138t1 1381 1382 1383 Signatures 1384 I3$1 1386 1387 138E L Ilewl, 7owir Iffara I.{Gc 6Jex Date: 6/23/2025 1391 Buyer: Town of Avon 1392 By: Eric Heil, Town Manager 1392 1394 1395 13.96 [NOTE: If this offer is being countered or rejected, do not sign this document.] 1397 1 ? aE, CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 24 of 27 Seller(s) Initials: IT CTMeContracts.corn - 02025 MRI Software LLC 1'99 140C 14G1 14C2 I4r,? 1494 14G` 140£ 1407 1408 1409 1410 1411 1412 1411 1414 141c 141c 1417 141E. 1419 14�C 14- 1422 14_. 14- 142c 142 14Z2- 142 142_ 14'( 1431 1422 14': 1434 WE 14H 14'7 143c 142 c, 1441 1441 1442 144' 1444 14:c- 144JE 14»- 144t 1441 14�i( 1451 14=2 14` 149,4 14_c` 14cE Date: 6/24/2025 Seller: 15 Sun Road, LLC By: Steven Schroeder, Authorized Signatory END OF CONTRACT TO BUY AND SELL REAL ESTATE BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. Broker Working With Buyer Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a ® Buyer's Agent ❑ Transaction -Broker in this transaction. ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by as specified in §29 above. This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm's Name: Fortius Commercial Advisors, LLC Brokerage Firm's License #: EC 100024445 fiwic% �'c�a►ric% Broker's Name: Erich Schmidt Broker's License #: ER 100046892 Address: 245 Chapel Place, Suite C 200 Avon, CO 81620 Phone No.: 970-476-6415 Fax No.: 888-230-9544 Email Address: eschmidt@fortiuscap.com CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Date: 612312025 Page 25 of 27 tf S eller(s) Initials: CTMeContracts.com - 02025 MRI Software LLC 1457 1456 1458 14P 1 Date: 612312025 11 Broker's Name: Steven Sendor 1483 1484 BrokerLicense #: 14P= Brokerage Firms Name: Fortius Commercial Advisors, LLC I»cc Brokerage Firm's License #: EC 100024445 1467 14-68 Address: 245 Chapel Place, C200 Avon CO 81632 1499 Ph: (970)476-6415 Fax: Email: ssendor@fortiuscap.com 1470 1471 1472 1473 1474 �00�e �ie�� Date: 6/23/2025 147= 147E Broker's Name: Kyle Diehl 1477 Broker's License #: FA.100083582 1478 147c' Brokerage Firm's Name: Fortius Commercial Advisors 141z0 Brokerage Firm's License #: 148-1 Address: 1482 Ph: Fax: Email: kdiehl@fortiuscap.com 14K 1484 14K 1486 1487 B. Broker Working with Seller 1498 1483 1400 Broker El Does El Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 1491 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1492 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 1493 Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1494 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 1495 mutual instructions, provided the Earnest Money check has cleared. 1496 1497 Broker is working with Seller as a ❑ Seller's Agent ❑ Transaction -Broker in this transaction. 1458 1499 ❑ Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship 1500 with Buyer. 1501 1502 1503 Brokerage Firm's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other. 1504 t5r, This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT I5H create any claim for compensation. Any agreement to pay compensation must be entered into separately and 15-07 apart from this provision. 1508 150© t510 IS I I Brokerage Firm's Name: Van Hull Commercial, LLC 1512 1513 Brokerage Firm's License #: EC.040025046 I514 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 26 of 27 Seller(s) Initials: ff CTMeContracts.com - ©2025 MRI Software LLC Date: Broker's Name: Brad Van Hull Broker's License #: ER.040012371 Address: 2961 Skimmerhorn St. Ft. Collins, CO 80526 Phone No.: 970-266-8900 Fax No.: Email Address: bvanhull@aol.com CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) CTM eContracts - ©2025 MRI Software LLC - All Rights Reserved CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 27 of 27 Seller(s) Initials: tf CTMeContracts.com - ©2025 MRI Software LLC