HomeMy WebLinkAboutbocc.ord.022.2009RECEPTION #: 564649 ,11/19/2009 at
12:29:49 PM,
1 OF 23, R $0.00 Doc Code RESOLUTION
Janice K. Vos Caudill, Pitkin County, CO
AN ORDINANCE OF THE
BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO, AUTHORIZING ACQUISITION OF THE
COOPER MINING CLAIMS IN THE CASTLE CREEK VALLEY.
ORDINANCE #6!2 SERIES OF 2009
RECITALS
1. The Voters of Pitkin County and the Pitkin County Commissioners established an Open
Space and Trails Fund for the purposes of preserving and providing open space and trails
resources in Pitkin County, and established an Open Space and Trails Board of Trustees to
guide the expenditure of those funds.
2. The Open Space and Trails Program is charged with protecting open space, habitat, scenic
view planes, and recreational routes on public lands.
3. The Cooper Claims Lode is a Rural and Remote property with the Castle Creek Valley,
south of Little Annie Basin, which possesses important natural, scenic, recreational, and
cultural values.
4. Development of the Cooper Claims would result in loss of public access, potential scenic
impacts, and increased habitat fragmentation.
5. The Open Space and Trails Board has directed staff to seek BOCC approval of this
acquisition.
NOW THEREFORE BE IT ORDAINED by the Board of County
Commissioners of Pitkin County, Colorado, that:
1. The Board approves an expenditure of $750,000 for the acquisition of the
Cooper Claims, and up to $35,000 in related transaction and property restoration
expenses.
2. Upon approval of the form by the Open Space Director and County Attorney, the
Chair is authorized to execute a contract for purchase of the Cooper Claims Lode
for $750,000, and the Chair is further authorized to execute such documents as a
RECEPTION #: 565113112109/2009 at
07:59:47 AM,
1 OF 6, R $0.00 Doc Code ORDINANCE
Janice K. Vos Caudill, Pitkin County, CO
necessary to consummate this transaction upon approval of the form thereof by the
Open Space Director and County Attorney.
4. That adjustments be made to the year 2009 budget as follows:
OPEN SPACE AND TRAILS FUND
Cooper Claims Lode Acquisition
Expenditure
I
Previous Revised
Budget This Change Proi Budget
0 $785,000 $785,000
The BOCC finds that adoption of this ordinance is necessary for the immediate
preservation of the public health, safety and welfare of the citizens of Pitkin County and
therefore declares this ordinance and legislation to be effective immediately.
The Board hereby declares its official intent to reimburse current expenditures from a
future issuance of Pitkin County general obligation bonds.
INTRODUCED, FIRST READ, AND APPROVED ON THE 14th DAY OF
OCTOBER, 2009.
NOTICE OF PUBLIC HEA NJG PUBLISHED IN THE ASPEN TIMES
WEEKLY ON THE ffl�' DAY OF 2009.
APPROVED UPON SECOND READING AND PUBLIC HEARING ON
THE 28th DAY OF OCTOBER 2009.
PUBLISHED AFTER ApOPTION IN HE WEEKEND EDITION OF THE_
ASPEN TIMES ON THE 15 DAY OF , 2009.
BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
� - &6 �
Patti Kay -Cla per
Chair
Date:
APPROVED AS TO FORM:
1<
9
John Ely �- "%'~ Hilary ;Fcher
Coun rney County Manager
Dale Will, Director
Open Space and Trails Program
Cooper Mining Claims
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Jeanette Jones
From: Barb D' Autrechy
Sent: Thursday, November 19, 2009 1:12 PM
To: Jeanette Jones
Subject: RE: Cooper Mining Claims
Tarifa " Lode '' Mining. Iadii l S M' To, 6 189, Dick L od!,
1 � RaCke Lodi min C iii Nov f�� ; �� OW be
USMS, Noi 6189, EW iqg. 1 Ode inifi 'C i a Via, 6189'
ina .0 � . 4 1 � III the HighlAn s Minirio D'i Strict
Here ya go Jeanette.
Barb D'Autrechy
From: Jeanette Jones
Sent: Thursday, November 19, 2009 9:41 AM
To: Barb D' Autrechy
Subject: Cooper Mining Claims
Hi Barb: Do you have a list of the mining claims for the above referenced that I can attach to the reso for
recording purposes. Thanks
Yeanet e )ane13
Clerk to the Board of County Commissioners
Pitkin County
530 East Main Street, 1st Floor
Aspen, Colorado 81611
Phone: 970 - 920-5157
Fax: 970 -920 -5196
jeanette@co
d ; 6 2-,- 2.d0 4
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(The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate
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Commission. (CBS I -5 -09) (Mandatory 7 -09)
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THIS FORM
HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER
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COUNSEL
BEFORE SIGNING.
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CONTRACT -TO BUY AND SELL REAL ESTATE
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Date; September 14, 2009
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1. AGREEMENT. Buyer agrees to buy, and Seller agrees to sell, the Property defined below on the terms and conditions set
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forth
in this contract (Contract).
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2. DEFINED
TERMS.
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211.
Buyer, Buyer, Board of County Commissioners of Pitkin County, will take title to the real property described
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below as (]Joint Tenants ❑Tenants In Common ®Other Fee Simple Absolute
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2.2.
Property. The Property is the following legally described real estate in the County of Pitkin Colorado:
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The Quien Sabe, Rucker, Ewing, Etcetera, Tarifa, and Dick Mining Claims, comprising 54,3 acres,
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more or less.
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known as No.
na
na CO 81611,
Street Address City State Zip
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together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and
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all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded.
2.3.
Dates and Deadlines.
Item No.
Reference Event i Rate or Deadline
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§ 4.2.1 Alternative Earnest Money Deadline
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§ 5.1 Loan Application Deadline NA
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i § 5.2 Loan Conditions Deadline NA
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§ 5.3 ; Buyer's Credit Information Deadline NA
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§ 5.3 i Disapproval of Buyer's Credit Information Deadline NA
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i § 5.4 1 Existing Loan Documents Deadline ; NA 1
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§ 5.4 Existing Loan Documents Objection Deadline, NA
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§ 5.4 Loan Transfer Approval Deadline NA
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§ 6.2,2 Appraisal Deadline NA
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§ 6.2.2 Appraisal Objection Deadline NA
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§ 7.1 Title Deadline 9 -25 -09
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§ 7.2 Document Request Deadline 9 -30 -09
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§ 7.3 Survey Deadline''
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§ 7.4,4.1 j CIC Documents Deadline 9 -25 -09
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§ 7.4.5 i CIC Documents Ob Deadline i 10 -2 -09
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r§ 8.1 j Title Objection Deadline 10 -2 -09
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j § 8.2 Off- Record Matters Deadline 19 -25 -09
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§ 8.2 Off- Record Matters Objection Deadline 110 -2 -09
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§ 8.3.2 Survey Objection Deadline
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§ 8.6 Right Of First Refusal Deadline NA
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§ 10.1 Seller's Property Disclosure Deadline 9 -25 -09
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§ 10,2 Inspection Objection Deadline 10 -2 -09
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§ 10.3 Inspection Resolution Deadline 10 -14 -09
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Item No.
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Event
Property Insurance Objection Deadline
Closing Date
Possession Date
`. Possession Time
Reference
§ 10.5
§12
§17
§ 17
§ 32 ! Acceptance Deadline Date
§ 32 i Acceptance Deadline Time
Date or Deadline
10 -2 -09
11 -13 -09
11 -13 -09
5pm
9 -16 -09
j 12:00 pm
2.4. Applicability of Terms. A check or similar mark in a box means that such provision is applicable, The
abbreviation "N /A" or the word "Deleted" means not applicable and when inserted on any line in Dates and
Deadlines (§ 2.3), means that the corresponding provision of the Contract to which reference is made is deleted.
