The February Central Auto Racing Boosters February meeting has come and gone. The meeting displayed a fracture in the organization, a fracture that needs to heal immediately or the organization and the Hall of Fame will soon be a memory. It was obvious to everyone there is a fracture, current C.A.R.B. President Jamie Powell opened the meeting with a speech, a speech which fell on deaf ears a speech which began with Ralph Lee. For those who remember Ralph, a Baptist preacher, who visited our local tracks and reminded everyone with his favorite phrase, Jesus Loves You. Ralph then started Discovery Church but reminded everyone to love Jesus and serve Jesus not the messenger Ralph Lee. Jamie challenged everyone to love the club, but the air was thick with mis-truths and mistrust.
It was most obvious there is a fracture in the club when the regular C.A.R.B. held their meeting and their own family matters. The Hall of Fame later ran their meeting and had their own family matters with different people sick and injured. What has happened to the racing community that we are not one family?
Didn’t the original C.A.R.B. create the Hall of Fame? Shouldn’t both groups work together? Why did Bobby Layne go to Joan Ellis and say thank you for all your help we could not have done it without you? How did this club get to this point – selfishness, jealousy, secrets, backstabbing, for what?
Well let’s go on a history lesson. Maybe as we review history we will see where this thing got off kilter, maybe not, but this much is apparent mistakes are being made similar to the mistake that led to a crucifixion. As we travel through this history maybe those similarities will stand out.
2003/2004 – The President of C.A.R.B. appointed a committee headed by Steve Mitchell to explore creating the Hall of Fame. One of the first issues was what to call the Hall of Fame, some wanted the Kansas City Racing Hall of Fame, and others spoke up that it had to be the Central Auto Racing Boosters Hall of Fame. These meetings should have been an insight into what C.A.R.B. has become because arguments existed on every level, who could nominate, what were the qualifications, how many do we induct, what was the selection process, why are those people the selection committee, where and when was the induction ceremony, just battle after battle. But on March 6, 2004, with the Racinboys as the emcees the first 15 members of the C.A.R.B. Hall of Fame were inducted and the Hall of Fame had begun.
2005 – The crisis for this induction ceremony was Greg Weld upset that Kenny was not being inducted in this class. Adrienne Malinowski, first event chairwoman, did a great job of getting Greg to understand. Kenny Weld was inducted the next year.
This has been an ongoing battle with this hall of fame – people not being inducted when others thought they should. The original idea for a hall of fame was by President Lee Fagala in 1969. This was discovered when the First 50 Years of the Central Auto Racing Boosters book was written. As listed above it did not become reality until 2004. The reason was obvious too many people pulling too many ways arguing over too many things, just like today and the first eleven years of the Hall of Fame.
2006 – As originally set up this was the year eight inductees were selected. This was the year Christina Smith became the Chairwoman of the Hall of Fame Ceremony. Christina did a wonderful job of being the Chairwoman, interviewing the inductees, setting up the selection committee, and putting together the program.
2007 – The last year we utilized Finnigan’s Hall for the ceremony.
2008 – The Hall of Fame Celebration moved to the Marriott Hotel at the KCI Airport. This was the last year of the pot luck event which was a carryover from the annual potluck. Scott Traylor one of the original selection committee members resigns. This was the last year the Racinboys were the emcees of the event.
2009 – This was our last event at the Marriott Hotel and our first buffet meal. Bob Baker became the emcee of the event.
2010 – This was the year of change. Karen Darling became a part of the selection committee which was made up of original members Diana Green and Jim Penney, along with Bud Hunnicutt, and Christina Smith. A tie for the last inductee ensued and no one was willing to budge. Karen had nominated Bill Utz and was upset when the determination was made to go with another inductee.
The event moves to the Gladstone Community Center. Many wondered why the event would move to a community center but once there they discovered a perfect location for this event. The Christy family came on board as the caterer for the event and produced a wonderful meal. Bob baker was again the emcee.
