PRIORITY RESERVATION AGREEMENT
ELECTRIC PASS LODGE
This Priority Reservation Agreement (this “Reservation Agreement”) is being submitted by “Depositor”, as identified in the contact information form completed in connection with this Reservation Agreement by Depositor at ElectricPassLodge.com (the “Reservation Website”), to SV Building 11 Development, LLC, a Delaware limited liability company (“Developer”), granting Depositor certain specific rights as described in this Reservation Agreement related to the possible purchase by Depositor of a residential unit or units yet to be constructed within the development known as Electric Pass Lodge, Snowmass Base Village, Colorado as described in the Reservation Website (the “Project”).
DEPOSITOR MAY CANCEL THIS RESERVATION AGREEMENT AT ANY TIME, FOR ANY REASON, PRIOR TO SIGNING A PURCHASE AND SALE AGREEMENT TO BUY A RESIDENCE AND WILL RECEIVE A FULL REFUND OF THEIR RESERVATION DEPOSIT UPON SUCH CANCELLATION.
Subject to availability at the time of Depositor’s Selection Period and the terms and conditions below, Developer is offering to allow Depositor to make a reservation as follows:
1. RESERVATION. Concurrent with Depositor (a) providing Depositor’s full contact information at the Reservation Website, (b) making payment to Developer of the Reservation Deposit ($1,000) on the Reservation Website, and (c) submitting this Reservation Agreement to Developer without modification in accordance with the check-out procedures of the Reservation Website, Developer grants Depositor the opportunity to participate in Developer’s priority reservation procedures as set forth in this Reservation Agreement. Developer shall place the Reservation Deposit in an account designated for reservation deposits and shall hold and administer the Reservation Deposit pursuant to the terms of this Reservation Agreement. Subsequent to such full submission by Depositor, Developer will generate a priority number for this Reservation Agreement, which priority will be determined by the order that Developer receives qualified reservation submittals.
2. SELECTION PERIOD. Based on the priority number assigned to this Reservation Agreement, Developer will notify Depositor of the date and time period during which Depositor may purchase a residence within the Project; provided, however, in the event that Depositor is unable to execute a Purchase Agreement during the initial selection period, Depositor’s priority number will be revised, and a second date and time period will be assigned (as applicable, the “Selection Period”). Prior to the expiration of the Selection Period, Depositor will have the opportunity (a) to select a residence from among the residences remaining available for purchase and to execute and submit a Purchase and Sale Agreement on the form provided by Developer and at a purchase price determined by Developer and set forth therein (the “Purchase Agreement”), and (b) deliver to Developer good funds in the amount of the earnest money deposit called for in the Purchase Agreement. In such event, the Reservation Deposit shall be released from Developer’s reservation deposits account and applied to the earnest money deposit required under the Purchase Agreement in accordance with the terms of the Purchase Agreement. If Depositor fails to execute and deliver the Purchase Agreement within the Selection Period and deliver the earnest money deposit to Developer, with time being of the essence, Depositor shall have forfeited all rights with respect to this Reservation Agreement and the Project. Developer shall return the Reservation Deposit (without interest) to Depositor and, upon return of the Reservation Deposit to Depositor, this Reservation Agreement shall be deemed fully terminated and to be of no further force and effect.
3. TERMINATION. If for any reason whatsoever Depositor should decide that he/she desires the return of the Reservation Deposit prior to the execution of the Purchase Agreement, Depositor may request the return of the Reservation Deposit in writing to Developer, which request shall be by email to info@ElectricPassLodge.com and which email request shall be binding on Depositor as forfeiting Depositor’s rights under this Reservation Agreement. In such event, the Reservation Deposit (without interest) shall be returned to Depositor, and this Reservation Agreement shall thereby be terminated and of no further force and effect. If for any reason whatsoever, prior to the execution of the Purchase Agreement, Developer determines that it intends not to develop the Project, to postpone development of the Project or to end implementation of its current reservations program for all depositors, as Developer may determine in its discretion for any reason or no reason, Developer shall have the right to refund the Reservation Deposit to Depositor (without interest), and this Reservation Agreement shall thereby be terminated and of no further force and effect.