The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed
this Contract.
2.5. Day; Computation of Period of Days, Deadline.
2.5.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States
Mountain Time (Standard or Daylight Savings as applicable).
2.5.2. Computation of Period of Days, Deadline. In computing a period of days, when a date is not specified,
the first day is excluded and the last day is included, e.g, three days after MEC. If any deadline falls on a
Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline ®Shall ❑Shall Not
be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the
deadline shall not be extended.
3. INCLUSIONS AND EXCLUSIONS.
3.1. Inclusions. The Purchase Price includes the following items (Inclusions):
3.1.1. Fixtures. If attached to the Property on the date of this Contract, lighting, heating, plumbing, ventilating,
and air conditioning fixtures, TV antennas, inside telephone, network and coaxial (cable) wiring and
connecting blocks /jacks, plants, mirrors, floor coverings, intercom systems, built -in kitchen appliances,
sprinkler systems and controls, built -in vacuum systems (including accessories), garage door openers
including remote controls; and ® all historic artifacts, includinq but not limited to cabins.
relics of cabins and other structures, minina infrastructure and the like.
3.1.2. Personal Property. The following are included if on the Property whether attached or not on the date of
this Contract: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window
coverings, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves,
storage sheds, and all keys, If checked, the following are included: ❑Water Softeners ❑Smoke/Fire
Detectors ❑Security Systems ❑Satellite Systems (including satellite dishes),
3.1.3. Other Inclusions.
NA
The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes,
(except personal property taxes for the year of Closing), liens and encumbrances, except
Conveyance shall be by bill of sale or other applicable legal instrument.
3.1.4. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows:
The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes,
(except personal property taxes for the year of Closing), liens and encumbrances, except
Conveyance shall be by bill of sale or other applicable legal instrument.
3.1.5. Parking and Storage Facilities. []Use Only- ❑Ownership of the following parking facilities:
; and MUse Only ❑Ownership of the following storage facilities: NA.
3.1.6. Water Rights, Water Interests, Water and Sewer Taps. The following legally described water rights:
All water right appurtunent to the Property.
Any water rights shall be conveyed by ® Quit Claim Deed ❑ Other applicable legal instrument.
3.1.6.1. If any water well is to be transferred to Buyer, Seller agrees to supply required information about
such well to Buyer. Buyer understands that if the well to be transferred is a Small Capacity Well
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69 or a Domestic Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or
70 at Closing, complete a Change in Ownership form for the well. If an existing well has not been
71 registered with the Colorado Division of Water Resources in the Department of Natural
7 Resources (Division), Buyer shall complete a registration of existing well form for the well and
73 pay the cost of registration. If no person will be providing a closing service in connection with
74 the transaction, Buyer shall file the form with the Division within sixty days after Closing.
75 The Well Permit # is
76 3.1.6.2. ❑Water Stock Certificates:
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78 3.1.6.3. ❑Water Tap ❑Sewer Tap
79 Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining
80 to be paid, if any, time and other restrictions for transfer and use of the tap.
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82 3.1.7. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows:
83 NA
84 3.2. Exclusions. The following items are excluded:
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86 4. PURCHASE PRICE AND TERMS.
4.1. Price and Terms. The Purchase Price set forth below shall be payable in U. S. Dollars by Buyer as follows:
Item No.'; Reference'. I Item. ;; i Amount ! Amount
§ 4.1 j�Purchase Price i $750,000
2 i § 4.2 Earnest Money I $75,000
3 i § 4.5 New Loan
4 § 4.6 Assumption Balance
5 § 4,7 Seller or Private Financing
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8 § 43 i Cash at Closing 675,000
i 9 TOTAL ! $ $750,000 i
89 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of is part payment of the
90 Purchase Price and shall be payable to and held by Pitkin Countv Title (Earnest Money Holder), in its trust
91 account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this Contract
92 unless the parties mutually agree to an Alternative Earnest Money Deadline (§ 2.3) for its payment. If Earnest
93 Money Bolder is other than the Brokerage Firm identified in § 34 or § 35 below, Closing Instructions signed by
94 Buyer, Seller and Earnest Money Holder must be obtained on or before delivery of Earnest Money to Earnest
95 Money Holder. The parties authorize delivery of the Earnest Money deposit to the company conducting the
96 Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have
97 interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable
98 housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Farnest
99 Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund,
100 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at
101 the time of tender of the Contract is as set forth as the Alternative Earnest Money Deadline (§ 2.3).
102 4.3. Form of Funds; Time of Payment; Funds Available. All amounts payable by the parties at Closing, including
103 any loan proceeds, Cash at Closing and closing costs, shall be in funds that comply with all applicable Colorado
104 laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good
105 Funds), All funds required to be paid at Closing shall be timely paid to allow disbursement by Closing Company at
106 Closing OR SUCH PARTY SHALL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this
107 Contract, ®Does ❑Does Not have funds that are immediately verifiable and available in an amount not less
108 than the amount stated as Cash at Closing in § 4.1.
109 t1t4.4. - Segor -Q =ession.•Seller, at Closing, shall pay or credit, as directed by Buyer, a total amount o e A 1, x"4 -W 1
110 ( Buyer's closing costs, loan ri in (Including any amounts that Seller
111 agrees to oav hir -44, nut allowed to pay due to FHA, k- ttF'�F;-i44 etc. , a� any other fee, cost, charge,
112 expense or expenditure related to Buyer's New Loan or other allowable Seller concession (collectively, Sai•Ier
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and Sell Rea! 8slatc e9/15iU9 at 11 '4 AM Page 3 of 15
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Concession), The Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere •
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this Contract. If the amount of Seller Concession exceeds the aggregate of what is allowed, Seller shall not p or
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be charged such excess amount.
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JO, 4.5.
New Loan.
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5.1. Buyer to Pay Loan Costs, Buyer, except as provided in § 4,4, if applicable, shall timely y Buyer's
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can costs, loan discount points, prepaid items and loan origination fees, as required by lend
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4.5.2. Buyer May Select Financing. Buyer may select financing appropriate and acee ble to Buyer,
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ncluding a different loan than initially sought, except as restricted in § 4.5.3 o § 26, Additional
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visions.
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4.5.3. Lo Limitations. Buyer may purchase the Property using any of the following es of loan:
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❑Co entional ❑FHA ❑VA ❑Bond [
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4.5.4. Good 'th Estimate — Monthly Payment and Loan Costs. Buyer is vised to review the terms,
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conditions d costs of Buyer's New Loan carefully. If Buyer is applying r a residential loan, the lender
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generally mu rovide Buyer with a good faith estimate of Buyer's el ing costs within three days after
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Buyer complete a loan application. Buyer should also obtain a estimate of the amount of Buyer's
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monthly mortgage ayment. If the New Loan is unsatisfactory to uyer, then Buyer may terminate this
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Contract pursuant to 5.2 no later than Loan Conditions Dead e(§2.3).
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����4.6.
Assumption. Buyer agrees to a ume and pay an existing loan in t approximate amount of the Assumption
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Balance set forth in § 4,1, presentl ayable at $ per eluding principal and interest presently at the
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rate of % per annum, and also eluding escrow for the fol wing as indicated: ❑Real Estate Taxes ❑
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Property Insurance Premium ❑M tgage Insurance Pr ium and ❑
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Buyer agrees to pay a loan transfer fee t to exceed $ At the time of assumption, the new interest rate
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shall not exceed % per annum and t new pay nt shall not exceed $ per principal and
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interest, plus escrow, if any. If the actual p 'ncipal alance of the existing loan at Closing is less than the
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Assumption Balance, which causes the amount o c required from Buyer at Closing to be increased by more
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than $ , then ❑Buyer May Terminate th' ontract effective upon receipt by Seller of Buyer's written
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notice of termination or ❑
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Seller []Shall []Shall Not be relea d from lia ility on said loan. If applicable, compliance with the
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requirements for release from liability sha be evidenced delivery []on or before Loan Transfer Approval
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Deadline Flat Closing of an appro We letter of commi ent from lender. Any cost payable for release of
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t
liability shall be paid by in an ount not to exceed $
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N / t-t4.7.
