VENDOR AGREEMENT

IPM Residential, LLC

Disclaimer of Liability
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In consideration of the acceptance of your bid and/or proposal for furnishing supplies, goods, and/or services to properties managed by
IPM Residential LLC, hereinafter referred to as IPM Vendor agrees as set forth herein. This is not an exclusive right to furnish
supplies, goods, and/or services to our properties. IPM reserves the right to cancel Vendors services at any time with no notice. As
part of the business arrangement between IPM and Vendor, Vendor understands and agrees that IPM is managing various apartment
communities as an agent of the owner. The names of any and all owners are available to Vendor upon request at the office of IPM in
the event of non-payment by a community or property. In such agent capacity, Vendor acknowledges that IPM, its officers, agents
and employees have no responsibility whatsoever for payment of the supplies, goods, and/or services which you provide and Vendor
agrees that in the event you institute a lawsuit for any reason that IPM, its officers, partners, directors, employees, servants, agents,
representatives and affiliates not be named as a defendant. In addition, Vendor agrees that there will be no reporting to Dun &
Bradstreet or any other credit agency any information, including but not limited to payment history, concerning IPM unless Vendor is
selling products or services to IPMs corporate office for IPMs consumption or use. The responsibility for payment rests with the
owner of each of the various apartment communities or commercial properties. By signing your name below, Vendor also agrees to
bill each apartment community separately.
Vendor agrees that all services, materials and employees used by the undersigned will comply with all applicable federal, state and
local laws and regulations, including by way of illustration and not limitation, the American with Disabilities Act (ADA). The
undersigned will also indemnify, defend and hold harmless (including the payment of attorneys fees and costs) IPM, Property Owner,
Owners Representative and their respective officers, partners, directors, employees, servants, agents, representatives, affiliates and the
community should any action be initiated by any governmental or other regulatory agency or any other party for any alleged violation
of such laws or regulations.Vendoragreestoindemnify,defendandholdharmlessIPMandPropertyOwnerfromandagainstanyand
allclaims,allegations,lawsuits,orothercausesofactionarisingoutofsuchpartysworkdoneatanyIPMmanagedpropertyon
behalfofOwnerandManagerdueto,orallegedtobedueto,suchVendorand/orVendorssubcontractorsnegligentacts,errorsor
omissions.
A. Vendor and each of its Subcontractors shall, at their expense and at all times during the performance of services under this
Agreement, maintain comprehensive general liability insurance. Vendor shall obtain, and shall require its subcontractors to obtain,
insurance to satisfy the requirements hereunder. The policies shall be with companies authorized to do business in Colorado and rate
A or above by A.M. Best Company or equivalent.
The comprehensive general liability insurance policy shall:
be occurrence typewith Broad Form CGL endorsement; have limits of not less than One Million Dollar ($1,000,000.00) CSL for any
one incident; and be primary and non-contributory with respect to vendors general liability, notwithstanding any other insurance
covering IPM Residential LLC, any and all affiliated individuals. Said policy shall respond to any allegation, claim, loss, damage,
demand or judgment, or other causes of action arising out of work done at the Property by the contractor or subcontractors on behalf
of Owner and IPM.
Business Automobile Liability insurance to cover any automobile, truck or other vehicle used in the performance of the contract in an
amount not less than the combined single limit of $1,000,000.00 CSL for bodily injury and property damage per occurrence. This
coverage shall be primary and will respond to any allegation, claim, loss, damage, demand or judgment, or other cause of action
arising out of ownership, maintenance or use of an owned, hired, or non-owned vehicle by the Vendor, its subcontractor, employees or
agents.
Workers Compensation/Employer's Liability Insurance with limits no less than $500,000 Bodily Injury by accident (each accident)
$500,000 Bodily Injury by disease (each employee) $500,000 Bodily Injury by disease (policy limit) A Waiver of Subrogation shall be
granted in favor of IPM Residential LLC, the Property Owner, Owners Representative and their respective officers, partners,
directors, employees, servants, agents, representatives, affiliates and the community.

