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HomeMy WebLinkAboutbocc.con.427.2016 .0:km Pitkin County Contract Cover Sheet CONTRACT N Ll�-" "' Please complete the Contract Cover Sheet when the contract is completed and signed by ContractorNendor and Pitkin County Representative. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procurement(u pitkincounty.com). Any contracts $50,000 and over wilt be routed for signatures to County Manager and Attorney's Office (if required) by Procurement. Contract Information Contract Number Project Name f2ec' L sec_L "t F! Lv Contractor Sa.11 Sh cLwu.i: _ /,l. ((ev Budget Line Item $ t� 3, (, 3 6 006 WLn on Additional Budget Line $ Item(s) $ (Please fully allocate New Contract Total) -$ Contract Start Date 7/1/i i Contract End Date 11 ( ;07/ 4 Automatic Renewal Yes If Construction. Retamage Yes $ or If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form. Contact Information: �q Department PcC vr\ Project Manager Project Manager Phone 1(970) 920- 5-7O ' Provide a brief description of the contract: f;tc,t[ �:c.n iLcr Contract Value Summary: Original Contract Amount $ ('a IA(di L 6 Previous Change Order/Amendment Amount(if applicable) $ This Change order/Amendment amount Of applicable) $ New Contract Total $ 0.00 Procurement Method: N-611:5 Informal Formal Sole Source Emergency c f-, y;nn (.(L{ /�a,,,,yt_-L.0 Contract Type: II Services/Maintenance Construction Goods, Equipment, Supplies ZccJ L-4-c.Tt 1i okil Change Order/Amendment Contract Renewal Other, please explain NOTE: CLERICS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Sotheb 5 Aspen Snowmass Sotheby?s International Realty Azpen Silo Astra Y., Sally Shiekman-Miller Ph. 970-925-6060 Fax' 970-920-9993 printed portions of this form,except differentiated additions,have been approved by the Colorado at Estate Commission. (8060-8-13)(Mandatory 1-14) THIS IS A BINDING CONTRACT.THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR ODER COUNSEL BEFORE SIGNING. Compensation charged by brokerage firms is not set by law.Such charges are established by each real estate brokerage firm. DIFFERENT BROKERAGE RELATIONSHIPS ARE AVAILABLE WHICH INCLUDE BUYER AGENCY, SELLER AGENCY OR TRANSACTION-BROKERAGE EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT ®BUYER AGENCY ❑TRANSACTKHI-BROKERAGE Date 7/1/2015 1. AGREEMENT.Buyer and Brokerage FNM enter into this excluswe,irrevocable contract(Buyer Lbbng Contract)and agree to as provisions Broker.on behalf of Brokerage Firm,agrees to provide brokerage service:to Buyer Brokerage Firm will receive compensation as set forth in this Buyer Listing Contract 2. BROKER AND BROKERAGE FIRM. ® 2.1. Multiple-Person Firm.If this box is checked,the individual designated by Brokerage Firm to serve as the broker of Buyer and to perform the services for Buyer required by this Buyer Listing Contract is called Broker If more than one individual is so designated,then references in this Buyer Listing Contract to Broker includes all persons so designated,including substitute or additional brokers The brokerage relationship exists only with Broker and does not extend to the employing broker, Brokerage Firm or to arty other brokers employed or engaged by Brokerage Firm who are not so designated ❑ 22. One-Person Finn.If this box is checked. Broker is a real estate brokerage film with only one licensed natural person References in this Buyer Listing Contract to Broker or Brokerage Firm mean both the licensed natural person and brokerage firm.who serve as the broker of Buyer and perform the services for Buyer required by this Buyer Listing Contract 3. DEFINED TERMS. 3.1. Buyer: Pitkin County Board of Commissioners and any other person or entity on whose behalf the named party acts.directly or Indirectly, to Purchase the Property 3.2. Brokerage Firm: Aspen Snowman Sotheby's International Realty 3.3. Broker: Sally Shiekman-Miller 3.4. Property. Property means real estate which substantially meets the following requirements or similar real estate acceptable to Buyer Properties suitable for Buyer's needs and presented by Broker 3.6. Purchase; Lease. 3.6.1. Purchase means the acquisition of any interest in the Property or the creation of the nght to acquire any interest In the Property, including a contract or lease It also includes an agreement to acquire any ownership interest in an entity that owns the Property 0 3.5.2. If this box is checked, Buyer authorizes Broker to negotiate a lease of the Property Lease of the Property or Lease means any agreement between a landlord and the Buyer to create a tenancy or leasehold interest in the Property 3.6. Listing Period.The Listing Penod of this Buyer Listing Contract begins on 7/1/2015 ,and BC60.8d3 EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT Page I 016 Buyer(s)Initials CTMcConime8 corn- 2014 CTM Samar(Corp continues through the earlier of(1)mmplebon of the Purchase of the Property or Lease of the Properly or(2) 11/30/2016 .and any written extensions(Listing Period). Broker we continue to assist in the cnnpfebon of any purchase or lease for which compensation is payable to Brokerage Finn under§7 of this Buyer Listing Contract. 