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TC Resolution 26-01 Approving a Purchase Agreement and Authorizing the Acquisition of 91 Beaver Creek Place, Avonn Avon COLORADO RESOLUTION 26-01 APPROVING A PURCHASE AGREEMENT AND AUTHORIZING THE ACQUISITION OF 91 BEAVER CREEK PLACE, 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 91 Beaver Creek Place, within the Town, will facilitate and enable the ability of the Town of Avon to develop Community Housing; and WHEREAS, the Council finds that the acquisition of 91 Beaver Creek Place 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 91 Beaver Creek Place and approves the Town entering into the subject purchase agreement through the execution of the Contract to Buy and Sell Real Estate (Commercial), as amended, 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 November 19, 2025, between the Town of Avon, as Buyer, and the Trusts referenced therein, as Seller, as amended, all of which is attached hereto as Exhibit A, which includes amending the purchase price and closing date and withdrawal of both the title and appraisal objections, and in connection therewith, the Council authorizes the acquisition of 91 Beaver Creek Place, 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. ADOPTED February 10, 2026 by THE TOWN COUNCIL OF THE TOWN OF AV p�N OF q�0 By: Attest: Tam N. Underwood, Mayor Miguel Jaure i asanueva, T ' n, er L CULORR�O Resolution 26-01 Purchase and Acquisition of 91 Beaver Creek February 10, 2026 Page 1 of 1 Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 s 9 is 11 12 13 14 15 16 17 is I C. 2C 21 22 22. 24 2` Gr 27 28 29 3r, "1 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: 1111912025 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. 3/6th bV 1987 REVOCABLE /NTERVIVOS TRUST OF CHARLES C. ALLEN AND SUSAN DAVIS ALLEN;1/6th by HAROLD J ALLEN TRUST NO. 1 FOR THE BENEFIT OF CHARLES C. ALLEN;1/6th by HAROLD J ALLEN TRUST NO. 2 FOR THE BENEFIT OF BRUCE H. ALLEN;1/6 by THE HAROLD J ALLEN TRUST NO. 3 FOR THE BENEFIT OF KATHLEEN E. ALL (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): 3c 1,7 Subdivision: BENCHMARK AT BEAVER CREEK Lot: 71 38 known as: 91 Beaver Creek Place, Avon, CO 81620 3119 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 4c thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded 41 42 (Property). 42 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 44 2.5.1. Inclusions — Attached. If attached to the Property on the date of this Contract, the 4` following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and 4� air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting 47 blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 48 and controls, built-in vacuum systems (including accessories) and garage door openers (including remote 49 controls). If checked, the following are owned by the Seller and included: ❑ Solar Panels S[} 51 ❑ Water Softeners ® Security Systems ❑ Satellite Systems (including satellite dishes). Leased items 42 should be listed under § 2.5.8. (Leased Items). If any additional items are attached to the Property after the 43 date of this Contract, such additional items are also included in the Purchase Price. %4 2.5.2. Inclusions — Not Attached. If on the Property, whether attached or not, on the date of this 55 Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, 5S 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) Pagel of 27 Initials CTMeContracts.com - ©2025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 `7 rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide �18 alarms, smoke/fire detectors and all keys. C9 60 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also 61 included in the Purchase Price: 62 2.5.4. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must 63 be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate 64 taxes for the year of Closing), liens and encumbrances, except: 65 Buyer ❑ Will ® Will Not assume the debt and obligations on the Encumbered Inclusions subject to Buyer's 66 review under §10.6. (Encumbered Inclusion Documents) and Buyer's receipt of written approval by such 67 lender before Closing. If Buyer does not receive such approval this Contract terminates. 66 69 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: 73 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: 76 The trade fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes 77 73 (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 a1 transferred to Buyer at Closing (Leased Items): s2 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. Sr" ❑ 2.5.9. Solar Power Plan. If the box is checked, Seller has entered into a solar power purchase 86 agreement, regardless of the name or title, to authorize a third -party to operate and maintain a photovoltaic e7 as system on the Property and provide electricity (Solar Power Plan) that will remain in effect after Closing. fig Buyer ❑ Will ❑ Will Not assume Seller's obligations under such Solar Power Plan subject to Buyer's review so under §10.6. (Solar Power Plan) and Buyer's receipt of written approval by the third -party before Closing. If 91 Buyer does not receive such approval this Contract terminates. O2 2.6. Exclusions. The following items are excluded (Exclusions): 93 any furniture, fixtures. & equipment of the tenants. 94 2.7. Water Rights/Well Rights. 95 96 El2.7.1. Deeded Water Rights. The following legally described water rights: 97 Any deeded water rights will be conveyed by a good and sufficient deed at Closing. 98 ❑ 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 99 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: too ❑ 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer 101 understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" tG2 used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership 103 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in 104 10S the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for IG6 the well and pay the cost of registration. If no person will be providing a closing service in connection with the 107 transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is . 1as ❑ 2.7.4. Water Stock. The water stock to be transferred at Closing are as follows: 109 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights I10 Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such III rights to Buyer by executing the applicable legal instrument at Closing. 112 113 2.7.6. Water Rights Review. Buyer has a Right to Terminate if examination of the Water Rights 114 is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 11 c. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 2 of 27 Initials CTMeContracts.com - ©2025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 14= 14" 14:.:. to I4c 14 I `': t{ i t= 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 MT 2 § 4 Alternative Earnest Money Deadline 3 Business Days After MEC Title 3 § 8 Record Title Deadline (and Tax Certificate) 5 Days After MEC 4 § 8 Record Title Objection Deadline 1212912025 Monday 5 § 8 Off -Record Title Deadline 5 Days After MEC 6 § 8 Off -Record Title Objection Deadline 1212912025 Monday 7 § 8 Title Resolution Deadline 11212026 Friday 8 § 8 Third Party Right to Purchase/Approve Deadline N/A 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 15 Days After MEC 12 § 10 Lead -Based Paint Disclosure Deadline (if Residential Addendum attached) N/A Loan and Credit 13 § 5 New Loan Application Deadline 30 Days After MEC 14 § 5 New Loan Terms Deadline 112712026 Tuesday 15 § 5 New Loan Availability Deadline 112712026 Tuesday 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 112012026 Tuesday 23 § 6 Appraisal Objection Deadline 112012026 Tuesday 24 § 6 Appraisal Resolution Deadline 112312026 Friday Survey 25 § 9 New ILC or New Survey Deadline 1212912025 Monday 26 § 9 New ILC or New Survey Objection Deadline 1212912025 Monday 27 § 9 New ILC or New Survey Resolution Deadline 11212026 Friday 173 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 3 of 27 Initials CTMeContracts.com - 02025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 75 176 177 178 17L ISO ISI tS2 IS's ISa 195 186 197 11;8 189 196 191 192 19 =. t 9�s 1W 198 199 200 201 202 203 204 205 206 207 2/08 2V9 210 211 212 213 214 215 21� 217 - 213 219 220 221 222 223 224 225 226 227 228 229 230 221 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 1212912025 Monday 31 § 10 Inspection Objection Deadline 1212912025 Monday 32 § 10 Inspection Resolution Deadline 11212026 Friday 33 § 10 Property Insurance Termination Deadline 1212912025 Monday 34 § 10 Due Diligence Documents Delivery Deadline 15 Days After MEC 35 § 10 Due Diligence Documents Objection Deadline 1212912025 Monday 36 § 10 Due Diligence Documents Resolution Deadline 11212026 Friday 37 § 10 Environmental Inspection Termination Deadline 1212912025 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 1212912025 Monday 42 § 11 Estoppel Statements Termination Deadline 11212026 Friday Closing and Possession 43 § 12 Closing Date 212712026 Friday 44 § 17 Possession Date 212712026 Friday 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. 