HomeMy WebLinkAboutbocc.con.296.2012 ���-r�►cT#�����
�r���-�.� }
AN ORDINANCE OF THE
BOARD OF COUNTY COMI��IISSIONERS
OF PTTI�N COUNTY,COLORADO,AUTHORIZING SALTONSTALL
PROPERTY ACQUISITION.
ORDINANCE#G�7 ,SERIES OF 2012
RECITALS
1. The Voters of Piticin County and the Pitkin County Corrunissioners established an Open
Space and Trails Fund for the purposes of preserving and providing open space and trails
resources, 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 agriculture, open space,
habitat,scenic view planes,and recreational routes on public lands.
3. The Saltonstall property(the"Property") includes two landscapes straddling the boundary of
Pitkin and Eagle Counties; wild lands on the Crown, and a broad plain of agricultural land
irrigated by the Home Supply Ditch at its base.
4. The Saltonstall property is just outside Pitkin County,but possesses natural,wildlife,scenic,
recreational,and agricultural values that are important to the citizens of Pitkin County.
5. Development of the Properry would result in loss of important habitat, would degrade the
scenery of the mid valley, and would forever block the possibility of public access on the
property between the Rio Grande Trail and fedecal lands on the Crown.
6. On March 1, 2012,the Pitkin County Open Space and Trails Board recommended that the
BOCC approve the pmposed Contract as including a fundraising contingency through July
2,2012. �
NOW THEREFORE BE IT ORDAINED by the Board of County Commissioners
of Pitkin County,Colorado,that:
l. The Board approves an expenditure of up to $1,866,250 for the Saltonstall
property of approximately 145 acres, including all appurtenant water rights, and
riparian conservation easement of approximately 25 acres.
2. Upon approval of the form by the Open Space Director and County Attorney,the
Chair is authorized to re-execute the attached Contract.
RECEPTION#:593896, 11/13/2Q1 Z at
02:57:44 PM,
1 OF 46, R Ea.00 Doc Code ORDINANCE 5 i
Janice K.Vos Caudill, Pitkin County,CO �
3. Upon approval of the form by the Open Space Director and County Attorney,the
Chair is authorized to execute other documents needed to consummate this
transaction.
4. After acquiring the property,the County may convey a conservation easement to
Eagle County and/or another mutualty agreed upon qualified organization,as
provided for under the Pitkin County Home Rule Charter Article 13.5.3.
5. That adjustrnents be made to the year 2012 budget as follows:
OPEN SPACE AND TRAILS FUND
Previous Revised
BudEet This Change Proi Budget
Saltonstall Property Acquisition
ExpendituTe $0 $1,866,250 . $1,866,250
INTRODUCED, FIRST READ, AND APPROVED ON THE 14th DAY OF
March,2012.
NOTICE OF PUBLIC HE G PUBLISHED IN THE ASPEN TIMES
WEEKLY ON THE�s� DAY OF v�••2012.
�'d Q/'T'-�� UPON SECOND READING AND PUBLIC HEARING ON
THE �-51�- �c.� �G�ve.� � '�or n—
PUBLISHED AFTER ADOPT�ON IN HE WEEKEND EDITION OF THE
ASPEN TIMES ON THE S� DAY OF ,2012.
TEST: BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY,COLORADO
,
� G2�� i' � ���
J nette Jones Michael M. sley
D puty Clerk Chair
Date: ?J'/'�'�'��S'
6
�
_�_
.__. . . . . -- - �-- �....W....r .
A.PPROVED AS TO FORM:
_...------'.�
John Ely 7on Peacock
Co ttorney County Manager
Dale Will,Director �
Open Space and Trails Program
Ordinance��-2012
7
�
�NTRACT#���z' '
l The priaoed portiais of d�is form,except differrntiat�d additions,have bcrn approved by the Colo[sdo Real Estate Commission.
2 (CBS4-10-I1)(MandaWry 1-12)
3
4 THIS FORM HAS IMPORTANT LEGAL CONSEQUEWCES AiVD THE PARTIES SHOULD CONSULT LEGAL AND TAX OR
5 OTIiER COUNSEL BEFOItE SIGNMC.
6
, AMENDED AND RESTATED CONTRACT TO BUY AND SELL REAL ESTATE
$ � (I,ANll)
9 (� Property with No Residences)
�o (�Property with Residences-Residential Addendum Attached)
�i
�Z Date:Augast 18.2012
13 AGREEMENT
14 l. AGREEMENT. Buyer and Seller previously entered into that certain Conhact to Buy aad Sell Real Estate dated Fcbruazy
IS 9,2012,Agreement to Amend/Eztend Contract dated Febniary 17,2012,Agreement to Amead/Eztend Contract dated March 13,
16 2012,Agreement to Amend/F.xtend Contract dated March 27,2012 ("collectively,the`Trior ContracP�. 3aid Prior Contract is
t7 hereby amended and restated in its entirety as set foRh hereia Buyer,identified in§2.1,agrees to buy,and Seller.identified ia
18 §23,agrecs to sell,the Property descnbed beiow on the terms and conditions set forth in this eontract(Contract).
t9 2. PARTIES AND PROPERTY.
20 2.1. Buyer. Buycr,Board of Countv Cammissioners,P'stkin Countv,Colorado,will talce tide to the Properry described
21 below '
22 2.Z. Assignability and Inurement This Contract ❑Shall �S�all Not be assignable by Buyer without Seller's prior
23 written consent. Except as so restricted, thu Contract shall inure to the benefit of and be biading upon the heirs, persoual
24 representatives,successors aad assigns of the parties.
25 2.3. Seller. SeAer,%z AS Ranch FIoldin¢s.LLC,is the currern owner of the Property desenbed below.
26 2.4. Property. lhe Property is the foilowing legally descnbed real estate in the Counry of Eaele.Colorado:
27
28 SeeAddendum to Contract atrrrched hereto and made a part hereof,
29
3o known as No.794 Hook Spur Road.Basalt Colorado 81621
31 Sh'eet Address City . Siate Zip '
32 together with the interests,easements,rights,benefits,improvements usd attached fixtures appurtenant thereto,and all interest of
33 Seller in vacated streets and alteys adjacent thereto,exccpt as hercin ezcluded(Property).
34 2S. Inclnsions. The Purchase Price includes the following items(Inclusions):
35 ZS.1. Fiatures. All fixtures attached to the Property on the date of this Contract_
36 Other Fixtures: None other. .
37
38 If any fixnu�es are attached to the Property after the date of this Coatsact,such additional fixtures are aiso includod in the Purchase
39 Prica
40 2.5.2. Personal Prop�rty. If on the Property whether attached or not on the date of this Contract See Addendum
41 lo Conlract. �
42
43 OtLer Personal Property: See Adde»dun►to Contract.
44
45 The Personal Property to be conveyed at Gosing shall be conveyed by SeAer free and clear of ai1 taxes(accept
46 pecsonal proputy taxes for the year of Closing),liens and encumbrances,except uo�.Conveyance shall be by bill of sale or othcr
4� applicable legal instrument
a8 2.53. Trade Fixtures. With respect to trade fixtures,Seiler and Buyer agree as follows: Not applicable.
49
Na CBS4-10-11. CW�iI7UCT TO BUY AND SELL REAL ESTATE(LAND) Page 1 ot l4
BUS RE�4437857.1
• �
�._._.._.�.----_____�._T_.__�..�_. ,...-.-... .--__--- _�_�_,—�---------r^--•---
50
SI , .
52
53 2.5.4. Water Rights,Water and Sewer Taps.
S4 25.4.1. Deeded Water Rights. 'I�c following legally descnbal water rig6ts: See�4ddendum to Contract.
55
56 Any water rights shalt be conveyed hy �bareain and sale Deed ❑Oth�'applicable legal insuumern
57 � 2_5.4.2. Well Rights. If any water well is tn be transferred to Buyer;Seller ag�ees co supply requmd
58 infoimation about such well to Buyec Buyer understands that if thc well to bc hansfemed is e Smatl Capacity Well or a Domestic
59 Exempt Water Well used for ordinary household purposes,Buyer shall,prior to or at Closing,complete a Change ui Ownership
60 form for the we1L If an existing well has not been registered with the Colorado Division of Water Rcsaurces in the DepaRment of
61 Natural Resoutces (Division), Buyer shaU complete a registration of existing well fomi for the well and pay the cost of
62 registradon If no person will be providing a closiug service in co�ection with the transaction,Buyer sha.11 file the form with tl�e
63 Division within sixty days after Closing.The Well Permit#is 206261 206262 and 206263 aad shall be transferred to Buver at
64 Closine subiect to the provisions of Section 3 of the Addendum to ConOract reeard'mf!Seller s reservation of one of tt�e three
65 weUs.
� 2.5.43. �Water 5tock Certificates: See Section 4 of the Addendum attached hereto and made a part
67 hereo�
68 '
69 '�:�-4—a1�VeEer'�'e� r�c..._.__�r
70 �
71 8�@�6E�PE fCS�2�B$S-�AF ' a. °e"'°•"..
7Z ZS.4.5. Other Rights:None o[ber.
73
�4 25.5. Growiug Crops. With respect to growing crops, Seller and Buyer agree as follows: See dddendum to
75 Con�ract.
76
77 2.6. Ezclusions. The following items are excluded(Exclusions): See Addendum to Co►rtract.
78
79 3. DATES AND DEADLIlVES.
Item Na Reference Event Datt or Deadi[ue
l ¢4.2 Alternarive Earnest Mo Dcadline Sce Secdon 1 ,Addcndum
Tide and Associstion
2 §7_1 Record Title Deadline See Section 1 ),Addend�m
3 §7.2 Exc tions Re uest Dcadline See Section� ).?►�um
4 §8.! Record Tide Ob'ection Deadline See 5ection 1 b,Addendum
5 p 8.2 Off-Record Title Deadlinc $ee Section 1 Addendum
6 §8.2 Off-Record Title Ob'ection Deadline See Section i b,Addendum
7 ¢83 Tide Resolutioa Deadline S tember 7,2012
8 §7.3 Association Documeats Deadline N/A
9 �73 Association Documents Ob'ection Deadline N/A
10 �8.5 Ri ht of First Refusal Deadline N/A �
Seller's Pro e Disclosure
11 � 10.1 Scller's Pro Disclosure Deadline See Section 1(b),Addendum
Loan and Crsdit
12 �S.I Loan A lication Deadline PUA
13 4 5.2 Loan Condi6ons Deadline 1V/A
14 §5.3 Bu 's Credit Infoimation Deadline N/A
15 §53 Disa roval of Buyer's Ciedit Information Dcadline N/A
16 �5.4 Existin Loan Docwnents Deadline N!A
17 §5.4 Existin Loan Documents Ob'ection Deadline N!A
18 §5.4 Loan Transfer val Deadline N!A
No.CBS4-10-11. COIVTRACT TO BUY AlYD SELL REA4 ESfATE([.AND} Paee 2 of 14
BUS RE�4437657.1
- /
�
__._.--�--,______.-__..-_-.__....,_.-.__. --•*--- .._._...--------�-`-,-_,.�_._y...__.__--- ---
..w,.,.�..,.....,....�.
A raisal
19 §6.2 A raisal Deadiine Au st 3 t,2012
20 . §b.2 A raisal Ob'ection Deadline tember 7,2012
Surve
21 §9.1 Current Survey Deadline Au l7,2012
22 §9.2 Current Survey Ob'eccion Deadline S tember 7,2012
In ection and Dae Dili nce
23 § 10.2 Inspectioa Ob'ection Dead(ine Au 31,2012
24 � 103 Ins ection Aesolution Deadline S tember 7,2012
25 § 10.5 Property Insurance Ob'ection Deadlu�e S tember�,2012
26 § 10.6 Due Dili ence Documents Deli Deadline See 5ection 1 ,Addendum
27 § 10.7 Due Dili ence Documents Ob'ection Deadline S tember 7,2012
28 § 10.8 Environmental I ection Ob'ection Deadliae Se tember t4,2012
29 � 10.8 ADA Evaluation Ob"ection Deadline PIJA
30 � 11.1 Tenant Esto 1 Statements Deadline N:'t\
• 31 � 11.2 Tenant Fsto el Statemeats Ob�ection Dendiine N!A
Ctasin and Possessioa
32 � 12.3 Ctosin Date Ocrober l,20I2
33 §l7 Possession Date U n Closi
34 § 17 Possession Time n Clasin
35 28 Acce tance Desdline Date Not A licable
3b §28 Acce taace Deadline Time Not A licable
80 Note:Appticability of Terms.
8l Any box,blank ar linc in this Contract left blank or completed with the abbreviation"N/A",a the word°Deleted"means such
B2 provisioa in Dates aad Deadlines(§3),including any deadline,is not applicable and the coaesponding provision of this Contract
83 to which reference is made u deleted.
64 The abbreviation"MEC"(mutual cxecution of this Contract)means t6e date upon which both parties have signed this ContracL
85 4. PLRtCHASE YRICE AND TERMS.
86 4.1. Priee and Terms. The Purchase Price set forth below shall be payable in U.S.Dollars by Buyer as follows:
Item No. Reference Item Amouut Amount
1 4 4.1 Purchase Price S S,OOO,OQ0.00 ,
2 §4.2 Earnest Money ' S l00,000.00
3 §4.5 Ncw Loan N.�A
4 §4.6 Assumption Balance NiA
5 §4.7 Seller or Private Financin N'A
6
7
. 8 §4.3 Cash at Closin S 4,900,OOOAO
9 TOTAL S 5,000,000.00 S 5,000,000.00
87 4.2. Earnest Moaey. The Eamest Money set forth in this section,in We form of personal check or wire transfer,shall be
88 payabk to and held by Piticin County Title.Inc.(Earnest Money Holder),in its trust aeeount,on be6alf of both Seller and Buyer.
89 The Earnest Money dcposit shall be tendered with this Contract unless the pazties mutually agree to an Alternative Earnest
90 Money Deadline(§3) for its payment If Eamest Money Holder is other t6an the Brokerage Firm identified in §33 or§34,
91 Closing Instructions signed by Buyer,Se11er and Earnest Money Holder must be obtained on or before delivery of Eamest Money
92 to Eamest Money Holder.The parties authoriu delivery of the Earnest Money deposit to the company conducting.ihe Closing
93 (Closing Company),if any,at or before Closing.
94 ,
No.CBSI-14-11. CONTRACT TO BUY AIYD SELL REAL ESTATE(LAND) P�e 3 ot 14
BUS RFAA37857.1
----- —
��..._.----__._ .._..-----r—�--_---._ . . . __...j..__. __. _ __._.....----t^'�t"��.tm�.----�--- ---e^_'---�-
95
96 .