Seller or Private Financing. Buy e agrees to execute a promisso note payable to , as ❑Joint Tenants
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}}
❑Tenants In Common ❑O er , on the note fonn as indi ted:
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❑(Default Rate) NTD81 -10- ❑ Other secured by a (1", 2 " etc.) deed of trust encumbering
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the Property, using the farm indicated:
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❑Due on Transfer -Stri (TD72 -9 -08) []Due on Transfer- Creditwo by (TD73 -9 -08) ❑Assumable -
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Not Due on Transfer D74 -9 -08) ❑Other
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The promissory ote shall be amortized on the basis of ❑Years onths, payable at $ per
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including incipal and interest at the rate of % per annum, Payment shall commence and
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shall be due on a day of each succeeding If not sooner paid, the bola a of principal and accrued
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interest shall a due and payable after Closing, Payments ❑Shalt []Shall No be increased by
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of estimat annual real estate taxes, and []Shall ❑Shall Not be increased by of estimated annual
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property nsurance premium. The loan shall also contain the following terms: (1) if any pay nt is not received
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withi days after its due date, a late charge of % of such payment shall be due; (2) terest on lender
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dis rsements under the deed of trust-shall be % per annum; (3) default interest rate shall b % per
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num; (4) Buyer may repay without a penalty except ; and (5) Buyer ❑Shall ❑Shall Not ecute and
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deliver, at Closing, a Security Agreement and UCC -1 Financing Statement granting the holder of the p missory
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note a (1 ", 2" etc.) lien on the personal property included in this sale.
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Buyer ❑Shall ❑Shall Not provide a mortgage 's title insurance policy, at Buyer's expense.
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5. 'TI
ING CONDITIONS AND OBLIGATIONS. 0 A
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5.1.
Loan (f<rlie . If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loan &kUaw -,
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Loan), or if an existing t to be released at Closing, Buyer, if required her.. -such 61cier, shall make a
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verifiable application by Loan Application ' 2.3
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5.2,
Loan Conditions. If Buyer is to a e urchase a New Loan, this Contract is conditional
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upon Buyer in uyer's subjective discretion, whether the New Loan to Buyer, including
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its availability, payments, interest rate, terms, conditions, and cost of such New Loan. This con 1 he
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CBS 1 Contract to Buy and Sell Real Estate 09/1.5109 al 1 1.4 M Page 4 of 15
enefit of Buyer. If such New Loan is not satisfactory to Buyer, Seller must receive written notice to terming
fro Buyer, no later than Loan Conditions Deadline (§ 2.3), at which time this Contract shall terrain . IF
SELL DOES NOT TIMELY RECEIVE WRITTEN NOTICE TO TERMINATE, THIS CO ITION
SHALL DEEMED WAIVED, AND BUYER'S EARNEST MONEY SHALL BE NONR NDABLE,
EXCEPT A THERWISE PROVIDED -IN THIS CONTRACT (e.g., Appraisal, Title, Sury
5.3. Credit Inform 'on and Buyer's New Senior Loan. If Buyer is to pay all or part of t Purchase Price by
executing a promiss note in favor of Seller, or if an existing loan is not to be released losing, this Contract is
conditional (for the be fit of Seller) upon Seller's approval of Buyer's financial Ility and creditworthiness,
which approval shall be at Iler's subjective discretion. In such case: (1) Buyer II supply to Seller by Buyer's
Credit Information Dead in 23), at Buyer's expense, information and d uments (including a current credit
„ report) concerning Buyer's finan ' 1, employment and credit condition Buyer's New Senior Loan, defined
below, if any; (2) Buyer consents tha eller may verify Buyer's financi ability and creditworthiness; (3) any such
information and documents received b eller shall be held by S er in confidence, and not released to others
except to protect Seller's interest in this tra tion; (4) in the e t Buyer is to execute a promissory note secured
by a deed of trust in favor of Seller, this Contra is conditio (for the benefit of Seller) upon Seller's approval of
the terms and conditions of any New Loan to be o ined Buyer if the deed of trust to Seller is to be subordinate
to Buyer's New Loan (Buyer's New Senior Loan). dditionally, Seller shall have the right to terminate, at or
before Closing, if the Cash at Closing is less than set in § 4.1 of this Contract to Buyer's New Senior Loan
changes from that approved by Seller; and if Seller s not deliver written notice to Buyer of Seller's
disapproval of Buyer's financial ability a creditworthiness or Buyer's New Senior Loan by Disapproval of
Buyer's Credit Information Deadlh (§ 2.3), then Seller waive he conditions set forth in this section as to
Buyer's New Senior Loan as suppy to Seiler. If the Seiler delivers 'tten notice of disapproval to Buyer on or
before said date, this Contract s terminate.
5.4. Existing Loan Review. If existing loan is not to be released at Closing, er shall deliver copies of the loan
documents (including no , deed of trust, and any modifications) to Buyer by Exis ' g Loan Documents Deadline
(§ 2.3). For the ben of Buyer, this Contract is conditional upon Buyer's review a approval of the provisions
of such loan doc ents, If written notice of objection to such loan documents, signed b uyer, is not received by
Seller by Exi g Loan Documents Objection Deadline (§ 2.3), Buyer accepts the terms nd conditions of the
documen If the lender's approval of a transfer of the Property is required, this Contract i onditional upon
Buyer' btaining such approval without change in the terms of such loan, except as set forth in § 6. If lender's
ap val is not obtained by Loan Transfer Approval Deadline (§ 2.3), this Contract shall termin a on such
adline. If Seller is to be released from liability under such existing loan and Buyer does not ob • t such
compliance asset forth in AA, this Contract maybe terminated at Seller's option.
6. PPRAISAL PROVISIONS. � t
6.. Property Approval. If the tender imposes any requirements or repairs ( Requirements) to be made to the Property
roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, Seller may
term to this Contract (notwithstanding § )0 of this Contract) by written notice to Buyer on or before three days
following per's receipt of the Requirements. Seller's right to terminate in this § 6.1 shall not apply if on or
before any to tion by Seller pursuant to this § 6.1: (1) the parties enter into a written agreement regarding the
Requirments; or (2 Me Requirements are completed by Seller; or (3) the satisfaction of the Requirements is
waived in writing by Buy
6.2. Appraisal Condition.
® 6.2.1. Not Applicable. This § 6.2 11 not apply.
❑ 6.2.2. Conventional/Other. Buyer sha ave the sole option and election to terminate this Contract i
Purchase Price exceeds the Propertys luation determined by an appraiser engaged b . The
appraisal shall be received by Buyer or Bu 's lender on or before Appraisal D the (§ 2.3). This
Contract shall terminate by Buyer delivering to r written notice of t ' ation and either a copy of
such appraisal or written notice from lender that co s t operty's valuation is less than the
Purchase Price, received by Seller on or before Apprais tion Deadline (§ 2.3). If Seller does not
receive such written notice of termination on ore Apprais Objection Deadline (§ 2.3), Buyer
waives any right to tenninate under chi ton.