3.7. Applicability of Terns.A check or smear mark in a box meals that such provisions applicable The abbreviation'N/A'or the word'Deleted'means not applicable The abbrewation'MEC(mutual exeabon of this contract)means the date upon which bob parses have signed this Buyer Listing Contract 3.6. Day;Computation of Period of Days,Deadline. 3.6.1.Day.As used in this Buyer Listing Contract the term'day means the entire day ending at 11 59 p m, United Stales Mountam Time(Standard or Daylight Savings as applicable). 3.8.2.Computation of Period of Days,Deadline.In computing a period of days,when the ending date is not specified,the first day is excluded and the last day is included,e.g.three days afterpMEC If any deadline falls on a Saturday.Sunday or federal or Colorado state holiday(Holiday),such deadline DDMII Dyrll Not be extended to the neo day that s not a Saturday.Sunday or Holiday Should neither box be dherked,the deadline will not be extended 4. BROKERAGE RELATIONSHIP. 4.1.If the Buyer Agency box at the top of page 1 is checked,Broker represents Buyer as a Buyers limited agent(Buyels Agent) If the Transaction-Brokerage box at the top of page 1 is checked. Broker ads as a Transaction-Broker 4.2.In-Company Transaction—Different Brokers.When the sever and Buyer in a transaction are working with different brokers,those brokers continue to conduct themseves consistent with the brokerage relationships they have established Buyer acknowledges that Brokerage Firm is allowed to offer and pay compensation to brokers wethn Brokerage Firm working with a seller 4.3. In-Company Transaction—One Broker.If the seller and Buyer are both working with the same ' Broker. Broker will function as 4.3.1.Buyer's Agent If the Buyer Agency box at the top of page 1 hs checked,the parties agree the following applies 4.3.1A. Buyer Agency Only. Unless I e box in§4 3 1 2(Buyer Agency Unless Brokerage Relationship with Both)is checked, Broker represents Buyer as Buyers Agent and must treat the seller as a customer A customer is a party to a transaction with whore Broker has no brokerage relationship Broker must disclose to such customer Brokels relationship with Buyer ®4.3.1.2. Buyer Agency Unless Brokerage Relationship with Both.If this box is checked. Broker represents Buyer as Buyers Agent and must treat the seller as a customer,unless Broker currently has or enters into an agency or Transaction-Brokerage relationship with the seller,in which case Broker must act as a Transaction-Broker 4.1.2.Transaction-Broker.If the Transaction-Brokerage box at the top of page 1 is checked,or in the event neither box is checked,Broker must work we,Buyer as a Transaction-Broker A Transaction-Broker must perform the duties descnbed in§5 and facilitate purchase transactions without being an advocate or agent for either party If the seller and Buyer are working with the same broker,Broker must continue to function as a Transaction-Broker 5. BROKERAGE DUTIES.Brokerage Firm,acting through Broker,as either a Transaction-Broker or a Buyers Agent,must perform the following Uniform Dulles when working with Buyer 5.1. Broker must exercise reasonable skill and care for Buyer, including but not limited to the following 5.1.1.Performing the terms of any written or oral agreement with Buyer, 6.1.2.Presenting all offers to and from Buyer in a timely manner regardless of whether Buyer is already a party to a contract to Purchase the Property, 6.1.3.Disclosing to Buyer adverse material facts actually known by Broker, 5.1.4.Advising Buyer regarding the transaction and advising Buyer to obtain expert advice as to matenal matters about which Broker knows but the specifics of which are beyond the expertise of Broker, 5 1.5.Accounting in a timely manner for all money and property received,and 5.1.6.Keeping Buyer fully informed regarding the transaction 5.2. Broker must not disclose the following information without the informed consent of Buyer 6.2.1.That Buyer is wiring to pay more than the purchase price offered for the Property, 5.2.2.Wnat Buyers motivating factors are, 5.2.3.That Buyer will agree to financing terms other than those offered,or 6.2.4,Any material information about Buyer unless disclosure is required by law or failure to disclose such information would constitute fraud or dishonest dealing 5.3.Buyer consents to Brokers disclosure of Buyers confidential information to the supervising broker or designee for the purpose of proper supervision,provided such supervising broker or designee does not further disclose such information without consent of Buyer,or use such Information to the detriment of Buyer 5.4.Broker may show properties In which Buyer is interested to other prospective buyers without breaching ' any duty or obligation to Buyer Broker is not prohibited from showing compehnu buyers the same property and BC60-S-13 EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT Page 2 of6 Buyer(s)Initials CtMtConnecets corn-02014 CTM Som,rere Corp from assisbrg competing buyers in attempting to purchase a particular properly 5,5.Braker is not obligated to seek other properties wile Buyer is already a party to a contract to purchase ProPeM 6.6.Broker has no duty to conduct an ndependent impaction of the Property for the benefit of Buyer and has no duly to independently verify