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Home My WebLink Aboutbocc.ord.034.2001 AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO,AUTHORIZING THE CHAIR TO EXECUTE THE NECESSARY DOCUMENTS TO CONVEY TO CASTLE CREEK INVESTORS,INC.,THE COUNTY'S INTEREST IN THE TRANSFERABLE DEVELOPMENT RIGHTS ASSOCIATED WITH THE 87, THE UNCLE SAM AND THE LAST RESORT MINING CLAIMS AND TO ACCEPT CASTLE CREEK INVESTORS, INC.,INTEREST IN THE UNCLE SAM AND LAST RESORT MINING CLAIMS ORDINANCE NO. - 2001 1. Pitkin County (the "County") shares ownership of the 87 Lode mining claim U.S.M.S. #6116, the Uncle Sam Lode U.S.M.S. #7675 and the Last Resort Lode mining claim U.S.M.S. #6428, (the "Mining Claims") in the Highlands Mining District with Castle Creek Investors Inc. ("CCI"). The County owns approximately seventeen percent (17%), on average, undivided interest in the three mining claims. 2. The Mining Claims are zoned Rural and Remote under the Pitkin County Land Use Code and have been deed restricted against development in exchange for the issuance of TDR certificates. One certificate has been issued for each of the mining claims. 3. CCI has approached the County with a proposal to acquire the County's interest in TDR certificates. The offer from CCI is to acquire the County's interest in the three TDRs is for a total of $150,000.00, $50,000.00 for each of the three TDR certificates. Further, CCI proposes to convey to the County all of its interest in the Uncle Sam and Last Resort mining claims. 4. This offer is contingent upon the TDR certificates being received by properties outside the Rural and Remote Zone District. NOW THEREFORE, be it ordained by the Board of County Commissioners of Pitkin County, Colorado that the Board of County Commissioners authorizes the Chair to execute the necess cements, as approved by the County Attorney, to effect the sale of the County's interest in each of the three TDR certificates for $50,000.00 each, to accept CCI's interest in the Uccle—§am and Last Resort Mining claims by special warranty deed, and to provide t at the TDR certificates shall be received by properties outside the Rural and Remote Zone District. INTRODUCED, FIRST READ AND SET FOR PUBLIC HEARING ON THE 11TH DAY OF JULY, 2001. NOTICE OF PUBLIC HEARING PUBLISHED IN THE WEEKEND EDITION OF THE ASPEN TIMES ON 21"DAY OF JULY, 2001. 459263 iIIIIIIIIIIIIIIIIIIIIItIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIO Page: I of 2 0//0 11/20 1 02:54F Ordinance No. j 2001 Page 2 APPROVED UPON SECOND READING AND PUBLIC HEARING ON THE 8th DAY OF AUGUST, 2001 PUBLISHED AFTER ADOPTION IN THE WEEKEND EDITION OF THE ASPEN TIMES ON THE 18th DAY OF AUGUST,2001. ATTEST: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By. L �J anette Jones, De ty Clerk Michael C. IreldAd Chair Date: Off- 10 -0 I APPROVED AS TO FORM: _ - —�, yj'�.�.-.ems��:t�t�-✓'b� John M. y Attorney Hilary F cher Smith, County Manager I/ords/cci tdr ord.doc 459263 I IIIIII IIIII IIIIIIIIII IIIIII III IIIIIIII III IIIII IIII IIII page: O 10/01/2 0 00 2.54F SILVI CONTRACT TO BUY AND SELL TDR CERTIFICATES THIS CONTRACT is made and entered into this-A day of &V,0/ 2001,by and between CASTLE CREEK INVESTORS,INC.,a Colorado corpo 'on,hereinafter referred to as the "Purchaser" and the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, hereinafter referred to as the "Seller". WITNESSETH WHEREAS, Purchaser and Seller are co-owners of the following mining claims located in the Highland Mining District, known as the 87, Uncle Sam and Last Resort Lode Mining Claims, and; WHEREAS, Purchaser desires to transfer and convey its rights in an to the surface of the Uncle Sam and Last Resort mining claims to Seller in exchange to the transfer and conveyance by Seller to Purchaser of 100%of the transferrable development rights related to all three said mining claims; and WHEREAS,The parties desire to set forth herein the terms and conditions related to the sale and resale of the Certificates; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements of the parties,and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Sale of Transferrable Development Rights. Purchaser agrees to buy, and Seller agrees to sell, on the terms and conditions set forth below, all of Seller's right, title and interest in and to the transferable development rights, as that term in used and defined in the Pitkin County Land Use Code, which are appurtenant to the following mining claims located in the Highlands Mining District in Pitkin County, Colorado, and in particular, to the Transferable Development Rights Preservation Site Certificates(the"Certificate"or"Certificates")which have been issued by Aspen/Pitkin County Community Development Department with respect to each mining claim, to wit: (1) The 87 Lode Mining Claim, U.S.M.S. #6116; (2) The Uncle Sam Lode Mining Claim,U.S.M.S. #7675; and (3) The Last Resort Lode Mining Claim, U.S.M.S. #6428; 2. Purchase Price/Consideration. The purchase price to be paid by Purchaser for each Certificate representing the Seller's interest in the transferrable development rights appurtenant to each of the mining claims shall be $50,000.00, for a total purchase price of $150,000.00. As additional consideration,Purchaser shall convey to Seller at Closing all ofPurchaser's right,title and interest in and to the surface of the Uncle Sam and Last Resort mining claims. 