❑ 6,2.3. FHA. It is expressly agree , notwithstanding any other provisions of Contract, the Purchaser
(Buyer) shall not be gated to complete the purchase of the Property describe ein or to incur any
penalty by re of Earnest Money deposits or otherwise unless the Purchaser (Buye as been given
in rdance with HUDIFHA or VA requirements a written statement issued by the Fede Housing
Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting fo the
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225 raised value of the Property of not less than $ . The Purchaser (Buyer) shall have the priv'
226 and o of proceeding with the consummation of the Contract without regard to the a of the
227 appraised va on. The appraised valuation is arrived at to determine the max' mortgage the
228 Department of Hou and Urban Development will insure. HUD does n ant the value nor the
229 condition of the Property. a Purchaser (Buyer) should satis self/herself that the price and
230 condition of the Property are accep
231 ❑ 6.2.4. VA. It is expressly agreed that, notwith ing a ter provisions of this Contract, the Purchaser
232 (Buyer) shall not incur any penalty by for ' Earnest Money or otherwise or be obligated to
233 complete the purchase of the Prope ribed herein, t Contract Purchase Price or cost exceeds the
234 reasonable value of the Pro established by the Departm of Veterans Affairs. The purchaser
235 (Buyer) shall, howev ave the privilege and option of proceedin 'th the consummation of this
236 Contract with egard to the amount of the reasonable value established by t epartment of Veterans
237 Affair
238 6.3. Cost o raisal. Cost of any appraisal to be obtained after the date of this Contract shall he timely p ' by
239 uyer ❑Seller.
240 7. EVIDENCE OF TITLE, SURVEY AND CiC DOCUMENTS.
241 7.1. Evidence of Title, On or before Title Deadline (§ 2.3), Seller shall cause to be furnished to Buyer, at Seller's
242 expense, a current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the
243 Purchase Price, or if this box is checked, ❑An Abstract of title certified to a current date, if title insurance is
244 furnished, Seller shall also deliver to Buyer copies of any abstracts of title covering all or any portion of the
245 Property (Abstract) in Seller's possession. At Seller's expense, Seller shall cause the title insurance policy to be
246 issued and delivered to Buyer as soon as practicable at or after Closing. The title insurance commitment ®Shall
247 []Shall Not commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2)
248 unrecorded easements, (3) survey matters, (4) any unrecorded mechanic's liens, (5) gap period (effective date of
249 commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the
250 year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by [ - ]Buyer
251 ®Seller,
252 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions,
253 Buyer shall have the right to review the Title Commitment. If the Title Commitment or its provisions are not
254 satisfactory to Buyer, Buyer may exercise Buyer's rights pursuant to § 8.1.
255 7.2. Copies of Exceptions. On or before Title Deadline (§ 2.3), Seller, at Seller's expense, shall furnish to Buyer and
256 , (I) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2)
257 if a Title Commitment is required to be furnished, and if this box is checked ®Copies of any Other Documents
258 (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions). Even if the box is
259 not checked, Seller shall have the obligation to furnish these documents pursuant to this section if requested by
260 Buyer any time on or before Document Request Deadline (§ 2.3). This requirement shalt pertain only to
261 documents as shown of record in the office of the clerk and recorder in the county where the Property is located.
262 The abstract or Title Commitment, together with any copies or summaries of such documents furnished pursuant to
263 this section, constitute the title documents (Title Documents).
264 7.3, Survey. On or before Survey Deadline (§ 2.3), ®Seller ❑Buyer shall order or provide, and cause Buyer (and
265 the issuer of the Title Commitment or the provider of the opinion of title if an abstract) to receive, a current 0
266 Improvement Survey Plat ❑Improvement Location Certificate ❑ (the description checked is
267 known as Survey). An amount not to exceed $ 2000 for Survey shall be paid by ❑Buyer ®Seller, if the cost
268 exceeds this amount, ❑Buyer ®Seller shall pay the excess on or before Closing. Buyer shall not be obligated
269 to pay the excess unless Buyer is informed of the cost and delivers to Seller, before Survey is ordered, Buyer's
270 written agreement to pay the required amount to be paid by Buyer.
271 7.4. Common interest Community Documents. The term CIC Documents consists of all owners' associations
272 (Association) declarations, bylaws, operating agreements, rules and regulations, party wall agreements, minutes of
273 most recent annual owners' meeting and minutes of any directors' or managers' meetings during the six -month
274 period immediately preceding the date of this Contract, if any (Governing Documents), most recent financial
275 documents consisting of (1) annual balance sheet, (2) annual income and expenditures statement, and (3) annual
276 budget (Financial Documents), if any (collectively CIC Documents).
277 ® 7.4.1. Not Applicable. This § 7.4 shall not apply.
278 7.4.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON
279 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY,
280 THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER'S
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8.
ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND
RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS, AND
RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER
OF THE, PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMEN'T'S OF THE
ASSOCIATION. IF THE OWNER DOES NOT PAY 'THESE ASSESSMENTS, THE ASSOCIATION
COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE
DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY
PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN
ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE
ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY
WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL
OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY
READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND
REGULATIONS OF THE ASSOCIATION.
7.4.3. Not Conditional on Review. Buyer acknowledges that Buyer has received a copy of the CIC Documents.
Buyer has reviewed them, agrees to accept the benefits, obligations and restrictions that they impose upon
the Property and its owners ' and waives any right to terminate this Contract due to such documents,
notwithstanding the provisions of § 8.5.
7.4.4. CIC Documents to Buyer.
7.4.4.1. Seller to Provide CIC Documents. Seller shall cause the CIC Documents to be provided to
Buyer, at Seller's expense, on or before CIC Documents Deadline (§ 2.3).
7.4.4.2. Seller Authorizes Association. Seller authorizes the Association to provide the CIC Documents
to Buyer, at Seller's expense.
7.4.4.3. Seller's Obligation. Seller's obligation to provide the CIC Documents shall be fulfilled upon
Buyer's receipt of the CIC Documents, regardless of who provides such documents.
7.4.5. Conditional on Buyer's Review, If the box in either § 7,4.4.1 or § 7.4.4.2 is checked, the provisions of
this § 7.4.5 shall apply. Written notice of any unsatisfactory provision in any of the CIC Documents, in
Buyer's subjective discretion, signed by Buyer, or on behalf of Buyer, and delivered to Seller on or before
CIC Documents Objection Deadline Q 2.3), shall terminate this Contract,
Should Buyer receive the CIC Documents after CIC Documents Deadline (§ 2.3), Buyer shall have the
right, at Buyer's option, to terminatp this Contract by written notice delivered to Seller on or before ten
days after Buyer's receipt of the CIC Documents, If Buyer does not receive the CIC Documents, or if
such written notice to terminate would otherwise be required to be delivered after Closing Date (§ 2.3),
Buyer's written notice to terminate shall be received by Seller on or before three days prior to Closing
Date (§ 2.3). If Seller does not receive written notice from Buyer within such time, Buyer accepts the
provisions of the CIC Documents, and Buyer's right to terminate this Contract pursuant to this section is
waived, notwithstanding the provisions of § 8.5.
NOTE: If no box in this § 7.4 is checked, the provisions of § 7.4.4.1 shall apply.
TITLE AND SURVEY REVIEW.
8.1. Title Review. Buyer shall have the right to inspect the Title Documents. Buyer shall provide written notice of
unmerchantability of title, unsatisfactory form or content of Title Commitment, or, notwithstanding § 13, of any
other unsatisfactory title condition shown by the Title Documents (Notice of Title Objection). Such notice shall be
signed by or on behalf of Buyer and delivered to Seller on or before Title Objection Deadline (§ 2.3), provided
such Title Documents are received by Buyer in a timely manner. If there is an endorsement to the Title
Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title
Commitment shall be delivered to Buyer. Buyer shall have five days to deliver the Notice of Title Objection after
receipt of the following documents: (1) any required Title Document not timely received by Buyer, (2) any change
to the Title Documents, (3) or endorsement to the Title Commitment. If Seller does not receive Buyer's Notice of
Title Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the
"Title Documents as satisfactory.
