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HomeMy WebLinkAbout13481RESOLUTION NO. 13481 A RESOLUTION APPROVING AN EXCLUSIVE RIGHT TO SELL LISTING CONTRACT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND NAVPOINT REAL ESTATE GROUP, LLC, A COLORADO LIMITED LIABILITY COMPANY, RELATING TO THE FUTURE SALE OF THE POPE BLOCK BUILDING, LOCATED AT 317 NORTH MAIN STREET, PUEBLO, COLORADO 81003 AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAID CONTRACT BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Exclusive Right to Sell Listing Contract (“Contract”) relating to the future sale of the Pope Block Building, owned by the City of Pueblo and located at 317 North Main Street, Pueblo, Colorado 81003, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized to execute and deliver said Contract in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 2. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Resolution and the attached Contract which are necessary or desirable to effectuate the transactions described therein. SECTION 3. This Resolution shall become effective immediately upon final passage. INTRODUCED July 25, 2016 BY: Ed Brown City Clerk’s Office Item # M-11 Background Paper for Proposed Resolution COUNCIL MEETING DATE: July 25, 2016 TO: President Stephen G. Nawrocki and Members of City Council CC: Sam Azad, City Manager VIA: Gina Dutcher, City Clerk FROM: Daniel C. Kogovsek, City Attorney SUBJECT: A RESOLUTION APPROVING AN EXCLUSIVE RIGHT TO SELL LISTING CONTRACT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND NAVPOINT REAL ESTATE GROUP, LLC, A COLORADO LIMITED LIABILITY COMPANY RELATING TO THE FUTURE SALE OF THE POPE BLOCK BUILDING, LOCATED AT 317 NORTH MAIN STREET, PUEBLO, COLORADO 81003 AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAID CONTRACT SUMMARY: Attached is a Proposed Resolution approving and authorizing the President of City Council to sign an Exclusive Right to Sell Listing Contract between the City of Pueblo and NavPoint Real Estate Group, LLC, a Colorado Limited Liability Company (“Broker”). PREVIOUS COUNCIL ACTION: None. BACKGROUND: On May 20, 2016, the City’s Purchasing Department issued a Request for Proposals (“Project # 16-029) soliciting proposals from real estate brokers/firms to sell the Pope Block Building located at 317 North Main Street, Pueblo, Colorado 81003 (“Property”) which is owned by the City. After a review of the proposals submitted, Broker was chosen by the City’s RFP Evaluation Committee as the successful bidder. FINANCIAL IMPLICATIONS: Broker will charge a sales commission equal to 4% of the sale price of the Property if there is a cooperating broker (broker for purchaser) and a sales commission of 3% of the purchase price of the Property if there is no cooperating broker. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Resolution. STAKEHOLDER PROCESS: Not applicable to this Resolution. ALTERNATIVES: If this Resolution is not approved the Pope Block building will not be aggressively marketed for sale. RECOMMENDATION: Approve the Resolution. Attachments: Proposed Resolution and Listing Contract 71 Property Boundaries of Lots 9, 10, and 11, Block 33, Plan of Pueblo, located in the NE1/1 of 72 Section 36, Township20 South, Range 65 West, of the 6th PM., recorded October 30, 1997, at 73 g 74 Instrument No. 1191914, together with that portion of vacated alley adjacent to said lots, 76 Pueblo County, Colorado. 77 78 PARCEL 2: 79 80 81 All of that portion of Block 33 in the Town, now City of Pueblo, according to the plan of Pueblo 82 made for the Probate Judge of Pueblo County, H.M. Fosdick, Engineer, in March 1869, 83 84 bounded and described as follows: 85 86 BEGINNING at the point of intersection of the South line of Fourth Street with the East line of 87 88 Court Street; thence South and along the East line of Court Street 119.85 feet to the point of 90 intersection of the East line of Court Street with the North line of the alley in said Block 33; 91 thence Easterly and along the North line of the alley in said Block 33 140.02 feet to a point; 92 thence Northerly and parallel with the East line of Court Street 119.71 feet to a point in the 93 South line of Fourth Street; thence Westerlyand alongthe South line of Fourth Street 140.02 94 95 feet to the POINT OF BEGINNING, being the same property sometimes described as lots 6, 7, 8 96 and the West 8 feet of Lot 5, Block 33, of the Town, now City of Pueblo, according to the plan 97 98 of Pueblo made for the Probate Judge of Pueblo County by H.M. Fosdick, Engineer in March 99 1869, together with that portion of vacated alley adjacent to said lots. Imo 101 102 PARCEL 3: 103 104 105 The Northerly 71.05 feet of Lots 1, 2, and 3, all of Lot 4, the East 36 feet in the width of Lot 5 lo6 and the South 48.38 feet of the West 41.33 feet of Lot 3, Block 33, in that part of the present 107 City of Pueblo which was surveyed and platted by H.M. Fosdick, Civil Engineer for the Probate 108 109 Judge of said Pueblo County, in March 1869. no All in County of Pueblo, State of Colorado. 