This was also the year Mike Johnson presented to the Board of Directors the idea to raffle a 1970 El Camino. This raffle netted the club $4,000 and was the beginning of the building fund. This was also the beginning of a split. Call this the year of jealousy. Rumors abounded the car was not worth what was given, these rumors started by people who were not doing the work of hauling the car and selling the raffle tickets. The winning ticket was drawn at the annual awards banquet and Teri Wells was the luck recipient.
2011 – The rift becomes deeper this year. The Christy family builds a factory stock car to raffle. The club works together to hold their first auction, with all proceeds going towards the Hall of Fame building. Karen Darling takes over for Christina Smith as the Hall of Fame Chairwoman and introduces a new selection process whereby nine people are selected to review all the books for each nominee. Lakeside Speedway floods which creates all kinds of issues. The raffle for the Factory Stock is affected by the lack of Lakeside Speedway being open. The new issue becomes where to hold the auction. After much discussion, email battles, etc, the event was held at Green Rolling Farms bringing in $8,000 towards the Hall of Fame building fund.
On October 22, 2011 Karen Darling announces to everyone she is running for president of the Central Auto Racing Boosters. At the November Board meeting the split is official as Karen is not eligible to run for office until she has served a year as an officer. After much discussion Mike Johnson will run for president, Karen for vice president, and Karen announces to everyone at the board meeting the Lakeside clique is dead. Subsequently at the election, Karen Darling stands up before the general membership and requests a fourth person be added to count the ballots as they could not trust Terry Wantland, Diana Green, and Debbie Bergman (three individuals not running for any office).
The factory stock was given away at the last KCI Expo banquet – the lucky winner Cory Wray.
The beginning of the end – December 27, 2011 a meeting had been set with Copilevitz and Canter, the leading nonprofit attorney in Kansas City. Because this meeting was set by the current president and included all the new officers about to take office the room tension could be cut with a knife. The attorney unaware of the tension was happy to explain what it would take to split the Hall of Fame away from the original Central Auto Racing Boosters.
2012 – The battle to determine which attorney we should use to set up the Hall of Fame as a 501c3 has begun. After six months and much research, the decision was to hire the attorneys Copilevitz and Canter. A special meeting was held and work began on the constitution by the attorney, Nathan Thomas. More meetings were held and it was determined the members of the Central Auto Racing Boosters would be the people who elect officers and board of directors of the Hall of Fame and Museum. The organization received their 501c3 in December 2012.
The inductees this year were increased from five to eight at the suggestion of Karen Darling. This allowed four people to be inducted before dinner and four after dinner. The selection committee is made up of nine people who reviewed the books which had been submitted for each nominee and then they had a vote. The Layne family questions the Ricky Weld induction.
Another auction is held in October at Lakeside Speedway and over $7,000 is brought in for the Hall of Fame and museum.
2013 – In February the first election was held for the Officers and Board of Directors. The organization had begun. This is also the year we lost Clyde Ellis with his passing in April. The Hall of Fame and Museum begins with a transfer of funds collected from the organization when they were working together, a little over $32,000 dollars. J. D. Green at the May Board Meeting suggest two items to be considered, one is an election process whereby the voters would be the Board of Directors and the Officers along with all living past inductees and with the permission of the new Lakeside Speedway owners, if the organization desired we could utilize the back room of Lakeside Speedway to set up our Hall of Fame and Museum.
President Karen Darling announces we have a goal to collect $10,000 for the year. She also announces the McCarthy Chevrolet was donating a 604 crate motor for the organization to raffle. Lo and behold it was a 602 crate motor which brought the club $3,800.
In July Joan Ellis asks J. D. Green to ask Lowell Christy and Terry Wantland to take a look at a building on Leavenworth Road. This building was found to be too small. Instead of the original building Joan turned her sights toward the old Trackside Inn. A portion of the Hall of Fame Board and officers were invited to inspect this building. Karen Darling is then instructed to send an email to J. D. Green to review the contract.