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline ® Will ❑ Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 4 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 232 233 4. PURCHASE PRICE AND TERMS. 234 23c 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as 23,c: follows: 2'1 .- 2uc• 2sq 240 241 242 24; 24 24_ 24E 247 24S 249 -;=r 2!7 Item No. Reference Item Amount Amount 1 § 4.1. Purchase Price $ 2,800,000.00 2 § 4.3. Earnest Money $ 140,000.00 3 § 4.5. New Loan $ 1,960,000.00 4 § 4.6. Assumption Balance $ 5 § 4.7. Private Financing $ 6 § 4.7. Seller Financing $ 7 $ 8 $ 9 § 4.4. Cash at Closing $ 700,000.00 10 Total $ 2,800,000.00 $ 2,800,000.00 r= 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed -` by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of 256 allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, «F loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or - expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere 259 26c in this Contract. 2FI 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Wire, will be 262 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 26` unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties 2E,F authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), 26E if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest 267 Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 26C residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money 270, deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 271 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if 272 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, 274 Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as 27s set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not 27E already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer 277 or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 27 c• 274 days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 280 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an 26, Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, 262 written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 283 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute 284 and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and 2K liable to Buyer as set forth in "If Seller is in Default", § 20.2. and § 21, unless Seller is entitled to the 28'F-' Earnest Money due to a Buyer default. 287 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute 286 �and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and < i_ CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 5 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 liable to Seller asset forth in "If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest _c.j2 Money due to a Seller Default. 293 4.4. Form of Funds; Time of Payment; Available Funds. 21 4 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, -95 Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including 296 electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 297 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be 299 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by 300 Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 301 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ® Does 302 ❑ Does Not have funds that are immediately verifiable and available in an amount not less than the amount 303 stated as Cash at Closing in § 4.1. 304 4.5. New Loan. 3as 3GS 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2. (Seller 307 Concession), if applicable, must timely pay Buyer's loan costs, loan discount points, prepaid items and loan 308 origination fees as required by lender. 3a9 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and 310 acceptable to Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan 311 Limitations) or § 30 (Additional Provisions). 2 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: ❑ Conventional ® Other Any financing. 4.6. Assumption. (Omitted as inapplicable) Ir, 4.7. Seller or Private Financing. (Omitted as inapplicable) 317 318 ,Iy TRANSACTION PROVISIONS 32a "t1 5. FINANCING CONDITIONS AND OBLIGATIONS. 322 323 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 3z 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 3219 Contract is conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the proposed 330 New Loan's payments, interest rate, conditions and costs or any other loan terms (New Loan Terms) are "I 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 334 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 lender's review and underwriting of Buyer's New Loan Application (New Loan Availability). Buyer has the 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 _ 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 NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey). 5.3. Credit Information. This Contract is conditional (for the sole benefit of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be in Seller's sole subjective CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 6 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information and documents (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information and documents received by Seller must be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at Closing is less than as set forth in § 4.1. of this Contract, Seller has the Right to Terminate under § 24.1., on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to Terminate under § 24.1., on or before Disapproval of Buyer's Credit Information Deadline. 5.4. Existing Loan Review. Seller must deliver copies of the loan documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer has the Right to Terminate under § 24.1., on or before Existing Loan Termination Deadline, based on any M unsatisfactory provision of such loan documents, in Buyer's sole subjective discretion. If the lender's approval 3E' of a transfer of the Property is required, this Contract is conditional upon Buyer obtaining such approval 36c' without change in the terms of such loan, except as set forth in § 4.6. If lenders approval is not obtained by 36.r' Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right to 36 Terminate under § 24.1., on or before Closing, in Seller's sole subjective discretion, if Seller is to be released 36cE, : 369 from liability under such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 37[ 37 i 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 37E. loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 374 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is 3&less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline 38i Buyer may, on or before Appraisal Objection Deadline: 1K 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 3Q ' is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before 189 Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 39(f or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution 391 Deadline, unless Seller receives Buyers written withdrawal of the Appraisal Objection before such 39' termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 35s 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, 354 removals or repairs, including an specified in the Appraisal Lender Property Requirements) to be made to 35t, P 9 Y p PP ( P rtY q ) 3 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, 397 this Contract terminates on the earlier of three days following Seller's receipt of the Lender Property 388 Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 394 the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 400 satisfaction of the Lender Property Requirements is waived in writing by Buyer. 401 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be 4021 timely paid by ® Buyer ❑ Seller. The cost of the Appraisal may include any and all fees paid to the "c appraiser, appraisal management company, lender's agent or all three. �c= 405 406 7. OWNERS' ASSOCIATIONS. This Section is applicable if the Property is located within one or more CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 7 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 Common Interest Communities and subject to one or more declarations (Association). Oat; yaw 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A 410 COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. 41, THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' 412 ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND 413 REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND 414 REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, 415 INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES 415 NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY 417 AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND 418 REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE 419 PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF A20 THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY 421 WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 423 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ 424 THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 42E THE ASSOCIATION. 426 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association 427 Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller �28 authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Sellers --4 obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association 4�a Documents, regardless of who provides such documents. 43I -s2 7.3. Association Documents. Association documents (Association Documents) consist of the as3 following: -a 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, rules and regulations, party wall agreements and the Association's responsible 436 governance policies adopted under § 38-33.3-209.5, C.R.S.; 437 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or ;air managers' meetings; such minutes include those provided under the most current annual disclosure required 439 under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the -40 minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent 441 312 minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 443 7.3.3. List of all Association insurance policies as provided in the Association's last Annual 444 Disclosure, including, but not limited to, property, general liability, association director and officer professional 4a5 liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, '46 additional named insureds and expiration dates of the policies listed (Association Insurance Documents); aa7 7.3.4. A list by unit type of the Association's assessments, including both regular and special 44B assessments as disclosed in the Association's last Annual Disclosure; 444 y=o 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's 4E I operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, 452 including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual 453 Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list of the 4 fees and charges (regardless of name or title of such fees or charges) that the Association's community y association manager or Association will charge in connection with the Closing including, but not limited to, 456 any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or 457 update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record 458 Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves 459 or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3.5., collectively, Financial 460 Documents); 461 462 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 463 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or 464 disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 8 of 27 Initials CTMeContracts.com - ©2025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 4613 obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; 467 Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or 4&; limited common elements of the Association property. 469 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. ' Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after Association Documents a ` Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate 47.E 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 477 received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on or before 471; Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, 4ae, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 481 4K 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 48- 8.1. Evidence of Record Title. d8s 48` ® 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the 4,_ title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record 4Z; Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title 4sa Commitment), in an amount equal to the Purchase Price, or if this box is checked, ❑ an Abstract of Title 48G certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as 490 soon as practicable at or after Closing. 491 ❑ 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the °gt title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record 4K Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 455 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 496 497 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will ❑ Will Not contain 498 Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or 499 insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) ,u survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time 501 of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and srt unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be sc paid by ❑ Buyer ® Seller ❑ One -Half by Buyer and One -Half by Seller ❑ Other. se` Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or 505 delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may sV. require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance 507 408 Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, 409 Resolution). 11, 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents). 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the party or parties obligated to pay for the owner's title insurance policy. 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title _ covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 9 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 - 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment =r- and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before 52 Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of 527 Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in 528 Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not 29 received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 530 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title 531 ` n Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, Ss4 (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this 536 § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to 537 Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all 538 documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to 539 Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition SAG of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. c41 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all v4.S _ 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). 546 This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has 547 the right to inspect the Property to investigate if any third party has any right in the Property not shown by 548 public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to 549 Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed 5` by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of =.s Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -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 does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not «,q shown by public records of which Buyer has actual knowledge. 