111 112 113 known as No. 317 N Main Street, Pueblo, CO 81003, 114 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant 115 116 thereto, and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded. 117 3.5. Sale; Lease. 118 3.5.1. A Sale is the voluntary transfer or exchange of any interest in the Property or the voluntary 119 120 creation of the obligation to convey any interest in the Property, including a contract or lease. It also includes 121 an agreement to transfer any ownership interest in an entity which owns the Property. 122 0 3.5.2. If this box is checked, Seller authorizes Broker to negotiate leasing the Property. Lease of the 124 Property or Lease means anyagreement between the Seller and a tenant to create a tenancyor leasehold 124 p Y 9 125 interest in the Property. 126 3.6. Listing Period. The Listing Period of this Seller Listing Contract begins on 7/19/2016 , and 127 128 continues through the earlier of(1) completion of the Sale of the Property or(2) 1/19/2017, and any written 129 extensions (Listing Period). Broker must continue to assist in the completion of any Sale or Lease for which 130 compensation is payable to Brokerage Firm under§7 of this Seller Listing Contract. 131 132 3.7. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. 133 The abbreviation"N/A"or the word"Deleted" means not applicable. The abbreviation "MEC" (mutual execution 134 of this contract) means the date upon which both parties have signed this Seller Listing Contract. 135 136 3.8. Day; Computation of Period of Days, Deadline. 137 3.8.1. Day. As used in this Seller Listing Contract, the term"day" means the entire day ending at 138 11:59 p.m., United States Mountain Time (Standard or Daylight Savings as applicable). 139 140 3.8.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 2 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 141 date is not specified, the first day is excluded and the last day is included, e.g., three days after MEC. If any 142 143 deadline falls on a Saturday, Sunday or federal or Colorado state holiday(Holiday), such deadline '='. Will 0 144 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be 145 checked,the deadline will not be extended. 146 147 148 4. BROKERAGE RELATIONSHIP. 149 4.1. If the Seller Agency box at the top of page 1 is checked, Broker represents Seller as Seller's limited 150 agent(Seller's Agent). If the Transaction-Brokerage box at the top of page 1 is checked, Broker acts as a 151 Transaction-Broker. 152 153 4.2. In-Company Transaction—Different Brokers.When Seller and buyer in a transaction are working 154 with different brokers, those brokers continue to conduct themselves consistent with the brokerage 155 relationships they have established. Seller acknowledges that Brokerage Firm is allowed to offer and pay 156 157 compensation to brokers within Brokerage Firm working with a buyer. 158 4.3. In-Company Transaction—One Broker. If Seller and buyer are both working with the same 159 169 broker, Broker must function as: 161 4.3.1. Seller's Agent. If the Seller Agency box at the top of page 1 is checked, the parties agree 162 the following applies: 163 4.3.1.1. Seller Agency Only. Unless the box in §4.3.1.2 (Seller Agency Unless Brokerage 164 Relationship with Both) is checked, Broker represents Seller as Seller's Agent and must treat the buyer as a 165 166 customer. A customer is a party to a transaction with whom Broker has no brokerage relationship. Broker must 167 disclose to such customer Broker's relationship with Seller. 168 '. 4.3.1.2. Seller Agency Unless Brokerage Relationship with Both. If this box is checked, 169 170 Broker represents Seller as Seller's Agent and must treat the buyer as a customer, unless Broker currently has 171 or enters into an agency or Transaction-Brokerage relationship with the buyer, in which case Broker must act 172 as a Transaction-Broker. 173 topof 4.3.2. Transaction-Broker. If the Transaction-Brokerage box at thepage g p ge 1 is checked, or in 175 the event neither box is checked, Broker must work with Seller as a Transaction-Broker. A Transaction-Broker 176 must perform the duties described in § 5 and facilitate sales transactions without being an advocate or agent 177 for either party. If Seller and buyer are working with the same broker, Broker must continue to function as a 178 179 Transaction-Broker. 