4. PURCHASING MORE THAN ONE RESIDENCE. Each reservation submitted in accordance with Section 1 above allows Depositor to purchase more than one (1) residence during Depositor’s Selection Period. If Depositor elects to purchase more than (1) residence, then Depositor will need to sign a separate Purchase and Sale Agreement for each residence and fund the applicable earnest money deposit under each Purchase and Sale Agreement during the Selection Period. In this event Depositor’s Reservation Deposit will be applied to the earnest money deposit for the first of the residences that Depositor purchases. The earnest money deposit for any subsequent residence or residences that Depositor purchases will be due in full.
5. NO ESTABLISHED DEVELOPMENT PLAN OR PURCHASE PRICES. The Project is currently planned for development but Depositor acknowledges and understands that all plans and depictions of the Project are preliminary and conceptual and that the Project may or may not be developed, may be postponed or may be developed with a different configuration, unit mix and/or other details. Depositor further acknowledges and understands that Developer has not yet established the final purchase prices for residences within the Project. Developer shall have the right, in Developer’s sole and absolute discretion, to establish the purchase prices for the residences, the final design and plans for the Project and the residences, the legal structure of the Project and the terms of purchase, such matters to be set forth in the Purchase Agreement.
6. BROKER. Except as may be otherwise disclosed during Depositor’s reservation submission on the Reservation Website, Depositor represents and warrants that Depositor has not consulted with or been represented by any broker, real estate agent, or consultant in connection with this Reservation Agreement other than representatives of Developer.
7. ASSIGNMENT. This Reservation Agreement may be assigned by Depositor only with written consent of Developer. Depositor shall not advertise, market and/or list this Reservation Agreement or any right or interest arising hereunder (such as, but not limited to the priority number assigned to the Agreement) and any violation of this prohibition may render this Reservation Agreement void at Developer’s option. Developer may assign this Reservation Agreement in its sole and absolute discretion.
8. MISCELLANEOUS. Depositor acknowledges that Depositor is not relying on any representations, statements or depictions of Developer or any agents of Developer (including sales representatives) that is not expressly set forth in this Reservation Agreement or in the Purchase Agreement, if any. Plans, specifications and other materials or disclosures related to the Project which Depositor may have reviewed are subject to modification by Developer at any time without notice to Depositor. Any notice in connection with this Reservation Agreement must be in writing, and will be deemed delivered, whether or not actually received, upon delivery of an email notice to Developer or Depositor, as applicable, at the email address(es) set forth for such party on the Reservation Website. This Reservation Agreement embodies the entire agreement between the parties and cannot be modified or amended except by the written agreement of the parties. This Reservation Agreement shall be governed by the laws of Colorado.
9. NO EQUITABLE RIGHTS; NO RECORDING. ACCEPTANCE OF THE RESERVATION DEPOSIT BY DEVELOPER SHALL NOT CREATE IN DEPOSITOR ANY EQUITABLE RIGHTS IN ANY RESIDENCE, THE PROJECT OR ANY OTHER PROPERTY. DEPOSITOR SHALL NOT RECORD THIS RESERVATION AGREEMENT OR ANY MEMORANDUM OR NOTICE THEREOF IN THE PUBLIC RECORDS. IF DEPOSITOR VIOLATES THIS PROVISION, THIS RESERVATION AGREEMENT MAY IMMEDIATELY BE TERMINATED BY DEVELOPER, IN WHICH EVENT ALL RIGHTS OF DEPOSITOR HEREUNDER SHALL AUTOMATICALLY CEASE AND BE RENDERED WHOLLY NULL AND VOID. IN THE EVENT OF SUCH TERMINATION BY DEVELOPER, DEVELOPER SHALL HAVE THE RIGHT, IN ADDITION TO OTHER REMEDIES AVAILABLE TO DEVELOPER, TO CONTINUE TO HOLD THE RESERVATION DEPOSIT UNTIL ANY SUCH RECORDING IS RELEASED FROM THE PUBLIC RECORDS, AFTER WHICH DEVELOPER SHALL REFUND THE RESERVATION DEPOSIT (WITHOUT INTEREST) TO DEPOSITOR.
10. DEPOSITOR REPRESENTATIONS. Depositor represents that Depositor has read this Reservation Agreement in its entirety. Depositor further acknowledges that this Reservation Agreement is not a purchase contract and does not establish a legal right or claim to any residence or purchase price until the mutual execution, if ever, of a binding Purchase Agreement by the parties in manner provided in this Reservation Agreement.