97 4.Z.1. Atternative Earnest Money Deadline. The deadiine for delivering the Earoesc Money,if other than at the
9S time of tender of this Contract is as set forth as the Alternative Esrnest Money Deadline(§3).
99 4.2.2. Return of Earnest Money. If Bnyer has a Right to Terminate and timely tetminates, Buyer shall be
10o enrided to the retum of Earnest Moaey as provided in this Contract lf this Contract is terminated as set forth in§25 and,except as
!01 provided in�24,if the Earnest Money has nvt already been renuned following receipt of a Notice to Terminate,Seller agrees to
102 execute aud return to Buyer or Broker working with Buyer,writtea mutuai instructions,i.e_,Earnest Money Rele�e focm,withia
t 03 tiuee days of Sellei s receipt of such form ,
104 43. Form of Funds;Time of Payment;Fands Available.
l05 43.1. Good Funds. All amounts payable by ihe parties at Closing,including any loan proceeds,Cash at Closing
106 and closing costs,shall be in funds that cocnply with all applicable Colorado taws, iacluding electronic transfer funds.certifud
107 check,savings and loan tellu's check and cashier's check(Good Funds).
108 4.3.2. Availahle Funds. All funds rcquiced to bc paid at C3osing or as otherwise agreed in writing between the
109 parties shall be timely paid to allow disbucsement by Ciosing Company at Closing OR SUCH PARTY SAALL BE IIV DEFALII.T.
110 Buyer represents that Buyer,as of the date of this Contract, ❑Does �Does Not have funds that are immediately veci5able and
111 available in aa amount not(ess than the amount stated as Cash at Closing in§4.1.
1 t2 4.4. Se11er Concessioa. Omitted as inapplicable.
I 13 4.5. New Lo�n Omitted as inapplicable.
114 4.6. Assumption. Omilted as innpplicable.
1 I S 4.7. Se11er or Private Financin�. Ornitted as irarppficable_
t 16 TRANSACTION PROVISIONS
117 5. FIIVANCI1�iG CONDITIONS AND OBLIGATIONS. Omitted as inapplicable.
118 6. APPRALSAL PROVISIONS.
119 6.1, l.ender Property Requirements. Oniitred as inapp/icabfe.
120 6.2. Appnisal Coadittun. The applicable Appraisal provision set forth below shall apply to the r�spective loan type set
�2 t forth in§4.5.3,or if a cash transaction,i.e.no financing,§6.2.1 shall apply.
122 6.Z.1. CoaventionaUOther. Buyer shall have the sole option and elcction to termioate this Conuact if the
l23 Property's valuatioa is less than the Purohase Price deternu�d by aa appraiser engaged on behalf of$uver.The appraisal s6a11 be
124 rxcived by Buyer or Buyer's lender on or before Appraisal Deadline(§3).Buyet shall have the Right to Teraritiate under§25.1,
125 on�before Appraisat Objection Deadliae(g 3),if the Propecty's vahsation is less than the Puc�hase Price and Seller's receipt of
126 either a eopy of such appraisal or written notice from lender that confums the Property's valuation is less than the Purchase Price.
127 63. Cost of Appraisal. Cost of any appcaisa( to be obtained after thc date of t6is Contract shall be amely paid by
128 �Boyer ❑Seller.
t29 7. EVIDENCE OF TITLE AND ASSOCIATION DOCUMENTS.
130 7.1. Evidence of TitEe. On or before Record TiUe Deadline(§3),Seller shall cause to be fiunished to Buyer,at Seller's
133 expense,a current commiunent for ownePs title insurance policy(Tide Commitmeat)in an amount equal to the Purchase Price,or
132 if this boz is checked, ❑An Abstraet of tide certified to a cwrent date.If titk iasura�e is furnished,Seller s6a11 also deliver to
133 Buyer copies of any abstracu of ticle covcrin�all or any portion of the Propetty(Abstract) in Selkr's possessioa At Selkt's
134 expense,Seller sLall cause the tide iasurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing.
135 The tiUe insurance commitment �Shall ❑Shall Not commit to delete or insure over the standard exceptions w6ich relate to:
136 (t)parties in possession,(2)unrecorded easemeuu,(3)survey maners,(4)unrocorded mechaztics'liens,(5)gap period(effeetive
137 date of commitment to date deed is recorded),and(6)unpaid taxes,assessmeqts and umedeemed tax sales prior to the yeaz of
138 Closing_Any additional premium expense co obtaia this additional coverage shall be paid by ❑Buyer �Seller.
139 Note: The tide insurance company may not ag�ec to deleu or insure over any or all of the standard exceptio�.Buyer,shatl have
140 the right to revicw the Tide Commitment,its provisions and Tide Documents(defined in�7.2),and if not satisfactory to Buyer,
141 Buyer may exercise Buyer's righu pursuant to§8.1.
142 7.2. Copies oF EYCeptions. On or before Record Title Deadliae(§3),Selkr,at Seller's expence,shal)fiunish to Buyer
IA3 °-a (1)copies of any plats,�clarations,covenants,conditions and restrietions burdening
144 the Property, aad(2) if a Tide Commitment is required to be furnished, and if this box is checked � Copies of any Other
No.CSS4-30-1 l. COIYI'RACC TO BIJY AIYD SELL itEA[.ESTATE(LAND) Page 4 ot 14
BUS RE'.4437857.1
— �
._..__�,�__.�..-------._.__._.�.__ .__.,...... ___._.___.. �._..T._..._.__.�.._.._.__.�.---�------
-------- _. _ .------ � ,
145 Documents{or,if iliegible,summaries of such documents)listed in the schedute of exceptio�s(Bxceptio�).Even if the box is not
l46 checked,Seller shall have thc obligation to furnish these documents pursuanc to this section if requested by Buyer auy tiute on or
l47 beforc Ezceptioas Reqnest Deadtine(§3).This reguirement shall pertain only to documeatc as shown of record in thc office of
148 thc clerk and recorder in the county where the Propetty is located.The Abstract or Tide Commitment,togetl�er with any copies or
149 summaries of such documents fwnished pursuant to ttus section,constitute the ride documents(collectively,Title Docummts).
t 50 73. Homeowners'Association Documeats. Omitted as inapplicable.
�rvi+DDADL`DTV tC 1 A/'��TL`i�\17iTIIiN • /�AM11.lAN
�5� 7.3.1. Common Interest Commnoity Discfosvre. -�-���__ 'ao avca�:aa ��=sa� a:cvs u xv:
�52 �"�'�DFCT l�AA<1lt�IlU1Tl� A1L� iC CfiOR-`/'T TA TLF T1C!`i AOATfAI►i L`AD Qtlf�II f�A1�,f1R1fN17'�I TQL` AlI/RiSO
�53 vf'�'Q@ DDADTiOTY �/'fi i UC DC iil'tIE�T TA DL` ♦ RS1�/fQVl1 AL`TQL` AWNTiD�`L
154 �^�^w,rwRrn�rra. ��... ��rni ar cirarcrr �r�gvradloNS �F(�1—���5 Ak�i� �E6N�l4'�A�TS A�F—�a
�5$ ♦CCAl+T�TiAI►1 TIIT. TC/`i ♦D w��ly LVf A\7�C A 1►iT biii t`C ♦1�iT DL`l�iR ♦TiA1VQ {1/R i iMD/1CC�U�1U!`T A i
:movcas::v:�s ra-�v�ac�v ;�Y��o�a acvam :a�a :mooaaczzvs v � a v �
156 �rr� ��vwrcn �v
�Jf rsaa�aaai+ta�ia H� IaD =iCOVCRtr=Vi T'a ��T�,T2'�17l�lll'7�O�L,Vi—�27T�T�9O� SfO�OGi''�LL',iO� 7�L
1fp wcc�����rrniy.l�Ai17 T Di A!`V a f ii�`I�,flf�,T[li`DDAOL`DR�����`b'�,��,�`���'�,'�.���'���"�.�'.�
JO ippp{.�'RSiRC�i �RC+r t�.a i�a : rao sasvsa
ncrr •n��rrn * av� ��ve w *.+ ntnrc awTn nrrrn ��nrnue �,���y FApg����.���g��g;g,F���
�$9 vac�aQ:s:v�j �►o� �!1 : a o rc a :mv�+atrr v v .
160
161 �o^o�=�;o-i^,°�-r�^oAn.�''_�^�'f$�r-ASSAFk4��A�1 A��-AF-��-�1SoA��mr�.,.,
162
163 ����* AQr►n w�rrn�•c AL� R �opDQ AC 7`LTL` A CCAf�T A TiAN �ioTD��CT.DC CtlA1Tf T !`A D CCi if T V
�� .
165 .
166 73.L Assoctatioa Docameots to Bayer.Omitted as inapplicable.
167 733. Conditional on Bayer's Review. Omilted as inapp/icoble. �
168 8. RECORD 1TTLE AND OFF-RECORD T1TLE MATTERS.
169 8.1. Record Title Matters Buyer has the right to revicw and object to any of the Titk Documeats(Right to Object,
170 R�olurion),as set forth in� 83. Buyer's objection may be based on any unsatisfactory foim w conteat of Title Commitment,
171 nocwithsianding§ l3,or any other unsatisfactory tide condition,in Buyer's sole subjective discretion.If Buyec objects to any of
172 the Tide Documents,Buyer shall cause Seller tn receive Buyer's Notice to Terminate vc Notiee of Tide Objeetiott oa or before
173 Record Title Objection Deadline(§3). If Title Documents are not received by Buyer,on or before the Record Titk Deadline
t 74 {§3),or if there is an endorsement to the Title Commitment that adds a new Exception to dtle,a wpy of the new Excepfion to titie
175 "and the modified TiUe Commitment shall be defivered to Buyer.Buyer shatl cause Selkr W receive Bayer's Notice to Terminate
17b or Notice of TiUe Objection on or before ten days after receipt by Buyer of the following documents:{I) any required Tide
177 Document not timely reccived by Buyer,(2)any change to the Tide Documents,or(3)endorsemeat to the Tide Commitmeut If
178 Seller receives Buyer's Notice to Terminate or Notice of TiUe Objection,p�suant to this�8.1 (Record Tide Matters),any tide
t79 objection by Buyer and tlus Contract shall be governed by the provisions set fo�th in§83(Rig6t to Object,Resolution).If SClter
180 does aot receive Buyer's Notice to Terminate or Notice of Tide Objection by the applicable deadline specified above, Buyer
181 accepts the condition of title as disclosed by the Titk Documents as satisfactory.
182 8.2. Off-Record Title Matters. Seller shall deliver to Buyer,oa or before Off-Record Title Deadline(§3),true copies
183 of all existing surveys in Seller's possession pertaining to the Property and shall disclose ro Buyer all easements,liens(including,
184 without limitarion, govemmental improvements approved, but not yet i�sta(led) �r other tide matters (including, without
185 Limitation,rights of fust refival and options)not shown by public records,of which Sellcr has acmal kaowkdge.Buyer shall have
186 the right to iaspect the Property to investigate if any third party has any right in the Properry not shown by public records(such as
I 87 azs unrecorded easement,unrecorded lease,boundary li�discrepancy or wata rights).Buyer's Notice to Terminabe.or Notice of
188 Tide Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection,notwithstanding§l3),
189 in Buyer's sole subjective discretion,shall be received by 5eller on or before Off-Record Tifle Objection Deadline(�3).If Seller
190 receives Buyu's Notice to Terminate or Notice of Tide Objection pursuant to this §8.2 (Off-Record Title Matters),any title
19 t objection by Buya and this Contract shall be governed by the provisions set forth in§8.3(Right to Objeci,.Resolation).If Seller
192 does not receive Buyer's Notice to Temunate or Notice of Title Objection,on or before Off-Record Title Objectios Deadline
193 (§3),Buyer acceptt tide subject to such righu,if any,of third parties of which Buyer has acWal lmowledga
194 83. Right to Objec�Itesotution. Buyer's rigt�t to object to any tifle matters shall includt,but not be limited W those
t45 matters set forth in §§8.1 (Record Tide Matters), 8.2 (Off-Record Tide Matters) and 33 (Iransfer of Titk), in Buyer's sole
196 subjective discretioa (collectively, Notice of Tide Objection). lf Buyer objects to any tidc matter, on or before the applicable
197 deadline,Buyer shall have the choice to either(1)object to the condition of tide,or(2)terarinate this ContcacL
Na.CB5�1-10-11. COKiRAC7'TO BUY AND SELL 1lEAL ESTA7'E(1.AIND) Page S of 14
SUS RE�4437857.t •
�
-----._._..---------------____.,�__
..___._�.-_ . r - - --- � -�- -. _... ... . ,
l48 83.1. Titls Resolution. If Seller receives Buyer's No6ce of Title Objec6oa,as providcd in§8_1 (Record Title
199 Matters}or§8.2(Off-Record Title Matters),on or before the appiicabie deadline,and if Buyer and Seller have aot agreed to a
200 written setdement thereof on or before Title Resolu6on Deadline(§3},this Conhact shall terminate on the expiration of Title
201 Resolntion ikadliae(§3),unless Seller receives Buyer's written withdrawal of Buyer's Notice of Tide Objxdon(ie.,Buyer's
202 writtea notice to waive objectioa to such items and waives the Right to Tecminate for that reason),oa or beforc expiration of Title
203 Reaolution Deadline(§3).
204 83.2. Right to Terminate—Title Objetdon. Buyer shall have the Right to Tetminate under§25.1,on or bcfor�e
205 the applicable deadtine,based on any unsarisfacwry 6dc maner,in Buyer's sole subjective discre4ioa
206 8.4. Speci'!Taxing Districts. SPECIAL TAXING DLSTRICT'5 MAY BE SUBJECT TO GENERAL OBLIGATION
207 IIVDEBTEDNESS THAT IS PAID BY REVElYUES PRODUCID FROM ANNUAL TAX LEVIFS ON T� TAXABLE
208 PROPERTY�VITHTN SUCH DISTRICTS.PROPERTY OWNERS IlY SUCH DLSTRICTS MAY BE PLACED AT RLSK
209 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT VYHEItE
210 CIRCUMSTANCES ARISE RESULTIIYG IIV THE INABILITY OF SUCH A�DISTRICT TO DISCHARGE SUCH
211 INDEBTEDNESS Wl'THOUT SUCH AN IIVCREASE IIV MII.L LEVIFS. BUYERS SHOULD INVESTIGATE THE
212 SPEC[AL TAXIIVG DISTRICTS IlY WFIICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
213 TRFASURER,BY REV�WIIVG THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY,AND BY OBTAII�IING
2l4 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMI.SSIONERS, THE COUNTY CLERK AND
2l5 RECORDER,OR THE COUIVTY ASSFSSOR
216 Buyer shall have the Right to Terminate under§25.1,on or before Oti Record Title Objection Deadltne(�3),based on
217 any uasatisfactory effect of the Property being located within a special taxing district,m Buyer's sole subjective discretion.