180 181 5. BROKERAGE DUTIES. Brokerage Firm, acting through Broker, as either a Transaction-Broker or a 182 183 Seller's Agent, must perform the following Uniform Duties when working with Seller: 184 5.1. Broker must exercise reasonable skill and care for Seller, including, but not limited to the following: 185 5.1.1. Performing the terms of any written or oral agreement with Seller; 187 5.1.2. Presentingall offers to and from Seller in a timelymanner regardless of whether the 187 9 188 Property is subject to a contract for Sale; 189 5.1.3. Disclosing to Seller adverse material facts actually known by Broker; 190 5.1.4. Advising Seller regarding the transaction and advising Seller to obtain expert advice as to 191 192 material matters about which Broker knows but the specifics of which are beyond the expertise of Broker; 193 5.1.5. Accounting in a timely manner for all money and property received; and 194 5.1.6. Keeping Seller fully informed regarding the transaction. 195 196 5.2. Broker must not disclose the following information without the informed consent of Seller: 197 5.2.1. That Seller is willing to accept less than the asking price for the Property; 198 5.2.2. What the motivating factors are for Seller to sell the Property; 200 200 5.2.3. That Seller will agree to financing terms other than those offered; 201 5.2.4. Any material information about Seller unless disclosure is required by law or failure to 202 disclose such information would constitute fraud or dishonest dealing; or 203 5.2.5. Any facts or suspicions regarding circumstances that could psychologically impact or 204 205 stigmatize the Property. 206 5.3. Seller consents to Broker's disclosure of Seller's confidential information to the supervising broker 207 or designee for the purpose of proper supervision, provided such supervising broker or designee does not 208 209 further disclose such information without consent of Seller, or use such information to the detriment of Seller. 210 LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 3 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 211 5.4. Brokerage Firm may have agreements with other sellers to market and sell their property. Broker 21.2 may show alternative properties not owned by Seller to other prospective buyers and list competing properties 213 214 for sale. 215 5.5. Broker is not obligated to seek additional offers to purchase the Property while the Property is 216 subject to a contract for Sale. 218 5.6. Broker has no dutyto conduct an independent inspection of the Property for the benefit of a buyer 218 P P P Y Y 219 and has no duty to independently verify the accuracy or completeness of statements made by Seller or 220 independent inspectors. Broker has no duty to conduct an independent investigation of a buyer's financial 222 222 condition or to verify the accuracy or completeness of any statement made by a buyer. 223 5.7. Seller understands that Seller is not liable for Broker's acts or omissions that have not been 224 approved, directed, or ratified by Seller. 225 226 5.8. When asked, Broker '74 Will ❑ Will Not disclose to prospective buyers and cooperating brokers 227 the existence of offers on the Property and whether the offers were obtained by Broker, a broker within 228 Brokerage Firm or by another broker. 229 230 231 6. ADDITIONAL DUTIES OF SELLER'S AGENT. If the Seller Agency box at the top of page 1 is checked, 232 Broker is Seller's Agent, with the following additional duties: 233 6.1. Promoting the interests of Seller with the utmost good faith, loyalty and fidelity; 234 6.2. Seeking a price and terms that are set forth in this Seller Listing Contract; and 235 236 6.3. Counseling Seller as to any material benefits or risks of a transaction that are actually known by 237 Broker. 238 239 240 7. COMPENSATION TO BROKERAGE FIRM; COMPENSATION TO COOPERATIVE BROKER. Seller 241 agrees that any Brokerage Firm compensation that is conditioned upon the Sale of the Property will be earned 242 by Brokerage Firm as set forth herein without any discount or allowance for any efforts made by Seller or by 244 anyotherperson in connection with the Sale of the Property. 244 p Y' 245 7.1. Amount. In consideration of the services to be performed by Broker, Seller agrees to pay 246 Brokerage Firm as follows: 247 7.1.1. Sale Commission. (1) See Additional Provisions% of the gross purchase price or(2) n/a, 248 249 in U.S. dollars. 250 7.1.2. Lease Commission. If the box in § 3.5.2 is checked, Brokerage Firm will be paid a fee equal to 251 (1) n/a%of the gross rent under the lease, or(2) n/a, in U.S. dollars, payable as follows: n/a. 252 253 7.1.3. Other Compensation. n/a . 254 7.2. Cooperative Broker Compensation. Brokerage Firm offers compensation to outside brokerage 255 256 firms,whose brokers are acting as: 257 '=! Buyer Agents: See Additional Provi% of the gross sales price or n/a, in U.S. dollars. 259 !=' Transaction-Brokers: See Additional % of the gross sales price or n/a, in U.S. dollars. 