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B.
Certificate of Insurance and Additional Insured Endorsement
Upon execution of this Agreement, Vendor shall submit to IPM Residential LLC a certificate(s) of insurance with respect to such
policy or policies. Such certificate(s) shall contain the notification provision set forth in paragraph A above. With the exception of
workers compensation, all policies above shall add an additional insured endorsement for the policies required above, naming IPM
Residential LLC, its agents, employees, directors, officers, Property Owner and mortgagee. If the endorsement is not available at the
Agreement execution date, Vendor shall submit to IPM a notation of the endorsement in the Description are of the certificate of
insurance, and request the endorsement from the insurance carrier. The endorsement shall be submitted no later than thirty (30) days
after the execution date of this Agreement.
C.
Notice of Cancellation
The insurance policy or policies provided hereunder shall provide as follows:
The Company agrees that thirty (30) days prior to cancellation or reduction of the insurance afforded by this policy, with respect to the
Agreement involved, written notice will be sent by certified mail to the President of IPM Residential LLC and to Property Owner. A
notice shall also be sent in the event of a Non-Renewal of coverage.
In addition to the notification required of Vendor's insurance company, Vendor shall notify IPM Residential LLC, in writing, by
certified mail to the President of IPM Residential LLC, immediately upon learning of cancellation or reduction of the insurance
afforded by its policy.
D. Copy of Insurance Policy
In the event that IPM Residential LLC requests a copy of the insurance policy, IPM agrees to enter into an appropriate confidentiality
agreement with Vendor. Additionally, the President of IPM Residential LLC shall make sure request is only if seeking protection under
the insurance policy as an additional insured.
E.
Policy
Should the coverage or carrier on any policy become unsatisfactory to the IPM Residential LLC due to a radical change in
circumstances such as being downgraded by A.M. Best, or an erosion of limits, Vendor shall provide a new policy meeting the
requirements listed above, so long as such requirements are reasonable under the circumstances. Any such demand by IPM
Residential LLC shall be accompanied by detailed information proving the change in circumstances that require a change in the
policy, and Vendor shall have thirty days to review and dispute such demand.

Nothing contained herein shall alter the relationship of the undersigned to IPM, nor have the effect of creating an employer-employee
relationship between IPM and any such Vendor or employee of Vendor. The undersigned also shall be responsible for the
employment, control and conduct of its employees and the compensable injury of such employees in the course of their employment
or otherwise.
Furthermore, and in view of the foregoing, Vendor agrees to look to the credit worthiness of each individual apartment community.
More specifically, this means that if one or more communities become delinquent in their payments to Vendor, Vendor agrees not to
stop selling supplies, goods, and/or service to the other apartment communities managed by IPM which are not more than sixty days
past due.
1.) The Vendor or Contractor agrees to complete the work described in Exhibit A in accordance with Plans and Specifications
identified as follows: Scope of Work ____________________, and in accordance with all applicable regulatory agencies
having jurisdiction over the work.
2.) The Vendor or Contractor agrees to complete the work within three (3) business days or such amended completion date
approved by IPM.
3.) IPM as AGENT for Vance Street Flats agrees to pay the Vendor or Contractor for the performance of the work provided in
Exhibit A the sum of___________ as outlined in Exhibit A - Terms.

VENDOR AGREEMENT
IPM Residential, LLC
Disclaimer of Liability
(Revised 7-25-05)

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If not withstanding the provisions of this Vendor Agreement, Vendor sues IPM for goods or services furnished to properties managed
by IPM, Vendor agrees to pay all attorneys fees incurred by IPM enforcing this Vendor Agreement.
If the foregoing meets with your agreement and approval, please kindly so indicate by signing in the space provided below.
Read and Agreed:Dated this____________day of ______________________, 20_______.
Vendor Representative ____________________________________________________________________________
Authorized Signature _____________________________________________________________________________
Signature
Title
IPM Representative ______________________________________________________________________________
Signature
Title