Here is a copy of the contract for the property that Joan is donating for us. Please look over and let me know what you think and if there is anything we need to do before we sign it.
Central Auto Racing Boosters
Hall of Fame and Museum, Inc.
My reply to Karen:
From: “JDG48@aol.com” <JDG48@aol.com>
Sent: Friday, September 6, 2013 9:29 AM
Subject: Re: Fw: 8917 Leavenworth Rd
I have looked over the contract. First things first we are at the stage where the entire board needs to be brought in. (special meeting or next meeting) I know Joan wants it kept from a certain individual but we still have to follow Roberts Rules and let everyone have their say/vote.
Second with the contract written between the seller and the central auto racing boosters hall of fame and museum it makes the organization liable for the $99,000 due in 30 days. I know Joan plans on paying for it but what happens if something happens to Joan? And Joan’s donation is the building or the money to pay for it? Best bet is her buy the building and donate the building and property because if she donates the money then it becomes open to others spending it.
This was formerly the trackside bar and grill. Diana and I ate there years ago when Joan and Clyde owned Lakeside.
What are the annual taxes on this property?
We will have to set up accounts for electricity, water, etc?
Property insurance will need to be purchased?
Now that I have got down to the contract I see a decision must be made by 9-11. that means a special meeting.
Now from these emails Diana and I were accused of not wanting to comply with Clyde’s wishes of buying a building for the Hall of Fame and Museum. This led to an inflamed board meeting where the words hate were used. These emails have led to the events which have started 2014 for the Hall of Fame and Museum. A copy of the proposed contract is listed below.
While the Hall of Fame Museum has been started at Lakeside Speedway there are those who don’t want it there. There are those who have created rumors, there was an argument over the sign and the use of the word temporary. So what started as a dream in 1969, action was taken in 2003 to lead us to today, it makes you wonder how long will either C.A.R.B. organization survive?
Let’s move on to 2014. The new selection process led to the opening of ballots the first week in January. The new process involved the secretary writing the bios for the inductees and sending them out to the selection voters along with a ballot. The new way to manipulate how someone votes. President Karen Darling removed certain verbiage from some of the bios. This is an abuse of power and seems even more interesting that she is one of the inductees for 2014. This after she had made promises to Roger Conger on his nomination of Eddie Schwope. Roger had been told that his nominee was a shoo in!
The election which occurred on February 8 for the 2014 Officers and Board of Directors for the C.A.R.B. Hall of Fame and Museum was nothing more than Karen Darling and Joan Ellis buying votes. If you were one of the people that received a membership from their generosity, will you be sticking around to help do the work? Were you there to vote for club or vote as instructed? Does anyone else see selfishness.
We have a great history of racing in the Kansas City area. The Central Auto Racing Boosters when working as a single group collected over $32,000 over three years. This past year as two separate entities the Hall of Fame and Museum added $4,000 as the year end funds were only $36,000. At this rate we will have a new building when? Isn’t it time the two groups start acting as one, working as one, having fun as one?
