HomeMy WebLinkAboutC14-046 Fuller Sotheby's Right-to-Sell Listing Contract • 4 1 s Fuller 4 Fuller Sotheby s International Realty 6 Sotheby's Chris Scherpf 7 INTERNATIONAL REALTY Ph: 970-845-0400 Fax: 970-949-1990 8 The printed portions of this form, except differentiated additions, have been approved by the Colorado 9 Real Estate Commission. (LC50-9-12)(Mandatory 1-13) 10 11 13 THIS IS A BINDING CONTRACT.THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE 14 PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. 15 16 Compensation charged by real estate brokerage firms is not set by law.Such charges are established 17 18 by each real estate brokerage firm. 19 20 DIFFERENT BROKERAGE RELATIONSHIPS ARE AVAILABLE WHICH INCLUDE BUYER AGENCY, 22 SELLER AGENCY OR TRANSACTION-BROKERAGE. 23 24 25 EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT 26 27 28 ®SELLER AGENCY ❑TRANSACTION-BROKERAGE 29 30 31 Date: 1/29/2014 32 33 34 1. AGREEMENT.Seller and Brokerage Firm enter into this exclusive, irrevocable contract(Seller Listing 36 Contract)as of the date set forth above. Broker,on behalf of Brokerage Firm,shall provide brokerage services to 37 Seller. Seller agrees to pay Brokerage Firm as set forth in this Seller Listing Contract. 38 39 40 2. BROKER AND BROKERAGE FIRM. 41 ® 2.1. Multiple-Person Firm. If this box is checked,the individual designated by Brokerage Firm to serve as 42 43 the broker of Seller and to perform the services for Seller required by this Seller Listing Contract is called Broker.If 44 more than one individual is so designated,then references in this Seller Listing Contract to Broker shall include all 45 persons so designated, including substitute or additional brokers. The brokerage relationship exists only with 46 47 Broker and does not extend to the employing broker, Brokerage Firm or to any other brokers employed or engaged 48 by Brokerage Firm who are not so designated. 49 50 51 ❑ 2.2. One-Person Firm. If this box is checked, Broker is a real estate brokerage firm with only one licensed 52 natural person. References in this Seller Listing Contract to Broker or Brokerage Firm mean both the licensed 53 54 natural person and brokerage firm who shall serve as the broker of Seller and perform the services for Seller 55 required by this Seller Listing Contract. 56 57 58 3. DEFINED TERMS. 59 60 3.1. Seller: County of Eagle,Colorado 61 62 63 3.2. Brokerage Firm: Fuller Sotheby's International Realty 64 65 66 3.3. Broker: Chris Scherpf 67 68 69 3.4. Property.The Property is the following legally described real estate in the County 70 71 of Eagle,Colorado: 72 Condominium Unit 107,Avon Commercial Center,Level 1 and Level 2,a Resubdivision of Units 73 1101 through 1116 and Units 1201 through 1209,Avon Center at Beaver Creek-1,Lot A,Avon 74 75 Center at Beaver Creek,A Resubdivision of Lots 47,48,50, 51, 52, 53,and 54,Block 2, 76 Benchmark at Beaver Creek,Amendment No.4 78 known as No. 100 Beaver Creek Blvd#107 Avon CO 81620 79 together with the interests,easements,rights, benefits,improvements and attached fixtures appurtenant thereto, 80 and all interest of Seller in vacated streets and alleys adjacent thereto,except as herein excluded. 82 82 3.5.Sale. 83 3.5.1.A Sale is the voluntary transfer or exchange of any interest in the Property or the voluntary creation LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LI ING' CO TRACT Page 1 of 8 Seller(s)Initials: 7; /4 CTMeContracts.com-02014 CTM Software Corp. 84 of the obligation to convey any interest in the Property, including a contract or lease. It also includes an agreement 86 to transfer any ownership interest in an entity which owns the Property. 87 ❑ 3.5.2. If this box is checked, Seller authorizes Broker to negotiate leasing the Property. Lease of the 88 Property or Lease means any lease of an interest In the Property. 89 90 3.6. Listing Period.The Listing Period of this Seller Listing Contract shall begins on 2/4/2014 91 and continues through the earliest occurrence of one of the following events:(1)completion of the Sale of the 93 Property or(2) 2/4/2015 , 94 Broker shall continue to assist in the completion of any sale or lease for which compensation is payable to 96 Brokerage Firm under§ 7 of this Seller Listing Contract. 9a 3.7. Applicability of Terms.A check or similar mark in a box means that such provision is applicable.The 99 abbreviation"N/A"or the word"Deleted"means not applicable.The abbreviation"MEC"(mutual execution of this 100 contract)means the date upon which both parties have signed this Seller Listing Contract. 102 3.8. Day;Computation of Period of Days, Deadline. 