55r; 8.4. Special Taxing and Metropolitan Districts. Intentionally Deleted 8.5. Tax Certificate. A tax certificate paid for by ® Seller ❑ Buyer, for the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the content of the Tax Certificate is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may terminate, on or before Record Title 564 Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or 4&7 before ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if %a; Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer's 569 Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyers Notice 570 to Terminate within such time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer 571 waives any Right to Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) 7= 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 4 7 5(e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a 575 third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly 76 577 submit this Contract according to the terms and conditions of such right. If the third -party holder of such right 47¢ exercises its right this Contract will terminate. If the third party's right to purchase is waived explicitly or 579 expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 5813 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this 5a1 Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 10 of 27 Initials CTMeContracts.com - ©2025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 I 'll I B d l f -M.; d P R; h P h th then terminate. Se ler wi supp y to uyer, in writing, etas s o any it arty ig t to urc ase e Property on or before the Record Title Deadline. of 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off -Record Title), § 8.5. (Tax Certificate) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the following options: `GG 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not cr,. agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on C.c., the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's cc;z Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to �G Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title CC-: Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. �.G (Off -Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or -. ,q fifteen days after Buyer's receipt of the applicable documents; or {ECC 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole �- subjective discretion. 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and sc �: 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. Ir 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 MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE s, PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF st - THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE fi21 COUNTY CLERK AND RECORDER. 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 62c, INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, sac 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 633 excepted, excluded from, or not covered by the owner's title insurance policy. 8.9. Mineral Rights Review. Buyer has a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 637 s. 9. NEW ILC, NEW SURVEY. 639 9.1. New ILC or New Survey. If the box is checked, (1) ❑ New Improvement Location Certificate CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page I I of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 (New ILC); or, (2) ® New Survey in the form of ALTA; is required and the following will apply: = 9.1.1. Ordering of New ILC or New Survey. ❑ Seller ® Buyer will order the New ILC or New Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, certified and updated as of a date after the date of this Contract. 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on A-4F, or before Closing, by: ❑ Seller ® Buyer or: n47 ^48 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or 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. 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective _ discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to _ Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection r Deadline, notwithstanding § 8.3. or § 13: = 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter _} that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. s 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received A69 by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not r; 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). DISCLOSURE, INSPECTION AND DUE DILIGENCE 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND -s8u SOURCE OF WATER. n81 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller x82 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 E-4 of this Contract. ;Z r,C. R� 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller _F,7 must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. ,Sss Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an hs4 adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. c,s(r Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days 691 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." L 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and ;,y7 Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 12 of 27 Initials CTMeContracts.com - 02025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 699 mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service 7016 to the Property (including utilities and communication services), systems and components of the Property 701 (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or 7C(5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the 7C Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 7c4 � 7010.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify 70J& Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, 707 provided the Buyer did not previously deliver an Inspection Objection. Buyer's Right to Terminate under this 70t: provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 7GP 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to 71 b Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 711 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before 712- Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 7 ; - or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and 717 the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 71 F,executing an Earnest Money Release. 719 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other 72G written agreement between the parties, is responsible for payment for all inspections, tests, surveys, 721 engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that 722 occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any 7` kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold 72` Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by 7; Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including 7 `i: Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the 729 termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection Resolution. "1 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance 732 Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and 7 premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. 10.6. Due Diligence. 7M- 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents 7�17 and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or 7311 before Due Diligence Documents Delivery Deadline: 739 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other 741s occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining 741 to the Property that survive Closing are as follows (Leases): Avon Snow Barber Shop, Tactueria No SE Hagan Bolas. 74` 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.8., Leased 74=, Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information 746 pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 747 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are 74a encumbered pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the 749 evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due 750 Diligence Documents Delivery Deadline. 751 10.6.1.4. Solar Power Plan. Copy of any Solar Power Plan not included in Leased Items 752 . of its name or title 7S_ (regardless ) 754 10.6.1.5. Septic Use Permit. If required by the local health department or other applicable 75cl: government entity, on or before the local health department's applicable deadline, Seller must pay for and 7�6 furnish to Buyer a Septic Use Permit. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 13 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-139lA6F393E4 10.6.1.6. Other Documents. If the respective box is checked, Seller agrees to additionally 758 deliver copies of the following: 759 760 1910.6.1.6.1. All contracts relating to the operation, maintenance and management of the 7E1 Property; 762 010.6.1.6.2. Property tax bills for the last 2 years; 7653 ®10.6.1.6.3. As -built construction plans to the Property and the tenant improvements, 7E4 including architectural, electrical, mechanical and structural systems; engineering reports; and permanent 768 Certificates of Occupancy, to the extent now available; 766 767 010.6.1.6.4. A list of all Inclusions to be conveyed to Buyer; 760 ®10.6.1.6.5. Operating statements for the past 2 years; 769 ®10.6.1.6.6. A rent roll accurate and correct to the date of this Contract; 770 ® 10.6.1.6.7. A schedule of any tenant improvement work Seller is obligated to complete 771 but has not yet completed and capital improvement work either scheduled or in process on the date of this 77' Contract; 774 010.6.1.6.8. All insurance policies pertaining to the Property and copies of any claims 775 which have been made for the past 2 years; 776 010.6.1.6.9. Soils reports, surveys and engineering reports or data pertaining to the 777 Property (if not delivered earlier under § 8.3.); 778 010.6.1.6.10. Any and all existing documentation and reports regarding Phase I and II 779 environmental reports, letters, test results, advisories and similar documents respective to the existence or 7E0 nonexistence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances and/or 761 7E2 underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seller, 783 Seller warrants that no such reports are in Seller's possession or known to Seller; 784 0110.6.1.6.11. Any Americans with Disabilities Act reports, studies or surveys concerning 7E5 the compliance of the Property with said Act; 766 010.6.1.6.12. All permits, licenses and other building or use authorizations issued by any 787 governmental authority with jurisdiction over the Property and written notice of any violation of any such 783E permits, licenses or use authorizations, if any; and 74 ,4 11 0110.6.1.6.13. Other: 790 791 Copies of all invoices or payment receipts related to any material property expenses paid by 7Ir2 the Sellers in the last twenty-four (24) months. 