260 7.3. When Earned. Such commission is earned upon the occurrence of any of the following: 261 7.3.1. Any Sale of the Property within the Listing Period by Seller, by Broker or by any other person; 262 7.3.2. Broker finding a buyer who is ready, willing and able to complete the Sale or Lease as 263 264 specified in this Seller Listing Contract; or 265 7.3.3. Any Sale (or Lease if§ 3.5.2 is checked)of the Property within 150 calendar days after the 266 Listing Period expires (Holdover Period)(1)to anyone with whom Broker negotiated and (2)whose name was 267 268 submitted, in writing, to Seller by Broker during the Listing Period (Submitted Prospect). Provided, however, 269 Seller Will ❑ Will Not owe the commission to Brokerage Firm under this § 7.3.3 if a commission is earned 270 by another licensed real estate brokerage firm acting pursuant to an exclusive agreement entered into during 272 272 the Holdover Period and a Sale or Lease to a Submitted Prospect is consummated. If no box is checked in this 273 §7.3.3, then Seller does not owe the commission to Brokerage Firm. 274 7.4. When Applicable and Payable. The commission obligation applies to a Sale made during the 275 Listing Period or any extension of such original or extended term. The commission described in § 7.1.1 is 276 277 payable at the time of the closing of the Sale, or, if there is no closing (due to the refusal or neglect of Seller) 278 then on the contracted date of closing, as contemplated by § 7.3.1 or§7.3.3, or upon fulfillment of§7.3.2 279 where the offer made by such buyer is not accepted by Seller. 280 LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 4 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 281 282 8. LIMITATION ON THIRD-PARTY COMPENSATION. Neither Broker nor Brokerage Firm, except as set 283 284 forth in § 7, will accept compensation from any other person or entity in connection with the Property without 285 the written consent of Seller.Additionally, neither Broker nor Brokerage Firm is permitted to assess or receive 286 mark-ups or other compensation for services performed by any third party or affiliated business entity unless 287 288 Seller signs a separate written consent for such services. 289 290 9. OTHER BROKERS'ASSISTANCE, MULTIPLE LISTING SERVICES AND MARKETING. Seller has 291 been advised by Broker of the advantages and disadvantages of various marketing methods, including 292 293 advertising and the use of multiple listing services (MLS)and various methods of making the Property 294 accessible by other brokerage firms (e.g., using lock boxes, by-appointment-only showings, etc.), and whether 295 some methods may limit the ability of another broker to show the Property. After having been so advised, 296 297 Seller has chosen the following: 298 9.1. MLS/Information Exchange. 299 300 9.1.1. The Property Will ❑Will Not be submitted to one or more MLS and kTc; Will 0 Will Not 301 be submitted to one or more property information exchanges. If submitted, Seller authorizes Broker to provide 302 timely notice of any status change to such MLS and information exchanges. Upon transfer of deed from Seller 303 to buyer, Seller authorizes Broker to provide sales information to such MLS and information exchanges. 304 9.1.2. Seller authorizes the use of electronic and all other marketing methods except: n/a. 305 306 9.1.3. Seller further authorizes use of the data by MLS and property information exchanges, if any. 307 9.1.4. The Property Address !=' Will ❑ Will Not be displayed on the Internet. 308 309 9.1.5. The Property Listing .k=4 Will ❑ Will Not be displayed on the Internet. 310 9.2. Property Access.Access to the Property may be by: 311 !=:'. Manual Lock Box 0 Electronic Lock Box 312 313 '=' via appointment with Matt Kulbe or Heather Taylor. 314 Other instructions: . 315 316 9.3. Brokerage Marketing.The following specific marketing tasks will be performed by Broker: 317 n/a. 318 319 320 10. SELLER'S OBLIGATIONS TO BROKER; DISCLOSURES AND CONSENT. 321 10.1. Negotiations and Communication. Seller agrees to conduct all negotiations for the Sale of the 322 Property only through Broker, and to refer to Broker all communications received in any form from real estate 323 324 brokers, prospective buyers, tenants or any other source during the Listing Period of this Seller Listing 325 Contract. 326 10.2. Advertising. Seller agrees that any advertising of the Property by Seller(e.g., Internet, print and 328 328 signage) must first be approved by Broker. 329 10.3. No Existing Listing Agreement. Seller represents that Seller 0 Is '=. Is Not currently a party 330 to any listing agreement with any other broker to sell the Property. 