103 3.8.1. Day.As used in this Seller Listing Contract, the term"day"shall mean the entire day ending at 104 11:59 p.m., United States Mountain Time(Standard or Daylight Savings as applicable). 105 106 3.8.2. Computation of Period of Days,Deadline. In computing a period of days,when the ending date 107 is not specified,the first day is excluded and the last day is included, e.g.,three days after MEC. If any deadline 108 falls on a Saturday,Sunday or federal or Colorado state holiday(Holiday),such deadline®Shall ❑Shall Not 110 be extended to the next day not a Saturday, Sunday or Holiday. Should neither box be checked,the deadline 111 shall not be extended. 112 114 4. BROKERAGE RELATIONSHIP. 115 4.1. If the Seller Agency box at the top of page 1 is checked, Broker shall represent Seller as a Seller's 116 limited agent(Seller's Agent). If the Transaction-Brokerage box at the top of page 1 is checked, Broker shall act 118 as a Transaction-Broker. 119 4.2. In-Company Transaction—Different Brokers.When Seller and buyer in a transaction are working 120 with different brokers,those brokers continue to conduct themselves consistent with the brokerage relationships 122 they have established. Seller acknowledges that Brokerage Firm is allowed to offer and pay compensation to 123 brokers within Brokerage Firm working with a buyer. 124 4.3. In-Company Transaction—One Broker. If Seller and buyer are both working with the same broker, 126 Broker shall function as: 127 4.3.1. Seller's Agent.If the Seller Agency box at the top of page 1 is checked,the parties agree the 128 following applies: 130 130 4.3.1.1. Seller Agency Only. Unless the box in§ (Seller Agency Unless Brokerage 131 Relationship with Both)is checked, Broker shall represent Seller as Seller's Agent and shall treat the buyer as 132 a customer.A customer is a party to a transaction with whom Broker has no brokerage relationship. Broker shall 134 disclose to such customer Broker's relationship with Seller. 135 IS 4.3.1.2.Seller Agency Unless Brokerage Relationship with Both. If this box is checked, 136 Broker shall represent Seller as Seller's Agent and shall treat the buyer as a customer, unless Broker currently 138 has or enters into an agency or Transaction-Brokerage relationship with the buyer, in which case Broker shall act 139 as a Transaction-Broker. 140 4.3.2.Transaction-Broker.If the Transaction-Brokerage box at the top of page 1 is checked, or in the 142 event neither box is checked, Broker shall work with Seller as a Transaction-Broker.A Transaction-Broker shall 143 perform the duties described in§5 and facilitate sales transactions without being an advocate or agent for either 144 party. If Seller and buyer are working with the same broker, Broker shall continue to function as a Transaction- 145 146 Broker. 147 148 5. BROKERAGE DUTIES.Brokerage Firm,acting through Broker, as either a Transaction-Broker or a Seller's 150 Agent,shall perform the following Uniform Duties when working with Seller: 151 5.1. Broker shall exercise reasonable skill and care for Seller, including, but not limited to the following: 152 5.1.1. Performing the terms of any written or oral agreement with Seller; 1 4 5.1.2. Presenting all offers to and from Seller in a timely manner regardless of whether the Property is 155 subject to a contract for Sale; 156 5.1.3. Disclosing to Seller adverse material facts actually known by Broker; 158 5.1.4. Advising Seller regarding the transaction and advising Seller to obtain expert advice as to 159 material matters about which Broker knows but the specifics of which are beyond the expertise of Broker; 160 5.1.5. Accounting in a timely manner for all money and property received; and 162 5.1.6. Keeping Seller fully informed regarding the transaction. 163 5.2. Broker shall not disclose the following information without the informed consent of Seller: 165 5.2.1. That Seller is willing to accept less than the asking price for the Property; 5.2.2. What the motivating factors are for Seller to sell the 166 Property; 167 5.2.3. That Seller will agree to financing terms other than those offered; LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 2 of 8 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 158 5.2.4. Any material information about Seller unless disclosure is required by law or failure to disclose 170 such information would constitute fraud or dishonest dealing;or 171 5.2.5. Any facts or suspicions regarding circumstances that could psychologically impact or stigmatize 172 the Property. 1 74 5.3. Seller consents to Broker's disclosure of Seller's confidential information to the supervising broker or 175 designee for the purpose of proper supervision, provided such supervising broker or designee shall not further 176 disclose such information without consent of Seller,or use such information to the detriment of Seller. 