Commercial Real Estate Sales Contract 2007 Page 1 of 8
PARTIES: This contract (“Contract”) is made between: 1
COMMERCIAL REAL ESTATE SALES CONTRACT
SELLER: Howard T. and Ruth T. Kirkland, and BUYER: Central Auto Racing Boosters Hall of Fame & Museum, Inc. and is 2 effective as of the date of acceptance on the last signature on this Contract (the “Effective Date”). 3
2. PROPERTY: Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the real estate described in Exhibit A 5 (Legal Description) attached hereto, such to be verified by the Title Company, together with any buildings and improvements 6 thereon, and all personal property used in the operation of the buildings and improvements, including, if any, all mechanical 7 systems, fixtures and equipment, heating, ventilating and air-conditioning equipment, electrical systems and lighting, plumbing 8 equipment and fixtures, floor coverings, storm windows and doors, screens and awnings, keys, and including the following: 9
All tables, chairs, bar equipment, cooler, kitchen equipment, or anything else currently remaining in Property as well as all plans, 10 surveys, drawings, studies, or warranties on any part of the building that are currently in effect, 11
all of which is commonly known and numbered as 8917 and 8927 Leavenworth Rd. in the City of Kansas City in Wyandotte 12 County, State of Kansas. 13
Such real estate and other property shall be collectively referred to in this Contract as the “Property”. 14
3. EXCEPTIONS: The Property shall be subject, however, to the Permitted Exceptions (as defined in the paragraph entitled “Title 16 Insurance”), zoning ordinances and laws and the following existing leases or tenancies: NONE 17
4. PURCHASE PRICE: The Purchase Price is ONE-HUNDRED THOUSAND DOLLARS ($100,000) which Buyer agrees to pay 19 as follows: 20
a. ONE-THOUSAND DOLLARS ($1000) at the signing of this Contract as Earnest Money, such to be deposited upon execution 22 of this Contract within (10 days if the Property is located in Missouri) or (5 days if the Property is located in Kansas), in the 23 insured trust or escrow account of SECURED TITLE OF KANSAS CITY (“Escrow Agent”) as part of the consideration of the 24 sale; 25
b. The balance to be paid in the following manner: NINETY-NINE THOUSAND DOLLARS ($99,000), in guaranteed funds or 27 cashier’s check at Closing (as defined in this Contract), adjusted at Closing for pro-rations, closing costs and other agreed 28 expenses. 29
5. CLOSING AND POSSESSION DATE(S): Subject to all the provisions of this Contract, the closing of this Contract (the 31 “Closing”) shall take place at the offices of SECURED TITLE of KANSAS CITY on the 18TH day of October, 2013 or prior thereto 32 by mutual consent, and possession shall be delivered upon closing. 33
6. EXISTING FINANCING: Unless otherwise provided in this Contract, Seller shall make any payments required on existing 35 mortgages or deeds of trust until Closing. If this Contract provides that the Property is being sold subject to any existing mortgage 36 or deed of trust, Buyer shall, at Closing, reimburse Seller for any principal reductions not already considered in computing 37 payments of purchase price and for any deposits held by the holder of the mortgage or deed of trust that are transferred to Buyer. 38
7. PRORATIONS: The rents, income and expenses from the Property, and the interest on any existing mortgages or deeds of 40 trust to which this sale is made subject, shall be prorated between Seller and Buyer as of Closing. Seller shall pay all general real 41 estate taxes levied and assessed against the Property, and all installments of special assessments for the years prior to the 42 calendar year of Closing. All such taxes and installments of special assessments becoming due and accruing during the calendar 43 year of Closing shall be prorated between Seller and Buyer on the basis of such calendar year, as of Closing. If the amount of any 44 tax or special assessment cannot be ascertained at Closing, pro-ration shall be computed on the amount for the preceding year’s 45 tax or special assessment. Buyer shall assume and pay all such taxes and installments of special assessments accruing after the 46 Closing. 47