8,2. Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before Oft- Record Matters
Deadline (§ 2.3) true copies of all leases and surveys in Seller's possession pertaining to the Property and shall
disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not
yet installed) or other title matters (including, without limitation, rights of first refusal and options) not shown by
the public records of which Seiler has actual knowledge. Buyer shall have the right to inspect the Property to
investigate if any third party has any right in the Property not shown by the public records (such as an unrecorded
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easement, unrecorded lease, boundary line discrepancy or water rights). Written notice of any unsatisfactory
condition disclosed by Seller or revealed by such inspection, notwithstanding § 13, shall be signed by or on behalf
of Buyer and delivered to Seller on or before Off- Record Matters Objection Deadline (§ 2.3). If Seller does not
receive Buyer's notice by said deadline, Buyer accepts title subject to such rights, if any, of third parties of which
Buyer has actual knowledge.
8.3. Survey Review.
❑ 8.3.1. Not Applicable. This § 8.3 shall not apply.
® 8.3.2. Conditional on Survey. If the box in this § 8.3.2 is checked, Buyer shall have the right to inspect the
Survey. If written notice by or on behalf of Buyer of any unsatisfactory condition shown by the Survey,
notwithstanding § 8.2 or § 13, is received by Seller on or before Survey Objection Deadline (§ 23) then
such objection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice
by Survey Objection Deadline (§ 2.3), Buyer accepts the Survey as satisfactory.
8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL
OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX
LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS iN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO
SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN
THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH
AN INCREASE iN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING
DISTRICTS IN WHICH THE PROPERTY iS LOCATED BY CONTACTING THE COUNTY
TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND
BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS,
THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR.
In the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as
a result, if written notice, by or on behalf of Buyer, is received by Seller on or before Off- Record Matters
Objection Deadline (§ 2.3), this Contract shall terminate. If Seller does not receive Buyer's notice by such
deadline, Buyer accepts the effect of the Property's inclusion in such special taxing district and waives the right to
terminate for that reason.
8.5. Right to Object, Cure. Buyer's right to object shall include, but not be limited to, those matters set forth in §§ 8
and 13. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition or
commitment terms as provided in §§ 8.1, 8,2 and 8.3, Seller shall use reasonable efforts to correct said items and
bear any nominal expense to correct the same prior to Closing. if such unsatisfactory title condition is not
corrected to Buyer's satisfaction on or before Closing, this Contract shall terminate; provided, however, Buyer
may, by written notice received by Seller on or before Closing, waive objection to such items.
8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to
approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of such
right. if the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves
this Contract,, this Contract shall terminate. if the right of first refusal is waived explicitly or expires, or the
Contract is approved, this Contract shall remain in full force and effect. Seller shall promptly notify Buyer of the
foregoing. if expiration or waiver of the right of first refusal or Contract approval has not occurred on or before
Right of First Refusal Deadline (§ 23), this Contract shall terminate.
8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use
of the Property, including without limitation, boundary lines and encroachments, area, zoning, unrecorded
easements and claims of easements, leases and other unrecorded agreements, and various laws and governmental
regulations concerning land use, development and environmental matters. The surface estate may be owned
separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include
transfer of the mineral rights or water rights. Third parties may hold interests in oil, gas, other minerals,
geothermal energy or water on or under the Property, which interests may give them rights to enter and use
the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to
timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract
[e,g., Title Objection Deadline (§ 2.3) and Off - Record Matters Objection Deadline (§ 2.3)].
9. LEAD -BASED PAINT. Unless exempt, if the improvernents on the Property include one or more residential dwellings for
which a building permit was issued prior to January 1, 1978, this Contract shall be void unless (1) a completed Lead -Based
Paint Disclosure (Sales) form is signed by Seller, the required real estate licensees and Buyer; and (2) Seller receives the
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392 completed and fully executed form prior to the time when the Contact is signed by all parties. Buyer acknowledges timely
393 receipt of a completed Lcad -Based Paint Disclosure (Sales) form signed by Seller and the real estate licensees.
394 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, BUYER DISCLOSURE AND
395 SOURCE OF WATER.
396 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline (§ 2.3), Seller
397 agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's
398 Property Disclosure form completed by Seller to the best of Seller's actual knowledge, current as of the date of this
399 Contract.
400 10.2. inspection Objection Deadline. Buyer shall have the right to have inspections of the physical condition of both
401 the Property and Inclusions, at Buyer's expense. if (1) the physical condition of the Property, (2) the physical
402 condition of the Inclusions, (3) any proposed or existing transportation project, road, street or highway, or (4) any
403 other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its
404 occupants is unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before Inspection Objection
405 Deadline (§ 2.3):
406 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or
407 10.2.2. Notice to Correct. Deliver to Seller a written description of any unsatisfactory physical condition which
408 Buyer requires Seller to correct.
409 If written notice is not received by Seller on or before Inspection Objection Deadline (§ 2.3), the
410 physical condition of the Property and inclusions shall be deemed to be satisfactory to Buyer.
411 10.3. inspection Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not
412 agreed in writing to a settlement thereof on or before Inspection Resolution Deadline (§ 2.3), this Contract shall
413 terminate one day following Inspection Resolution Deadline (§ 2.3), unless before such tennination Seller
414 receives Buyer's written withdrawal of the Notice to Correct.
415 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract, is responsible for payment
416 for all inspections, tests, surveys, engineering reports, or any other work performed at Buyer's request (Work) and
417 shall pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer shall not
418 permit claims or liens of any kind against the Property for Work performed on the Property at Buyer's request.
419 Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense
420 incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover
421 all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to
422 enforce this section, including Seller's reasonable attorney and legal fees. The provisions of this section shall
423 survive the termination of this Contract.
424 10.5. insurability. This Contract is conditional upon Buyer's satisfaction, in Buyer's subjective discretion, with the
425 availability, terms and conditions of and premium for property insurance. This Contract shall terminate upon
426 Seller's receipt, on or before Property Insurance Objection Deadline (§ 23), of Buyer's written notice that such
427 insurance was not satisfactory to Buyer, if said notice is not timely received, Buyer shall have waived any right to
428 terminate under this provision.
429 10.6. Buyer Disclosure. Buyer represents that Buyer ❑Does ®Does Not need to sell and close a property to
430 complete this transaction. Note: Any property sale contingency should appear in Additional Provisions (§ 26).
431 10.7. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ODoes ®Does
432 Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing
433 the source of potable water for the Property. Buyer ❑Does ®Does Not acknowledge receipt of a copy of the
434 current well permit. ❑ There is No Well,
435 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE
436 GROUND WATER. YOU MAY WiSH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE
437 DESCRIBED SOURCE) TO DETERMINE THE LONG -TERM SUFFICIENCY OF THE PROVIDER'S
438 WATER SUPPLIES.
439 10.8. Carbon Monoxide Alarms. Note: if the improvements on the Property have a fuel -fired heater or appliance, a
440 fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the
441 parties acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide
442 alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by the applicable
443 building code.
444 11. METHAMPHETAMiN DISCLOSURE (Residential Property Only). if the Property is residential, and Seller knows
445 that methamphetamine was ever manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is
446 required to disclose such fact. No disclosure is required if the Property was remediated in accordance with state standards
447 'and other requirements are fulfilled pursuant to § 25- 18.5 -102, C.R.S. Buyer further acknowledges that Buyer has the right
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448 to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a methamphetamine
449 laboratory. If Buyer's test results indicate that the Property has been contaminated with methamphetamine, but has not been
450 remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to § 25 -18.5 -102,
451 C.R,S., Buyer shall promptly give written notice to Seller of the results of the test, and Buyer may terminate this Contract,
452 notwithstanding any other provision of this Contract.