2t8 8S. Right of First Refusal or Cantraet Approval. If thcre is a right of first refusal on the Property, or a right to
219 approve this Cont�act,Seller shall promptly submit tl�is Condact according to the terms and conditions of sueh right If the hoider
220 of the right of first refusal exercises such right or the holder of a rigM to approve disapproves this Contrxt,this ConUact shall
22 t terminate.If dx right of first refusal is waived explicidy or expires,or the Conteact is approved,this Contract shall rea�ain in full
222 force and effxt Seller shall promptiy notify Buyer iu writing of the focegoing.If ezpiration or waiver of the right of fust refusal
273 or Contract approval has not occwred on or before Right of First Refnsal Deadline(�3),this Contract shall then termina�.
224 8_6. Tltle Advisory. The Title Documents affect the tide,ownership aad use of the Property aad should be revie�d
225 caretully.Additionally,other matters not reflected in the Title Documents may affect the titk,ownership and use of the Property,
226 including,without limitation,boundary lines and encroachments, area,zoning,uarecorded easements and claims of easemeats,
227 leases and other unrecorded agreements, and various laws and goveramental regula6ons conceming laed use,development and
228 environmental matters.The surface estate may be awned sepazately fram t6e underlyiag mineral estate,and h�ansfer of the
229 surface estate does not aecessarily inciude transfer of the mineral rig6ts or water rights.Third parties may hold interests in
230 oil, gas,ott►er minerals,geothermai energy or water on or ander.the Property,wluch interests may glve them rights to
231 enter and ase tLe Property.Such matters may be excluded from or not covered by the title insz«+*�p policy.Buyer is advised to
232 ti�tely consult legal counsel with respect to all such mattcrs as therc are strict time limitt pcovided in this Contract[e_g.,Record
233 Title Objection Deadline(§3)and Off-Record Matters Objecaon Deadline(§3)j.
234 9. CURRENT SURVEY REVIEW.
235 9.1. Cnrrent Snrvey Conditions. If the box in§9.1.1 or§9.11 is chxked,Buyer,the issner of the Tide Comtuitrtxnt
236 or the provider of the opinion of Ude if an abstract, and Seller shall receive a Current Survey, i.e., Improvement Loea6on
237 Cectificate,Irnprovemcnt Survey Plat or othcr form of survey set forth in § 9.1.2 (collectively,Cu�rent Survey), on or beforc
238 Cnrrent Survey Deaditne(�3).'T6e Curisnt Survey shall be certified by the surveyor to all tlwse who are to receive the Current
239 Survey.
24d ❑ . . . ,
241 , ,
242 ❑ 9.1.1. Other Snrvey. If the box in this¢9.1.2 is checked,a Current Survey,other than an Improvement Location
243 Certificau,shall be an�Improvemeat Survey Plat ❑ .T'he parties agrce that payment
244 of the cost of the Current 3urvey and obligation to order or provide the Cument Survey s6a11 be as follows:sl+ured equally belween
245 Buyer a»d Seller.
246
247 9.2. Survey Objection. Buyer shatl have the right to review and object to ihe Cwrent Survey.Buyer shall have the Right
248 to Terminate under §25.1, on or beforc the Current Survey Objectioa Desdtiae(§3), if the Curnnt Survey is not timely
249 received by Buyer or based on any unsadsfactory matter with the Cutrent Survey,notwithstanding§8.2 or§13.
No.CBS4-10.11. Ct)AffRAC'I'TO BUY AND SELL REAL ESI'ATE([.APiD) Pape 6 of 14
BUS RE 443 iS57.1
�
.�_.,T� _----°_._�_..._ -=.-r___ _....------- ---�_ _._°_�T__+-___..._—_
� �_______ ,Y„
250 DISCLOSURE,IIVSPECTION AND DUE DILIGENCE
25� 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNTfY, INSURABILITY, DUE DILIGENCE AND SOURCE
252 OF WA1'ER
� 2i3 1Q.1. Setler's Property Disclosure Deadline. On or bef�Seller'a Property Disdosnre Deadline(§3),Seiler a�ees to
254 deliver to Buyer the most cwrcnt version of the applicabk Colorado Real Fstate Commission.'s Seper's Property Disclosure fom�
255 com�►leted by Seller io Seller s actual la�owledge,curreut as of t6e date of this Contrac.t.
256 10.2. Inspecflon Objection Deadiine. Unless otherwise providcd in tLis Contract, Buyer ackmwledges that Scller is
257 conveying the Property to Buyer in an°as is°coadition,"where is°and"with aU faults".5eller shall disctose to$uyer,in writing,
258 any latent defaets actually Irnown by Seller.Buyer,acting in good faith,sh111 have the rig�it to have inspections(by one or more
259 third paities,pecsonally or both)of the Property and Iaclusioas(Inspection),at Buyer's expense.If(I)the physical condition of
260 the Property,incl�ing,but not limited to,the roof,walls,structural integrity of the Propeity,the electrxal�plumbing,HVAC and
261 other mechanical systems of the Properiy, (2) the physical condition of the Inclusions, (3) service to the Property(including
262 utilities and communication services), systems and components of the Property,e.g.heating and plumbing,(4)aay proposcd or
263 existing transportation project,road,street or highway,or(�any other activity,odor or noise(whether on or off the Property)and
264 its effect or expectcd effect on the Property or its occupants is unsatisfactory,in Buyer's sole subjective discretion,Buyer shaq,on
265 or before Inspection Objectfion Deadline(§3):
266 10.2.1. Notice to Termivate. Notify Seller in writing that this Contract is tetminated;or
267 10.Z.2. Inspecdon Objectioe. Deliver to Seller a written description of any unsatisfacbory physical condition that
268 Buyer requires Sellcr to correct
269 Buyer shall have the Right to Terminate under¢25.1,on or before Inspecdon Obfectioa Deadline(§3), bascd on any
270 unsatis6ctory physical condition of the Propeety or iaclusions,in Buyer's sole s¢bjective diseretion.
271 183. Inspection Resolution Deadline. If an Iaspection Objection is received by Sellu, on or before Inspeetion
272 Objeetion Deadtise{§3), and if Buyer and Sella have not agreed in writing to a settlement thereof on or before Iuspection
273 Resolntion Deadline(§3),this Coatract shall terminate on Inspection Resoludon Deadllne(§3),unless Seller receives Buya's
274 written withdiavval of the Inspection Objection before such termittation, i.e., on or before expuation of Inspec6on Resotndon
275 Deadline(§3).
276 10.4. Damagt,Lieas aad [ndemnity. Buyer, except as othawise provided in tbis Contiact or other written agrcement
277 between the paities,is responsible for payment for all inspections,tests,surveys,engineering reports,or any other work performed
278 at Buyer's request(Worlc)and shall pay for any daznag�that occurs to the Property and Inclusions as a result of such Work Buyer
279 shall not permit claims or liens of any kind against the Property for Work performed on the Property at Buyer's request Buyer
280 agrees to indemnify,protect and hold Sella harniless from and against any liability,damage,oost or expease incurmd by Seller
281 and caused by any such Work,claim,or lien.This indemnity includes Seller's right to recover all costs and expentes incurred by
282 Seller to defend against any such liability, damage, cost or expense, or to enforee tfiis sectiou, including Selier's reasonable
283 , attorney fces,legal fees and expenses.The provisions of this section shall survivt the termination of this Contract.
284 10.4. Insarability. Buyer shall have the right to review a� object to tl�e availability, terms and conditions of and
285 premium for property insurance(Property Ins�uance).Buyer s6ail tmve the Itight to Terminate under§25.1,on or before Property
286 Insnraaee Objection Deadtine(§3),based on any uacatisfactory provision of the Property Insurance,in Buyer's sole subjective
287 discretion.
288 10.6. Due D�7igence Documentc. Seller agrecs W deliver copies of the following documents and informa[ion pertaining ro
289 the.Property(Due Diligcnce Documents)to Buycr on or before Due Diligenee Documents Delivery Deadline(§3)to the eztent
29U such Due Diligence Documents exist and are in SeUer's possession: See dddendum.
291 10.7. Due Diligenee Documents Conditions. Buycr shall have thc right to rcview and object to Due Diligencc
292 � Documents,zoning and any use restrictions imposed by any governmental agency with jurisdiction over thc Property(Zoning),in
_293 Buyer's sole subjective discretioq or Seller's failure to deliver to Buyer all Due Diligence Documents.Buyer s6a11 also have the
294 unilatecal right to waive any condition herein.
295 10.7.1. Bue Diligence Docnmeats Objection. Buyer shall have the Right to Tecminate under¢25.1,on or before
296 Due.Diligence Documents Objection Deadline(§3),based on atry unsatisfactory matter with the Due Dilige�e Docucnents in
297 Buyer's sole subjective discretion If,however,Due Di(igence Documents erc�t timely delive�od�§ 10.6,or if Seller fails to
298 deliver all Due Diligence Documents to Buyer,then Buyer shall have the Right to Tdtninate under§25.1 on or before the earlicr
299 of ten days after Due Diligeoce Documents Objection Deadline(§3)or Closing.
300 10.7.Z. Zoning. Buycr shall have the Right to Terminatc under§25_l, on or before Due Diligence Documents .
301 Objection Dndiine(§3),based on any unsatisfactory zoning,in Buyer's sole subjective discretioa
No.CB54-tal l. CONTRACT TO BUY AND SE1.L REpL ESTATE(LAND) Page l of 14
BUS RE14437RS�J
. /�
------_._____-----------.__.__,...�.__ r�....,. --._____Y__ __.__��__�..�._....�..r..,..------
302 I0.73. Sonrce of PotaMe Water (Resideatial I.and and Residential Improvements Oaly). Buyer ❑ Does
303 �Doea Not aclmowledge receipt of a copy of Seller's Property Discbsvre or Sounce of Water Addeadum disclosing the soucoe
304 of potable water for the Property.Buyer�Does ❑Does Not acknowledge receipt of a copy of tl�cwrenc well pemiit
305 ❑Thece is No WelL
306 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DE(',REFS, ON NONRENEWABLE GROUND �
307 WATER.YOU MAY WISH TO COI�ITACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO
308 DETERMINE THE LONGTERM SUFFICIENCY OF THE PROVjDER'S WATER SUPPLIES.
309 10.8. Dne Diligence-Eovironmentat, ADA. Buyer shall have the right to obtain enviroamental ia�ections of the
310 Property inctudiag Phase I and Phase II Environmeutai 5ite Assessme�s, as applicable. n c......_ n a.._.__ ��._n .._ae_,._
31 I- ,
312 �*�5l�"��^-..�-e J��-pta6�62S-��'9i99lff2EE3�-S4E2�k9.�ASm � a� r"7 . 8E •-mc-cis�CA92-9:
313
314
315 ,
316
317
318 ,
319 .
320 Buyer shall have the Right to Terminau under§25.1,on or before Environmental Inspection Objection Deadlme(§3),or
32i if appGcable the Extended Environmental Inspection Objecuon Deadline, based on any unsatisfacmry results of Envirotunental
322 Inspecdon,in Buya's solc subjcctive discre6on
323 Buyet shall have the Right to Temunate undec�25.1,on or before ADA Evalo�tion Objection Desdline(§3),based on
324 any unsatisfactory ADA Evaluation,in Buyer's sole subjective discretion.
325 10.9. Eavsting Leases;Mod�cation of Evsdng I.eases;New I.eases. D►iritted as Inapplicable.
326 11. TENANT ESTOPPEL STA7'EMENTS.
327 ll.l. Tenant Estoppel Statements Conditions. Omitted as Inapplicable.
328 11.2. Tenant Estoppel Statements Objecdon Omiued ns Inapp/ica6/e.
329 �CLOSING PROVLSIONS
330 12. CLOSING DOCUMENTS,INSTRUCTIOIVS AND CLOSIlVG.
331 1Z.1. Cloaing Documents and Closing Information. Seller and Buyer shall cooperate wit6 the Closing Company to
332 enable the Closing Compaay to prepare and deliver documents required for Closing t�Buye.r and Seller and their designee,s.If
333 Buyer is obtaining a�w loan to purchasc thc Property, Buyer acknowledges Buyer's lender shall be required to provide the
334 Closing Compaay in a timely manner all required loan documents and financial information co�eming Buyer's new loan.Buyer
335 and Seller will fiunish any additiorral information and documcnts rcquirod by Closing Company that will be naxssary to complete
336 this transaction.Buyer and Seller shall sign and complete all customary or reasonably required docucneats at or before Closiag.
337 12.2. Closing Instructions. Buyer and Selter agree to execute the Colorado Real F.state Commi.csion's Cbsing Inshuctions.
338 Such Closing Insmictions ❑Are �Are Not executed with tlus Contract Upon mutual execution,�Seller ❑Buyer shall
339 deliver such Closing Insuuctions to the Closing Campany_
340 12.3. Ctosing. Delivery of deed from Seller to Buyer shall be at closmg(Closinp�.Closing shall be on the date specified
341 as the Ctosing Date(§3) or by mutua!agreement at an earlier date.The hour and place of Closing shal!be as desigpated by
342 Buyer.
343 12.4. Aisclosare of Settlement Costs. Buyer anci Seller aclmowledge that costs� quatity, and extent of service vary
344 between different settlement service providers(e.g.,attomeys,lenders,inspectors and tide companies)_
345 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the
346 other terms and pcovisions hereo� Scller shall exxute and deliver a good and sufficieat eeneral wansnri deed to Buyer, at
347 Closing,conveying the Property free and clear of all taxes except the general taxes for the year of Cbsing: Except as provided
348 herein,tide shall be caiveyed frce and clear of atl liens;including any govemmental liens for special improvements installed as of
349 the date of Buyer's signatwe hereon,whether asscsscd or noL Title shall be comreyed subject to:
350 13.1. Those specific Exceptions descnbed by reference to recorded documents as reflected in the Tide Documents
351 accepted by Buyer in accordance with Recard Title Matters(§S.1),
LYs.CBS4-10.11. CONTRACi TO BtJY AND SELL REAL ES7ATE(I.AND) Page 8 of 14
BUS RF.4437857.1
�(
_______..--__.�...._._._._....—_.,---------.._ .
�...r..._. __-----.�—__.._. ,��_,—____-------___
"- IIiIMiY11IIMFI//�Y��'M'-
352 13.2. Distnbution utility essements(including cable TV),
353 13.3. Those specifically descn�bed rights of thicci parties not shown by the public rocords of which Buyer has actual
354 lmowledge and which wece accepted by Buye�in accordance with Off-Record 15t1e 1Vtitters(§8.2)and Carrent Survey Review
355 (�9),.