793 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and 794 object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or 795 are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents 796 Objection Deadline: 797 7PE 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract 794 is terminated; or 800 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of E0I any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 802 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection 803 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller 8C4 have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution C,sc' Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller 8G6 receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., 807 on or before expiration of Due Diligence Documents Resolution Deadline. 808 809 10.6.2.4. Automatic Due Diligence Extension. If a Due Diligence Document is not 810 delivered on or before the Due Diligence Documents Deadline, Buyer has until the earlier of Closing or ten s11 days after receipt by Buyer to review and object to such Due Diligence Document. If Buyer's right to review E12 and object to such Due Diligence Document is extended due to such Due Diligence Document not being EI3 delivered on or before the Due Diligence Documents Deadline, the Due Diligence Document Resolution 814 Deadline will also be extended to the earlier of Closing or fifteen days after Buyer's receipt of such Due ;I CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 14 of 27 Initials CTMeContracts.com - 02025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 &�6 Diligence Document. 817 10.6.3. Zoning. Buyer has the Right to Terminate under § 24.1., on or before Due Diligence $try Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by 81 � any governmental agency with jurisdiction over the Property, in Buyer's sole subjective discretion. 82( 10.6.4. Due Diligence — Environmental. Buyer has the right to obtain environmental inspections 821 of the Property including a Phase I Environmental Site Assessment. ❑ Seller ® Buyer will order or provide 8" a current Phase I Environmental Site Assessment (compliant with the most current version of the applicable $`' ASTM E1527 standard practices for Environmental Site Assessments) and/or , at the expense of ❑ Seller 824 a2 ® Buyer (Environmental Inspection). 84_4 , If the Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, 827 the Environmental Inspection Termination Deadline will be extended by 0 days (Extended Environmental 82S Inspection Termination Deadline) and if such Extended Environmental Inspection Termination Deadline 826 extends beyond the Closing Date, the Closing Date will be extended a like period of time. In such event, 83C ❑ Seller ® Buyer must pay the cost for such Phase II Environmental Site Assessment. 821 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 83 10.6.4., Buyer has the Right to Terminate under § 24.1., on or before Environmental Inspection ss. Termination Deadline, or if applicable, the Extended Environmental Inspection Termination Deadline, based 8`-1 on any unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. 835 10.6.5. Due Diligence — ADA. Buyer, at Buyer's expense, may also conduct an evaluation 827 whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections K8 and evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of 839 Seller's and any Seller's tenants' business uses of the Property, if any. 841, Buyer has the Right to Terminate under § 24.1., on or before ADA Evaluation Termination Deadline, 941 based on any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 84.' 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of 94 that certain property owned by Buyer and commonly known as . Buyer has the Right to Terminate under § 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if 84Y, such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller 84� does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any 848 Right to Terminate under this provision. 849 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). as(. [Intentionally Deleted - See Residential Addendum if applicable] $` 1 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of $" the Leases to be assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions s or rent abatements except as disclosed in the Lease or other writing received by Buyer. Seller will not amend, $rs 8«alter, modify, extend or cancel any of the Leases nor will Seller enter into any new leases affecting the &� Property without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed. s� 10.10. Lead -Based Paint. [Intentionally Deleted - See Residential Addendum if applicable] s44 10.11. Carbon Monoxide Alarms. [Intentionally Deleted - See Residential Addendum if Stt; applicable] 8c 1 10.12. Methamphetamine Disclosure. [Intentionally Deleted - See Residential Addendum if M3 applicable] 864 M:. 11. TENANT ESTOPPEL STATEMENTS. 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel &6; Statements. Seller must request from all tenants of the Property and if received by Seller, deliver to Buyer on 868 or before Estoppel Statements Deadline, statements in a form and substance reasonably acceptable to 864 Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of the Lease $7`° stating: 871 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 872 87;; 11.1.2. That said Lease is in full force and effect and that there have been no subsequent CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 15 of 27 Initials CTMeContracts.com - ©2025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 �. 1 modifications or amendments; 875 11.1.3. The amount of any advance rentals paid, rent concessions given and deposits paid to 876 Seller; 877 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 87'8 879 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 660 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and 88I complete copy of the Lease demising the premises it describes. s&� 11.2. Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property ss=' a completed signed Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement 22 setting forth the information and documents required §11.1. above and deliver the same to Buyer on or e2s before Estoppel Statements Deadline. 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 24.1., on or before Estoppel Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Estoppel s90 Statements Deadline. Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. I?91 892 CLOSING PROVISIONS ` 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 896 &97 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the sse Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to F,99 Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer 9Go acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required 901 loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any 902 additional information and documents required by Closing Company that will be necessary to complete this r-' transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or 904 before Closing. 905 G 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions El Are o6 907 ® Are Not executed with this Contract. 9e.8 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the 94g date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller must 910 provide Buyer with the ability to access the Property (e.g. keys, access code, garage door opener). The hour 911 and place of Closing will be as designated by Buyer and Seller. 