453 12. CLOSING. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified as
454 Closing Date (§ 2.3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by
455 Buyer
456 13. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the
457 other terms and provisions hereof, Seller shall execute and deliver a good and sufficient Warrantee deed to Buyer, at
458 Closing, conveying the Property free and clear of all taxes except the' general taxes for the year of Closing. Except as
459 provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special
460 improvements installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject
461 to:
462 13.1. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents
463 accepted by Buyer in accordance with Title Review (§ 8. 1),
464 13.2. distribution utility easements (including cable TV),
465 13.3. those specifically described rights of third parties not shown by the public records of which Buyer has actual
466 knowledge and which were accepted by Buyer in accordance with Matters Not Shown by the Public Records (§
467 8.2) and Survey Review (§ 8.3),
468 13.4. inclusion of the Property within any special taxing district, and
469 13.5. other
470 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the
471 proceeds of this transaction or from any other source.
472 15. CLOSING COSTS, DOCUMENTS AND SERVICES.
473 15.1. Good Funds. Buyer and Seiler shall pay, in Good Funds, their respective closing costs and all other items required
474 to be paid at Closing, except as otherwise provided herein.
475 15.2. Closing Information and Documents. Buyer and Seller will furnish any additional information and documents
476 required by Closing Company that will be necessary to complete this transaction. Buyer and Seller shall sign and
477 complete all customary or reasonably required documents at or before Closing..
478 15.3. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by ❑Buyer ❑
479 Seller ®One -Half by Buyer and One -Half by Seller ❑Other
480 15.4. Closing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing
481 Instructions. Such Closing Instructions ❑Are ®Are Not executed with this Contract. Upon execution, ❑
482 Seller ❑Buyer shall deliver such Closing Instructions to the Closing Company.
483 15.5. Status Letter and Transfer Fees. Any fees incident to the issuance of Association's statement of assessments
484 (Status Letter) shall be paid by ❑Buyer ❑Seller ZOne -Half by Buyer and One -Half by Seller. Any
485 transfer fees assessed by the Association (Association's Transfer Fee) shall be paid by ❑Buyer ❑Seller
486 One -Half by Buyer and One -Half by Seller.
487 15.6. Local Transfer Tax. ❑The Local Transfer Tax of NA% of the Purchase Price shall be paid at Closing by ❑
488 Buyer ❑Seller ❑One -Half by Buyer and One -Half by Seller,
489 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by
490 ❑Buyer ZSciler ❑One -Half by Buyer and One -Half by Seller.
491 16. PRORATION& The following shall be prorated to Closing Date (§ 2.3), except as otherwise provided:
492 16.1. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on ❑Taxes for
493 the Calendar Year Immediately Preceding Closing ®Most Recent Mill Levy and Most Recent Assessed
494 Valuation, adjusted by any applicable qualifying seniors property tax exemption, or ❑Other
495li� 16.2. itsai,q_ Rents based on ❑Rents Actually Received ❑Accrued. At Closing, Seller shall h ans£r�ctitto
496 b" Buyer the s e osits for all leases assigned, or anv *emaia4w -eP; ,t iawrul deductions, and notify all tenants
497 in writing of such tr L u ansreree's name and address. Seller shall assign to Buyer all leases in effect
498 at t-,losmg and Buyer shall assume sue .
499 t*4,- ._.Assoc1ation Assessments. Current regular Association assessments and dues (Association Assessmepts).�
500 i advance shall be at Closing. Cash reserves held out of ibe.se War Association Assessments for
501 deferred maintenance by the Association small Ll9 XAXd&u to Seller except as may be otherwise provided by the
502 Governing Doeum ,, special assessment by the Association oi'hrrpreve�that have been installed as of
503 uttw of Buyer's signature hereon shall be the obligation of Seller. Any other special assessment assa,,se4Lprior
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504 sing Date (§ 2.3) by the Association shall be the obligation of []Buyer ❑Seller, Seller represents that
505 the Assoc la ssments are currently payable at $ per and that there are no
506 special assessments agatns tfte- REQperty except the current r n Such assessments are
507 subject to change as orgyyided_ia t#retxJ�ocuments. Seller agrees to promptly request the Association to
508 � / 60 ver to Buyer before Closing Date (§ 2.3) a current . er.
509 N /� 16.4. • ' ,
510 I 16.5. Final Settlement, Unless otherwise agreed in writing, these prorations shall be final.
511 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date at Possession Time (§ 2.3),
512 subject to the following leases or tenancies: None
513 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally
514 liable to Buyer for payment of $±e2_Vtper day (or any part of a day notwithstanding §2.5,1) from Possession Date and
515 Possession Time (§ 2.3) until possession is delivered.
516 Buycr ❑Does ®Does Not represent that Buyer will occupy the Property as Buyer's principal residence.
517 18. ASSIGNABILITY AND INUREMENT. This Contract ®Shall ❑Shall Not be assignable by Buyer without Seller's
518 prior written consent. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs,
519 personal representatives, successors and assigns of the parties. -
520 19. CAUSES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND
521 WALK - THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in
522 the condition existing as of the date of this Contract, ordinary wear and tear excepted.
523 19.1. Causes of Loss, Insurance, In the event the Property or Inclusions are damaged by tire, other perils or causes of
524 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price, Seller shall be
525 obligated to repair the same before Closing Date (§ 2.3). In the event such damage is not repaired within said
526 time or if the damage exceeds such sum, this Contract may be terminated at the option of Buyer by delivering to
527 Seller written notice of termination on or before Closing. Should Buyer elect to carry out this Contract despite
528 such damage, Buyer shall be entitled to a credit at Closing for all the insurance proceeds that were received by
529 Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the amount
530 of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the
531 event Seller has not received such insurance proceeds prior to Closing, then Seller shall assign such proceeds at
532 Closing, plus credit Buyer the amount of any deductible provided for in such insurance policy, but not to exceed
533 the total Purchase Price,
534 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including systems and components of the
535 Property, e.g. heating, plumbing) fail or be damaged between the date of this Contract and Closing or possession,
536 whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion or service with
537 a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or
538 replacement of such Inclusion, service or fixture is not the responsibility of the Association, if any, less any
539 insurance proceeds received by Buyer covering such repair or replacement, Seller and Buyer are aware of the
540 existence of pre -owned home warranty programs that may be purchased and may cover the repair or replacement
541 of such Inclusions. The risk of loss for damage to growing crops by fire or other casualty shall be borne by the
542 party entitled to the growing crops as provided in § 3.1.7 and such party shall be entitled to such insurance
543 proceeds or benefits for the growing crops.
544 19.3. Walk- Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk
545 through the Property prior to Closing to verify that the physical condition of the Property and inclusions complies
546 with this Contract.
547 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge
548 that the respective broker has advised that this document has important legal consequences and has recommended the
549 examination of title and consultation with legal and tax or other counsel before signing this Contract.
550 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as
551 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any
552 obligation hereunder is not performed or waived as herein provided, there shall be the following remedies:
553 21,1. If Buyer is in Default:
554 ❑ 21,1.1, Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest
555 Money (whether or not paid by Buyer) shall be forfeited by Buyer, paid to Seller and retained by Seller;
556 and Seiler may recover such damages as may be proper; or Seller may elect to treat this Contract as being
557 in full force and effect and Seller shall have the right to specific performance or damages, or both.
558 ® 21.1,2. Liquidated Damages. All Earnest Money (whether or not paid by Buyer) shall be forfeited by Buyer,
559 paid to Seller, and retained by Seller. Both patties shall thereafter be released from all obligations
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560 hereunder. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and not
561 a penalty, which amount the parties agree is fair and reasonable and (except as provided in § §10.4, 19,
562 22, 23 and 24), said forfeiture shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to
563 perform the obligations of this Contract. Seller expressly waives the remedies of specific performance
564 and additional damages.
565 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money
566 received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect
567 to treat this Contract as being in full force and effect and Buyer shall have the right to specific performance or
568 damages, or both.