356 13.4. Inclusion of the Property within any special taxing disuict,and
357 135. Other none
358 14. PAYMENT OF ENCUMSRANCES. Any encumbrance required to be paid shall be paid at or before Closing from tftc
359 proceeds of this transaction ar from any other source.
360 l5. CLOSING COST5,CLOSING FEE,ASSOCIATTON FEES AND TAXES.
361 15.1. Closing Cosfs. Buyer and Seller shall pay,in Good Funds,their respeccive closing costs a�all other items cequired
362 to be paid at Closing,except as od�erwise provided herein_
363 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by ❑Bnyer ❑Seller
364 �Oae-Hilf by Bayer and One-Half by Selter ❑Other •
365 15.3. Statns Letter and Transfer Fees. Any fees incideut w the issuance of Associatiou's statement of assessments
366 (Status Letter)ahalt be paid by ❑Buyer ❑SeUer ❑One-Half by Buyer and OnNHslf by Seller �None.Any tra�osfer
367 fees assessed by the Associatiou including, but not limited to, any record change fee, regazdless of name or tide of such fee .
368 (Association's Transfer Fee)s6a11 be paid by ❑Buyer ❑Seller ❑Oao-Half by Bnyer snd OnNHatf by Seller �Noie_
369 15.4. Loeal Transfer Tax. ❑'ihe Loca!Transfer Tax of %of tl�e Purchase Price shall be paid at Closing
370 by ❑Bnyer ❑Seiler ❑One-Half by Suyer and One-H9lf by SeUer �None.
37t 153. Private Traasfer Fee Private hansfer fees and other fees due to a transfer of the Property,payable at Closing,such
372 as community association fees,developer fees and foundation fees,shall be paid at Closing by ❑Buyer ❑Seller ❑Oao-Half
373 by Bnyer and One-Half.by 5eller �None.
374 15.6. Sales and Use Tax. Any salcs and use tax that may accrue because of this transaction shali be paid when due by
375 �Buyer ❑Seiler ❑One-Half by Bnyer and One�Half by Seller ❑None.
376 16. PRORATIONS. The following shall be prorated to Closing Date(§3),except as otherwise provided:
377 16.1. Ta:es. Personal properry taucs,if any,special taxing district assessments,if any,and general real estaLe taxes for the
378 year of Closing,based on �Taxes for Me Calendar Year Immediately Preceding Ciosing ❑Most Recent Mill Levy snd
379 Most Recent Assessed Valuation,or ❑Other
380 16.Z. Rents. See Section 3(cJ of the Addendum to Contract.
38I 163. Association Assessments. Omitted as inapplicab(e.
382 16.4. Other Pron6ons. Water and sewer charges,interest on coatinuing loan.and
383 1b5. Final Settlement Unless othenvise agreed in�vriting,theu prorations shall be finaL
384 17. POS5E55ION. Possession of the Property shall be delivered to Bayer on Possession Date(§3)at Possession Time(§3),
385 subject to the following Leases or tenancies: See Seceion 3(c)of the.4ddendum to Contract
386
387 If Seller,after Closing, fails to deliver possession as specified, Setler shall be subject to eviction and shall be additionally
388 liable to Buyec for payment of 5250.00 per day(or any part of a day notwithstamding § 18.1) from Possession Date(§3) and
389 Possession'i'ime(§3)until possession is delivered.
390 r GENERAL PROVISIONS
391 18. DAY;COMP[TTATION OF PERIOD OF DAYS,DEADLIlVE.
392 18.1. Day. As used in this Contract, the term "day" shall mean the entire day endiag at 11:59 p.aL, United States
393 Mountain Time(Standard or Daylight Savings as applicable).
394 18.2. ComputaHon of Pertod of Days,Deadline. In computing a period of days,when the ending date is not specifed,
395 the first day is ezcluded and the last day is included,e.g_,three days after MEC.If any deadline falls on a Saturday, Sunday or
396 fedaal or Colorado state hotiday{Holiday), such deadline �Shall ❑Shall Not be extended to the next day that is not a
397 Saturday,3unday or Holiday.Should neither box be checked,the deadline shall not be extended
Na CBS4-10-11. CONTRACi'TO BUY AND SELL REAL ESTATE(LAND) Paee 9 of 14
BUS RE14437857.1
/ �
_""._"_`"'___"_�......_.._-_V...__..._....+�.-..... . . ..._T'..-...... . .._-.,_.._..._..__..__.A..-..�.�w�..�-•-----e.�__.,._........._.__.......�,.-.-......---'�-�-^-TT_
398 19. CAUSES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND
399 WALK-THROUGN. Except as othenvisc provided ia this Contract, the Property, Inclusions or both shall be ddivered.in thc
400 condition existing as of the date of this Conhact,ordinary wear and tear excepted.
401 19.1. CAUSlS Of LOSS�IDSIII'�IICC. In the event the Pmperty or Inclusions are damaged by fire,ot6ec perils or causes of
402 toss prior to Ctosing in an amount of not more than ten percent of the total purehase Price(Proppty Damagej,Setler shal!be
403 obligated to repair the same beEore Claang Date(§3)_In the event snch damage is not repaired withiu said time or if the damage
404 exceeds such sum,this Contract may be terminated at the option of Buyer.Buyer shall have the Right to Terminate under¢25.1,
a05 on or beforc Closiag Date(§3),based on any Property Damage n�t repaired before Closing Date(§3). Should Bayer elect tn
406 carry out this Coatract dcspite such Properry Damage,Buyer shall be enfidod to a credit at Closing for all insurance procce+ds that
407 . were received by Seller(but not the Association, if any) resulting from such damagt tp We Pmperiy and Inclusions,plus the
408 amount of any deductible provided for in such insurance policy.Such credit shall not exceed the Purchase Price.In the event Se11er
4U9 has not received such insurancc proceeds prior to Closing,the pazties may agree to extend tlu Closing Date(�3)or,at the option
410 of Bayet, Sellec shali assign such prceeeds at Closing, plus credit Buyer the aznount of aay deducttbk p[ovided for in such
411 insurance policy,but aot w exceed the total Purchase Price.
412 191. Damage, Inclusions and Services. Should any Inclusion or service (inciuding utiliaes and communication
413 services),systems and components of thc Pro�xrty,e.g.,hcating or p[umbing,fai[or be damaged betweea the date of this Contract
414 and Closing or possession,whichever shai!be earlier, then Seller shall be liable for tl�e repair or replacement uf such Inclusion,
4!S service,system,component or fix�re of tlu Property with a unit of similar size,age and quality,or an equivaleot c�dit,but only
416 to the extent that the mainteuattce or replacement of such Inclusion,service,system,component or Sxture is�t t6e responsibi6ty.
417 of the Associadon,if any, iess any insurance proceeds received by Buyer covering such repair ot replacemtnt Se21er and Buyer
418 are aware of the e�cistence of pre-owned home warranty programs that may be purchased and may eover the repair or replacement
a l9 of such Inctusioas.
420 193. Condemuation. In[he event Seper receives actual norice prior to Closing that a pending condemnation acrion tnay
421 msatt in a taking of all or part of the Property or Inclusions,Setler shall promptty notify Buyer,Fn writin�g,of such condemuadon
422 action Buyer sl�all have the Right to Terminate under§25.1,on or before Closing Date(§3),based on sneh condemnation action,
423 in Buyer's sole subjxtive discretion. Should Buyer elect to consummate Ihis Conitact despite such diminatioa of value ro the
424 Property and Inclusions, Buyer shakl be entided to a credit at C(osing for all condemnatian proceeds awarded to Se11er for the
425 diminutioa in the value of the Property or Inclusions but such credit sl�aU not include relocation bene5ta or expenses,or exceed tha
426 Purchase Price.
427 19.4. Waik-ThrongL and VeriScation of Condition. Buyer,upon rcasonabk notice,shall have the right to walk through
428 the Property prior to Closing to verity tliat the physical condition of the Property and Inclusions complies with this Contract
429 195. Risk of Loss—Growling Crops. The risk of loss for damage to growing crv�s by fim or ot6er casualty shal!be
430 bome by the party entitled to the growing crops as providcd in§2.5.5 and such pariy shall be entided to such i�uucance proceeds
431 or benefits for the growing crops_
432 20. RECOH'IIVIENDATION OF LEGAL AND TAX COiJNSEL By sigaing this document,$uyer and Seller acknowledge
433 that the respective broker has advised that d►is document has important legal consequences and has recommen�d the examination
434 of titic and consultation with legal and tnz or other counsel before signing this Contract.
435 21. TIIYIE OF FSSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or chcck received as
436 Earnest Money hereunder or any other paymeat due hereunder is not paid,honored or tendaed wlun due,or if any obligation
437 4ereunder is not performed or waived as herein provided,there shall be the following cemedies:
438 21.1. If$uyrr is ia Defaait:
439 ❑ Zl.l.l. Specific Performance. Seller may elect to treat this Coatract as canceled,itt which case all Eamest Money
440 (whether or not paid by Buyer) shall be paid to Seller and retaiaed by Seller,and Seller may cacovcr such damages as may bc
44 t proper; or 5eiler may elect to treat this Contract as being in fuU force and effect and Seller shait have tt�right to specific
442 performance or damages,or both.
443 21.1Z. Liquidated Damages,Applicable. This§21.1.2 shall apply unless fLe boa tn&Zl.l.l.is checked.AU
444 Earnest Money(whether or not paid by Suyer)sLall be paid to Seller,and retained by Seller. Both pa�ties shsll thereatk�be
445 released from all obiigations heteunder.lt is agreed that the Earnat Money specified in§4.1 is LiQtJIDATED DAMAGES,and
446 aot a penalty, which amount the parties agree is fair and reasonable and (except as provided in§§IQ.4, 22,�3 and 24),said
447 payment of fiarnest Money stiail be SELLER'S SOLE AND ONLY REMEDY for Buyer's failw�e to perform t6e obligatioos of
448 this Contract.Seller expressly waives the remedies of specific perfomzance and additional damages.
No.CSS4-10-11. CONTRACT TO HUY AND SELL REAL ESfATE(LAND) Page 14 ef M
BUS RE\4437857.i
/3
___________________�_____.�..._ _ ......._. __..____ __.._. _____.�.,_...
449 21.2. If Selkr is Fn Defau(t: Buyer may elect to treat this Contract as cancaled,in which case all Eacnest Moaey receivod
. 456 hereunder shall be returned and Buyer may recover such damages as may be proper,or Buyer may elect to treat this Contcact as
45 t being in full5orce and efTect and Buyer shall have the right to specific perGonnancc or damages,or both.
452 22. L.EGAL FEES,COST AND EXPENSES. Anything to the conhary henin notwithstanding,in the eveat of sny a�itration
453 or litigation relating to this Coniract,prior to or after Ctosing Date(§3),the arbitrator or court shall award ro the prcvailing party
454 all reasonable costs and expcnses,including attomey fees,legal fees and expcases.
455 23. MEDIATION. �r a• � . t,• � �... _a.,_ri,. ..a, .,,,�,�..i. � a..,_....:.,....w_ii a.....
456 �
457
458 ,�
459
4.60
46t . -
462 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Moaey Holder shall release the Eaznest
463 Money as directed by written mutual instructions,signed by both Buyer and Seller.In the event of any controversy regazding the
a64 Eainest Money(notwithstanding any tcrmination of this Contract),Earnest Money Holder shall not be requiced ro take any action.
465 Earnest Money Holdcr,at its option and sole subjective discretion,may(1)await any proceeding.(2)intaplead all pazties and
466 deposit Eamest Money into a court of competent jwisdiction and s�ll recover cwut costs and reasonable attomey and legal fees,
46'7 or(3)pmvide notice to Buyer and Seller that unless Eamest Money Holder receives a copy of the Summons and Complaint or
458 Claim(between Buyer and Seller)containing the casc number of the Iawsuit(Lawsuit)within one hundred twenty days of Eamest
469 Money Holder's notice to the parties,Eamest Money Holder shall be authorized to retwn the Earnest Moaiey to Buycr.In thc event
470 Eaznest Money Holder dces receive a copy of the Lawsuit, and 1�not interpled the monies at the time of aay Order, Eamest
471 Money Hotder shall disburse the Eamest Money pursuant to the Order of the Court
472
473 ,:2�z�'�.: - -
474 25. TERMIIVATION.
475 25.1. Right to 'I'erminate. If a party has a right to terminate, as provided in this Contract (Right to Terwinate)� the
476 termination shalt be cffectivc upon the other party's receipt of a written notice W terminau(Aiotice to Terminate),pmvided such
477 written notice was rxeived on or before t6e appticable deadGne spec�ed in tlus Contract If the No6ce to Tetminate is not
478 received on or bcfore the specificd deadiinc, the party wit6 the Right to Terminate shall have accepted the specified matter, '
479 document or condition as satisfactory and waived the Right to Terminate under such provision.
480 25.2. Effect of Termioation. [n the event tbis Contract is tecminated, all Eamest Money tueived hereundcr shall be
48 t retur�d and the parties shall be relieved of all obligations hereunder,subject to¢� 10.4,22,�and 24_
482 2b. ENTIRE AGREEMENT,MODIFICATION,SURVIVAL. This Contract,its ezhibits and specified addeada,canstitute
483 the enti�agreement bctween the parties relatiag to the subject hereof,and any prior agrcements peitaining thereto,whether oral or
484 written,have been mcrgcd and integrated into this Contract No subsequeat modificadon ofaay of the to[ms oFthis Contract shall
485 be valid,binding upon the parties,or enforceable unless made in writing and signad by the parties.Any obligation in this Contract
486 that,by its terens,is intended to bc perfo�aCtcr termination or Closiag stiall survive the same.
487 27. NOTICE,DELiVERY,AND CFiOICE OF LAW.
488 27.1. Physieal Delivery. All notices must be in writing,cxccpt as provided in§27.2.Any documcnt,including a signcd
489 document or notice,from ar on behalf of Seller,and detivered to Buyer shal!be effective when physically received by Buyer,any
490 signatory on behalf of Buyer,any named individual of Buyer,any representative of Buyer,
491
492 �-�:�. Any document,.including a signed document or notice, from or on behalf of Buyer, and delivtr�d to Seller shall be
493 effective when physically received by 5eller,any signatory on behalf of Seller,any named individoal of Seller,any representative
494 of Seller,or Brokaage Firm of Broker working with 5eller(czc�pt for delivory,after Closing,of the notice r�questing mediation
495 descnbed'm§23)and except as pmvided in§27.2.