178 5.4. Brokerage Firm may have agreements with other sellers to market and sell their property. Broker may 179 show alternative properties not owned by Seller to other prospective buyers and list competing properties for sale. 180 5.5. Broker shall not be obligated to seek additional offers to purchase the Property while the Property is 182 subject to a contract for Sale. 183 5.6. Broker has no duty to conduct an independent inspection of the Property for the benefit of a buyer and 184 has no duty to independently verify the accuracy or completeness of statements made by Seller or independent 186 inspectors. Broker has no duty to conduct an independent investigation of a buyer's financial condition or to verify 187 the accuracy or completeness of any statement made by a buyer. 188 5.7. Seller understands that Seller shall not be liable for Broker's acts or omissions that have not been 189 190 approved,directed, or ratified by Seller. 191 5.8. When asked, Broker®Shall ❑Shall Not disclose to prospective buyers and cooperating brokers 192 the existence of offers on the Property and whether the offers were obtained by Broker, a broker within Brokerage 193 194 Firm or by another broker. 195 197 6. ADDITIONAL DUTIES OF SELLER'S AGENT.If the Seller Agency box at the top of page 1 is checked, 198 Broker is Seller's Agent,with the following additional duties: 199 6.1. Promoting the interests of Seller with the utmost good faith, loyalty and fidelity; 200 6.2. Seeking a price and terms that are set forth in this Seller Listing Contract;and 201 202 6.3. Counseling Seller as to any material benefits or risks of a transaction that are actually known by 203 Broker. 204 1 205 205 7. COMPENSATION TO BROKERAGE FIRM;COMPENSATION TO COOPERATIVE BROKER.Seller agrees 207 that any Brokerage Firm compensation that is conditioned upon the Sale of the Property shall be earned by 208 Brokerage Firm as set forth herein without any discount or allowance for any efforts made by Seller or by any other 209 210 person in connection with the Sale of the Property. 211 7.1. Amount. In consideration of the services to be performed by Broker, Seller agrees to pay Brokerage 212 Firm as follows: 213 214 7.1.1.Sale Commission. (1) 6.0 %of the gross purchase price or(2) n/a , in U.S.dollars. 215 7.1.2. Lease Commission.If the box in§3,5.2 is checked, Brokerage Firm shall be paid a fee equal to 216 (1) n/a %of the gross rent under the lease,or(2)n/a , in U.S. dollars,payable as follows: 217 ( ) 9 PY 218 n/a 219 7.2 Other Compensation. 220 221 n/a 222 7.3. When Earned.Such commission shall be earned upon the occurrence of any of the following: 224 7.3.1.Any Sale of the Property within the Listing Period by Seller, by Broker or by any other person; 225 7.3.2. Broker finding a buyer who is ready,willing and able to complete the Sale or Lease as specified 225 in this Seller Listing Contract;or 227 228 7.3.3.Any Sale(or Lease if§3.5.2 is checked)of the Property within 90 calendar days 229 following the expiration of the Listing Period(Holdover Period)to(1)to anyone with whom Broker negotiated and 230 231 (2)whose name was submitted, in writing,to Seller by Broker during the Listing Period including any extensions 232 thereof,(Submitted Prospect). Provided, however, Seller®Shall ❑Shall Not owe the commission to 233 Brokerage Firm under this§7.3.3 if a commission is earned by another licensed real estate brokerage firm acting 234 pursuant to an exclusive agreement entered into during P g g the Holdover Period and a Sale or Lease to a Submitted 236 Prospect is consummated. If no box is checked above in this§7.3.3,then Seller shall not owe the commission to 237 Brokerage Firm. 238 7.4. When Applicable and Payable.The commission obligation shall apply to a Sale made during the 239 PP Y 9 PP Y 9 240 Listing Period or any extension of such original or extended term.The commission described in§7.1.1 shall be 241 payable at the time of the closing of the Sale, or, if there is no closing(due to the refusal or neglect of Seller)then 242 243 on the contracted date of closing, as contemplated by§7.3.1 or§7.3.3,or upon fulfillment of§7.3.2 where the 244 offer made by such buyer is not accepted by Seller. 245 7.5.Cooperative Broker Compensation. Broker shall seek assistance from, and Brokerage Firm offers 247 compensation to,outside brokerage firms,whose brokers are acting as: 248 ® Buyer Agents: 3.0 %of the gross sales price or n/a , in U.S.dollars. 25249 0 ®Transaction-Brokers: 3.0 %of the gross sales price or n/a in U.S. dollars. 