569 22. LEGAL FEES, COST AND EXPENSES. In the event of any arbitration or litigation relating to this Contract, prior to or
570 after Closing Date (§ 2.3), the arbitrator or court shall award to the prevailing party all reasonable costs and expenses,
571 including attorney and legal fees.
572 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after closing, and is not resolved, the parties shall
573 first proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an
574 impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding
575 decisions. The parties to the dispute must agree, in writing, before any settlement is binding. The parties will jointly
576 appoint an acceptable mediator and will share equally in the cost of such mediation. The mediation, unless otherwise
577 agreed, shall terminate in the event the entire dispute is not resolved within thirty days of the date written notice requesting
578 mediation is delivered by one party to the other at the party's last known address. This section shall not alter any date in
579 this Contract, unless otherwise agreed.
580 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest
581 Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy
582 regarding the Earnest Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be
583 required to take any action. Earnest Money Holder, at its option and sole discretion, may (1) await any proceeding, (2)
584 interplead all parties and deposit Earnest Money into a court of competent jurisdiction and shall recover court costs and
585 reasonable attorney and legal fees, or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a
586 copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit
587 (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder shall be
588 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit,
589 and has not interpled the monies at the time of any Order, Earnest Money Holder shall disburse the Earnest Money pursuant
590 to the Order of the Court. The parties reaffirm the obligation of Mediation (§ 23). The provisions of this § 24 apply only if
591 the Earnest Money Holder is one of the Brokerage Firms named in § 34 or § 35.
592 25. TERMINATION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the
593 parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 23 and 24.
594 26. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real
595 Estate Commission.)
596
597 Addendum
598
599 27. ATTACHMENTS. The following are a part of this Contract:
600 Addendum
601 Note: The following disclosure forms are attached but are not a part of this Contract:
602
603 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not
604 limited to exercising the rights and obligations set forth in the provisions of Fin r an illiti onS and Obligations (§ 5)
605 - and- Property Disclosure, Inspection, Indemnity, Insurability, Buyer Disclosure and Source of Water (§ 10).
606 29, ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute
607 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether
608 oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this
609 Contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any
610 obligation in this Contract that, by its terms, is intended to be performed after termination or Closing shall survive the same.
611 30. COLORADO FORECLOSURE PROTECTION ACT. If the Colorado Foreclosure Protection Act (Act) applies, then a
612 different contract that complies with the provisions of the Act is required, and this Contract shall be void and of no effect.
613 The Act generally requires that (1) the Property is residential, (2) any loan secured by the Property is at least thirty days
614 delinquent or in default, (3) Buyer does not reside in the Property for at least one year and (4) Buyer is subject to the Act.
615 Buyer []Will ®Will Not occupy the Property as Buyer's personal residence for at least one year. The parties are
616 further advised to consult with their own attorney.
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617 31. NOTICE, DELIVERY, AND CHOICE OF LAW.
618 31'.1. Physical Delivery. All notices must be in writing, except as provided in § 31.2. Any document, including a signed
619 document or notice, delivered to Buyer shall be effective when physically received by Buyer, any signator on
620 behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker
621 working with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23) and
622 except as provided in § 312 below. Any document, including a signed document or notice, delivered to Seller
623 shall be effective when physically received by Seller, any signator on behalf of Seller, any named individual of
624 Seller, any representative of Seller, or Brokerage Firm of Broker working with Seller (except for delivery, after
625 Closing, of the notice requesting mediation described in § 23) and except as provided in § 31.2.
626 31.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or
627 written notice may be delivered in electronic form only by the following indicated methods:
628 ®Facsimile ®Email ❑Internet []No Electronic Delivery.
629 Documents with original signatures shall be provided upon request of any party.
630 31.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance
631 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in
632 Colorado for property located in Colorado.
633 32. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and
634 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 31 on
635 or before Acceptance Deadline Date ( §2.3) and Acceptance Deadline Time (§ 2.3). If accepted, this document shall
636 become a contract between Seller and Buyer. A copy of this document may be executed by each parry, separately, and
637 when each party has executed a copy thereof; such copies taken together shall be deemed to be a full and complete contract
638 between the parties.
Date: 9 -11 -09 Date: 0S lop
Buyer's Name: Board of County Commissoners of Buyer's Name
Pitkin Countv
639
Buyer's Signature
Address:
Address:
Buyer's Signature
Phone No.: Phone No.:
Fax No.: Fax No.:
Email Address: Email Address:
NOTE: If this offer is being coun or rejected, do not sign this document. Refer to §331
640
Date: 9 -16 -09 s�i'. "�'�. - mil. J�it .
� • �a� Date:
Seller's Name: Stirling �MQCooper, Sr. as Seller's Name: _
641 i`. Cooper, Sr. Revut 'ulc lr.uat
Seller's Signature Seller's Signature
Address: Stirline 11. Cooper_ Sr lr ust@Mdress:
105 Tanatzer Drive
Glenwood Sprinj4s, CO 216171
Phone No.: Phone No.:
Fax No.: Fax No.:
Email Address: in I h,t Email Address:
642
643 33. COUNTER; REJECTION. This offer is (]Countered ❑Rejected.
644
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645 Initials only of party (Buyer or Seller) who countered or rejected offer
646
END OF CONTRACT TO BUY AND SELL REAL ESTATE
647 3 BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
648 (To b mpleted by Broker working with Buyer) N
649
650 Broker ❑Do ❑Does Not acknowledge receipt of Earnest Money deposit specified in § 4.1 and, while party to the
651 Contract, agrees t ooperate upon request with any mediation concluded under § 23. Broker agrees tha arnest Money
652 Holder is other than th rokerage Firm identified in § 34 or § 35, Closing Instructions signed by B ,Seller, and Earnest
653 Money Holder must be obta don or before delivery of Earnest Money to Earnest Money Holder,
654
655 Broker is working with Buyer as a uyer's Agent ElSeller's Agent ❑Transactio roker in this transaction.
656 ❑This is a Change of Status.
657
658 Brokerage Firm's compensation or commission is be paid by ❑Listing Br rage Firm ❑Buyer ❑Other
659
Date:
Brokerage Firm's Name:
Broker's Name:
660
661 "
Broker's Sign
Address:
Phone ..
Fa o,.
mail Address:
662
663 �f n q/ 1
664 3 . ROKER'S ACKNOWLEDGEMENTS AND COMPENSATION DISCLOSURE. t
665 (To be c eted by Broker working with Seller)
666
667 Broker ODoes Not acknowledge receipt of Earnest Money deposit specified ' 4.1 and, while not a party to the
668 Contract, agrees to cooperate n request with any mediation concluded under . Broker agrees that if Earnest Money
669 Holder is other than the Brokerage ' identified in § 34 or § 35, Closi structions signed by Buyer, Seller, and Earnest
670 Money Holder must be obtained on or befor ivery of Earnest Mo o Earnest Money Holder.
.671
672 Broker is working with Seller as a Seller's Agent Agent ❑Transaction- Broker in this transaction.
673 RThis is a Change of Status.
674
675 Brokerage Firm's compensation ommission is to be paid by []Seller ElOther
676
Date:
B rage Firm's Name: �\
Broker's Name: �..
677
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Address:
Phone No.:
Fax No.: `
Email A�tiress-"
678
J
Broker's Signature
w czContract cum Copyright 1001 -1009 Initials _ _
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ADDENDUM TO FARM AND RANCH CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN
BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, AS BUYER AND STIRLING
"BUZZ" COOPER AS SELLER, DATED 9-14,2009
Thfs Addendum is made a part of that certain Contract to Buy and Sell Real Estate dated September 14, 2009
( "Contract') between Pitkin County Board of County Commissioners as buyer ( "Buyer ") and Stirling "Buzz" Cooper as
seller ( "Seller "), with respect to property known as the Quien Sabe, Rucker, Ewing, Etcetera, Tarifa, and Dick Mining
Claims, comprising 54.3 acres, more or less, in the County of Pitkin ( "Property "), In the event of any conflict or
inconsistency between the provisions of this Addendum and the Contract, the provisions of this Addendum shall govern and
control.
