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Cedar Creek Realty LLC

3096 I-70 Business Loop, Suite #E Grand Junction, CO 81504 Phone (970) 523-6400 Fax (970) 523-6402


THIS AGREEMENT is made this _____ day of ___________, 20__ by and between the __________________________________________________________ Homeowners Association, (hereinafter referred to as HOA) and Cedar Creek Realty LLC(hereinafter referred to as Manager). WITNESSETH The term of this Agreement shall commence on the _____ day of __________________, 20___, and continue through the _____ day of ___________________, 20___. After this initial term, this Agreement will be automatically renewed monthly. Either party may terminate this Agreement at any time by providing thirty days written notice. WHEREAS, HOA desires to obtain services of Manager exclusively in connection with the management of the HOA and that the Manager has expertise in the management and operations of such properties and desire to render such services. NOW THEREFOR, in consideration of the mutual covenants herein contained, said parties agree as follows: DUTIES OF MANAGER Manager shall serve as HOAs Agent in the fiscal, physical, and administrative management of the HOA. Manager agrees to perform, and HOA expressly authorizes and empowers Manager to perform, the following duties: Personnel: Manager is authorized to employ and contract with companies and personnel necessary to complete its on-site responsibilities and to pay said companies out of the HOAs operating account. For all on-site personnel, Manager agrees to employ, pay, supervise and discharge all employees and personnel necessary for the operation of the HOA as authorized under the duties of the Manager. Administrative: Manager agrees to attend all Board of Directors meetings and annual meetings of the HOA. Manager agrees to prepare and send all correspondence, such as meeting notices, meeting minutes, announcements, etc. Manager will handle all homeowner questions and concerns in a timely fashion. Books, Records, Financial: Manager agrees to maintain complete books and records in connection with its management and operation of the HOA. Such books and records shall be kept in a manner sufficient to respond to HOAs financial information requirements. Manager will make the books of account and all other records relating to or reflecting the operation of the HOA available to HOA and its representatives at Managers principal office at all reasonable times for examinations, audit inspection, and transcription. Upon acceptance of this Agreement, Manager agrees to render to HOA on or before the 10th day of each calendar month a detailed financial report showing the results of the operation of the HOA for the previous calendar month and year to date. Accounts Receivable, Collections: Manager shall collect all fixed HOA dues and other sums due from homeowners, whether payable as dues or otherwise, including but no limited to, HOA dues, late fees, violation fees, etc. In the case of severely delinquent accounts, Manager may initiate legal action by placing a lien on the owing property, or collection action through a collection agency. Manager may not initiate any legal proceeding or collection action on behalf of HOA without the HOAs prior approval. Manager shall supervise any necessary

