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AGREEMENT FOR PURCHASE AND SALE OF CBT UNITS OF NORTHERN COLORADO WATER CONSERVANCY DISTRICT THIS AGREEMENT for the Purchase and Sale of CBT Units of Northern Water Conservancy District (the "Agreement") is made and entered into this Zdg W day of2021, by and between the City of Louisville, a Colorado home rule municipal corporation, acting by and through the City of Louisville Water and Wastewater Activity Enterprise, whose address is 749 Main Street, Louisville, Colorado 80027-1829 (hereinafter referred to as " City" or "Purchaser"), and Thomas E. Shonka, whose address is 705 Charles Street, Superior, Colorado 80027 (hereinafter referred to as "Seller") (jointly, the "Parties"). For in consideration of the mutual promises, covenants and undertakings hereinafter set forth, and other good and valuable consideration, which is hereby acknowledged, Purchaser and Seller agree as follows: l . CBT Units to be Transferred. Purchaser agrees to purchase and Seller agrees to sell, on the terms and conditions set forth in this Agreement, thirteen (13) Units in the Colorado Big Thompson Project (the "CBT Units") of the Northern Colorado Water Conservancy District ("Northern"). 2. Purchase Price And Payment Terms. The purchase price for the 13 CBT Units shall be Sixty -One Thousand dollars ($61,000.00) per CBT Unit, for a total of Seven Hundred Ninety -Three Thousand dollars ($793,000.00) ("Purchase Price"). The Purchase Price shall be payable by Purchaser in cash, certified funds, or City warrant as follows: a. Earnest Money Deposit. Upon execution of this Agreement, Purchaser shall deposit the sum of Twenty -Five Thousand dollars ($25,000.00) with the Escrow Agent (defined below) as earnest money for this Agreement and part payment of the purchase price (the "Earnest Money Deposit"), subject to the terms and conditions of this Agreement and the escrow instructions mutually agreeable to Seller, Purchaser and Escrow Agent. b. Purchase Price Balance. Purchaser shall deposit the remaining balance of Purchase Price, in the amount of Seven Hundred Sixty -Eight Thousand dollars ($768,000.00) (the "Purchase Price Balance"), with Escrow Agent on or before the Closing (defined below). Escrow Agent shall act as Escrow Agent and hold said amounts as Escrow Agent. The Purchase Price shall be released from escrow to Seller at Closing subject to the terms hereof. 3. Escrow Agent. The Parties hereto agree and hereby appoint Colorado Escrow and Title of Longmont, Colorado as the Escrow Agent ("Escrow Agent"), and Kelley Abernathy shall be the Closing Agent for the Escrow Agent. Purchaser and Seller shall each pay one-half of the escrow fees of Escrow Agent. 4. No Assienment. Seller shall not assign its rights and obligations hereunder without Purchaser's prior written consent. Purchaser shall not assign its rights and obligations hereunder without Seller's prior written consent. Page 1 of 11