251 LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 3 of 8 Seller(s)Initials: v I CTMeContracts.com-©2014 CTM Software Corp. • 252 8. LIMITATION ON THIRD-PARTY COMPENSATION. Neither Broker nor Brokerage Firm,except as set forth in 253 §7,shall accept compensation from any other person or entity in connection with the Property without the written 255 consent of Seller.Additionally,neither Broker nor Brokerage Firm shall be permitted to assess or receive mark- 256 ups or other compensation for services performed by any third party or affiliated business entity unless Seller 257 signs a separate written consent for such services. 258 259 260 9. OTHER BROKERS'ASSISTANCE, MULTIPLE LISTING SERVICES AND MARKETING.Seller has been 261 advised by Broker of the advantages and disadvantages of various marketing methods, including advertising and 263 the use of multiple listing services(MLS)and various methods of making the Property accessible by other 264 brokerage firms(e.g., using lock boxes,by-appointment-only showings,etc.), and whether some methods may 265 limit the ability of another broker to show the Property.After having been so advised, Seller has chosen the 267 following(check all that apply): 267 9( PP Y): 268 9.1. MLS/Information Exchange. 269 9.1.1. The Property®Shall ❑Shall Not be submitted to one or more MLS and 03 Shall ❑Shall 270 271 Not be submitted to one or more property information exchanges. If submitted,Seller authorizes Broker to provide 272 timely notice of any status change to such MLS and information exchanges. Upon transfer of deed from Seller to 273 buyer,Seller authorizes Broker to provide sales information to such MLS and information exchanges. 274 Y ' 275 9.1.2. Seller authorizes the use of electronic and all other marketing methods except: 276 none. 277 9.1.3. Seller further authorizes use of the data by MLS and property information exchanges, if any. 278. 279 9.1.4. The Property Address El Shall ❑Shall Not be displayed on the Internet. 280 9.1.5. The Property Listing®Shall ❑Shall Not be displayed on the Internet. 282 9.2. Property Access.Access to the Property may be b 282 P �Y P Y Y by: 283 ❑Mechanical Lock Box ®Electronic Lock Box 284 ❑ n/a 285 286 Other instructions: n/a 287 9.3. Brokerage Marketing.The following specific marketing tasks shall be performed by Broker: 288 n/a 289 290 291 10. SELLER'S OBLIGATIONS TO BROKER; DISCLOSURES AND CONSENT. 292 10.1. Negotiations and Communication.Seller agrees to conduct all negotiations for the Sale of the 293 294 Property only through Broker,and to refer to Broker all communications received in any form from real estate 295 brokers, prospective buyers,tenants or any other source during the Listing Period of this Seller Listing Contract. 296 10.2. Advertising. Seller agrees that any advertising of the Property by Seller(e.g., Internet, print and 297 298 signage)shall first be approved by Broker. 299 10.3. No Existing Listing Agreement. Seller represents that Seller❑Is ®Is Not currently a party to 301 301 any listing agreement with any other broker to sell the Property. 302 10.4. Ownership of Materials and Consent.Seller represents that all materials(including all 303 photographs, renderings, images or other creative items)supplied to Broker by or on behalf of Seller are owned by 304 Seller,except as Seller has disclosed in writing to Broker. Seller is authorized to and grants to Broker, Brokerage 305 306 Firm and any MLS(that Broker submits the Property to)a nonexclusive irrevocable, royalty-free license to use 307 such material for marketing of the Property, reporting as required and the publishing, display and reproduction of 308 such material,compilation and data. This license shall survive the termination of this Seller Listing Contract. 309 S i P g 310 10.5. Colorado Foreclosure Protection Act.The Colorado Foreclosure Protection Act(Act)generally 311 applies if(1)the Property is residential(2)Seller resides in the Property as Seller's principal residence(3) Buyer's 312 313 purpose in purchase of the Property is not to use the Property as Buyer's personal residence and(4)the Property 314 is in foreclosure or Buyer has notice that any loan secured by the Property is at least thirty days delinquent or in 315 default. If all requirements 1, 2,3 and 4 are met and the Act otherwise applies,then a contract,between Buyer 316 and Seller for the sale of the Property,that complies with the provisions of the Act is required. If the transaction is 317 318 a Short Sale transaction and a Short Sale Addendum is part of the Contract between Seller and Buyer,the Act 319 does not apply. It is recommended that Seller consult with an attorney. 