912 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent GI=. of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 915 companies). 910 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue 917 after Closing and Buyer must assume Seller's obligations under such Leases. Further, Seller must transfer to gig Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to 919 § 2.5.8. (Leased Items). 920 921 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, 92L including the tender of any payment due at Closing, Seller must execute and deliver the following good and 9" sufficient deed to Buyer, at Closing: ❑ 924 y g: ®special warranty deed general warranty deed 924 ❑ bargain and sale deed ❑ quit claim deed ❑ personal representative's deed Eldeed. Seller, provided Gt.r another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, G. at Closing. 928 Unless otherwise specified in § 30 (Additional Provisions), if title will be conveyed using a special 929 warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined ciao in §38-30-113(5)(a), C.R.S. 9211 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 16 of 27 Initials CTMeContracts.com - ©2025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 93 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts 934 owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including 9393= any governmental liens for special improvements installed as of the date of Buyer's signature hereon, 9H whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the 92-7 proceeds of this transaction or from any other source. 93E. 93y 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 94C WITHHOLDING. 941 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all 942 other items required to be paid at Closing, except as otherwise provided herein. 94, 94a 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 94= ❑ Buyer ❑ Seller ® One -Half by Buyer and One -Half by Seller ❑ Other. 941 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, 947 Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current 94S Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 944 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must 950 be paid by Seller. 9E f. 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ❑ Buyer ® Seller os j ElOne-Halfby Buyer and One -Half by Seller El N/A. 954 15.3.3. Reserves or Working Capital. Unless agreed to otherwise, all reserves or working 9== capital due (or other similar cost not addressed in § 16.2. (Association Assessments)) at Closing must be 9E�r paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. °" 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 1 ❑ One -Half by Buyer and One -Half by Seller ® N/A. 06.E 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be 9E paid when due by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. 9E4 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, ` c payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at %4' Closing by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ® N/A. 9 9 6C 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed $ for: 98w 97r ❑ Water District/Municipality ❑ Water Stock 971 ❑ Augmentation Membership ❑ Small Domestic Water Company ❑ 97�2 and must be paid at Closing by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 97= 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to 974 Buyer must be paid by ® Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑ N/A. 97`_ 15.9. FIRPTA and Colorado Withholding. 97E 07� 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the 97-. Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not 875 occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in 9m, this Section is checked, Seller represents that Seller ❑ IS a foreign person for purposes of U.S. income 961 taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for 9K purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide 98any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller 984 authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with 98E Seller's tax advisor to determine if withholding applies or if an exemption exists. 4�, 9K 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of 98& the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if ogp not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any QGl. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 17 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 uy 1 reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing 392 Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to 99 determine if withholding applies or if an exemption exists. 994 99` 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. `%, 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 997 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and 998 49, general real estate taxes for the year of Closing, based on 100, ® Taxes for the Calendar Year Immediately Preceding Closing 1001 ❑ Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying 11302 seniors property tax exemption, qualifying disabled veteran exemption or ❑ Other 1003 16.1.2. Rents. Rents based on ❑ Rents Actually Received ® Accrued. At Closing, Seller will 1004 transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after 1005 lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. i00' 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and 100+ 10as 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations t 0,;g are final. 1010 16.2. Association Assessments. Current regular Association assessments and dues (Association 1011 Assessments) paid in advance will be credited to Seller at Closing. All Association Assessments accrued 11'1 before Closing must be paid by Seller and all Association Assessments accrued after Closing must be paid I by Buyer. Cash reserves held out of the regular Association Assessments for deferred maintenance by the 1014 Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 101 ` Any special assessment assessed prior to Closing Date by the Association will be the obligation of ❑ Buyer 1016 01 ❑ Seller. Except however, any special assessment by the Association for improvements that have been 1 117 installed as of the date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the t019 obligation of Seller unless otherwise specified in Additional Provisions. Seller represents there are no unpaid 1020 regular or special assessments against the Property except the current regular assessments and 102I Association Assessments are subject to change as provided in the Governing Documents. 111 22 If 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. 1i = If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction 1026 and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 1027 500.00 per da 1i:21; p Y (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession 1 C2g Time until possession is delivered. Additionally, Buyer may pursue a claim against Seller for any of Buyer's actual additional damages incurred by Buyer in excess of such amount. tl°1 General Provisions 1033 1034 10's 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property and Inclusions will be If delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 1038 1G39 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other 1040 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 104t total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be 1042 paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to 104.-3 repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before 1044 Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. 1045 Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at 1046 Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from 7047 damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance 114o CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 18 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 iG49 policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance i0SC proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired iG51 prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's iG5- sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total iG5C' Purchase Price, plus the amount of any deductible that applies to the insurance claim. iG�6 1057 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 1G5P, communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or iGSG plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is i 0617 earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar iM i size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of 1= such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds IGE' received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not IOf repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to IOE Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at 'Of� Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase i�e7 i G7 Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive iG6.v Closing. 