legal proceedings or collection action in the name of the HOA which are directed to the collection of past due sums or the general enforcement of HOAs rights. HOA agrees to reimburse Manager for any legal or collection fees incurred in connection with any such matters upon presentation of the invoices, and to indemnify Manager against any legal or collection action taken against Manager while acting for and in behalf of HOA within the scope of the contract authority. Website: Manager agrees to provide and maintain dedicated space on the Cedar Creek Realty website, specific to the HOA. This dedicated space will include, without limitation, a photographic image of the HOA, the HOAs governing documents, minutes from all meetings of the HOA Board of Directors, minutes from all Annual Meetings of the HOA, any necessary announcements or bulletins, current financial documents, and the annual budget, all in downloadable form. Maintenance, Repairs, Replacement, Emergency: Manager agrees to keep the property in good order and repair and in a first-class condition, subject to budget restraints, and to make all repairs within the obligations of the HOA. Manager shall be authorized to enter into service and labor contracts on behalf of the HOA which are required in the ordinary course of business of operating the HOA in a first-class manner, subject to budget restraints, including, without limitation, contracts for electricity, gas, telephone, cleaning, security, landscape care, vermin extermination and other services which Manager deems necessary; provided however, that no such service contract shall exceed a term of one year without the prior written approval of the HOA, and provided further that, except for emergencies, the cost of all such services shall not exceed $250.00 per occurrence or $750.00 in the aggregate without the prior written approval of the HOA. Maintenance services shall be engaged by Manager at Managers discretion at prevailing rates in the community with due regard for the competency of those engaged. HOA agrees that all expense will be paid out of the HOAs operating account, or the HOA agrees to reimburse Manager for any such approved expenses upon receipt of a monthly statement as hereinafter provided. Except for emergencies, all major repairs, maintenance, replacement, painting, substitutions, improvements and additions to the property in excess of $250.00 shall be undertaken or made by Manager only after securing HOAs approval, which approval may be conditioned upon submission to a competitive bidding process. An emergency shall be deemed to exist if, exigent circumstances or governmental order necessitates proceeding immediately before the HOAs approval can reasonably be obtained and in the opinion of the Manager, repairs are immediately necessary (i) to comply with applicable law, order or regulation where such compliance is necessary to keep the property operational, or (ii) to avoid the suspension of any necessary service to the property, or (iii) preservation of the integrity and well being of the property. Manager shall promptly report any emergency to HOA. Inspections by Manager: Manager agrees to fully inspect the property and to submit a written report to the HOA after the commencement of the basic term of this Agreement, and monthly thereafter, describing the existing condition of the property and recommending any repairs, reconditioning, painting, or other improvements reasonably necessary or desirable for the HOA operation and maintenance. Governmental Requirements: Manager shall use reasonable effort to comply, when in its discretion such compliance is in the best interest of the HOA, with all building codes, zoning and licensing requirements and other legislative requirements of the duly constituted federal, state or local government authorities, including, without limitation, regulations pertaining to health and safety, working conditions, energy usage, and governing documents. Signage: Subject to approval of HOA, Manager agrees to promulgate and maintain from time to time a policy with respect to the installation and maintenance of signs on the property. Manager shall be allowed to place a sign on the property displaying Managers name and contact information. Reporting: Manager shall promptly report any condition of the property that should reasonably be brought to the attention of the HOA. Hours: At all times during regular business hours, (9:00am-5:00pm M-F) Manager agrees to be available to, or to cause a representative to be available to, homeowners in the HOA. Manager shall also have a representative available after hours and for emergency situations. DUTIES OF HOA

HOA agrees to promptly furnish Manager with all documents and records to properly manage the HOA, including without limitation, Declaration of Covenants, Conditions & Restrictions, Bylaws, Rules & Regulations, existing vendor contracts, reports on the status of dues payments, and copies of all insurance policies and any required endorsements which are carried by HOA during the time of this Agreement. EXPENSES BORNE BY HOA All expenses incurred by Manager in the management of the HOA shall be paid by HOA, or shall otherwise be reimbursed to Manager by HOA through collected dues, except any salaries, related costs and office expenses of Manager or its employees. HOA shall be responsible for administrative costs such as postage, copies, checks, etc. COMPLIANCE Manager agrees to make all reasonable efforts to comply with and abide by all laws, rules, regulations, requirements, orders, notices, determinations and ordinances of any federal, state, or municipal authority, and requirements of any insurance companies covering any of the risks against which the HOA is insured. If the cost of such compliance exceeds two hundred dollars ($200.00) in any instance, Manager agrees to notify HOA promptly and to obtain HOAs prior written approval. Neither HOA, Manager, nor anyone authorized to act for either shall in the provision of services or in any other manner discriminate against any person on the grounds of race, color, creed, religion, handicap, sex, national origin or family status, and Manager hereby agrees to comply with all laws, regulations and ordinances pertaining thereto. INSURANCE AND INDEMNIFICATION Workers Compensation: Manager agrees to maintain, pay for and keep in force all workers compensation or similar insurance required with respect to its EMPLOYEES who are employed in connection with the performance of its obligations under this Agreement and to comply with any Federal or State withholding tax, Social Security or employment laws existing or enacted in the future for the benefit of, or other laws affecting or respecting the employment of such employees. Casualty and Public Liability Insurance: HOA agrees to provide and maintain, at HOAs cost and expense, insurance sufficient in HOAs judgment to furnish to HOA and Manager reasonable and adequate protection in the management and operation of the HOA. In the event such insurance policies with vandalism, malicious mischief and other appropriate endorsements on the building, equipment and other improvements in the Property. HOA shall be the primary named insured under such policies and Manager and its various affiliates and, at the discretion of the HOA, lender-providing financing for the property and certain tenants shall be named as additional insured under such policies. Owner shall deliver a certificate evidencing such public liability insurance to Manager. Manager agrees to report immediately to the local representative of the liability insurance company that insures HOA, and to HOA, any and all accidents, claims, or damage or destruction relating to the ownership, operation, or maintenance of the property. HOA agrees to notify Manager in writing of any change in insuring agency and the policies shall name the Manager as an additional insured. Manager does not guarantee or warrant that the various homeowners in the property will pay their dues or other assessments or will otherwise perform any other homeowner obligations as dictated by the HOAs governing documents. Manager shall only be obligated to use reasonable efforts to enforce the rights of the HOA under the governing documents, and shall only be obligated to use its best efforts in performing the other duties described in this contract. Manager shall not be liable to HOA for structural defects in the property, nor for any good faith act performed by Manager under this Agreement nor for any negligent act or omission of any employee of HOA or of any independent contractor employed on behalf of the HOA. Manager agrees to indemnify and save HOA, and HOAs officers and employees, harmless from and against all loss, cost liability and expense, including but not limited to, reasonable attorney fees which may be occasioned by the breach by Manager of any of the provisions of the Agreement or by any acts of willful misconduct or negligence on the part of the Manager. Except as provided in the preceding sentence, HOA shall make no claim against Manager on account of any alleged errors of judgment made in good faith in connection with the management of the HOA. HOA agrees to indemnify, defend and hold harmless Manager from any loss or