331 10.4. Ownership of Materials and Consent. Seller represents that all materials (including all 332 333 photographs, renderings, images or other creative items)supplied to Broker by or on behalf of Seller are 334 owned by Seller, except as Seller has disclosed in writing to Broker. Seller is authorized to and grants to 335 Broker, Brokerage Firm and any MLS (that Broker submits the Property to) a nonexclusive irrevocable, 336 337 royalty-free license to use such material for marketing of the Property, reporting as required and the publishing, 338 display and reproduction of such material, compilation and data. This license survives the termination of this 339 Seller Listing Contract. 340 10.5. Colorado Foreclosure Protection Act. The Colorado Foreclosure Protection Act(Act)generally 341 342 applies if(1)the Property is residential (2) Seller resides in the Property as Seller's principal residence (3) 343 Buyer's purpose in purchase of the Property is not to use the Property as Buyer's personal residence and (4) 344 the Property is in foreclosure or Buyer has notice that any loan secured by the Property is at least thirty days 345 346 delinquent or in default. If all requirements 1, 2, 3 and 4 are met and the Act otherwise applies, then a contract, 347 between Buyer and Seller for the sale of the Property, that complies with the provisions of the Act is required. If 348 the transaction is a Short Sale transaction and a Short Sale Addendum is part of the Contract between Seller 349 350 and Buyer, the Act does not apply. It is recommended that Seller consult with an attorney. LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 5 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 351 352 11. PRICE AND TERMS. The following Price and Terms are acceptable to Seller: 353 354 11.1 Price. U.S. $ 2,999,999 355 356 11.2. Terms. '=! Cash Conventional ❑ FHA ❑ VA ❑ Other: n/a 357 11.3. Loan Discount Points. n/a 358 11.4. Buyer's Closing Costs(FHA/VA). Seller must pay closing costs and fees, not to exceed $ n/a, 359 that Buyer is not allowed by law to pay, for tax service and n/a. 360 361 11.5. Earnest Money. Minimum amount of earnest money deposit U.S. $ 35,000 in the form of Check 362 or Wire 363 364 11.6. Seller Proceeds. Seller will receive net proceeds of closing as indicated: 365 !'-' Cashiers Check at Sellers expense; '=' Funds Electronically Transferred (Wire Transfer)to 36366 7 an account specified by Seller, at Sellers expense; or `=' Closing Company,s Trust Account Check 368 11.7. Advisory: Tax Withholding. The Internal Revenue Service and the Colorado Department of 369 Revenue may require closing company to withhold a substantial portion of the proceeds of this Sale when 37o Seller either(1) is a foreign person or(2)will not be a Colorado resident after closing. Seller should inquire of 371 372 Seller's tax advisor to determine if withholding applies or if an exemption exists. 373 374 12. DEPOSITS. Brokerage Firm is authorized to accept earnest money deposits received by Broker 375 pursuant to a proposed Sale contract. Brokerage Firm is authorized to deliver the earnest money deposit to the 376 377 closing agent, if any, at or before the closing of the Sale contract. 378 379 13. INCLUSIONS AND EXCLUSIONS. 380 381 13.1. Inclusions.The Purchase Price includes the following items (Inclusions): 382 13.1.1. Fixtures. The following items are included if attached to the Property on the date of this 383 Seller Listing Contract, unless excluded under Exclusions (§ 13.2): lighting, heating, plumbing, ventilating, and 384 385 air conditioning fixtures, TV antennas, inside telephone, network and coaxial (cable)wiring and connecting 386 blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems 387 and controls, built-in vacuum systems(including accessories), garage door openers including n/a remote 388 389 controls. 390 Other Fixtures: n/a 391 If any fixtures are attached to the Property after the date of this Seller Listing Contract, such additional fixtures 392 393 are also included in the Purchase Price. 394 13.1.2. Personal Property. The following items are included if on the Property, whether attached 395 or not, on the date of this Seller Listing Contract, unless excluded under Exclusions (§ 13.2): storm windows, 396 storm doors, window and porch shades, awnings, blinds, screens, window coverings, curtain rods, drapery 397 398 rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, and all keys. If 399 checked, the following are included: 0 Water Softeners 0 Smoke/Fire Detectors 0 Carbon Monoxide 400 Alarms 0 Security Systems 0 Satellite Systems (including satellite dishes); and 401 402 n/a 403 The Personal Property to be conveyed at closing must be conveyed by Seller free and clear of all taxes 404 (except personal property taxes for the year of closing), liens and encumbrances, except n/a. 405 406 Conveyance will be by bill of sale or other applicable legal instrument. 