1070 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending iG7I condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 1 G72? notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or 1073 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should I074 Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, 1075 Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in I07r the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or 1077 exceed the Purchase Price. 10787S 1079 18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to 108p walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions IGeI complies with this Contract. 1082 iO8: 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller i084 acknowledge that their respective broker has advised that this Contract has important legal consequences i OIL; 5 and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel i08�' before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with iGe7 their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and 1086 (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be iGe4 i0engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, iG6I including deadlines, that must be complied with 1092 iec-s 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1O'4 in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, 1055 including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed 109E timely as provided in this Contract or waived, the non -defaulting party has the following remedies: 1097 20.1. If Buyer is in Default: IG9e iG39 ❑ 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money lice (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the parties agree the amount is fair and reasonable. Seller may recover such 1i02 additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full Iie3 force and effect and Seller has the right to specific performance or damages, or both. lie° 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in - 20.1.1. is 110E checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to 1106 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 19 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 1j -,' -1 Seller and retained by Seller. It is agreed that the Earnest Money amount specified in § 4.1. is LIQUIDATED 1106 DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided 1109 in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations 1110 1111 of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 1112, 20.2. If Seller is in Default: 11 I3 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as !! 1 canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may 11 ` recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for 1116' failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this 1117 Contract as being in full force and effect and Buyer has the right to specific performance or damages, or IIIS both. 1119 1120 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or repairs required under this Contract or failure to timely disclose any ii.2a known adverse material facts, Seller remains liable for any such failures to perform under this Contract after 1125 Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and 1125 survive Closing. 112E 1 ``T 21. LEGAL FEES COST AND EXPENSES. Anything to the contra herein notwithstanding, 1128 y g contrary g, in the event of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court II29 t 13C must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and 1131 expenses. 1132 I I33 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not 1134 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the 1135 parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators 1136 cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must 1137 agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share 113_8 equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the 1I29 entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by 1140 one a to the other at that a 11� 1 party p rty's last known address (physical or electronic as provided in § 26). Nothing 1142 in this Section prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, 1143 before or after the date of written notice requesting mediation. This Section will not alter any date in this 1144 Contract, unless otherwise agreed. 1145 114.0 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1147 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. 1148 In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to 1149 release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) 1150 wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a 11r' court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable 11=_ 11 attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless 1154 Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money i t= Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In 1157 the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the 11Ex8 time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the 1159 Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or 1180 termination of this Contract. 1161 1162 24. TERMINATION. 1163 11FA 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to t1P' CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 20 of 27 Initials CTMeContracts.com - ©2025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 Terminate), the termination is effective upon the other parry's receipt of a written notice to terminate (Notice to Terminate), provided such written notice was received on or before the applicable deadline specified in this i. Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the 1.: < Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate under such provision. Any Notice to Terminate delivered after the applicable deadline specified in the Contract is ineffective and does not terminate this Contract. 24.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder must be timely returned to Buyer and the parties are then relieved of all obligations hereunder, subject to §§ 10.4. and 21. 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or 1 enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by 116:- its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor 1 to a party receives the predecessor's benefits and obligations of this Contract. 118� I18� 26. NOTICE, DELIVERY AND CHOICE OF LAW. 1te 1187 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, 1186 except as provided in § 26.2. and is effective when physically received by such party, any individual named in 11i;g this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working 119n with such party (except any notice or delivery after Closing must be received by the party, not Broker or t191 Brokerage Firm). 1157" 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in 119' electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for 119-1 such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after 119, Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the 1147 electronic address of the recipient by facsimile, email or . 119E 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email 1199 at the email address of the recipient, (2) a link or access to a website or server provided the recipient 1200 receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax 1201 No.) of the recipient. 12r„_ 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed 1211f ` in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign 1`0a contract in Colorado for real property located in Colorado. 1205 12116 1207 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, 12r16 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such 12r,P acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If 121i: accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be 1211 executed by each party, separately and when each party has executed a copy thereof, such copies taken ,.1-- together are deemed to be a full and complete contract between the parties. 1-713, t214 � 12128. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith 121r including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing 1217 Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey; 1216 and Property Disclosure, Inspection, Indemnity, Insurability and Due Diligence. 