the accuracy or completeness of statements made by a seller or independent inspectors Broker has no duty to conduct an independent Fwstgabon of Buyer's Bnanaal condbon or to verify the accuracy or completeness of any statement made by Buyer 6.7.Broker must disclose to any prospective seller all adverse matenal facts actually known by Broker, including but not Ignited to adverse material facts concerning Buyer's financial ability to pet-form the terms of the transaction and whether Buyer intends to occupy the Property as a prncipal residence_ 5.8. Buyer understands that Buyers not liable for Brokers ads or omissions that have not been approved. directed or ratified by Buyer 6. ADDITIONAL DUTIES OF BUYER'S AGENT.If the Buyer Agency box at the top of page 1 Is checked, Broker is Buyers Agent,with the fdkrvirg additional duties- 6.1. Promoting the interests of Buyer with the utmost good faith,loyalty and fidelity, 6.2. Seeking a{ince and terms that are acceptable to Buyer, and 6.3. Counseling Buyer as to any matenal benefits or nsks of a transaction that are actually known by Broker 7. COMPENSATION TO BROKERAGE FIRM.In consideration of the services to be performed by Broker, Brokerage Firm will be paid as set forth in this section,with no discount or allowance for any efforts made by Buyer or any other person Brokerage Firm is entitled to receive additional compensation,bonuses,and incentives paid by listing brokerage firm or seller Broker will inform Buyer of the fee to be paid to Brokerage Firm and.if there is a written agreement, Broker will supply a copy to Buyer, upon written request of Buyer 7.1.Brokerage Firm's Fee-Purchase. Check Compensation Arrangement ❑ 7.1.1. Success Fee.Brokerage Firm will be paid as follows 7.1.1.1. Amount A fee equal to 3 %of the purchase price,but not less than$ n/a ,except as provded m § 7 1 1 2 7.1.1.2, Adjusted Amount. ❑§19.(Additional Provisions)or 0 Other n/a 7.1.1.3. When Earned;When Payable-Purchase.The Success Fee is earned by Brokerage Firm upon the Purchase of the Property and is payable upon closing of the transaction.It any transaction fails to dose as a result of the seller's default,with no fault on the pan of Buyer,the Success Fee will be waived If any transaction fails to dose as a result of Buyers default in whole or in part,the Success Fee will not be waived,such fee is payable upon Buyer's default,but not later than the date that the dosing of the transaction was to have occurred ❑ 7.1.2. Hourly Fee.Brokerage Firm will be paid$ n/a per hour for bore spent by Broker pursuant to this Buyer Listing Contract, up to a maximum total fee of$ n/a This hourly fee is payable to Brokerage Firm upon receipt of an invoice from Brokerage Firm ❑ 7.1.3. Retainer Fee. Buyer will pay Brokerage Firm a nonrefundable retainer fee of$ n/a due and payable upon signing of this Buyer Listing Contract This amount Own!❑will Not be credited against other fees payable to Brokerage Firm under this section ❑ 7.1.4. Other Compensation. n/a 7.2. Brokerage Firm's Fee—Lease.If the box in§3 5 2 is checked, Brokerage Firm will be paid a fee as follows,less any amounts paid by the listing brokerage firm or landlord 7.2.1. Amount.$ n/a per square foot per n/a ,or n/a , except as provided in§7 2 2 7.2.2. Adjusted Amount❑See§19.(Additional Provisions)or 0 Other n/a 7.2.3. Other. n/a 7.2.4. When Earned;When Payable-Lease. This Lease fee is earned upon the mutual execution of the Lease.One-half of this Lease fee is payable upon mutual execution of the Lease and one-half ' upon possession of the premises by tenant or as follows n/a If the Lease.executed after the date of this Buyer Listing Contract, contains an option to extend or renew,or if Buyer expands into additional space within the building or complex where the Property is located, Brokerage Firm❑WIII❑Will Not be paid a fee upon exercise of such extension or renewal option or expansion If Brokerage Firm is to be paid a fee for such extension renewal or expansion,the amount of such fee and its payment are as follows n/a BC60-8-13. EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT Page 3 of6 Buyer(s)Initials CTM[Contrace corn-02014 CTM Software Corp 7.3. Who Will Pay Brokerage Firm's Fee. ® 7.3.1. Listing Brokerage Firm or Seller May Pay.Buyer IS Obligated to Pay Broker Is authorized and instructed to request payment of Brokerage Firm's fee from the listing brokerage firm or seller Buyer is obligated to pay arty patron of Brokerage Eras fee wtvdl a not pad by the fisting brokerage firm or seller O 7.3.2. Buyer Will Pay.Buyer is obligated to pay Brokerage Firm's fee • 7.33. Listing Brokerage Firm or Seller May Pay.Buyer I.NOT Obligated to Pay.Broker is authorized to obtain payment of Brokerage Firm's fee from the listing brokerage firm or serer Provided Buyer has fulfilled Buyers obligabons m this Buyer Listing Contract Buyer a not obligated to pay Brokerage Firm's fee If no box is chedad above,then§7.3 3(Buyer is NOT Obligated to Pay)mil appy 7.4. Holdover Period. Brokerage Firm's fee apples to Property contracted for(or leased if§3 5 2 is checked)during the Tenn of this Buyer Listing Contract or any extensions and also applies to Property contracted for or leased whim 120 calendar days after