407 13.1.3. Trade Fixtures.The following trade fixtures are included: n/a 408 The Trade Fixtures to be conveyed at closing must be conveyed by Seller, free and clear of all taxes 409 410 (except personal property taxes for the year of closing), liens and encumbrances, except n/a. Conveyance will 411 be by bill of sale or other applicable legal instrument. 412 13.1.4. Parking and Storage Facilities. 0 Use Only 0 Ownership of the following parking facilities: 413 414 n/a; 415 and 0 Use Only 0 Ownership of the following storage facilities: 41 417 n/a. 418 13.1.5. Water Rights. The following legally described water rights: n/a. 419 Any water rights must be conveyed by n/a deed or other applicable legal 420 LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 6 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 421 instrument. The Well Permit#is n/a. 423 42313.1.6. GrowingCrops.The following growing cro s:n/a. 424 13.2. Exclusions. The following are excluded (Exclusions): 425 n/a 426 — 427 428 14. TITLE AND ENCUMBRANCES. Seller represents to Broker that title to the Property is solely in Seller's 429 name. Seller must deliver to Broker true copies of all relevant title materials, leases, improvement location 431 431 certificates and surveys in Seller's possession and must disclose to Broker all easements, liens and other 432 encumbrances, if any, on the Property, of which Seller has knowledge. Seller authorizes the holder of any 433 obligation secured by an encumbrance on the Property to disclose to Broker the amount owing on said 434 encumbrance and the terms thereof. In case of Sale, Seller agrees to convey, by a Special Warranty deed, 435 436 only that title Seller has in the Property. Property must be conveyed free and clear of all taxes, except the 437 general taxes for the year of closing. 438 All monetary encumbrances (such as mortgages, deeds of trust, liens, financing statements) must be 439 440 paid by Seller and released except as Seller and buyer may otherwise agree. Existing monetary encumbrances 441 are as follows: n/a. 442 The Property is subject to the following leases and tenancies: The Property is subject to existing 443 444 leases. 445 If the Property has been or will be subject to any governmental liens for special improvements installed 446 447 at the time of signing a Sale contract, Seller is responsible for payment of same, unless otherwise agreed. 448 449 15. EVIDENCE OF TITLE. Seller agrees to furnish buyer, at Seller's expense, unless the parties agree in 450 writing to a different arrangement, a current commitment and an owner's title insurance policy in an amount 451 452 equal to the Purchase Price as specified in the Sale contract, or if this box is checked, El An Abstract of Title 453 certified to a current date. 454 455 456 16. ASSOCIATION ASSESSMENTS. Seller represents that the amount of the regular owners' association 457 assessment is currently payable at approximately$n/a per n/a and that there are no unpaid regular or special 458 assessments against the Property except the current regular assessments and except n/a. Seller agrees to 459 460 promptly request the owners' association to deliver to buyer before date of closing a current statement of 461 assessments against the Property. 462 463 464 17. POSSESSION. Possession of the Property will be delivered to buyer as follows: n/a, subject to leases 465 and tenancies as described in § 14. 466 467 468 18. MATERIAL DEFECTS, DISCLOSURES AND INSPECTION. 469 18.1. Broker's Obligations. Colorado law requires a broker to disclose to any prospective buyer all 470 adverse material facts actually known by such broker including but not limited to adverse material facts 471 472 pertaining to the title to the Property and the physical condition of the Property, any material defects in the 473 Property, and any environmental hazards affecting the Property which are required by law to be disclosed. 474 These types of disclosures may include such matters as structural defects, soil conditions, violations of health, 475 zoning or building laws, and nonconforming uses and zoning variances. Seller agrees that any buyer may have 476 477 the Property and Inclusions inspected and authorizes Broker to disclose any facts actually known by Broker 478 about the Property. 479 18.2. Seller's Obligations. 480 481 18.2.1. Seller's Property Disclosure Form. Disclosure of known material latent(not obvious) 482 defects is required by law. Seller ❑Agrees `=i. Does Not Agree to provide a Seller's Property Disclosure 483 form completed to Seller's current, actual knowledge. 485 18.2.2. Lead-Based Paint. Unless exempt, if the improvements on the Property include one or 485 P , P P Y 486 more residential dwellings for which a building permit was issued prior to January 1, 1978, a completed 487 Lead-Based Paint Disclosure (Sales)form must be signed by Seller and the real estate licensees, and given to 488 any potential buyer in a timely manner. 