496 27.2. Electronic DeGvery. As an alteroative to physical delivery, any document, i�luding any sig�ned document or
497 written notice, may be delivered in electronic form only by the fo(lowing indicated methods: � Facsimile � Email
No.CBS4-10-1 I. CONCRACT TO BUY AND SELL REAL ESTATE(L.AIYD) P:ge I I of 14
BUS RE14437857.1
/�
_____ _ __ _...___ ,�....._,'_...:.._.w.....,...�...,
498 �Interuet ❑No Electronie Delivery.If Ihe box°No Electronic Delivery"is checl�d,this�27.2 shall aot be applicabk and
a99 §27.1 s6all govem noticc and dclivery.Documents with original signahurs shall be provided upon requcst of aay pa�ty.
S00 Z7.3. Choice of Law. This Contract and all disputes arising hece�mder shall be govemed by and co�trued in accordance
S01 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a conhact in Colorado for propeiiy
502 locatod in Colorado.
503 26. NOTICE OF ACCEPTAIVCE,COUlYTERPARTS. This proposat shall expire unless accepted in writing,by Buyer and
504 Sella,as evidenced by their signatures bctow,and the offering party reccives notice of such acceptance pursuant to�27 on or
505 before Acceptance Deadline Date(§3)and Acceptance Deadliue Time(§3).If accepted,this documcnt shall become a contract
506 between Selier and Buyer.A copy of this document may be executed by each party,sepazatcly,and when each party has executed
507 a copy thereo�such copies taken together sball be deemed to be a full and complete cont:act bctween the parties.
508 29. GOOD FAITH. Buyer and Seller aclmowledge that each party has an obligation to act in good faith, including but not
509 limitcd to, exe�ising the rights and obligations xt forth in the provisions of Finaneing CondiHons aad Obligatioas (§5),
510 Record Title and Uti Record T'itle Mztters (§8), Current Snrvey Review (§9} and Property Disetosare, Inspection,
51 l Indemnity,I�urabiGty,Due Diligence and Source of Water(� 10).
512 ADDTTIONAL PROVISIONS AND ATTACHMENTS
513 30. ADDITIONAL PROVISIONS. ('Ihe following additional pro�isions have not been approved by the Colorado Real Estate
S l4 Commission) See altached Addencfum.
515 31. ATTACHNNIEIIVTS. The following are a pad of this Contract: Addendum; Exhibi!A (Legal Description oj Property);
516 Exhibit B(Depiction ojSe!/er Rewined Parcel),-Earhibit C(Seller's List of ErclusionsJ;Exhibit D(Right of F'irst Refusal).
517
518 1Vote:The folIowing disclosure foims are attaehed but are not a part of this Contracr None.
519
520 r SIGNAT[1RES
s2t %, "' ,�'/%E�
$uyer's Name: ' LLV Buyer's Name:
BOARD OF C COh I I I NERS
OF PITKIN COUMY,COLORADO
Buyer's Signaoue Date Buyer's Signahue Date
Name:
Tide: ------ ---
Address. See Addcndum Address:
Phone No.: Pho�No.:
Faz No:: Faz No_:
Electronic Address: Elxtconic Address:
522 [NOTE: If this offer is being countered or rejected,do not sigu this dacnmenL Refer to§32]
Seller's Name: !��AS RANCH HOLDINGS,LLC Seller's Na�:
5eller's Signature Datz Seller's Signature Date
Nazne:Andrew 5altonstall
Ne.CBS4-10-1 L CONiRACT TO B[3Y AND SELL R£AL ESI'ATE(LAND) Pasc!2 of 14
HUS RE1443785T.1
/ �
_..___..._.�.__._.._�_._.-____�._. _ _.,.�..__. ._.____....r_ �_.__—._.__. _—
- -- , . _
500 �[oternet ❑No Eiectronic Delivery.If the box"No Elecdnnic Delivery°is cl�:cked,this§27.2 shall not,be applicable and
501 §27,l shaq gavern notice and delivery_Documents with original signatures shall be provided upon request of any party.
502 273. Choice of Law. This Contract and a11 dispates arising hcreunder s6all bc govemed by and coasMied in accordance
503 with thc laws of the State of Cobrado that would be appl"�cable to Colorado residents who sign a couhact ia Colorado for property
504 locabed"m Colorado.
Sp5 28. NOT]CE UF ACCEPTANCE,COUNTERPARTS. This proposal.shall expire unless accepted in writing,by Buyear and
506 SeI(ec,as evidenced by their signatures below,and tho offering party reeeives notice of such acceptance pucsoaot to§27 on or
507 before Acceptance Deadfine Dste(§3)and Acceptance Deadlioe Tiuc(§3).If accepted,tliis'document shall.bccome a contract
508 becvreen Seller and Buyer.A copy of this document may be executed by eadt parry,separately,and when each Party has executed
509 a copy ihereo�such copies taken together shall be deemed tn be a full and compiete contract between the parties. '
510 29. GOOD FAITH_ Buyer and Seller acknowledge that each garty has an obligation W act in good Eaith,including but not
511 limited w, exercising the rights and obligations set forth in the provisia4c of FSnseciog Co�iaHS aaa OWipbioos (§Sh
512 Reeord Title aod Otf-Reeord Tide Matters (§8), Carrent Sarny Review� (§9) and Property Disclosarq Iaspectios,
513 Indeernity,insarobility,Dae Diligence and Source of Water(§10).
Si4 ADDITIONAL PROVISIONS APIb ATTACHMENTS
515 30. ADDTiiONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Eshate
S l6 Commission_) See a[tached Addendum.
517 3l. ATTACHMENTS. The following are a part of this Contrad: Addendtiin; Exhibit.! (Lega!Uescriplion of Property);
S l8 Exhibit B(Depiction ofSelfer Rewined Parce!);Exhibit C(Seller's Li.st of Erclusiora);Eshibit D(Rfght of First Refirson.
519
520 Note:The following disclosure forms are attached but arc not a part of this Conhact:None.
521
522 SICNATURES
323
Buyer's Nama Buyer's Name:
BOARD OF COUN'IY COMMISSIONERS
OF PITKIN COUN'CY,COLORADO
Bayer's Signature Datc Buyer's Sig�nature Date
Name: .
i Tiile:
l
Inaa�s: s�Aaae�a�m aac��_
, .
j Phone No.: Phone No.:
' Fax No.: Fax No.:
Electr'onic AddrGSS: Elactronic Address:
. 524 . [NOTE: If t6is offer is bciag couatered or rejected,do not sign E6is documeat Refer to§32J
� Seller's Name: ':AS RANCH HOLDINGS,LLC Seller's Nama
� I ,�r�1�
Seller's Signa Date Seller's Signature Date
Nam�Andrew Sa tonstalf
Na ClSS4-le-1 t. CONTRAC'f TO BUY AIYD SELL REAL FSTATE(LAND) Page 12 of 14
BUS RL•14437857.1
/�
�.
Title:Manager
Address: See Addendum A��:
Phonc No.: Phone No.:
Fax No.: Fax No.:
Electronic Addrzss: Electronic Address:
523
524 3Z. COUI�ITER;REJECTIOIY. This offer is ❑Countered ❑Rejected.
525 Initials only of parry(Buyer or Seller)who couatered or rejected offer
526 END OF CONTRACT TO BUY AND SELL REAL ESTATE
a2 Q�Ymp�����yAjo�W g]7[+OfCIITC ♦ATT!`AL.fDFILC AT7AN t�iC!"7 ACiTDT.
� s s
ii�a2��E b�eb6ainr�e�t�r�e�errc�r4i�er�e r °°•"��'..•"c - -�•` _� •_,a T
� �
�'-s�►ie�
Broker's Signature �u
�
D�.....,�
�
34. BROKER'S ACKNOWLEDGMEIYTS AND COMPEPISATION DISCLOSURE•
(To be completcd by Broker working with Seller)
Broker ❑Does �Does Not aclrnowledge receipt of Eacnest Money deposit , ' ,
_ . Broker agree.s that if Brokerage Firm is the Earncst Money
Holder and, except as providcd in §24, if the Earnest Money has not already be�a tetumod followittg receipt of a Notice to
Terminau or other written noticc of terminati�n,Ea�ncst Mo�y Holder shall release the Eam�st Mo�y as directed by the written
mutual inswctions. Such relcase of Earnest Mo�y shall be madc within five days of F.arnest Monry Holder's receipt of the
executed written muwal instructions,provided tl�e Eamest Money check.has cleared.Broker agrees tl�at if Eamest Money Holder
is other than the Brokcrngc Firm idcntified in §33 or §34, Closing Instructions signed by Buyer, Seller, and Eainest Money
No.CSS4-1B-11. CONfRACf TO BUY AND SELL REAL ESI'ATE(LAND) Page 13 a(14
BU5 RE14437857.t
( �
� . _..._.,........ _ _._-------_�_--��--�—�+-----�.�......_�._.___--^e'—,--------
Holder must be obtained on or bcforc delivcry of Earncst Moncy to Eamest Money Holder.
Broker is working with 3eller as a ❑Seller's Agent ❑Buyer's Agent �Transsction-Broket ia this hansaction.
❑This is a Change of Shtns.
Brokerage Fum's compensation or commission is to be paid by �Seller ❑Bnyer ❑Oti��r
$rokerage Fum's Name: Aspen Snowmass Sotheby's Intemational Realty
Broker's Name: Evan Boenning
Brokcr's Signature � Date
Address: 415 East Hyman Avenue
Aspen,Cotorado 81611
Phonc No.: (970)925-6Q60
Fax No.:
Electronic Addross:
527
No.CBS4-1�-11. COM'RACT TO BUY AWD SE[.L REAL ESTATE(I.MD) Page 14 a(14
BUS RE!443785Z1
! �
-------------�------..._.�..---....�.__ . ....-..._... . � .....___-----------^^^Rrer----'----------------_._�_____.......,�—..__._-
THIS ATlDENDUM HAS NOT BEF1�I APPROVED BY THE COLORADO REAL ESTATE COMMISSIOi�I.
THIS IS A LEGAL INSTRUMENT. IF NOT UNDERSTOOD, LEGAL, TAX OR OTHER COUNSEL
SHOULD BE CONSULTED BEFORE SIGNING.
ADDENDUM TO THE
AMENDED AND RESTATED CONTRAGT TO BUY AND SELL REAL ESTATE
(LAND)BETWEEN
BOARD OF COUNTY COMMISSIONERS,PITI�T COUNTY,
AS BUYER
'/:AS RANCH HOLDINGS,LLC
AS SELLER
Dated: August 18,2012
This Addendum is entered into simultaneously with the Amended and Restated Contract
to Buy and Sell Real Estate(Land)dated August 18,2012("ContracY')between the abov�
named parties. This Addendum is supported by the same considerations as expressed in such
Contract and the mutual terms,conditions and covenants set forth below. Capitalized teims
hereia shall have the same meanings set forth in the Contract. In the event of any conflict
beiween the Contract and this Addendum,the provisions of this Addendum shall govem and �
control. References herein to the"ConlracY'shalt include all of the tenns and conditions of this
Addendmm. ,
1.Status of Contract Buyer and Seller hereby acknowledge and agree that the Prior
Contract is hereby superseded and reptaced in its entirety by this Conhact,and that upon the
parties'mutual execution,delivery and acceptance of this Contract,the Prior Contract shall be of �
� no fiuther force or effect.
(a)BOCC AvarovaL Buyer Board of County Commissioners,Pitkin County Colorado
duly adopted its purchase of the Property on the terms and conditions set forth herein by
Ordinance No.07-2012 adopted March 28,2012.
(b)Dates and Deadlines. Except as specifically provided for herein,all dates and
deadiines provided for herein shall be based upon the February 13,2012 MEC Date under the
Prior Coniract. Notwithstanding that certain dates and deadlines have already occurred as of the
date hereof,Buyer and Seller acknowledge and agree that as of the date hereof,Buyer and Seller
have each fully performed their obligations with respect to the Altemative Esrnest Money
Deadline(§4.2.1),Record Title Deadline(§7.1),Exceprions Request Deadline(§7.2),Off-
Record Title Deadline(§8.2),Seller's Property Disclosure Deadline,Due Diligence Documents
Detivery Deadline(§10.6). With respect to the Seller Property Disclosure Deadline and Due
Diligence Docuinents Delivery Deadline,the Seller p�eviously delivered to Buyer the Seller's
Property Disclosure Form,together with the documents comprising the additional"Due
Diligence Documents"pursuant to Section 10.6 of this Contract and Secrion 5 of this Addendum.
(c)Buver's Prior Tide and Survev Obiections. Wiih respect to the Record Title
Objection Deadline(§8.1)and the Off-Record Title Objection Deadline(§8.2),Buyer and Seller
BUS_RE14417B54.1
C �
� .....-_._._....... .......�.__. ....._._._--._._._.��-.______._...__._.---_._...__..__.__-----r°-�--_
acknowledge and agree that Buyer previously timely delivered written notice of certain
objections to title and survey matters on Apri127,2012.
2.Pro e . The real property to be conveyed by Seller to Buyer at Closing shall be as
legalty described in Exhibit A attached to and made a part of this Addendwn,less an
approximately six acre portion of such land referred to herein as"Seller's Retained Parcel"as
depicted on Exhibit B attached hereto and made a part hereof and subject to a"Seller's Retained
Access and Utilit�EasemenY'which shall provide for utility service,ditch access,and vehiculaz,
equestrian,and pedestrian access to and from Seller's Retained Parcel and Hook Spur Road
along existing routes of access to and from the existing residence on the Seller's Retained Parcel .
and shall provide for an access easement over a portion of the Seller's Retained Parcet in favor
of Buyer,and a"Seller's Retained Grazi�Access Easement"which shall provide for vehicular,
equestrian,cattle and pedestrian access by Seller along existing routes of access to and from �
Hook Spur Road and lands located adjacent to the Property and which are owned by the United
States Bureau of Land Management for as long as Seller's affiliate 1/2 AS Land and Cattle '
Company,LLC("1/2 AS Land")holds the Grazing Permit described in Section 8 below. The
specific locations of Seller's Retained Parcel,Seller's Retained Access and Utility Easement and
Seller's Retained Grazing Access Easement shall be as set forth on the Survey of the Property as .
described in Section 6 below.
3.Seller's Inctusioas/Exclusions.
(a)Seller's Exclusions. Attached hereto as Exhibit C is a written list of all exclusions
from the Personal Property,Fixtures and Inclusions to be conveyed by Seller to Buyer at
Closing.