1219 12213 29. BUYER'S BROKERAGE FIRM COMPENSATION. Buyer's brokerage firm's compensation will be paid, 1221 at Closing, as follows: IM ❑ 29.1. % of the Purchase Price or $ by Seller. Buyer's brokerage firm is an intended third -party 1223 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 21 of 27 Initials CTMeContracts.com - 02025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 beneficiary under this provision only. The amount paid by Seller under this provision is in addition to any 122S other amounts Seller is paying on behalf of Buyer elsewhere in this Contract. 1129.2. % of the Purchase Price or $ by Buyer pursuant to a separate agreement between Buyer and 1 Z` Buyers brokerage firm. This amount may be modified between Buyer and Buyer's brokerage firm outside of 1178 this Contract. 1229 1129.3. % of the Purchase Price or $ by a separate agreement between Buyers brokerage firm and 12? 1 Seller's brokerage firm. 1292 t2?3 1234 ADDITIONAL PROVISIONS AND ATTACHMENTS 12'35 1"{ 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Q 37 1238 Colorado Real Estate Commission.) 1 30.1 Assignability - Buyer may assign this Contract to any entity that controls is controlled by, or is under common control with Buyer, without Seller's consent. provided i) Buyer shall 1 , promptly notify Seller of any such assignment, (ii) Buyer shall remain personally responsible 1242 for all liabilities and responsibilities of Buver under this Contract, including but not limited 1243 to, payment in full of the Purchase Price, (iii) the assignment document shall be executed by '24-' the assignee and shall provide for the assumption by the assignee of all of Buyer's duties 1 `4I, and obligations hereunder, including responsibility for payment of the Purchase Price and 1- fly) a copy of the assignment document, with the original signatures of Buyer and the 1-,43 assignee, shall be furnished to Seller within seven days after the occurrence of any such 1249 assignment, but in any event three (3) business days prior to the Closinq of this transaction 1250 12 1 1 30.2 Seller acknowledges that this Contract is conditioned upon approval by Avon Town ' Council by the adoption of Resolution by January 27, 2026. If Town Council does not approve 1 this contract on January 27, 2026, Buyer shall terminate this Contract and Seller shall be 1 255 obligated to return the Earnest Money to Buyer. 1`cl� 1 30.3_The documents to be provided pursuant to Section 10.6 will be limited to the documents 1v':. in the Seller's possession, custody or control as of the mutually executed contract date 12E.0 30.4 Buyer represents that the Avon Real Estate Transfer Tax of 2% is inapplicable to the 12, 1 conveyance of the Property from Seller to Buyer. Seller shall pay no Avon Real Estate ' 2£` Transfer Tax arising from Closing. 1263 126 30.5 1031 EXCHANGES. BUYER ACKNOWLEDGES THAT SELLERS (RESPECTIVELY) 1 zee INTEND TO PERFORM A TAX -DEFERRED EXCHANGE PURSUANT TO SECTION 1031 OF THE 12F,7 INTERNAL REVENUE CODE. BUYER ACCORDINGLY AGREES TO AN ASSIGNMENT OF THE 12-66 RIGHTS UNDER THIS CONTRACT BY THE SELLERS TO QUALIFIED INTERMEDIARIES OF '2F9 THEIR CHOOSING (RESPECTIVELY). BUYER AGREES TO COOPERATE IN SUCH EXCHANGE AS LONG AS IT DOES NOT DELAY THE CLOSING OR CAUSE ADDITIONAL EXPENSE TO BUYER. 1272 127'3 127= 30.6 Business Day means any day other than a Saturday, Sunday or other day which 127S commercial banks in the Town of Avon are authorized or required bylaw to remain closed 127- 1277 31. OTHER DOCUMENTS. 1278 i L 9 31.1. Documents Part of Contract. The following documents are a part of this Contract: 12$0 1251 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 22 of 27 Initials CTMeContracts.com - 02025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 12E2 N/A 12E3 1284 1285 12g6 1287 31.2. Documents Not Part of Contract. The following documents have been provided but are not a 1288 12&8 part of this Contract: 12903 N/A 12S, I 129Z 1293 1294 1295 125E Signatures 1 297 DocuSlgned by: 1298 1299 Buyer: � w Y 1 Date: 11/20/2025 1 ?0" Town of Avon 13c I 130By Eric Heil, Town Manager 130 _ 13C� 13.0,j; [NOTE: If this offer is being countered or rejected, do not sign this document.] I3o 7 Seller: Date: I'-CE 316th by 1987 REVOCABLE INTERVIVOS TRUST OF CHARLES C. ALLEN AND SUSAN I Mc- DAVIS ALLEN;1/6th by HAROLD J ALLEN TRUST NO. 1 FOR THE BENEFIT OF CHARLES C. 131 i'' ALLEN;1/6th by HAROLD J ALLEN TRUST NO. 2 FOR THE BENEFIT OF BRUCE H. 131 ALLEN;1/6 by THE HAROLD J ALLEN TRUST NO. 3 FOR THE BENEFIT OF KATHLEEN E. 131 1 1 ALLEN 1316 117 1318 1319 132C 1321 1322 1323 1324 1325 1326 1327 1328 1329 1330 1?31 1332 1333 1334 1335 1336 1337 1338 BSJ-W4. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 23 of 27 1 �An Initials CTMeContracts.com - ©2025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 THE 1987 REVOCABLE INTERVIVOS TRUST OF CHARLES C. ALLEN & SUSAN D. ALLEN: Signed by: By: S �" Q Date: 11/20/2025 Charles C. Allensiglalf.ustee By: Fvsat" �" Q Date: 11/20/2025 Susan D. Allen, as trustee THE HAROLP4,AUE. N TRUST NO. 1 FBO CHARLES C. (,I�,alvlc,s �,, all.c,In, By: Date: ALLEN: 11/20/2025 Charles C. b'wa$ trustee By:�" Q In Date: 11/20/2025 Harold D. sntrustee By: Date: 11/20/2025 Eleanor K. H. Allen, as trustee THE HARO J.AL-&Fk4:1965 TRUST NO. 2 By: FD ` \— " " Date: 11 /19/2025 Duncan All &Umstee BY Date: 11/19/2025 Leah Allen, as trustee THE HAROLD J. hhii 965 TRUST NO.3 By: i�lai{�u,WbVhSfc� Date: 11 /19/2025 Matthew Forristal, as the authorized Trust OFFICER for CITIZENS FIRST NATIONAL BANK OF STORM LAKE IOWA CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 24 of 27 Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 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. CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 25 of 27 Initials CTMeContracts.com - 02025 MR] Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 1 _4 I 1342 Brokerage Firm's compensation or commission is to be paid by as specified in §29 above. 134 3 i -- This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT 4 create any claim for compensation. Any compensation agreement between the brokerage firms must be I' :: entered into separately and apart from this provision. I `"' Brokerage Firm's Name: 1.49 1350 Brokerage Firm's License #: 13` 1 135.=. Broker's Signature Date: 1 L Broker's Name: 157 1358 Broker's License #: 1359 Address: , 1360 1361 Phone No.: 136Z Fax No.: 1?,63 1-;64 Email Address: 1365 1366 1 'rr f 1368 1369 B. Broker Working with Seller 1370 1371 Broker ❑ Does ® Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if 1372 Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not 1373 already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest 137= Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of 1. 117#7 Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written 13T7 mutual instructions, provided the Earnest Money check has cleared. 1378 1379 Broker is working with Seller as a ® Seller's Agent ❑ Transaction -Broker in this transaction. 1390 1381 ❑ Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship 13821 with Buyer. 1383 1384 Brokerage Firm's compensation or commission is to be paid by ® Seller ❑ Buyer ❑ Other. 1385 1386 1387 This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT 188 create any claim for compensation. Any agreement to pay compensation must be entered into separately and 1389 apart from this provision. 1�sii 1392 1393 Brokerage Firm's Name: Fortius Commercial Advisors, LLC Q94 1 Brokerage Firm's License #: EC 100024"5 139% 1397 I3148 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 26 of 27 Initials CTMeContracts.com - ©2025 MRI Software LLC Docusign Envelope ID: B1483EE3-8810-43F3-B600-1391A6F393E4 Do uSfgned by: t'•� Broker's 14CC Name: tot; I Date: 1/19/2025 1402 1403 Erich Schmidt -140` Broker's License #: ER 100046892 140E 14rr Address: 245 Chapel Place, Suite C 200 Avon, CO 81620 14c' Phone No.: 970-476-6415 1408 1409 Fax No.: 888-230-9544 1=1Ill Email Address: eschmidt jusaap.com 1411 14l.- �l � Broker's Name: �^�'� Date: 11/20/2025 141.i OA53D46233A2439... 1414 141 E. Steven Sendor 1a 14� BrokerLicense #: 1417 Brokerage Firms Name: Fortius Commercial Advisors, LLC 141S 141 9 Brokerage Firm's License #: EC 100024445 -142C Address: 245 Chapel Place, C200 Avon CO 81632 1421 Ph: (970)476-6415 Fax: Email: ssendor@afo ' 1422 1423 Broker's Name: U, �lt.lA l Date: 11/20/2025 la24 14?E Kyle Diehl 142,E -1427 Broker's License #: 1426 Brokerage Firm's Name: Fortius Commercial Advisors 14=" Brokerage Firm's License #: EC 100024445 1430 Address: tag l Ph: Fax: Email: kdiehl@fortiuscap.com 1432 14?3 144 CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) 143t' CTM eContracts - ©2025 MRI Software LLC - All Rights Reserved CBS3-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 27 of 27 Initials CTMeContracts.com - ©2025 MRI Software LLC