8. TITLE INSURANCE: Seller shall deliver and pay for an owner’s ALTA title insurance policy insuring marketable fee simple title 49 in Buyer in the amount of the Purchase Price as of the time and date of recording of Seller’s Warranty Deed (the “Deed”), subject 50 only to the Permitted Exceptions defined below. Seller shall, as soon as possible and not later than TEN (10) days after the 51 Effective Date of this Contract, cause to be furnished to Buyer a current commitment to issue the title policy (Title Commitment), to 52 be issued through SECURED TITLE OF KANSAS CITY (the “Title Company”). Buyer shall have FIVE (5) days after receipt of the 53 Title Commitment (the “Title Review Period”) in which to notify Seller in writing of any objections Buyer has regarding any matters 54 shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which Buyer does not 55 object within the Review Period shall be deemed to be permitted exceptions to the status of Seller’s title (the “Permitted 56 Exceptions”). With regard to items to which Buyer does object within the Review Period, Seller shall have FIVE (5) days after 57 receipt of Buyer’s written notice of objections to cure such objections (“Title Cure Period”). 58
59 Commercial Real Estate Sales Contract 2007 Page 2 of 8
If Seller does not cure the objections by the end of the Title Cure Period or if Seller and Buyer have not agreed to extend the Title 60 Cure Period by amending this Contract, then this Contract shall automatically be terminated unless Buyer waives the objections no 61 later than THREE (3) days after the end of the Title Cure Period. 62
9. INSPECTIONS: Seller shall grant Buyer reasonable access to the Property for THIRTY (30) days after the Effective Date of this 64 Contract (the “Inspection Period”) for the purpose of inspecting the physical condition of the Property. Buyer’s inspection rights 65 shall include performing soil tests, environmental tests or audits, foundation and mechanical inspections and such other inspections 66 or surveys as Buyer may reasonably request. Buyer agrees to repair any damage to the Property arising from these inspections 67 and to indemnify, defend and hold Seller harmless from and against all claims, costs, demands and expenses, 68
including without limitation, reasonable attorney’s fees, court costs and other legal expenses, resulting from these inspections. 69 Buyer’s obligations imposed by this paragraph shall survive termination of this Contract. Buyer agrees to provide Seller with a copy 70 of any written reports resulting from such inspections within FIVE (5) days of the completion of said inspections. With regard to any 71 deficiencies identified during the inspection by Buyer which Buyer requests be corrected, Seller shall have FIVE (5) days (the “Cure 72 Period”) after seller’s receipt of Buyer’s written notice of such inspection issues to define in an Amendment to this Contract how and 73 when such deficiencies will be cured. If Seller elects not to cure the deficiencies within the time frame defined in such Amendment, 74 then this Contract shall automatically be terminated unless Buyer waives the objections no later than THREE (3) days after the end 75 of the Cure Period. Buyer shall be deemed to be thoroughly acquainted and satisfied with the physical condition of the Property, 76 other than as set forth in the paragraph entitled “INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE OF 77 CONDITION” of this Contract. In addition, Buyer, or Buyer’s representatives, may re-inspect the Property before Closing upon 78 reasonable notice to Seller 79
10. DUE DILIGENCE: Buyer will have THIRTY (30) days after the Effective Date of this Contract to perform due diligence (the 81 “Due Diligence Period”) for the purpose of exploring and obtaining approval of governmental authorities for the intended purpose of 82 the Property and any changes in zoning, if necessary. Upon presentation by Buyer to Seller of the written refusal(s) of such 83 governmental authorities to Buyer’s requests for approval of such intended purposes and zoning prior to the expiration of the Due 84 Diligence Period, Buyer may deliver written notification to Seller to cancel this Contract and this Contract will be terminated. In the 85 absence of such termination notice, the Inspections and Due Diligence shall be deemed to be satisfactory to Buyer. 86
11. REPRESENTATIONS: Buyer acknowledges that neither Seller nor any party on Seller’s behalf has made, nor do they hereby 88 make, any representations as to the past, present or future condition, income, expenses, operation or any other matter or thing 89 affecting or relating to the Property except as expressly set forth in this Contract. Buyer agrees to assume full responsibility for 90 completing Buyer’s Due Diligence in such a manner as to answer all questions necessary to make the decision to purchase the 91 Property. 92