the listing Period expires(Holdover Period)(1)if the Property is one on which Broker negotiated and(2)if Broker submitted its address or other�� description in writing to Buyer dunng roe Listing Period,(Submitted Properly) Provided,however,Buyer mlprrrll OWBI Not rare the compensation under§§7 1,7 2, 7 31 and 7.3 2 as indicated, If a commission is earned by another real estate brokerage firm acting pursuant to an exclusive agreement wNh Buyer entered into dunng the Holdover Period,and a Sale or Lease of the Submitted Property is consummated If no box IS checked in this§7 4,then Buyer does not owe the commission to Brokerage Firm e. LIMITATION ON THIRD-PARTY COMPENSATION.Neither Broker nor Brokerage Firm,except as set forth In §7,will accept compensation from any other person or entity in connection with the Property Mang the written consent of Buyer Additionally, neither Broker nor Brokerage Firm is permitted to assess and receive mark-ups or other compensation for services performed by any third party or affiliated business entity unless Buyer signs a separate written consent for such services 9. BUYER'S OBLIGATIONS TO BROKER.Buyer agrees to conduct all negotiations for the Properly only through Broker and to refer to Broker all communications received in any form from real estate brokers,prospective sellers,or any other source dunng the Term of this Buyer Listing Contract. Buyer represents that Buyer Els els Not currently a party to any agreement with any other broker to represent or assist Buyer in the location or Purchase of Property 10. RIGHT OF PARTIES TO CANCEL. 10.1. Right of Buyer to Cancel.In the event Broker defaults under this Buyer Listing Contract Buyer has the nght to cancel this Buyer Listing Contract,including all rights of Brokerage Firm to any compensation if the Buyer Agency box at the top of page 1 is checked Examples of a Broker default include,but are not limited to(1) abandonment of Buyer, (2)failure to fulfill all matenal obligations of Broker and(3)failure to fulfill all matenal Uniform Duties(§5)or,if the Buyer Agency box at the top of page 1 Is checked, the failure to fulfill all matenal Additional Duties Of Buyers Agent(§6) Any rights of Buyer that accrued prior to cancellation will survive such cancellation 10.2. Right of Broker to Cancel.Brokerage Firm may cancel this Buyer Listing Contract upon written notice to Buyer if Buyer fails to reasonably cooperate with Broker or Buyer defaults under this Buyer Listing Contract Any rights of Brokerage Firm that accrued prior to cancellation will survive such cancellation 11. COST OF SERVICES OR PRODUCTS OBTAINED FROM OUTSIDE SOURCES.Broker will not obtain or order products or services from outside sources unless Buyer has agreed to pay for them promptly when due (e g, surveys, radon tests, soil tests,title reports,engineering studies, properly inspections). Neither Broker nor Brokerage Firm Is obligated to advance funds for Buyer. Buyer must reimburse Brokerage Firm for payments made by Brokerage Film for such products or services authorized by Buyer 12. BROKERAGE SERVICES; SHOWING PROPERTIES. 12.1.Brokerage Services. The following additional tasks will be performed by Broker n/a 12.2.Showing Properties.Buyer acknowledges that Broker has explained the possible methods used by listing brokers and sellers to show properties, and the limitations Of any)on Buyer and Broker being able to access properties due to such methods Broker's limitations on accessing premises are as follows none Broker,through Brokerage Firm,has access to the following multiple listing services and property information services Aspen Multiple Listing Service 13. DISCLOSURE OF BUYER'S IDENTITY.Broker ®Dees DDoes Not have Buyers permission to disclose Buyers identity to third parties without prior written consent of Buyer BC60-S-13 EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT Page 4or6 Buyer(s)Initials CfMeConhracts con- 2014 CTM Sollsarc Corp 14. DISCLOSURE OF SETTLEMENT SERVICE COSTS.Buyer acknowledges that costs,quality.and extent of service vary between different settlement service providers le g.attorneys,lenders.inspectors and title companies) IS. NONDISCRIMINATION.The parties agree not to discriminate unlawfully against any pmspeotne seller because of the race,creed,color,sex.sexual orientation,marital status.familial status.physical or mental disability.handicap,religion, nabonal origin or ancestry of such person 16. RECOMMENDATION OF LEGAL AND TAX COUNSEL By signing this document Buyer ackna edges that Broker has advised that this document has important legal consequences and has recommended consultation with legal and tax or other counsel before signing this Buyer Listing Contract 17. MEDIATION.If a dispute anses relating to this Buyer Listing Contract, Prior tel or after doe g,and is not resolved,the parties must first proceed in good faith to submit the matter to mediation Mediation is a process in which the partes meet with an impartial person who helps to resolve the dispute informally and confidentially Mediators cannot impose binding decisions The parties to the dispute must agree.in writing,before any settlement is binding The parties win jointly appoint an acceptable mediator and wig share equally in the cost of such mediation The medsbon, unless otherwise agreed,will terminate in the event the entire dispute IS not resolved within 30 raendar days of the date written notice requesting mediation is delivered by one party to the other at the other pangs last known address 18. ATTORNEY FEES.In the event of any arbitration or Idgabon relating to this Buyer Listing Contract,the arbitrator or court must award to the prevailing party all reasonable costs and expenses,including attorney and legal fees 19. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the Colorado Real Estate Commission) Public Contracts for Services and Public Contracts with Natural Persons.In conformance with the provisions of C.R.S. §8-17.5-101 and 102, as amended and C.R.S. §24-76.5-101, as amended PUBLIC CONTRACTS FOR SERVICES. CRS§8-17.5-101.(Not Applicable to agreements relating to the offer,issuance, or sale of securities, investment advisory services or fund management services,sponsored projects, intergovernmental agreements, or information technology services or products and services]Contractor certifies, warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United ' States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS§8-17.5.102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contractor enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d)shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS§8- 17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency,Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee,and shall comply with all of the other requirements of the Department program.If Contractor fails to comply with any requirement of this provision or CRS§8-17.5-101 et seq, the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS§24-76.5-101. Contractor,if a natural person eighteen(18)years of age or older, hereby swears and affirms under penalty of perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (6) shall comply with the provisions of CRS§24-76.5-101 et seq., and(c)has produced one form of identification required by CRS§24-76.5-103 prior fo the effective date of this contract. BC60.8d3 EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT Page 5 of 6 Buyer(s)Initials CTMeCOnmacts corn-t 2014 CTM Software Corp 20. ATTACHMENTS.The following are a pal of this Buyer Listing Contract Buyer Addendum to Exclusive Right To Buy Contract Brokerage to Buyer/Tenant Addendum A- Commission structure for Buyer's Agent for Pitkin County 21. NOTICE,DELIVERY AND CHOICE OF LAW. 21.1.Physical Delivery.All notices must be in writing.except as provided in§21 2 My document including a signed doament or notice,deivered to the other party to this Buyer Listing Contract,is effective upon physical receipt Delivery to Buyer is effective when physically received by Buyer.any signator on behalf of Buyer. any named individual of Buyer or representative of Buyer 21.2.Electronic Delivery.As an alkmabve to physical delivery,any document including a signed document or wn0en notice may be delivered in electronic form only by the following indicated methods. ®Facsimile Q E-mail IN Internet If no box is checked, this§21 2 is not applicable and§21 1 governs notice and delnery Documents with original signatures will be prowled upon request of any party 21.3.Choice of Law.This Buyer Listing Contract and all disputes arising hereunder are governed by and construed in accordance vwm the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in this state for property located in Colorado 22. MODIFICATION OF THIS CONTRACT.No subsequent modification of any of the terms piths Buyer Listing Contract is valid,binding upon the parties.or enforceable unless in writing and signed by the parties 23. COUNTERPARTS.This Buyer Listing Contract may be executed by each of the panes, separately,and when so executed by all the parties,such copies taken together are deemed to be a full and complete contract between the parties 24. 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 Buyer Listing Contract 25. COPY OF CONTRACT.Buyer acknowledges receipt of a copy of this Buyer Listing Contract signed by Broker,including all attachments 26. MEGAN'S LAW.If the presence of a registered sex offenders a matter of concern to Buyer.Buyer understands that Buyer must contact local law enforcement officials regarding obtaining such information Brokerage Firm authonzes Broker to execute this Buyer Listing Contract on behalf of Brokerage Firm Date 9/0/Er Buyer Pit ounty Board of Commissioners By-Jon Peacock, County Manager Address Phone Fax Electronic Address latorgie4nem-friggi-- Date 7/1/2015 Broker Sally Shiekman-Miller Brokerage Firm's Name Aspen Snowmass Sotheby?s International Realty Address 415 East Hyman Avenue Aspen, CO 81611 Ph 970-925-6060 Fax 970-920-9993 Electronic Address sally@sallyshiekman.com BC6O-S-13" EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT BC60-8-13 EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT Page 6 of 6 Buycns)Inihals _ CTMCComlracn corn-,2014 CTM son.wrc Corp Aspen $Lnt}1Cb 5 Snowmass Snowmass Sotheby?s International Realty Snomass ..,,,,,, Y Sally Shiekman-Piller Ph. 970-925-6060 Fax 970-920-9993 BUYER ADDENDUM TO EXCLUSIVE RIGHT-TO-BUY LISTING CONTRACT OR