3. Payment of Purchase Price. The purchase price for each Certificate issued for each of the mining claims shall be due and payable in the form of certified funds or by wire transfer at Closing, as defined below. 4. Obligation to Obtain Certificates and Restrictions on Use. The Purchaser has, at its expense, obtained a Certificate from the Aspen/Pitkin County Community Development Department for each of the mining claims listed above. Each Certificate is subject to a restriction that prohibits its utilization in connection with development of a receiver site within the Little Annie Rural and Remote Zone District. 5. Closing/Conygyance. Closing shall occur at the offices of Freilich, Myler, Leitner &Carlisle in Aspen,Colorado on the 30th day following approval and execution of this Contract by Seller. At Closing (i) Seller shall convey and assign all of its right, title and interest in the transferrable development rights for each mining claim, as represented by the Certificate(s), by execution and delivery to Purchaser of a good and sufficient Bargain and Sale Deed, or other acceptable document,in return for Purchaserpaying to Seller the purchase price associated with such Certificate(s) as set forth above; and (ii) Purchaser shall convey and assign to Seller by Special Warranty Deed,all of Purchaser's right,title and interest in and to the surface of the Uncle Sam and Last Resort mining claims. Title to the Uncle Sam and Last Resort mining claims shall be conveyed free and clear of all monetary liens and Purchaser shall obtain and pay the premium on a policy of title insurance in the amount of$50,000.00 within 30 days after Closing. Each party shall pay its own closing costs, including attorney's fees, and shall execute such other documents as may reasonably be required or requested of the other party in order to complete the transaction contemplated herein. 6. Entire Agreement. This Contract constitutes the entire agreement between the parties hereto, and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding the subject matter of this Contract. No supplement, modification or amendment of the Contract shall be binding unless executed in writing by the parties hereto. 7. Counterparts/Facsimile. This Contract may be executed in one or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. A facsimile signature shall have the same effect as an original signature. Nevertheless,the executed document with the original signature shall be delivered to the non-signing party within three(3) days after execution. 8. Assignment. Purchaser may assign its rights hereunder at any time at or prior to closing. -2- 9. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Colorado, and the parties hereby consent to the exclusive jurisdiction of the Colorado state courts in the event of any controversy or suit arising hereunder. Venue shall be in Pitkin County, Colorado. 10. Severability. If any provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 11. Notices. All notices and other communications tendered in connection with this Contract shall be in writing,and shall be deemed to have been duly given when delivered in person or by telefax,or on the third day after mailing,if mailed registered or certified mail,postage prepaid and properly addressed as follows: To Purchaser at: John W. Miller, President Castle Creek Investors, Inc. 1490 Silver King Drive Aspen, CO 81611 Phone&Fax: 970-915-4024 With Copy to: David J. Myler, Esq. Freilich, Myler, Leitner& Carlisle 106 South Mill Street, Suite 202 Aspen, CO 81611 Phone: (970) 920-1018 Fax: (970) 920-4259 To Seller at: County Manager 506 E. Main Street Aspen, CO 81611 Phone: (970-920-5200) Fax: (970-920-5198) With Copy to: County Attorney 506 E. Main Street Aspen, CO 81611 Phone: (970-920-5190) Fax: (970-920- 5198) -3- 12. Recordine. The parties agree that this Contract shall not be recorded in the public records. 13. Bindine Contract. Upon execution of this Contract by both Purchaser and Seller, this instrument shall become and be deemed a binding contract between Purchaser and Seller. The effective date of the Contract shall be the latest date of execution by either Purchaser or Seller. In no event shall any time periods under this Contract begin to run until this Contract has been fully executed by both Seller and Purchaser and Seller has delivered to Purchaser a fully executed original counterpart of the same. PURCHASER: CASTLE CREEK INVESTORS, INC. By: 9li J W. Miller, President Date of Purchaser's Signature 4 SELLER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: Michael C. Irefand, Chairman Date f Seller's Signature A'J'TE T: ;I 4 Jean a Jones,bepul r erk H.\IX g�CIbUKCI`Cml t Sw s11 roa cmlr kLv -4- FIRST AMENDMENT TO CONTRACT FOR VALUE RECEIVED,the receipt and sufficiency of which is hereby acknowledged,the undersigned hereby revise and amend Paragraph 5 of that certain "CONTRACT TO BUY AND SELL TDR CERTIFICATES"by and between them dated August 10,2001,to provide that the date of closing shall be October 9,2001. In all other respects,the aforementioned Contract shall remain in full force and effect. PURCHASER: CASTLE CREEK INVESTORS, INC. BY: DATE:��O 6 HN W. IL , RESIDENT SELLER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO BY: ' 1 DATE: e4"d5--c/ ATTEST: -C�IAr JV7NEtTE JO S, DEPUTY CLERK l FAClient\CCI\Contract Amendment.wpd