12. REAL ESTATE BROKER: Seller and Buyer agree that The Vaught Group, BROKER, identified in the Commercial Agency 94 and Broker Disclosure Addendum which is a part of this Contract, is the only real estate broker negotiating this sale, and Seller 95 agrees to pay a sales commission of SIX (6%) percent of the Purchase Price pursuant to the agreement between Seller and 96 BROKERS. Any party to this Contract through whom a claim to any broker’s, finder’s or other fee is made, contrary to the 97 representations made above in this paragraph, shall indemnify, defend and hold harmless the other party to this Contract from any 98 other loss, liability, damage, cost or expense, including without limitation, reasonable attorney’s fees, court costs and other legal 99 expenses paid or incurred by the other party, that is in any way related to such a claim. The provisions of this paragraph shall 100 survive Closing or termination of this Contract. 101
13. DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS: At or before Closing, Seller agrees to properly 103 execute and deliver into escrow the Deed, a Bill of Sale for any non-realty portion of the Property, and all other documents and 104 funds necessary to complete the Closing. The Deed shall convey to Buyer marketable fee simple title to the Property, free and 105 clear of all liens and encumbrances, other than the Permitted Exceptions. At or before the Closing, Seller and Buyer each agree to 106 deliver into escrow a cashier’s check or guaranteed funds sufficient to satisfy their respective obligations under this Contract. Seller 107 understands that, unless otherwise agreed, disbursement of proceeds will not be made until after the Deed or the instrument of 108 conveyance, and, if applicable, the mortgage/deed of trust have been recorded and the Title Company can issue the title policy with 109 only the Permitted Exceptions. 110
14. INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE OF CONDITION: Seller agrees to maintain 112 Seller’s current fire and extended coverage insurance, if any, on the Property until Closing. Seller shall do ordinary and necessary 113 maintenance, upkeep and repair to the Property through Closing. If, before Closing, all or any part of the Property is taken by 114 eminent domain, or if a condemnation proceeding has been filed or is threatened against the Property or any part thereof, or if all or 115 any part of the Property is destroyed or materially damaged after the Inspection Period, Seller shall promptly provide written notice 116 to Buyer of any such event. UPON NOTICE OF SUCH OCCURRENCE, Buyer may re-inspect the Property and may, by written 117 notice to Seller within ten (10) days after receiving Seller’s notice, terminate this Contract. 118
119 Commercial Real Estate Sales Contract 2007 Page 3 of 8
Unless this Contract is so terminated, it shall remain in full force and effect, and Seller shall, at Closing, assign and transfer to Buyer 120 all of Seller’s right, title and interest in and to any awards that may be made for any taking and any insurance proceeds payable on 121 account of casualty. If a non-material change in condition occurs with respect to the Property, Seller shall remedy such change 122 before Closing. The provisions of this paragraph shall survive Closing or termination of this Contract. 123
15. FOREIGN INVESTMENT: Seller represents that Seller is not a foreign person as described in the Foreign Investment in Real 125 Property Tax Act and agrees to deliver a certificate at Closing to that effect which shall contain Seller’s tax identification number. 126
16. TERMINATION: If this Contract is terminated by either party pursuant to a right expressly given in this Contract, Buyer shall be 128 entitled to an immediate return of the Earnest Money Deposit, and neither party shall have any further rights or obligations under 129 this Contract except as otherwise stated in this Contract. 130
17. DEFAULT AND REMEDIES: Seller or Buyer shall be in default under this Contract if either fails to comply with any material 132 covenant, agreement or obligation within any time limits required by this Contract. Following a default by either Seller or Buyer 133 under this Contract, the other party shall have the following remedies, subject to the provisions of the paragraph entitled 134 “DISPOSITION OF EARNEST MONEY DEPOSIT AND OTHER FUNDS AND DOCUMENTS” in this Contract: 135
(a) If Seller defaults, Buyer may (i) specifically enforce this Contract and recover damages suffered by Buyer as a result of the 136 delay in the acquisition of the Property; or (ii) terminate this Contract by written notice to Seller and, at Buyer’s option, pursue 137 any remedy and damages available at law or in equity. If Buyer elects to terminate this Contract, the Earnest Money Deposit 138 shall be returned to Buyer upon written demand. 139