BROKERAGE DISCLOSURE TO BUYER/TENANT Date 7/1/2015 This'Addendum-is hereby made a part of either the Exclusive Right-to-Buy Listing Contract or Brokerage Disclosure to Buyer/Tenant form In the event of a conflict between this Addendum and the indicated CREC approved form,this Addendum prevails 1 BUYER DUE DILIGENCE. Neither Broker nor Brokerage Finn has a duty to conduct an independent inspection of the Property,the Inclusions,the Sellers Property Disclosure form,the Listing Brokerage Firms Wef Checklist or the Title Documents for the benefit of the Buyer.Neither Broker nor Brokerage Firm has a duty to independently verify the accuracy or completeness of statements made by seller,sellers broker,independent inspectors,or other third parties regarding the actual lot size,location and square footage of improvements.building,zoning and allowed use regulations,well(flow rate,capacity,depth, recovery rate, suitability for Buyers needs,exempt status such as household,domestic,etc.,water quality, potability, location on property,etc), septic(useful life of the system,capacity and suitability for size of house,pumping needs,location on property,Sc),leach field(adequacy,locabon on property,percolation. etc),environmental(such as presence on the property of mold,radon gas,asbestos,petroleum products the presence of methamphetamine andlor byproducts from the production of methamphetamine (meth lab)or other hazardous substances or matenals)or sols matters, radiant heating systems(e g Entran II),electromagnetic fields(proximity to power lines),termites or other infestations,exterior insulation and finish systems(e g artificial stucco),polybutylene plumbing matenals,roofing matenals(e.g Woodruf shingles),proximity to a flood plain on hazardous waste site,the availability and quality of schools,the impact of air traffic,the dues, fees,taxes or similar charges that are or may be assessed or levied by any applicable association or taxing authority,crime statistics(such as"Megan's Law'which provides that information concerning the location of known sex offenders be available from local law enforcement),and other similar matters 2 USE OF PROFESSIONALS. Buyer should seek the advice of professionals,such as(but not limited to) attorneys, accountants,mortgage lenders,exchange acwmmodators,appraisers,surveyors,contractors. engineers,septic inspectors,well testers,water engineers,property inspectors.and environmental hazard and radon gas experts Broker and Brokerage Firm recommend that Buyer obtain a wntten inspection report covenng the Property and Inclusions,and an improvement location certificate or survey to obtain information about the location of Improvements, the existence of encroachments,and other matters Broker and Brokerage Finn also recommend that,if the Title Documents show an oil and/or gas lease or any severed mineral interest, Buyer should engage an attorney to provide counsel regarding the effect of such third party interests in the Property Buyer should verify all information using experts of Buyers own choosing Most professions require state licensing or registration and Buyer should work with licensed or registered professionals when applicable 3 MLS. Broker and Brokerage Finn will only be obligated to search for Property in Multiple Listing Services ('MLS')of which Brokerage Firm is a member 4 PROPERTY REPAIRS/IMPROVEMENTS. Buyer should obtain wntten cost quotations(bids)for all work Buyer intends to have done to the Property to be fully aware of the costs of such work Neither Broker nor Brokerage Firm is responsible for any recommendations as to professionals Each professional should be able to provide Buyer with a list of past customers to assist Buyer in making Buyer's own decision and selection Buyer is advised that all work done on the Property as part of any contract should be done by licensed contractors when possible and inspected by the appropriate governmental authonty 5 HOMEOWNER'S WARRANTY. Pre-owned home warranty programs exist which may be purchased and may cover the repair or replacement of some Inclusions Neither Broker nor Brokerage Firm is liable for the Addendum to Exclusive Right to Buy Listing Contract(BC 60-8-13)Brokerage Disclosure to Buyer/Tenant(BD24 5-09).This addendum has not been approved by the Colorado Real Estate Commission(CREC). It was prepared and 02014 by Frascona,Joiner,Goodman and Greenstein,P.C.(303-494-3000)legal counsel,for the exclusive use of Aspen Snowmass Sotheby's International Realty All rights reserved. Page I of 3 CTMeComlmclz cam.,2014 CTM software Corp financial integrity of such companes Buyer is encouraged to evaluate the terms of coverage and finance! strength of any company offering to issue such a warranty_ 6 POSSESSION.LEASE AND INSURANCE. If the Possession Date is other than the Closing Date,Buyer should consider obtaining casualty and liability insurance and a lease.or Post Closing Occupancy Agreement.for the period between the Possession Date and the Closing Date 7. BROKER PURCHASES. Braker or other agents of Brokerage Firm may,for their own account purchase property that is available for sale,including property that may or may not have been shown to Buyer B LOAN OBJECTION. The loan contingency n the current