(b)Sale of Mobile Homes. The Inclusions to be sold by Seller to Buyer at Closing shall
eacpressly include the two mobile homes currently located on the Property,and d�scribed in the
records of the Eagle County Assessor's Office as(1)Mobile Home Tit1e No.44E485510,Serial
No.:29A20841,and(2)Mobile Home Title No.44E485513,Serial No.:29A20281 (collectively,
the"Mobile Homes"). At Closing,Selter shall deliver the originat cedificates of title to the
Mobile Homes to Buyer,which certificates of title shall be duly endorse�from Seller to Buyer,
and sha(1 have been duIy executed and released by any lienholder noted on the certificates of title
(if any). The Seller's conveyance of the Mobile Homes as provided for hereia shall not be
subject to any tiens or encumbrances,other than real estate taxes for 2012 due and payable in
2013,which real estate taxes shall be prorated at closing in the manner provided for in Section
lb.l of the pre-printed portion of this Contract
(c)Lease of 14lobile Homes. The Mobile Homes are currently occupied for residential
purposes;and Seller shall deliver title to the Property at Closing free and clear of such
occupancies;provided,however that in the event that Buyer notifies Seller not later than
September 7,2012 of Buyer's election that either or both such occupancies shall continue after
Closing,then Buyer shall furnish to Seller a fonn of lease to be used fior such occupancies,and
Seller shall use reasonable,good faith efforts to obtain the signature of the existing occupant(s)
on such leases and Buyer and Seller shall attempt to reach.agreement on any repairs which need
to be performed on the Mobite Homes on or before September 14,2012. Any such continued
� 2
BUS_RE.4437854.1
, �O
__.__,_-____^�_.�_...__-'..___.. _ _..K.._.,. _.__--------,^*�*°---__,.-�__- _�____^..,..-.-,...�-----�
rental of the mobile homes shall not extend beyond one year after the closiag date. In the event
that Seller is unable to obtain the signature of the exisring occugant(s)on such leases on or
before September 14,2012 or if Buyer and Seller aze unable to reach agreement on any repairs
which need to be performed on the Mobite Homes on or before September t 4,2012,then and
Setler shall deliver title to the Property at Closing&ee and clear of such occupancies,and Seller
shall be under no obligation to perform any repairs in connection with the Mobile Homes.
Notwithstanding the foregoing,in the event that Seller in Seller's reasonable discretion,
determines that the Seller's ability to obtain the Land Use Approvals provided for in Section 14 '
below will be adversely affected by any continued occupancy of the Mobile Homes on the
Property after Closing,then Seller may deliver written notice of svch fact to Buyer at any time
prior to Closing,and upon delivery of such written notice,thea Seller shalt deliver title to the
Property at Closing free and clear of the Mobile Home occupancies.
(d)Setler's GrowinQ Crops. At Closing,Selter's growing crops located on the Property
as of Closing shall be retained by Selter.
4.Water Ri�hts.The Property shall include the foltowing described water rights:
(a)State of Colorado WeII Peimit No.206262;
(b)State of Colarado Well Permit No.206263;
(c)a mutually agreed upon number of Seller's tota128,000 shares of stock in the
Home Supply Ditch Company; and
(d)any other water right appurtenant to the Propetty(collectively,the"Water
R.i ts").
Notwithstanding the foregoing,in connection with the Seller's creation and retention of
the"Seller's Retained Parcel"as provided for in Section 2 above,Buyer and Seller shall have
until September 7,2012 to agree in writing upon a number of shares of stock in the Home
Supply Ditch Company which shall be retained by Seller at Closing in connection with the
5eller's Retained Pazcel and a number of shares of stock in the Home Supply Ditch Company
which Seller shall transfer to Buyer at Closing. In the event that,on or before Septemba 7,
2012,Buyer and Seller have not agreed in writing regarding the number of shares of stock in the
Home Supply Ditch Company which shall be retained by Seller at Closing and the number of
shares which shall be transferred to Buyer,then this Contract shall automaticatly terminate and
Buyer shall receive the prompt refund of Buyer's Eamest Money hereunder. In the event that
Buyer and Seller have agreed in writing regarding the number of shares of stock in the Home
Supply Ditch Company which shall be retained by Seller at Closing and the number of shares
which shall 6e transferred to Buyer,then at Closing,Setler shall provide for the transfer to Seller
of the agreed upon number of shazes to be transferred to Seller.
3
BUS RE,4437854.1
�_. _...._..- --._.._.�...�,._.._
��
.,..r..._ _...,__._rT__��_..,__- .--.-.-,,.-,
.._.____ _ ___
- __.__.--___—
� ����.
5.Dae Dilitence Documents. The aaditional Due Diligence Documents previously
provided by Seller to Buyet pursuant to Section 10.6 of this Contract included the fallowing,to
the extent in Seller's possession: '
(a)Copies of all land use applicaiions,approvals,agreements,documents,plats,surveys,
or other items that are not of public record and that may affect or concern the Property which are
cutrently in Seller's possession;
(b)Copies of any geotechnical reports,rockfall reports,avalanche reports,wildfire
reports,and wildlife reports which are currently in Sellea's possession;
(c)Copies of documents and correspondence which are in currently in Seller's possession
and which relate to the assertion by the a night of way affecting the Propetty by the Roaring Fork
Transit Authoriry("RFTA");and
(d)Water reports,water decrees,certificates,well permits,and all court documents,state
and water commissioner records,orders,permits,and deeds by which the water rights,easements
and structures used in connection therewith were previously conveyed,and ditch company
records arid all diversion records related to watec use on the Propecty which aze currently in
Seller's possession.
6.Survev. On or before the 5urvey Deadline,Seller at Seller's and Buyer's shared
expense shall provide Buyer with three(3)copies of an improvement survey plat of the Property,
including any access easements thereto prepared from an on-the-ground inspection by a surveyor
registered in the State of Colorado,which surveyor shall appropriately flag and locate all
perimeter boundary comers of the Property. This survey shail be prepared in accordance with
requirements of C.R.S_ §38-51-IQ2(9)and Buyer and Seller shatl jointly pay for such survey
upon receipt of any invoice in connection therewith. The Seiter wilt provide the surveyor with
the Title Documents for depiction on the survey(or if not possible to be depicted,for ittclusion
of a survey note describing the Title Document}.
Such survey shall be dated as of a date no earlier than the date of this Coniract and shall
show or contain:(i)the correct legal description of the Pmperty(as contained in the title
insurance commitment)by platted lot description if the Property is platted,otheirwise by metes
and bounds description;(ii)atl property dimensions of the Property and the location of all
boanciary comers of the Property;(iii)the number of square feet contained within the Pmpe�ty
(to at least the nearest square foot); (iv)the location of any and all easements,ponds,water
courses,right-of-ways and other matters which are revealed by a physic�l inspection of the
Property or the title insurance commitment and are capable of heing shown,including the
recording information for any easement or right-of-way created by a recorded instrume.nt;(v)the
Iocation of any and all material improvements located on,under or encroaching onto the
Froperty,including,but not Iimited to,any and all buiidings,sidewatks,driveways,paved
parking azeas,roads,potes,averhead power lines,and fences;and.(vi)the location of the
"Seller's Retained Parcel";{vii)the location of the matters provided for in the"Seller's Retained
Access and Utility EasemenY';and(viii)the location of the"Seller's Retained Grazing Acc�ss
EasemenY'.
4
sus �aa3�asa.i
__._---._..__.___ __,..__._.. ��
._. . ....,..r.._.. . __ ._..__.--__._.�----,--_..,.�.�.,�,,._......._.,...___.�__._�._.m.r .��
The Survey shall include the following certification:
'.'1, [narne of surveyor], hereby cert� to [Se11er, Beryer and the title comparryJ
and/or assigns that this is an "improvement suwey plat" as defcned by C.RS. �
3&S1-101(9) and that it is d�nonumented land survey showing the location of al!
stntctures, visible utilities,jences, or walls situaled on the described�xtrcel and
within,five jeet oJall boundaries of such parcel, arcy con�1'icting boundary evidence
or visible encroachments, and all easements, underground uti[ities, and tunnels
described in Commitment for Title Insurance Case
No. , or ot/�er saurces as specified on this improvement survey plat." .
Buyer's right to object to the survey,including but not timited to Seller's dissatisfaction with the
location of the Seller's Retained Pazcel,the location of the matters provided for in the Seller's
Retained Access and Utility Easement,and the location of the Seller's Retained Grazing Access
Easement,shall be as set forth in Section 9.2 of the Contract
7.Seller's Retained Access and Utilitv Easement.Not later than August 24,2012.
Setler shall deliver to Buyer a proposed final foRn of Seller's Retained Access and Utility
E.asement,which provides for,among other thing,s,
(1)a non-exclusive easement under,over and across the Property,for purposes of utility
service,vehicular,equestrian,and pedesh-ian access to and from Seller's Retained Parcel and
Hook Spur Road,
(2)a gas Iine easement for the provision of nahual gas service to the Seller's Retained
Parcel, .
(3)an overhead power line easement for an existing power line providing electrical
service to the Seller's Retained Parcel,
(4)a ditch and headgate access easement affording the owner of the Seller's Retained
Pazcel from time to time with access to and from the existing headgate,measuring flume and
junction box providing water to the Seller's Retained Parcel from the Home Supply Ditch,
(5)a non-public,administrative access easement over a portion of the Setler's Retained
Parcel in favor of the Buyer for purposes of Buyer's vehicular access to and from the existing
road located on the Property which currently extends from the Seller's Retained Parcel to the
"Crown Mesa"land lying above and to the South of the Seller's Retained Parcel and for Buyer's
performance of maintenance to portions of the Property lying above the Seller Retained Parcel,
and
(6}restrictions upon the use of the portion of the Seller's Retained Parcel lying north of
the driveway located on the Seller's Retained Parcel and south of the Seller's Retained Parcel's
northem boundary,generally providing that such area shali at all times remain free of junk,
5
BUS RE1443785�i.t
�3
...r.. .. _.__.��____�.--�-�_____----�_---�-----_
waste,debris,stored materials or other unsighfly matecials,that such azea shall remain irrigated
and shall not be dried up,and a restriction on the Seller's R�ained Parcel that any residential
structure on the Seller's Retained Parcel shall have a maximum floor area of 3,600 square feet of
"Floor Area"as the term"F7oor Area"is defined under the Eagle County Land Use Regulations
from time to time.
In the event that,on or before August 31,2012,Buyer notifies Seller in writing of
Buyer's dissatisfaction with or objection to Seller's proposed form of Seller's Retained Access
and Utility Easement and Buyer and Seller have not agreed in wri6ng upon a mutually
acceptable form of Seller's Retained Access and Utility Easement on or before September 7,
2012,then this Contract shall automatically terminate and Huyet shall re�eive the pr�mpt refund
of Buyer's Eamest Money hereunder. In the event that Buyer either fails to rimely object to
Seller's proposed form af Seller's Retained Access and Utility Essement,or Buyer and Seller
mutually approve a form of Seller's Retained Access and Utility Easement on or before
Septemb�7,2Q12,then at Closing,the parties shall enter into the Seller's Retained Aocess and
Utility�asement which shall be recorded in the real estate records of Ea,gle County,Colorado,
and Buyer shall take title to the Property sub}ect to the terms and condit�ons of the Seller's
Retained Access and Utility Easement
(a)Construction of Trail Connection. Buyer and Seller shall have until Se�tember 7.
2012 to agree in writing upon the parties' i�stallation of a pedestrian and bicycle hail connecting
the existing road in the vicinity of the headgate,measuring flume and junction box located on the
Property,and rurming approximately due East to the existing rosd on the Property(the"Trail
Connection"). The approximate location of the Trail Connection is depicted on Exhibit B
attached hereto and made a part hereof. In the event that,on or before Seatember 7,2012,Buyer
and Seller have not agreed in writing regarding the installation of the Trail,thea this Contrad
shall automatically terminate and Buyer shall receive the prompt tefund of Buyer's Eaznest
Money hereunder.
8.5eller's Retained GrazinQ Access Easement.Not later than An.,gust 24,2012,Seller
shall deliver to Buyer a proposed final form of Seller's Retained Grazing Acc�ss Easement,
which provides for,among other things,a non-exclusive easement over and across the Property
for purposes of vehicular,equestrian,cattle,and pedestrian access by 1/2 AS Land and any other
party who has a valid right to utilize 1/2 AS Land's rights under the"Grazing PermiY'as such
term is defined in this Section 8,to and from Hookspur Road and lands located adjacent to the
Property and which are owned by the United States Bureau of Land Management and which
Seller uses for cattle pasturing and grazing from time to time pursuant to Bureau of Land
Management Grazing Permit Authorization No.0500216 dated February 28,2004,together with
any amendments or extensions or renewals thereof(the"Grazing Permit"j. Vehicular access
over the Seiler's Retained Grazing Access Easement shall be limited to the use of ATV's for
purposes of herding and moving cattle and delivering supplies to cattle from time to time. The
access contemplated herein shall be contingent on 1/2 AS Land maintaining graxing rights on
United States Bureau of Land Management lands pursuant to the Grazing Permit,whether in
connection with the Property or in connecrion with the"1087 Propert}�'referenced in Section I S
below.
6
a�x�aa3�ssa.i
� Y
___________�________��__ ._..__.. �_ _______-_-�.----
In the event that,on or before Au u�st 31.20�2,Buyer notifies Seller in writing of
Buyer's dissatisfaction with or objection to Seller's proposed form of Seller's Retained Grazing
Access Easement and Buyer and Seller.have not ageed in writing upon a mutual{y acceptable
form of Seller's Retained Grazing Access Easement on or before Seetember 7L2012.then this
Cantract shall automatically terminate and Buyer shall receive the prompt refiuid of Buyer's �
Earnest Money hereunder. In the event that Buyer either faits to timely object to Seller's
proposed form of Seller's Retained Grazing Access Easement,or Buyer and Seller mutuaIly
approve a form of Seller's Retained Grazing Access Easement an,or before September 7.2012.
� then at Ctosing,the parties shalt enter into the Seller's Retaine�Grazing Access Easement which
shall be recorded in the real estate records of Eagle County,Cotoradq and Buyer shall take title
to the Property subject to the terms and conditions of the Seller's Retained Grazing Access
Easement.
9.A�t-iculturai Lease.Seller and Buyer desire to provide for 1/2 AS Land's andlor Atec
Parker's continuing use of a historicatly irrigated portion of the Property(ying northeast of the
Home Suppty Ditch and continuing use of certain of the Water Rigi�ts conveyed by Seiler to
Bnyer at C(osing for an annual rentai of One Doltar and no/1t30(S 1.t10)and consistent with
Seller's historic agricultural uses for a period of two(2)years after Closin$pursuant to a written
lease(the"Agricultural Lease''). The Agricultural Lease shall provide for annual renewals
thereof,based on the mutual consent of Buyer and l/2 AS Land aadlor Alec Parker.