320 321 322 11. PRICE AND TERMS.The following Price and Terms are acceptable to Seller: 323 11.1 Price. U.S.$ 1,200,000.00 324 325 11.2. Terms. '® Cash ® Conventional ® FHA ® VA 326 ®Other:Any terms acceptable to the Seller. 327 328 11.3. Loan Discount Points. n/a 329 3310 11.4. Buyer's Closing Costs(FHANA).Seller shall pay closing costs and fees, not to exceed 332 $ n/a ,that Buyer is not allowed by law to pay, for tax service and n/a. 333 11.5. Earnest Money. Minimum amount of earnest money deposit U.S.$ 30,000 in the form of 334 335 good funds. LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 4 of 8 Seller(s)Initials: H CTMeContracts.com-02014 CTM Software Corp. 337 11.6. Seller Proceeds.Seller will receive net proceeds of closing as indicated: 338 ❑Cashier's Check at Seller's expense; ®Funds Electronically Transferred(Wire Transfer)to 340 an account specified by Seller,at Seller's expense; or ❑Closing Company's Trust Account Check 341 11.7.Advisory:Tax Withholding.The Internal Revenue Service and the Colorado Department of Revenue 342 may require closing company to withhold a substantial portion of the proceeds of this Sale when Seller either(1)is 344 a foreign person or(2)will not be a Colorado resident after closing. Seller should inquire of Seller's tax advisor to 345 determine if withholding applies or if an exemption exists. 346 348 12. DEPOSITS.Brokerage Firm is authorized to accept earnest money deposits received by Broker pursuant to 349 a proposed Sale contract. Brokerage Firm is authorized to deliver the earnest money deposit to the closing agent, 35o if any,at or before the closing of the Sale contract. 351 352 353 13. INCLUSIONS AND EXCLUSIONS. 354 13.1. Inclusions.The Purchase Price includes the following items(Inclusions): 356 13.1.1. Fixtures.The following items are included if attached to the Property on the date of this Seller 357 Listing Contract, unless excluded under Exclusions(§ 13.2): lighting, heating, plumbing,ventilating, and air 358 conditioning fixtures, TV antennas,inside telephone,network and coaxial(cable)wiring and connecting 360 360 blocks/j acks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and 361 controls, built-in vacuum systems(including accessories), garage door openers including any remote controls. 362 Other Fixtures: 364 n/a 365 If any fixtures are attached to the Property after the date of this Seller Listing Contract,such additional fixtures are 366 also included in the Purchase Price 367 368 369 13.1.2. Personal Property.The following items are included if on the Property whether attached or 370 not on the date of this Seller Listing Contract, unless excluded under Exclusions(§ 13.2): storm windows,storm 372 doors,window and porch shades, awnings, blinds,screens,window coverings,curtain rods,drapery rods,fireplace 373 inserts, fireplace screens, fireplace rates, heating stoves,storage sheds, and all keys. If checked,the following 374 are included: ❑Water Softeners Smoke/Fire Detectors ❑Carbon Monoxide Alarms ❑Security Y 376 Systems ❑Satellite Systems (including satellite dishes); and 377 n/a 379 The Personal Property to be conveyed at closing shall be conveyed by Seller free and clear of all taxes 380 (except personal property taxes for the year of closing), liens and encumbrances,except none. Conveyance shall 381 be by bill of sale or other applicable legal instrument. 383 9 383 13.1.3. Trade Fixtures..The following trade fixtures are included: n/a. 384 The Trade Fixtures to be conveyed at closing shall be conveyed by Seller,free and clear of all taxes 386 (except personal property taxes for the year of closing), liens and encumbrances,except n/a.Conveyance shall 387 be by bill of sale or other applicable legal Instrument. 388 13.1.4. Parking and Storage Facilities. Use Only ❑Ownership of the following parking facilities: 390 Those according to the final recorded plat 391 and®Use Only ❑Ownership of the following storage facilities: 392 393 Those according to the final recorded plat 394 13.1.5. Water Rights.The following legally described water rights: n/a. 396 Any water rights shall be conveyed by n/a deed or other applicable legal 397 instrument. The Well Permit#is n/a 398 13.1.6. Growing Crops.The following growing cro s n/a.399 400 13.2. Exclusions. The following are excluded(Exclusions): 401 n/a 402 403 404 14. TITLE AND ENCUMBRANCES.Seller represents to Broker that title to the Property is solely in Seller's 405 name. Seller shall deliver to Broker true copies of all relevant title materials, leases, improvement location 407 certificates and surveys in Seller's possession and shall disclose to Broker all easements, liens and other 4os encumbrances, if any,on the Property,of which Seller has knowledge. Seller authorizes the holder of any 409 obligation secured by an encumbrance on the Property to disclose to Broker the amount owing on said 411 encumbrance and the terms thereof. In case of Sale, Seller agrees to convey, by a 412 Special Warranty deed,only that title Seller has in the Property. Property shall be conveyed 413 free and clear of all taxes,except the general taxes for the year of closing. 