CREC approved Contract to Buy and Sell Real Estate(g 5b),conditions the Contract only upon Buyer being satisfied with the avaitsbdity.terms,conditions and cost of a ban-not on obtaining a written loan commrbnent and not on Buyer's new loan actually closing andlor funding If,for example, Buyer obtains a loan commitment or decides its satisfied without a written commitment,but the lender in either event does not had the loan,Buyer may ben default 9 LOAN FRAUD. Buyer must not engage in any conduct that could constitute loan fraud(including,but not limited to, material misstatements regarding Buyer's employment status, receipt of money or other value from seller without the knoMedge of Buyers lender,or the use of an incorrect Social Sixthly number), and Buyer must notify Broker If Buyer learns that any other party to a transaction may be engaging in such conduct.If Broker or Brokerage Firm becanes aware Shat Buyer has been a part of a loan fraud,before the transaction has closed,the fraud will be considered a breach of Buyer's duties to Broker and Brokerage Firm,and Broker and Brokerage Firm may immediately terminate their relationship with Buyer,so that neither Broker nor Brokerage Firm has any continuing duty to Buyer,and notify appropriate authorities 10 SELLER CONCESSIONS. Buyer acknowledges that if a contract for Buyers purchase of the Property contains a creditor credits to be given by the Seler or other incentives or provisions for the return of value to the Buyer.Buyer's lender may treat some or all of any such credit incentive or return of value as a price concession,and to the extent so treated,Buyer's lender may disallow the credit, incentive or return of value, or may reduce the amount of the available loan to reflect the effective price for the Property(after deducting for such credit,incentive or return of value) Such a reduction in the loan amount would requre Buyer to pay more of the purchase puce from Buyers own funds at closing Buyer also acknowledges that any and all Seller concessions must be shown on the settlement statements at dosing 11 PROPERTY CONTAMINATED WITH METHAMPHETAMINE OR OTHER CONTAMINANTS. The current CREC approved Contract to Buy and Sell Real Estate(Residential)(§10 11)indicates that a buyer of residential real property has the nght to test the property to determine whether it has been used as a methamphetamine laboratory,and a Right to Terminate the Contract if the test results indicate that the property has been contaminated with methamphetamine but has not been remediated to meat certain standards established by rules of the State Board of Health(as well as the obligation with such test results to promptly give written notice to the seller of the test results) That CREC approved Contract provision indicates that a Seller is not required to disclose information regarding methamphetamine contamination if the Property has been remediated to state standards and other requirements have been met,nor would the Buyer have the Right to Terminate the Contract in such circumstances under that provision of the CREC approved form Although the CREC approved Contract to Buy and Sell Real Estate does not indicate this, under currently applicable Colorado law a buyer of residential real property also has the nght to terminate the contract and the obligation to give prompt written notice of the test results to the seller, if test results indicate that the property has been contaminated with other contaminants for which standards have been established by the State Board of Health,and has not been reinitiated to meet such standards If an illegal drug laboratory is deemed to have been discovered under the applicable statute regarding such methamphetamine laboratories, a buyer may still purchase the property,but in that event,among other things, the buyer assumes certain obligations with respect to the illegal drug laboratory,the buyer must notify the Department of Public Health and Environment of such purchase on the date of closing,and the buyer must complete required remediation of the property within 90 days after closing Buyer should consider and inform Broker of any particular chem real or environmental sensitivities Buyer has that may be affected by the presence of contamination that is within state standards, and Buyer should obtain the advice of appropriate professionals,Including a certified industrial hygienist or industnal hygienist and an attorney, regarding such matters 12 BREACH OR NONPERFORMANCE BY BUYER-SUCCESS FEE DUE. In the event of any breath or nonperformance of Buyer's obligations under this Exclusive Right-to-Buy Listing Contract,then, Addendum to Exclusive Right to Buy Listing Contract(BC 60-8-13)Brokerage Disclosure to BuyerTenant(BD24 5-09).This addendum has not been approved by the Colorado Real Estate Commission(CREC).It was prepared and 02014 by Frascona,Joiner,Goodman and Greenstein,P.0 (303-494-3000)legal counsel,for the exclusive use of Aspen Snowmass Sotheby?s International Realty.All rights reserved Page 2 of 3 CTMcConiracts corn- 2014 CTM Software Corp notwithstanding any pronsion of tis Buyer Listing Contract to she contrary,Buyer via be obligated to pay the Success Fee to Brokerage FM The amount of the Success