Not later than Au�ust 31.2012,Seller shall deliver to Buyer a proposed final form of
Agricultural Lease. In the event that,on or before Au�ust 31,2012,Buyer notifies Seller in
writing of Buyer's dissatisfaction with or objection to Seller's proposed form of Agriculturat
Lease and Buyer and Setler have not agreed in writing upon a mutually acceptable form of
Agriculteual Lease on or before Sevtember 7,2012,then this Contract shall automatically
terniinate and Buyer shalf receive the prompt refund of Buyer's Earnest Maney hereunder. In .
tha event that Buyer either fails to timely object to Seller's proposed form of Agricultural Lease,
or Buyer and Seller mutually approve a form of Agricultural Lease on or before Seatember 7,
2012,then at Closing, 1/2 AS Land and Buyer shall enter into the Agricultural Lease_
10.Graxing PermiL With respect to the Grazing Permit,Buyer and Setler agee that
notwithstanding Setler's sale of the Property to Buyer pursuant to the terms and conditions
hereof, 1!2 AS Land shall retain the right to continue to utilize the Grazing Peimit after Closing
as provided for herein.
a: Seller's Continued Use of Grazin�Permit After Closing. Such continued use of the
Grazing Permit shall be subject to the approval of the Unifed States Bureau of Land Management
from time to time,and shall be conditioned upon either:(1) 1/2 AS Land's or Alec Pazker's
continued utilization of a portion of the Property for agricuttival purposes pursuant to the terms
and conditions of the Agriculiural Lease,or(2) 1/2 AS Land's or Alec Parker's utilizarion of the
1087 Property as a"base property"(as such term is defined by 43 C.F.R. Section 4100.0-5)in.
connection with tf�e Gra2ing Permit.
7
BUS R�4437E54.!
---- ..._,�__-•.-
___._.�._,_.
_,.�...._. _..__._.__..__._.�,.,_-__-_
� �/
__.�..------•*--------
b.Seller's Obli�,ation to Transfer GrazinQ Permit to BuYer. In the event of both the
discontinuance of 1/2 AS Land's or Alec Pazker's utilization af a portion of the Property
pursuant to the terms and condirions of the Agricultural Lease,and(2)either the United States
Bureau of Land ManagemenYs failure or refusal to approve the 1087 Property as-a`base
property"in connection with the Grazing Permit,or the discontinuance of the utilization of the �
1087 Property as a"base property"in connection with the Grazing Permit,then 1/2 AS Land as
the holder of the Grazing Permit shall assign and transfer to Buyer,without warranty,and for no
additional consideration,any rights which 1/2 AS Land may have in connection with the Grazing
Permit,which transfer and assignment shali be subject to the approval of the United States
Bureau of Land Management. Upon such assignment and transfer,Buyer may request the
BLM's approval of the Property as the new"base pmperty"in connection with the Grazing
Permit.
� c.Buver's Obtif�ation to Offer the Use of the Grazing Peanit to Certain Users. Provided
that the United States Bureau of Land Management approves the assignment and transfer of the
Grazing Permit to Buyer,and provided that the Buyer is not utilizing the Grazing Permit in
connecrion with agricultural activiries on the Property,then the Buyer shall therea$er use
reasonable,good faith efforts to offer the use of the Grazing Permit on commercially reasonable
terms and canditions to a party who has a then-existing grazing permit which allows it to pasture
cattle on the Crown Co�unon and the Vasten Homestead Common(a"Preferred Grazing Permit
User"). In the event that either a Preferred Grazing Permit User does not then exist,or if Buyer
is.unabie to successfully enter into an agreement providing for a Preferred Grdzing Permit User's
use of the Grazing Permit,then Buyer may thereafter utilize the Grazing Permit itt its sole and
absolute discretion,including utilizing the Grazing Pemait in connection with agriculhual
activiries on properties other than the Property.
� d. Surviv�l.The provisions of this Section shall survive closing of the Contract and shall
appty to alt subsequent renewals or reissuance by the BLM of the Grazing Permit to 1/2 AS Land
or to Buyer.
11.Buver's Ri�ht of First Refusal on Seller's Retained Parcei. Selter and Buyer desire
to provide for a right of first refusal for the benefit of Buyer with respect to the Seller's Retained
Pazcel(the"Ri�,�t of Fiist Refusal"),provided however that such Right of First Refusal shall not
apply to any conveyance of the Seller's Retained Parcel from Selter to Alec Parker,either prior
to or aftex Closing. Attached hereto and made a part hereof as Exhibit E,is Buyer's and Seller's
jointty approved fonn of Right of First RefusaI. At Closing,the parties shall enter into the Right
of First Refusal which shall be recorded in the real estate records of Eagle County,Colorado,and
from and after Closing,the Seller's Retained Parcel shatl be encumbered by the terms and
conditions.of the Right of First Refusal_
12.Buver's Fundraisin�Contin�encv. In connection with the Buyer's proposed
purchase of the Property,the Buyer will be soliciting financial assistance from ihe Town of
Basalt,the Mid Valley Trails Committee,Eagle County,and the Great Outdoors Colorado Tn�st
Fund("GOCO'�. In the event that Buyer in Buyer's subjective discretion is dissatisfied in any
respect with Buyer's abitity to obtain such financial assistance,Buyer may norify Selter in
. 8
BUS R�14437854.1
��
""._"-_ _�_'_"____-'____._.__.,_... . ._,.y,_._ . �...��..._.�_,__�._._._._�_,._..r_,
writing of such fact not later than Seaternber 7.2012,and upon Buyer's delivery such written
notice,this Contract shaii be of no further force ef�ect,and Seller receive the promptly refund of
Buyer's Eamest Money hereunder.
13.Buver's Additional Reanirements Re¢ardin¢Particiaation bv GOCO. Seller
aclrnowledges that in connection with Buyer's proposed purchase of the Property as prvvided for
herein,Buyer will request a funding grant from the GOCO Trust Fund Board and will request
funding fram Eagle County,Colorado and the Town of Basalt,Colorado. To obtain GOCO
grant proceeds and fiuiding from Eagie County,Colorado and the Town of Basalt,Colorado,
Selter acknowledges that the Buyer must sarisfy certain requirements such as submission of a
qualified appraisal,GOCO conservation easement approval,a survey,an environmental
assessment,title insurance commitment,a geoiogist's remoteness letter,a stewazdship ,
monitoring and land managernent plan,and placement of a sign visibte from a public right of
way which recognizes the role of GOCO in assisting to preserve the Properly and that Eagle
County,Colorado and the Towa of Basatt,Colorado desire to perform their own due dilig�ce
investigation of the Property,a11 of which expenses shall be borne by the Buyer. The Seller
agrees to reasonably coflperate in regard to the Buyer's fulfillment of these potential grant and
funding requirements,at no expense to 5elier. In the event that Buyer in Buyer's subjective
discretion is dissatisfied in any respect with Buyer's ability to obtain such GOCO grant and/or
funding from either Eagle County,Colorado or the Town of Basalt,Colorado,Buyer may norify
Seller in writing of such fact not later than September 21,2012a and upon Buyer's delivery such
written notice,this Contract shall be of no further force e$ect,and Buyer shail receive the
prompt refund of Buyer's Earnest Money hereunder.
14.Seller's Contingencies Resarding Eaete Coantv Land Use Approvals.Buyer
aclmowledges that in coruzecrion with Seller's proposed sale of the Property as provided for
herein,Seller and/or Andrew C. Saltonstall("Saltonstall")will pursue the following land use
approvals from Eagle County,Colorado(collectively,the"Land Use Approvals")at Seller's
and/or Saltonstall's expense,which Land Use Approvals shall be in effect not later than Closing:
(a)Subdivision of Seller's Retained Parcel. Eagle County's approval of a subdivision
of the Property into two legally separate parcels,one of which shall comprise the"Property"
hereunder and the other of which shali comprise the"Seller's Retained Parcel"hereunder,which
approval shall include a restriction upon the construction of a residential structure on the Sel(er's
Retained Parcet with a ma�cimum floor area of 3,600 square feet of"Fioor Area"as the term
"Floor Area"is defined under the Eag1e County Land Use Regulations from time to time,but
otherwise on terms and conditions which shall be acceptable to Seller in Se11er's sole and
absolute discretion
(b)General. Selier acknowledges that Eagle County's review and approval or denial
of any land use applications in connection with the Land Use ApprovaLs shall be subject to the
provisions of Eagle County's Land Use Regulations.
(c)Eagle Countv's Failure to Graut Land Use A.pnrovals•Seller's Dissatisfaction
with Terms and Conditions of Land Use AparovaIs. In the event that E.agle County fails to �
9
BUS_REW437E34.1
_.._...__._.,_�_�.�_.._.�.� ��
._......�-.,._ . ...___.. ...__._---.._ ....,�________._....______°------e+--------
grant the Land Use Approvals on or before Sevtember 21.20l 2,then this Contract shall
automatically terminate as of such date,and Buyer shall receive the prompt refund of Buyer's
Earnest Money hereunder_ Additianally,in the event that Seller is dissatisfied with any aspect
of Eagle County's review,rejection,granting or failure to grant of the Land Use Approvals,
Seller may notify Buyer in writing of such fact not Iater than September 21,2012,and upon
Seller's delivery such written notice,this Contract shall be of no further force effect,and Buyer
receive the prompt refund of Buyer's Earnest Money hereunda.
15. 1087 Proaertv Riparian Conservation Easemenw Andrew C.Saltonstall
("Saltonstall")is the owner of certain improved property familiarly known as 1087 Hook Spur
Road,Basatt,Colorado 81611 (the"1087 ProQertv"). In connection with the 1087 Property, .
Buyer and Seller desire to provide for a"1087 Property Riparian Conservation Easement"in
favor of Pitkin County,Colorado and Eagle County,Colorado,which provides for,among other
thin&s,the grant of a conservation easement ai�ecting portions of the 1087 Property.
Not latec than Au�ust 24,2012,Seller shali deliver to Buyer a proposed 5nal form of
108?Property Riparian Conservarioa Easement. In the event that,on or before Aug.ust 31,2012.
Buyer notifies Seller in writing of Buyer's dissatisfaction with or objection to Seller's proposed
form of 1087 Property Riparian Conservation Easement and Buyer and Seller have not agreed in
writing upon a mutual(y acceptable form of 1087 Property Riparian Conservation Easement on
or before Seutember 7,2012,then this Contract shatl automaticaliy ter�ninate and Buyer shall
receive the prompt refund ofBuyer's Earnest Money hereunder. In the event that Buyer either
fails to timely object to Seller's praposed fonn of 1087 Property Riparian Conservation
Easement,or Buyer and Seller mutually approve a form of 1087 Property Riparian Conservation
Easement on or before September 7.2012,then at Closing,the parties shall enter into the 1087
Property Riparian Conservation Easement which shall be recarded in the real estate records of
Eagle County,Colorado,and Buyer shall take title to the Prope►ty subject to the terms and
conditions of thel 087 Property Riparian Conservation Easement.
16.Assi�nment.Notwithstanding the provisions of 5ection 2.2 of the Contact,Buyer
may assign this Contract,in whole or part,to other public entities or conservation organizations,
including,but not limited to,Eagle County,the Town of Basalt,and the Bureau of Land
Management,far the purpose of assisting Buyer with the payment of the Purchase Price,
provided however,that any such assignment must occur not later than ten(10)days prior to
Closing,and Buyer shall deliver written notice of such assignment to Seller not later than ten
(10)days prior to Closing.
17.Notices. Any norice,demand or document which either party is required or may
desire t�give,deliver or make to the other party shall be in writing and shall be delivered as
provided for in Section 27 of the Contract,addressed as follows:
To Buyer: Board of County Commissioners,Pitkin County
Attn: Da1e Will,Director
Pitlan County Open Space and Trails
530 East Main Street
10
SUS_RE14437851.1
��
�.�_�___�_.__._-.---�-�--_�.....__ .__Y.._... _.-__ ______ , , �----�------
Aspen,Colorado 81b21
Facsicnile No.:(970)920-5198
Email:Dale.WiIl@co.piticin.co.us
With copy to: John M.Ely,Esq,
Pitkin County Attomey's Of�ice
530 East Main Street
Aspen,Colorado 81611
Facsimile No.:(970)920-5198
Email:john.elyQco.piticin.co.us
To Seller: %z AS Ranch Holdings,LLC
c%Andrew C. Saltonstatl
108'i Hookspur Road
Basalt,Colorado 81621
Facsimile:
Emait: salty@aspenrugby.com
With copy to: Curtis B. Sanders,Esq.
Sherman&Howazd L.L.C.
201 North Mi13 Street,Suite 201
Aspen,Colorado 81611
Facsimile:(970)925-I 181
Emait:csanders@shermanhoward.com
Each such notice shatl be deemed given on the date pecsonally delivered or faxed or emaited,on
the date following the date of delivery to Federal Express,or 2 days after�nailing by certified
mail,return receipt requested �
18.Brokera�e Commissions.Seller and Buyer represent to each other that with the
exceprion of Evan Boenning of Aspen Snowmass Sotheby's Intemational Realty and Seller's
agreement to pay a real estate connmission to Evan Boenning of Aspen Snowmass Sotheby's
Intemarional Realty,no other brokers are involved in this transaction. Each party shatt defend,
indemnify and save the other pazty harmless fr�m and against any and all claims,suiis,expeases,
or attorney's fees for any said real estate commission and brokerage charges caused by such
P�Y-
19.RFTA Ri�ht of Wav Issue. Buyer aclmowledges that Seller l�as disclosed to Buyer
the existence of certain alleged encroachments into on a right of way which is aIleged to betong
to die RFTA. Seller makes no representarions regarding Setler's ownership of any lands which
are alleged to be subject to a right of way in favor of RFTA,and Seller's conveyance of title to
the Property to Buyer at Closing shall be subject to any such claims of RFTA,and Seller's
general wazranty deed conveying tide to the Property to Buyer at Closing shall expressly except
to such matters. Upon Buyer's prior written request,at closing,Selter shall deliver to RFTA a
quitclaim deed conveying to RFTA all of Buyer's right,title and interest to the lands deseribed in
that certain Quitclaim Deed recorded as Reception No.901278,Eagle,County,Colorado,and
11
sus_�oas�asa.�
_.....____.___..._..------_...__..__.,.,.___ ..�.,__. _ _----._.________,�..,,,,�,�,,._,.�.__T___.__.___�_-----_^____.;�____
conteinporaneously with Seller's delivery of such quitclaim deed,Buyer shall provide for
RFTA's execution and delivery to Seller of a written right of access to and from the Seller's
Retained Pazcel and the Hookspur Road right of way aver any lands owned by RFTA which lie
between the Property and the Hookspur Road right of way.