LIMPROVEMENT SURVEY. On or before the Off - Record Matters Deadline, Seller shall deliver to Buyer a current
Improvement Survey of the of the property certified by a licensed Colorado surveyor for the express benefit of Seller, Buyer
and the Title Company, depicting all property corners, improvements, easements and rights of way, driveways, parking
areas, walls, fences, encroachments on or off the Property, utility lines and utility installations, and restrictions of record.
Cost of the survey shall be borne by Seller. The Improvement Survey shall be in form and content sufficient to cause the
title company to issue an endorsement to its title commitment agreeing to delete from Schedule B (Section 2) of its to -be-
issued title policy standard printed exception Nos. 1, 2, and 3 at cost to Buyer. In the event the Improvement Survey
discloses matters which in the Buyer's opinion constitute defects in the merchantability of Seller's title, Buyer must give
Seller written notice of such unsatisfactory title condition(s) no later than the Title Objection Deadline. If Buyer in fact
gives such notice to Seller in a timely manner, the provisions of Paragraph 7d) of the Contract shall apply thereto. If no
such notice is timely given, buyer shall be deemed to have waived any objections to matters shown on the Improvement
Survey.
2.STANDARD SCHEDULE B -2 EXCEPTIONS. Seller shall furnish to the Buyer at Buyer's expense an endorsement to
delete standard exceptions 1.6 on Schedule B -2 of the Title Insurance Commitment.
3. COUNTY APPROVAL. Notwithstanding the signature hereto by the- Open Space Director recommending Buyer's
approval, the obligation of Buyer to perform hereunder is expressly conditioned upon the adoption by Buyer of an ordinance
authorizing the sale of the Property to Buyer pursuant to this Contract. In the event such ordinance is not duly adopted by
Buyer on or before October 14, 2009 or any extension thereof as the parties may, in writing, agree, either Seller or Buyer
may, upon written notice to the other, terminate this Contract whereupon Buyer shall be entitled to a prompt return of all
Earnest Money paid. In the event such ordinance is timely adopted. Buyer shall, at the request of Seller, re- execute this
Contract by the signature of the Chairman or Vice - Chairman of the Pitkin County Board of County Commissioners,
4. INTEREST ON EARNEST MONEY, Any and all monies paid by Buyer prior to closing shall be placed in an insured,
interest bearing money market -type account with a local commercial bank with all interest thereon to accrue for the benefit
of Buyer. Whether or not Buyer shall ever be in default under this Contract resulting in a forfeiture of its earnest money,
Buyer shall nevertheless be entitled to retain, as its sole and separate property, all interest earned on said earnest money.
7. NOTICES. Any notice, demand or document which either party is required or may desire to give, deliver or make to the
other party shall be in writing and shall be personally delivered or given by facsimile transmission or given by United States
certified mail, return receipt requested, addressed as follows:
To Buyer- Attn: Dale Will
Director, Pitkin County Open Space and "trails
530 Fast Main Street, Y Floor
Aspen, CO 81611
Facsimile No.: (970) 920 -5198
With copy to: John Ely, County Attorney
Pitkin County, Colorado
530 East Main Street
Aspen, CO 81611
Facsimile No.: (970) 920 -5198
�s
$'�-4��s4
To Seller: Stirling Cooper Q `
G f e tA.,) C& S,;^ 9 s 7 Cb (oia dc,
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Any notice, demand or document so given, delivered or made by United States mail shall be deemed to have been given
three (3) days after the same is deposited in the United States mail as certified matter, addressed as above provided, with
postage thereon fully prepaid. Notice by facsimile transmission shall be deemed given upon receipt of a confirmation by
sender and notice by personal delivery shall be deemed given when received,
8. MISCELLANEOUS.
(a) Saturday. Sundav or Holiday. If anytime period referred to in this Contract shall end on a Saturday, Sunday
or legal holiday, such time period shall automatically be extended to the first regular business day thereafter.
(b) Controlline Law, This Contract shall be construed in accordance with and governed by the laws of the State of
Colorado. The parties hereto agree and intend that the proper and exclusive forum for any litigation of any
disputes or controversies arising out of or related to this Contract shall be the District Court for Pitkin County,
Colorado. For purposes of any litigation, the parties consent to the chosen forum for purposes of,jurisdiction and
venue.
(c) Counteroarts, This Contract (or any amendments, modifications or extensions hereol) may be executed in
several counterparts and, after execution and as executed, shall constitute an agreement binding on all of the parties,
notwithstanding that all of the patties are not signatories to the original or the same counterpart.
(d) Further Assurances, Each of the parties agree to execute, acknowledge, deliver, file and record, or cause to
be executed, acknowledged, delivered, filed and recorded such further instruments and documents and such
certificates, and to do all things and acts as the other party may reasonably require in order to carry out the
intentions of this Contract and the transaction contemplated hereby.
(c) Survival. All of the warranties and representations contained in this Contract of an ongoing nature or intended
to survive shall survive the actual closing of the transaction contemplated thereby.
(1) Construction. No provision of this Contract shall be construed against or interpreted to the disadvantage of any
party by reason of such party having or being deemed to have requested, drafted, required or structured such
provision, It is the intention of the parties that the party who employed the scrivener to prepare this Contract not
be prejudiced by virtue of such act, nor shall tills Contract be construed against such party by virtue of its actions
in retaining the scrivener.
(g) Attornevs' Fees. In the event of any action for breach of, to enforce the provisions of, or otherwise involving
this Contract, the court in such action shall award a reasonable sum as attorneys' fees to the party who, in light of
the issues litigated and the court's decision on those issues, was the prevailing party in the action. If u party
voluntarily dismisses an action, a reasonable sum as attorneys' fees shall be awarded to the other party.
9. Partial Assignment to the Citv of Aspen. Notwithstanding the provisions of Paragraph 17 above, Seller
may assign this contract, in part, to the City of Aspen for the purpose of assisting Buyer with the payment of
the purchase price, provided, however, that such a partial assignment is not a Buyer's contingency, and
nothing in this paragraph is intended to modify the deadlines for Buyer's approval and performance as
otherwise provided herein.
q[t5 (a.7
10. Naming of Property. The Buyer agrees that the Property will be named the "Stirling
Cooper Open Space," and that Seller may maintain a memorial plaque along a public trail
within the Property in honor of his late son.
11. Seller and Buyer acknowledge that Seller claims certain rights regarding unpatented
mining claims on federal lands adjacent to or near the Property. Seller hereby agrees not
to seek to perfect patents on such unpatented claims or otherwise convert them into
private land, and in addition agrees not to sell or convey or otherwise dispose, or to seek
to diminish or restrict public access thereon. Provided, however, this provision shall not
preclude a transfer of these unpatented mining claims by Seller to his heirs, devisees and
legatees by deed. will or intestacv. The provisions of this subsection shall survive the
closing contemplated herein.
12. 1031 Tax Deferred exchange. The parties acknowledge that Seller may wish to have
the transaction contemplated hereunder oualifv as a tax deferred exchange or a time
delaved exchange under Internal Revenue Code Section 1031 and similar provisions of
the Colorado income tax laws. Accordingly. Buver agrees. at the request of the Seller, to
cooperate fullv and to participate with Seller in consummating such exchange transaction.
provided that the exchange occurs at no additional expense to Buver. Buver agrees to
permit the Seller to substitute other persons to act in his capacity in this contemplated
transaction, and will cooperate otherwise as reasonablv reauired in such event.
13. Seller and Buver each represent and warrant there are no brokers involved in this
transaction.
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