Fee has been agreed upon by Buyer and Brokerage Fen as a reasonable estimate of Brokerage Firm's actual damages m the event of a breach a nonperformance a Buyer's drigabons hereunder The actual amount of damages upon the occurrence of such a breach or nonperformance by Buyer is extremely dlgaAt to determine.It is agreed that the recovery of such Success Fee will be UOUIDATED DAMAGES and,except for recovery of fees,expenses a suns paid or inured by Brokerage Fxm and owed by Buyer under§11 a§ 18 a some other speak provision of to Buyer Listing Contract-will be Brokerage Finn's SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of In Buyer Lang Contract 13 INCREASED SUCCESS FEE WHEN DEALING WITH UNLISTED PROPERTY OR LIMITED SERVICE LISTING BROKER If the Property purchased by Buyer is not listed wish a broker,or if it B listed by a broker providing Suited services to the Seller,then,notwithstanding any provision of this Buyer Listing Contract to the contrary,the amount of the Success Fee wgl be one hundred fifty percent(150%)of the amount otherwise established pursuant to§7 1 1 of In Buyer Listing Contract and,in addition to any obligations of Buyer under this Buyer Listing Contract, Buyer will be obligated to pay that addibonal amount of the Success Fee A listing broker will be deemed to be providing limited semces to the Seller if(i)the MIS information so indicates, (ii)the listing Broker does not present offers to the Seller,a(e)the Listing Broker does not participate in the resonation and execution of the buy-sell contract. 14 AFFIUATED BUSINESS RELATIONSHIPS. Buyer has received the Affiliated Business Arrangement Disclosure Statement from Broker and has signed that document (A)Broker has made Buyer aware that Broker offers mortgage loan products and semces though an affiliate Buyer has elected to(check the one that applies)Dobtain Onot obtain mortgage loan products and services through n/a (B)Broker has made Buyer aware that Broker offers title Insurance and settlement services through an affiliate Buyer has elected to(check the one that applies)Dobtain Dnot obtain tele insurance and settlement services from n/a (C)Broker has made Buyer aware that Broker offers homeowner's warranty programs through an affiliate Buyer has elected to(check the one that applies)Dobtain Dnot obtain a home warranty program through n/a Brokerage Firm's Name Aspen Snowmass Sotheby7s International Realty lartiatel N G(sr Broker ((// /Daatee 7/1/2015 Date gr`B/ Buyer Pitkin County Board of Commissioners By Jon Peacock, County Manager Buyer Date Addendum to Exclusive Right to Buy Listing Contract (BC 668.13)/Brokerage Disclosure to Buyer/Tenant (BD 24609). This Addendum has not been approved by the Colorado Real Estate Commission("CREC") It was prepared and 02014 by Frascona, Joiner, Goodman and Greenstein, P.C. (303-494-3000) legal counsel, for the exclusive use of Aspen Snowman Sotheby?s International Really All rights reserved Addendum to Exclusive Right to Buy Listing Contract(BC 60-8-13)Brokerage Disclosure to Buyer Tenant(BD24 5-09) This addendum has not been approved by the Colorado Real Estate Commission(CREC) It was prepared and 02014 by Frascona,Joiner,Goodman and Greenstein,P.0 (303-494-3000)legal counsel,for the exclusive use of Aspen Snowmass Sotheby?s International Realty.All rights reserved Page 3 of3 CTMeContracts corn- r 2014 CTM Sonware Corp Addendum A-Commission structure for Buyer's Agent for Pitkin County 3% Broker presents the property to Pitkin County,provides market data,drafts and negotiates contract,handles all facets of the sale 2, /Lt- c-vt-- " )1-t c c v o-fhe• tAn.ie-4 )5P.e� pi, MLS u )e Si !9-°,_ Example of Properties that would fall into the above category: - v / 4- P.1-1-44. (-O J M1 y, siva—g1 Aspen Edge,Smuggler Racquet Club N u ort- 6 kra sa /7�a e tit I T I u-r�^U` 1% Pitkin County presents the property to Broker,Broker provides market data,drafts and negotiates contract,handles all facets of the sale Example of Properties that would fall into the above category: Snowman Village/Carriage Way(this was a potential partner opportunity with the Town of Snowman Village) In the event Pitkin County presents a property to Broker,Broker provides market data and counsel, County drafts and negotiates contract and handles all facets of the sale, the following shall apply: For properties up to$1,000,000,Broker shall be paid a fiat fee of$5,000 For properties between$1,000,001 and$3,000,000,Broker shall be paid a flat fee of$7,500 For properties between$3,000,001 and$5,000,000,Broker shall be paid a flat fee of$10,000 For properties over$5,000,000,Broker shall be paid a flat fee of$15,000 Example of Properties that would fall into the above category: Ski Co property in Southside,Real America property near Stubbies, RMI parcel in Old Snowmass In the event Pitkin County acquires residential units as a direct result of development of a vacant land parcel in which Pitkin County is a partner,no commission shall be due to Broker upon the transfer of the units from the developing entity(should it be different than Pitkin County)to Pitkin County. Signature: SPit County County Board of Commissioners Sally Shie an-Miller By:Jon Peacock,County Manager Broker Associate