489 490 18.2.3. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 7 of 10 Sellers)Initials: CTMeContracts.com-02014 CTM Software Corp. 491 heater or appliance, a fireplace, or an attached garage and one or more rooms lawfully used for sleeping 492 purposes (Bedroom), Seller understands that Colorado law requires that Seller assure the Property has an 493 494 operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location 495 as required by the applicable building code, prior to offering the Property for sale or lease. 496 18.2.4. Condition of Property. The Property will be conveyed in the condition existing as of the 497 498 date of the sales contract or lease, ordinary wear and tear excepted, unless Seller, at Seller's sole option, 499 agrees in writing to any repairs or other work to be performed by Seller. 500 501 19. RIGHT OF PARTIES TO CANCEL. 502 503 19.1. Right of Seller to Cancel. In the event Broker defaults under this Seller Listing Contract, Seller 504 has the right to cancel this Seller Listing Contract, including all rights of Brokerage Firm to any compensation if 505 the Seller Agency box is checked. Examples of a Broker default include, but are not limited to (1)abandonment 506 507 of Seller, (2)failure to fulfill all material obligations of Broker and (3)failure to fulfill all material Uniform Duties 508 (§ 5)or, if the Seller Agency box at the top of page 1 is checked, the failure to fulfill all material Additional 509 Duties Of Seller's Agent(§ 6). Any rights of Seller that accrued prior to cancellation will survive such 510 511 cancellation. 512 19.2. Right of Broker to Cancel. Brokerage Firm may cancel this Seller Listing Contract upon written 513 notice to Seller that title is not satisfactory to Brokerage Firm. Although Broker has no obligation to investigate 514 or inspect the Property, and no duty to verify statements made, Brokerage Firm has the right to cancel this 515 516 Seller Listing Contract if any of the following are unsatisfactory (1)the physical condition of the Property or 517 Inclusions, (2)any proposed or existing transportation project, road, street or highway, (3)any other activity, 518 odor or noise (whether on or off the Property)and its effect or expected effect on the Property or its occupants, 519 520 or(4)any facts or suspicions regarding circumstances that could psychologically impact or stigmatize the 521 Property. Additionally, Brokerage Firm has the right to cancel this Seller Listing Contract if Seller or occupant of 522 the Property fails to reasonably cooperate with Broker or Seller defaults under this Seller Listing Contract. Any 524 rights of Brokerage Firm that accrued prior to cancellation will survive such cancellation. 524 g g 525 526 20. FORFEITURE OF PAYMENTS. In the event of a forfeiture of payments made by a buyer, the sums 527 received will be divided between Brokerage Firm and Seller, one-half thereof to Brokerage Firm but not to 528 529 exceed the Brokerage Firm compensation agreed upon herein, and the balance to Seller. Any forfeiture of 530 payment under this section will not reduce any Brokerage Firm compensation owed, earned and payable under 531 § 7. 532 533 534 21. COST OF SERVICES AND REIMBURSEMENT. Unless otherwise agreed upon in writing, Brokerage 535Firm must bear all expenses incurred by Brokerage Firm, if any, to market the Property and to compensate 536 cooperating brokerage firms, if any. Neither Broker nor Brokerage Firm will obtain or order anyother products 537 P 9 9 9 538 or services unless Seller agrees in writing to pay for them promptly when due (examples: surveys, radon tests, 539 soil tests, title reports, engineering studies, property inspections). Unless otherwise agreed, neither Broker nor 540 Brokerage Firm is obligated to advance funds for Seller. Seller must reimburse Brokerage Firm for payments 541 542 made by Brokerage Firm for such products or services authorized by Seller. 543 544 22. DISCLOSURE OF SETTLEMENT COSTS. Seller acknowledges that costs, quality, and extent of 545 546 service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title 547 companies). 548 549 550 23. MAINTENANCE OF THE PROPERTY. Neither Broker nor Brokerage Firm is responsible for 551 maintenance of the Property nor are they liable for damage of any kind occurring to the Property, unless such 552 damage is caused by their negligence or intentional misconduct. 553 554 555 24. NONDISCRIMINATION. The parties agree not to discriminate unlawfully against any prospective buyer 556 because of the race, creed, color, sex, sexual orientation, marital status, familial status, physical or mental 557 disability, handicap, religion, national origin or ancestry of such person. 