(b) If Buyer defaults, Seller may (i) specifically enforce this Contract and recover damages suffered by Seller as a result of the 140 delay in the sale of the Property; or (ii) terminate this Contract by written notice to Buyer and, at Seller’s option, either retain the 141 Earnest Money Deposit as liquidated damages as Seller’s sole remedy (the parties recognizing that it would be extremely 142 difficult to ascertain the extent of actual damages caused by Buyer’s breach, and that the Earnest Money Deposit represents as 143 fair an approximation of such actual damages as the parties can now determine), or pursue any other remedy and damages 144 available at law or in equity. If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce 145 its rights, the defaulting party shall, unless prohibited by law, reimburse the non-defaulting party for all reasonable attorneys’ 146 fees, court costs and other legal expenses incurred by the non-defaulting party in connection with the default. 147 148
18. DISPOSITION OF EARNEST MONEY DEPOSIT AND OTHER FUNDS AND DOCUMENTS: The Escrow Agent shall not 149 distribute the Earnest Money Deposit or other escrowed funds or documents, once deposited, notwithstanding any other terms of 150 this Contract providing for forfeiture or refund of the Earnest Money Deposit, without the written consent of all parties to this 151 Contract. A party’s signature on a closing statement prepared by the Escrow or Closing Agent shall constitute such consent. In the 152 absence of either written consent or written notice of a dispute, failure by either Buyer or Seller to respond in writing to a certified 153 letter from the Escrow Agent within SEVEN (7) days of receipt, or failure by either Buyer or Seller to make written demand upon the 154 other party and upon the Escrow Agent for return or forfeiture of the Earnest Money Deposit, other escrowed funds or documents 155 within TEN (10) days after receiving written notice of cancellation of this Contract, shall constitute consent to the distribution of all 156 funds and documents deposited with the Escrow Agent as suggested in any such certified letter or written demand. If a dispute 157 arises over the disposition of funds or documents deposited with the Escrow Agent that results in litigation, any attorney’s fees, 158 court costs and other legal expenses incurred by the Escrow Agent in connection with such dispute shall be reimbursed from the 159 Earnest Money Deposit or from other funds deposited with the Escrow Agent. Seller and Buyer release all brokers and licensees 160 from any and all liability in regards to this Contract, for cancellation of this Contract and disbursing the Earnest Money Deposit or 161 other escrowed funds or documents. 162
19. ENTIRE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any attachments or addenda hereto, 164 constitute the complete agreement of the parties concerning the Property, supersede all other agreements and may be modified 165 only by initialing changes in this Contract or by written agreement. 166 167
20. NOTICES: All notices, consents, approvals, requests, waivers, objections or other communications (collectively “notices”) 168 required under this Contract (except notice given pursuant to the paragraph entitled “DISPOSITION OF EARNEST MONEY 169 DEPOSIT AND OTHER FUNDS AND DOCUMENTS” in this Contract) shall be in writing and shall be served by hand delivery, by 170 prepaid U. S. Postal Service certified mail, return receipt requested, or by reputable overnight delivery service guaranteeing next-171 day delivery and providing a receipt. All notices shall be addressed to the parties at the respective addresses as set forth below, 172 except that any party may, by notice in the manner provided above, change this address for all subsequent notices. Notices shall 173 be deemed served and received upon the earlier of the third day following the date of mailing (in the case of notices mailed by 174 certified mail) or upon delivery (in all other cases). A party’s failure or refusal to accept service of a notice shall constitute delivery of 175 the notice. 176
21. DEADLINE FOR ACCEPTANCE: Buyer’s offer to purchase the Property from Seller shall expire if Seller has not accepted 178 this Contract by signing and delivering a fully executed copy to Buyer, on or before the earlier of (i) September 11, 2013 or (ii) Buyer 179 delivering written notice to Seller that Buyer’s offer to enter into this Contract is withdrawn. 180
22. TIME AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS CONTRACT. 182 183
184 Commercial Real Estate Sales Contract 2007 Page 4 of 8
|23. ADDENDA: The following Addenda (riders, supplements, etc.) are attached hereto and are a part of this Contract (Check 185 Those Which Are Applicable): 186 Exhibit A (Legal Description)
Commercial Agency & Brokerage Disclosure Addendum