415 All monetary encumbrances(such as mortgages,deeds of trust, liens, financing statements)shall be paid 415 rY ( 9 ) P � 416 by Seller and released except as Seller and buyer may otherwise agree. Existing monetary encumbrances are as 417 417 follows: n/a. 419 The Property is subject to the following leases and tenancies:n/a. LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 5 of 8 Seller(s)Initials: [Iv CZ CTMeContracts.com-©2014 CTM Software Corp. 420 If the Property has been or will be subject to any governmental liens for special improvements installed at 421 the time of signing a Sale contract, Seller shall be responsible for payment of same, unless otherwise agreed. 423 Brokerage Firm may terminate this Seller Listing Contract upon written notice to Seller that title is not satisfactory 424 to Brokerage Firm. 425 427 15. EVIDENCE OF TITLE.Seller agrees to furnish buyer, at Seller's expense, unless the parties agree in writing 428 to a different arrangement,a current commitment and an owner's title insurance policy in an amount equal to the 429 Purchase Price as specified in the Sale contract, or if this box is checked, D An Abstract of Title certified to a 430 431 current date. 432 433 16. ASSOCIATION ASSESSMENTS. Seller represents that the amount of the regular owners'association 434 435 assessment is currently payable at $4466.60 per month and that there are no unpaid 436 regular or special assessments against the Property except the current regular assessments and except 437 438 n/a . Seller 439 agrees to promptly request the owners'association to deliver to buyer before date of closing a current statement of 440 assessments against the Property. 441 442 443 17. POSSESSION. Possession of the Property shall be delivered to buyer as follows:Date of Closing., 444 subject to leases and tenancies as described in§ 14. 445 446 447 18. MATERIAL DEFECTS,DISCLOSURES AND INSPECTION. 449 18.1. Broker's Obligations.Colorado law requires a broker to disclose to any prospective buyer all adverse 450 material facts actually known by such broker including but not limited to adverse material facts pertaining to the 451 title to the Property and the physical condition of the Property, any material defects in the Property,and any 452 environmental hazards affecting the Property which are required by law to be disclosed.These types of 454 disclosures may include such matters as structural defects, soil conditions, violations of health,zoning or building 455 laws,and nonconforming uses and zoning variances.Seller agrees that any buyer may have the Property and 456 Inclusions inspected and authorizes Broker to disclose any facts actually known by Broker about the Property. 457 458 18.2.Seller's Obligations. 459 18.2.1.Seller's Property Disclosure Form.A seller is not required by law to provide any particular 460 disclosure form, including the Seller's Property Disclosure form regarding the Pro erty.However,disclosure of 461 462 known material latent(not obvious)defects is required by law. Seller D Agrees Da Does Not Agree to provide a 463 Seller's Property Disclosure form completed to Seller's current, actual knowledge. 464 18.2.2. Lead-Based Paint. Unless exempt, if the improvements on the Property include one or more 465 466 residential dwellings for which a building permit was issued prior to January 1, 1978,a completed Lead-Based 467 Paint Disclosure(Sales)form must be signed by Seller and the real estate licensees,and given to any potential 468 buyer in a timely manner. 469 470 18.2.3. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired 471 heater or appliance, a fireplace,or an attached garage and one or more rooms lawfully used for sleeping purposes 472 (Bedroom), Seller understands that Colorado law requires that Seller assure the Property has an operational 473 474 carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by 475 the applicable building code, prior to offering the Property for sale or lease. 476 18.2.4. Condition of Property.The Property shall be conveyed in its present condition, ordinary 477 478 wear and tear excepted, unless Seller, at Seller's sole option,agrees in writing to any repairs or other work to be 479 performed by Seller. 