558 559 560 LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 8 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 561 25. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Seller 562 acknowledges that Broker has advised that this document has important legal consequences and has 563 564 recommended consultation with legal and tax or other counsel before signing this Seller Listing Contract. 565 566 26. MEDIATION. If a dispute arises relating to this Seller Listing Contract, prior to or after closing, and is not 568 resolved, theparties must first proceed ingood faith to submit the matter to mediation. Mediation is a process 568 569 in which the parties meet with an impartial person who helps to resolve the dispute informally and 570 confidentially. Mediators cannot impose binding decisions. The parties to the dispute must agree, in writing, 571 before anysettlement is binding. Theparties will jointlyappoint an acceptable mediator and will share equally 572 pP p q Y 573 in the cost of such mediation. The mediation, unless otherwise agreed, will terminate in the event the entire 574 dispute is not resolved within 30 calendar days of the date written notice requesting mediation is delivered by 575 one party to the other at the other party's last known address. 576 577 578 27. ATTORNEY FEES. In the event of any arbitration or litigation relating to this Seller Listing Contract, the 579 arbitrator or court must award to the prevailing party all reasonable costs and expenses, including attorney and 58 5811 g le al fees. 582 583 28. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the 584 Colorado Real Estate Commission.) 585 586 1) NavPoint Real Estate Group will charge a fee of 4% of the total sale price with a cooperative 587 broker involved and 3% on the total sale price absent a cooperative broker. 588 589 590 2) See attached "State Imposed Mandates and PERA Liability" 591 592 593 3) Property to be sold using attached "Agreement to Sell and Purchase"and attached "Special 594 Warranty Deed"subject to attached "Permitted Exceptions" 595 596 597 29. ATTACHMENTS.The following are a part of this Seller Listing Contract: 598 n/a 599 600 601 30. NO OTHER PARTY OR INTENDED BENEFICIARIES.Nothing in this Seller Listing Contract is deemed 602 to inure to the benefit of any person other than Seller, Broker and Brokerage Firm. 603 604 605 31. NOTICE, DELIVERY AND CHOICE OF LAW. 606 31.1. Physical Delivery. All notices must be in writing, except as provided in§ 31.2. Any document, 607 including a signed document or notice, delivered to the other party to this Seller Listing Contract, is effective 608 609 upon physical receipt. Delivery to Seller is effective when physically received by Seller, any signator on behalf 610 of Seller, any named individual of Seller or representative of Seller. 611 31.2. Electronic Delivery.As an alternative to physical delivery, any document, including a signed 612 document or written notice, ma be delivered in electronic form only by the following indicated methods: '11' Facsimile '=' E-mail FM Internet. If no box is checked, this § 31.2 is not applicable and § 31.1 governs notice and delivery. Documents with original signatures will be provided upon request of any party. 31.3. Choice of Law. This Seller Listing Contract and all disputes arising hereunder are governed by and construed in accordance with 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. 32. MODIFICATION OF THIS LISTING CONTRACT. No subsequent modification of any of the terms of this Seller Listing Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. 33. COUNTERPARTS. This Seller Listing Contract may be executed by each of the parties, 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. LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 9 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp. 34. 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. 35. 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 execute this Seller Listing Contract on behalf of Brokerage Firm. Date: 2- S -�r:' Seller: City of Pueblo By: Stephen G Nawrocki, City Council President Address: PO Box 1427 Pueblo CO 81003 Phone: Fax: Electronic Address: Date: 7/19/2016 Broker: Heather Taylor Brokerage Firms Name: NavPoint Real Estate Group Address: 3740 Dacoro Lane, Suite 200 Castle Rock, CO 80109 Ph: 720-420-7530 Fax: 720.240.0762 Electronic Address: heathertaylor@navpointre.com 1/Vatr-/i Date: Broker: Matt Kulbe Brokerage Firms Name: NavPoint Real Estate Group Address: 3740 Dacoro Lane, Suite 200 Castle Rock CO 80109 Ph: 720-420-7530 Fax: 720-240-0762 Email: mattkulbe@navpointre.com • LC50-8-13 EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT CTM eContracts - ®2016 CTM Software Corp. LC50-8-13. EXCLUSIVE RIGHT-TO-SELL LISTING CONTRACT Page 10 of 10 Seller(s)Initials: CTMeContracts.com-©2014 CTM Software Corp.