damage relating to the HOA which results from any acts of willful misconduct, gross negligence on the part of HOA, or from errors resulting from the representations and information supplied to Manager from HOA. MISCELLANEOUS


Entire Agreement: This Agreement is the entire Agreement between the parties with respect to the subject matter hereof, and no alteration, modification, or interpretation hereof shall be binding unless in writing and signed by both parties. Applicable Law: This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. Assignability: This Agreement may not be assigned or transferred by HOA or Manager without first obtaining other parties written consent, which consent may be withheld in the other parties sole discretion. Managers Authority Limited: Managers authority shall be derived wholly from this Agreement, and Manager has no authority to act for or represent HOA except as herein specified. Successors Bound: This Agreement shall be binding and inure to the benefit of Manager and its permitted assigns. Personal Property: Manager shall not be responsible for any items of personal property left on premises by the HOA. Relationship: Nothing contained in this Agreement shall be construed to create a relationship of employer and employee between Manager and HOA, it being the intent of the parties hereto that the relationship created hereby is, in fact and intent, that of an agent and independent contractor. Nothing contained herein shall be deemed to constitute HOA and Manager as partners or joint ventures. Notwithstanding the fact that HOA may exercise general supervision the affairs of the Property review Managers efforts under this Agreement, HOA shall not control or direct the manner, method of specifics detains through which Manager performs its obligations hereunder. Time: Time is of the essence with respect to this Agreement. Cancellation of Contract: In the event of cancellation of this Contract by HOA, (other than Default by Manager), HOA agrees to reimburse Manager for any out of pocket expenses while managing the Property. NOTICES

B. C.

D. E. F. G.

H. I.

Any notice required or permitted to be delivered hereunder shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the following address: Manager: Cedar Creek Realty Property Management Services 235 North 7th Street Grand Junction, CO 81501 HOA: _________________________ _________________________ _________________________ _________________________

COMPENSATION HOA agrees to pay Manager a fee or fees for services rendered as herein set forth. HOA recognizes Cedar Creek Realty as Manager in the negotiations relative to the HOA or any part thereof, which may be initiated

during the term thereof, and if consummated shall compensate Manager in accordance with the rates herein set forth.

MANAGEMENT FEES BASE SERVICES In consideration of management services described in the body of this Agreement, HOA hereby agrees to pay Manager a monthly management fee of $115.00, due on the 15th of each month, and to be collected by Manager from incoming dues payments. IMPROVEMENT SERVICES Manager will obtain, if requested by HOA and at direction of HOA, competitive bids for the HOA and will coordinate, as Construction Manager, property improvements or alterations which are approved by HOA for a fee equal to ten percent (10%) of the total costs of such improvements are stated below, and five percent (5%) of change orders. Improvements shall be defined as any alteration of the existing premises. IN WITNESS WHEREOF, HOA and Manager have executed this Agreement in duplicate originals on this ____ day of _________________, 20__.

_________________________________________ Cedar Creek Realty Property Management Services

____________________________________________ HOA Board of Directors ____________________________________________ HOA Board of Directors