481 482 18.3. Right of Broker to Terminate.Although Broker has no obligation to investigate or inspect the 483 Property,and no duty to verify statements made, Broker has the right to terminate this Seller Listing Contract if 484 the physical condition of the Property, Inclusions, any proposed or existing transportation project, road,street or 485 486 highway, or any other activity,odor or noise(whether on or off the Property)and its effect or expected effect on the 487 Property or its occupants, or if any facts or suspicions regarding circumstances that could psychologically impact 488 or stigmatize the Property are unsatisfactory to Broker. 489 490 491 19. FORFEITURE OF PAYMENTS.In the event of a forfeiture of payments made by a buyer,the sums received 492 shall be divided between Brokerage Firm and Seller,one-half thereof to Brokerage Firm but not to exceed the 493 494 Brokerage Firm compensation agreed upon herein,and the balance to Seller.Any forfeiture of payment under this 495 section shall not reduce any Brokerage Firm compensation owed,earned and payable under§7. 496 497 498 20. COST OF SERVICES AND REIMBURSEMENT.Unless otherwise agreed upon in writing, Brokerage Firm 499 shall bear all expenses incurred by Brokerage Firm, if any,to market the Property and to compensate cooperating soo brokerage firms,if any. Neither Broker nor Brokerage Firm shall obtain or order any other products or services 501 502 unless Seller agrees in writing to pay for them promptly when due(examples:surveys, radon tests, soil tests,title 503 reports,engineering studies). Unless otherwise agreed, neither Broker nor Brokerage Firm shall be obligated to LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 6 of 8 Seller(s)Initials: �' CTMeContracts.com-02014 CTM Software Corp. 504 advance funds for the benefit of Seller in order to complete a transaction. Seller shall reimburse Brokerage Firm for 505 506 payments made by Brokerage Firm for such products or services authorized by Seller. 507 508 21. DISCLOSURE OF SETTLEMENT COSTS.Seller acknowledges that costs,quality,and extent of service 509 510 vary between different settlement service providers(e.g.,attorneys, lenders, inspectors and title companies). 511 512 responsible MAINTENANCE OF THE PROPERTY.Neither Broker nor Brokers a Firm shall be onsible for 513 g p 514 maintenance of the Property nor shall they be liable for damage of any kind occurring to the Property, unless such 515 damage shall be caused by their negligence or intentional misconduct. 516 517 518 23. NONDISCRIMINATION.The parties agree not to discriminate unlawfully against any prospective buyer s 19 because of the race,creed,color, sex, sexual orientation, marital status,familial status,physical or mental s2o disability, handicap, religion, national origin or ancestry of such person. 521 522 523 24. RECOMMENDATION OF LEGAL AND TAX COUNSEL.By signing this document, Seller acknowledges 524 that Broker has advised that this document has important legal consequences and has recommended consultation 525 526 with legal and tax or other counsel before signing this Seller Listing Contract. 527 528 25. MEDIATION. If a dispute arises relating to this Seller Listing Contract, prior to or after closing, and is not 529 530 resolved,the parties shall first proceed in good faith to submit the matter to mediation. Mediation is a process in 5531 which the parties meet with an impartial person who helps to resolve the dispute informally and confidentially. 5532 Mediators cannot impose binding decisions.The parties to the dispute must agree, in writing,before any 533 534 settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of 535 such mediation.The mediation, unless otherwise agreed,shall terminate in the event the entire dispute is not 536 resolved within 30 calendar days of the date written notice requesting mediation is delivered by one party to the 537 538 other at the party's last known address. 539 540 26. ATTORNEY FEES. In the event of any arbitration or litigation relating to this Seller Listing Contract,the 542 arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney and 543 legal fees. 544 545 546 27. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the Colorado 5547 Real Estate Commission.) 549 1.) The town of Avon charges a transfer tax of 2.0%of the gross purchase price.Per the town of 550 Avon the Seller and Buyer shall be exempt from this transfer tax.For this exemption to go into 551 effect the new Buyer shall have to apply for it through the town of Avon. 552 553 554 2.)Buyer understands that any purchase and sale Agreement must be approved and ratified by the sss Board of County Commissioners at a regularly scheduled and public meeting to become effective. ss4. Upon acceptance by Buyer,Seller shall immediately schedule said public meeting and this 558 Agreement will become effective upon Board of County Commissioner affirmative motion on the 559 same.For purposes of this Agreement,MEC(date of mutual execution of this contract)shall be 560 the date approved by the Board of County Commissioners at a public meeting.In accordance with 562 applicable public finance law and notwithstanding anything to the contrary contained in this 563 Agreement, Seller shall have no obligations under this Agreement nor shall any payment be made 564 without an appropriation thereof in accordance with a budget adopted by the Board of County 566 Commissioners.All obligations payable beyond the current fiscal year are subject to funds being 567 available and appropriated. 568 560 3.)Heritage Title shall be used as the Title company. 571 573 5572 4.)There shall be a 90 day move out clause. 574 575 576 577 578 579 580 581 582 28. ATTACHMENTS.The following are a part of this Seller Listing Contract: 583 Inclusions/Exclusions list provided by Eagle County Government on 1-27-14. 584 585 586 29. NO OTHER PARTY OR INTENDED BENEFICIARIES.Nothing in this Seller Listing Contract shall be LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 7 of 8 Seller(s)Initials:✓ - CTMeContracts.com-02014 CTM Software Corp. 587 deemed to inure to the benefit of any person other than Seller, Broker and Brokerage Firm. 588 589 590 30. NOTICE,DELIVERY AND CHOICE OF LAW. 591 30.1. Physical Delivery.All notices must be in writing,except as provided in§30.2.Any document, 593 including a signed document or notice,delivered to the other party to this Seller Listing Contract, is effective upon 594 physical receipt. Delivery to Seller shall be effective when physically received by Seller, any signator on behalf of 595 Seller,any named individual of Seller or representative of Seller. 596 597 30.2. Electronic Delivery.As an alternative to physical delivery, any document, including any signed 598 document or written notice may be delivered in electronic form only by the following indicated methods: 600 ®Facsimile ®E-mail ®Internet ❑No Electronic Delivery. If the box"No Electronic Delivery"is 601 checked,this§30.2 is not applicable and§30.1 shall govern notice and delivery. Documents with original 6oz signatures shall be provided upon request of any party. 603 30.3. Choice of Law.This Seller Listing Contract and all disputes arising hereunder shall be governed by 604 6os and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents 606 who sign a contract in this state for property located in Colorado. 607 608 609 31. MODIFICATION OF THIS SELLER LISTING CONTRACT.No subsequent modification of any of the terms 610 of this Seller Listing Contract shall be valid, binding upon the parties, or enforceable unless made in writing and 611 signed by the parties. 612 32. COUNTERPARTS. If more than one person is named as a Seller herein,this Seller Listing Contract may be executed by each Seller,separately, and when so executed,such copies taken together with one executed by Broker on behalf of Brokerage Firm shall be deemed to be a full and complete contract between the parties. 33. ENTIRE AGREEMENT.This agreement constitutes the entire contract between the parties, and any prior agreements,whether oral or written, have been merged and integrated into this Seller Listing Contract. 34. COPY OF CONTRACT.Seller acknowledges receipt of a copy of this Seller Listing Contract signed by Broker, including all attachments. Brokerage Firm authorizes Broker to exe Seller Listing Contract on behalf of Brokerage Firm. Seller: .---- Date: 2/4//4 County Eagle, Colorado By Address: Phone: Fax: Electronic ddr cA_,‘, _I Date: l l/ Zi � Broker: Chris Scherpf Brokerage Firm's Name: Full- - otheby's International Realty Address: P. O.Box 539 dwards, CO 81632 Ph: 970-845-0400 Fax: 970-949-1990 Electronic Address: chris.scherpf@sothebysrealty.com LC50-9-12 EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT CTM eContracts- ®2014 CTM Software Corp. LC50-1-12. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 8 of 8 Seller(s)Initials: U i44:2) CTMeContracts.com-©2014 CTM Software Corp. Eagle County Government Facilities Management Department Avon Center,Suite 107 Inclusions/Exclusions 01-27-14 Inclusions Kitchen cabinets,sink Utility Closet-Mop sink, shelving Exam Rooms—cabinets, sinks General—window coverings Exclusions Fire Extinguishers(wall mounted) Key core lock hardware Storage closet shelving Camera system Office furniture/panels Electronic Equipment