20.Furt�er Assurances: Each party hereto shalt from time to time execute and deliver
such additional instruments or do such additional acts as the other pariy may reasonably request
in order to effectuate the'full intent of this Contract_
21.Particiaation in Taz Deferred Exchanee. If requested to do so by Seller,the Buyer
agrees to cooperate with the Seller in accomplishing a tax deferred exchange("1031 Exchan�e"}
involving the sale of the Property. If necessary,and not by way of limitation,the Huyer agcees
that if rec}uested by the Seller,it shall execute a substitute purcha.ce conhact for the Property or
an exchange agreement with another designated party. Each party agrees to execute any other
documents reasonably required in connection therewith. The Buyer shall not be abligated to
incur any(iability or expense due to Seller's tax deferred exchange,and thece shall be no delay in
the closing as a consequence of the exchange. The Buyer shall furthermore be held harmless
from any cost or expense incurred on account of a determination that the exchange was
improper,including but not limited to,attomeys' fees. Under no circumstances shall the Buyer
be required to accept less than fult warranties of title from the Seller to the Property and Seller
shall in the event of said exchange continue to be fully bound by all of the wairanties,
representations and covenants contained in this Contract.
22. Propertv Access. The Buyer or Buyer's designated representatives shall be entitled
to access to the Propecty and its Inclasions from time to time prior to the Closing Date,upon
reasonable advance notice to the Seller. Buyer agrees to indemnify Seller from any claim or
cause of action which may result from tfie Buyer's exercising Buyer's right to enter upon the
Property,which indemnity shall include,although not be limited to,any claim for attorneys' fees
necessary to defend any action brought against Seller or necessary in order to enforce the
provisions of this indemnity.
Z3. Propertv Disciaimer:Purchase KAs-Is". BiJYER HEREBY EXPRESSLY
ACKNOWLEDGES AND AGREES THAT BUYER HAS AND WILL CONTINUE TO
HAVE,PRIOR TO THE CLOSING,INSPECTED AND EXAMINED THE PROPERTY
TO THE EXTENT DEEMED NECESSARY.BY BUYER IN ORDER TO ENABLE
BUYER TO EVALUATE THE PROPERTY. BUYER HEREBY FURTHER
ACKNOWLEDGES AND AGREES THAT BUYER IS RELYING UPON THE
INSPECTIUN,EXANIIIVATION,AND EVALUATION OF THE PROPERTY BY
BUYF.R AND THAT BUYER IS PURCHASING THE PROPERTY UN AN"AS ZS,"
"WHERE IS" AND "WITH ALL FAULTS" BASIS,WITHOUT REPRESENTATIONS,
WARRANTIES,OR COVENANTS,EXPRESS OR IMPLIED,OF ANY KIND OR
NATURE;PROVIDED,HOWEVER,NOTHING CONTAINED IN THIS SECTION 22
SHALL LIMIT TAE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE
BY SELLER IN THIS AGREEMENT OR Il�1 THE GENERAL WARRANTY DEED OR
T$E OTHER CLOSING DOCUMENTS TO BE DELIVERED BY SELLER TO BUYER
AT THE CLOSING.
12
8US_RE14437854.1
___.____------__.___...,.--._.----�---•-- �a_�
_�.__... _ _._._..__...r.---^-+-.�,.,^n---------__._-_ �._.__.._._
24.Forei�n Withholdin�. Seller wazrants that Seller is not subject to withholding as
defined under Intemal Revenue Code Section 1445(Foreign Person Transferor)and will execute.
an affidavit,prior to closing,to that effect.
25.Colorado Withholding Taz Seller and Buyer agree and acknowledge that Col�rado
Revised Statute Section 39-22-604.5 provides that in case of any conveyance of a Colorado real
property interest,the persan or party providing closing and settlement services shall be required
to withhold an amount equal to 2°'a of the sales price or tlie net proceeds resulting from such
conveyance,whichever is less,when the transferor is a non-resident of the State of Colorado.
Seller shall be obligated to either comply with the withholding requirements of C.R.S.Section
39-22-604.5 or provide an affidavit in form and content sarisfactory to the title company,which
certifies that Seller are not subject to the withholding requirements.
BLJYER:
BOARD OF COUNTY COMMISSIONERS,PITKIN
COUNTY
By: f'I� ` � �r �
Date: ,2012
SELLER:
%:AS RANCH HOLDINGS,LLC,a Colorado limited
liability company
By.
Andrew C.Saltonstall,Mana.ger
Date: Date: ,20i2
13
eus �aa3�ssa.i
--_.._._----------____._,.,,......_ ._,... .. w.._._�..�...�._�___-.._.�..�.___..__
� I
24.ForeiQn Withholdina. Seller warranfs thai Seller is not subject to withholding,as
defined under Internal Revenue Code Section 1445(Foreign Person Txansferor)and will execute
an affidavit,prior to closing,to that effect.
25.Colorado Withholdin�Taa.Seller and Buyet agree and acknowladge fhat Colorado
Revised Statute Section 39-22-604.5 provides that in case of any conveyance o�a Colorado real
property interest,the person or party providing closing and settlement services shall be required
to withhold an amount equal to 2%of the sates price or the net pmceeds resulting fro�such
conveyance,whichever is less,when the transferor is a no.n.-resident of the State of Colorado.
Se11er shall be obligatsd to either comply with the withholding requiremeuts af C.R.S.Section
39-22-6()4.5 or provide an affidavit in form and content satisfactory to the title company,which
. certifies that Seller are not sub}ect to the withho(ding requirements_
BUYER
BOARD OF COUNTY COMMISSIONFILS,PITKIN
COUNTY
By:
Date: 2012
SELLER:
%2 AS RANCH HOLDiNGS;LLC,a Colorado limited
liability com
By:
ana�c.s�fo g�
Date: Date: � � � 2012
I3
BUS_REW43TE54.t
� --- - _
� �
Exhibit A to Addendum
(Legal Description of Property)
A parcel of land situated in Tracts 47, 54, 55 and 56 in
Sections 3 and 10, all in Township 8. South, Range 87 West of the
6th Principal Meridian, Eagle County, Colorado, lying
Southwesterly of the southwesterly right-of-way line of the Roaring
Fork &ailroad Flolding Authority and being more particularly described as
follows:
Beginning at a point on the 13ortherly boundary line of said Tract 56, whence a
brass cap found in place and properly marked for angle Point No. 11 of, said
Tx'act 56 bears N 87'14'20" E 463.00 feet;
thence along the boundary of a parcel of land described in a Warranty Deed
recorded September 30, 1997 as Reception No. 635366 in Hook 739 at Page 415 of
the x�ecords of said Eagle Ccunt}� on �he {o'llowing forty (40) courses:
S 02'16�52" E 372_O1 feet;
thence S 69'12'35" E 22.54 feet_
thence South 12_74 feet;
thence N 86"O3•28" id 57_86 feet; .
thence S 20'14'�2" W 38.09 feet;
thence S 34"00'51" W 157_09 feet;
thence S 23'15'29" W 37.58 feet;
'thence S 00'06'S8" W 1643.21 feet;
thence West 731.17 feet;
theace Svuth 327.59 feet;
thence Sast 715.20 feet;
thence North 311.59 feet;
thence Bast 31.94 feet;
thence N 00'06'S8" E 1655.90 feet;
thence N 23'15'29" E 32_80 feet;
thence N 34"00'51" E 157.52 £eet;
thence N 20"14'02" E 40.22,feet,
thence N 18'S1'S1" W 45.19 feet;
thence S 86'03'28" E 54_67 feet;
thence North 23.81 feet;
thence S 69'12'35" E 9.50 feet;
thence S 86'44'10" E 53B.47 feet to a point on the Weaterly bank of a ditch as
b1Llt afld 1�i p1nCe�
theacc along said ditch on the following nine (9) coursea:
N 32'06'20" E fi4.27 feet;
thence N 06'07�29" W 55.18 feet;
theace N 19'13'00" E 51.20 feet;
theace N 02'o1�29" W 56.49 feet;
theace N 15'34'33•'�E 46.46 feet;
thence N 21'14'33" E 44.00 feet;
thence N 03'45'22" W 55.09 feet;
thence N 20'S4'16" E 31.25 feet;
theilce N 13'05'09�� E 53.86 feet;
thence leaving said ditch bank on a course bearing S 87'16'29" E for 467.81
feet to a point on the xesterly bank of a ditch as built and in place;
14
BUS_REk1437854.1
.
�_._.._..-----_----'---...�... �.. �
._.. _.._.____.__.__.�.._.__.,_...._.�_�_...._..._
thence along said weaterly ditch bank on the £ollowing four (4) courses:
N 04'02'37" fi 129.02 feet;
thence N 03'20'47" W 173.81 feet;
theACe N 12'45'28" W 141_47 feet;
thence N 07"11'35" W 185.17 feet;
thence leaving said ditch bank on a course bearing East for 43.80 feet;
thence N 10"15�44" E 409.21 feet;
thence N 50"22'06" E 150.30 feet to a point on the Southwesterly right-of=way
line of said Roaring Fork Railroad;
thence leaving the boundary of said Document described in Book 739 at Page 415
along the Southwesterly boundary line of said railroad on the following thsee
(3) courses:
S 52'31'49" E 164.15 feet;
thence 563.97 feet along the arc of a 2221_27 foot radius curve to the right,"
the chord of which bears S 45'15�24" S 562.46 feet;
thence S 38"55'04" E 208.28 feet;
thence leaving said railroad right-of-way on a course bearing S 02'27'00" S
for 584.65 feet;
thence S 87'S8'32" S 239_2o feet to a point in a fence as built and in place;
thence along said fence on the following nine {9) coursesc
S OS'S4'43" W 476.75 feet;
thence S 87'03'00" W 502.29 feet;
thence N 86"49'18" W 611.36 feet;
thence S 11'39'00" W 176.11 feet;
thence S 27'30'22" W 223.43 feet;
thence S 33'OB'06" W 223.35 feet;
thence 9 47'45'16" W 194.81 feet;
thence S 56'46'10" W 47.61 feet;
thence S 65'S7'OS" W 47.37 feet;
thence leaving said fence on a course bearing S 59'43'26" W for 167.61 feet to
Angle Point No_ 4 of said Tract S5;
thence S 00'ls'00" W 1354.32 feet along Line 11-10 of said Tract 56 to Angle
Point No. 10 of said Tract 56 to Angle Point No. 10 0£ said Tract 56;
thence S 88'19'00• E 642.9� feet along Line 10-9 of said Tract 56 to the
Northwest Corner of a parcel of land described in Warranty Deed to John Vastin
record.eci a.s RecPOtion N^_ 39431 ?n E.:.�lc �02 a*_ Pzge. 37 of sa�� EEgZe eounty
records; _
thence S 24"48'00" E 1509.07 feet along the Westerly botmdary line of said
Reception No_ 39421 to a point on Line B-7 of said Tract 56;
thence N 87'31'DO" W 2603.43 feet along Line 8-7 of said Tract 56 to Angle
Point No_ 7 of said Tract 56;
thence North 1741_74 feet along Line 7-6 of said Tract 56 to Angle P6int No_ 6
of said Tract 56, also being a point on a line described in (2uit Claim Deed
recorded as Reception No. 382477 in Book 486 at Page 274 of said Sagle County
records;
thence along said line recorded as Reception No. 382477 on the following three
(3)� courses: •
East 731.20 feet;
thence N o0-06�58" S 2264.49 feet to a point on Line 12-1i of said Tract 56;
� thence N 87'14'2G'� E 133.67 feet along said Line 12-11 to the point Of
beginning- i u�lll l�01��IND IIM��p H�1�1�u..��...��.�.��..� ...a...,_
15
BUS Rb14437854.1
� �
____.._._.____________.-----...._.-.Y..--_ .,..,�._ _._.---.-.__�__._�__,-------��,__.�.T.�T-•----__.
Exhibit B to Addendum
(Depiction of Seller's Retained Parcel)
16
BUS REl4437854.1
__. _- -------_.._. _,..,_.... _ ._____-------�---.,--_._.___��____�^_._.�__��
� � . � LLCISD �ND NOT1S
MINOR SUBDIVISION EXEMPTION PLAT —���•�""�'•°"'°
SALTONS'I'ALL RANCH . �;.:,,,,;.,,`,�,°.,.�°s.N,..,..,.
� CACL! CODNTT, COLOiADO
�� • �r��r�
� � �� e �.--.
• � �wir�
. "4� • ��u�.r�
�Z'�
. � � , " n��su
• W -N...s_ ��.�r.�s:..:e'r..�-.v«�n
�..a r�rr
{a� .Y.Y. �
Y11 �
�w�A I.
. . � � � ' vY/M l�a/�e IiM'
�u'r, �
�flN W��rA
f�►
� .�i� GrF�IIC�DI1N�T
•Y'r.M'i i'Qt• 'i
� �� � ^ � . �r� � r
1 - � ,. --:,:_w =
; _�_ � ;-
. � — _
.- �__== i
,_ -j--==- --- � :
'� _ �_
_ m W� � .._.. .., yY .� —y „
.. .__.. ,... „v:.�;., _
P =u
1 4IIY�sLilfv.���nf1t � � \M W � w� � .
� . �\ ,�,. � tsui oasu�erter
'� ..�y esr.t�frcr..
� a��r� r.� 9�K ...�. r s�iw����� .
` I�rtrta�al���� ,�1•
� ���.s \�M r S�Q{�rv���� ���' ,.y"���-- ��if
6 wj"a1��.��L°xi
_ �n�.� w.0 ��p�ry '�wra• �w�
� � ���'f�' .
� �'�'���::
} �� ��
Ltlw'r ��
�� ��,
��,
�w �lY Y„1��. �I�H�s
•T'
��• � �
e :���
, — - �� x�'��--..�;�
Y.. ,o _ , . ,,�� .�.�,:.�_:�,��.�,�;�...
- _ :.�f,�
�'g„�,.�::�:� _
; ° �._�'� .w...�._,.
- �= ��� . .�,.
� , .._ .'� ra^..�.......���.w.,�°��
3 ;� -��� ,..
. .G so'��:,�,,.����.«.,..�:
' _ ����n��s'.�s��.�.�i:-�"s'�`�a`w.
a W.
° �,� �:1i�r�3:.T',3���'.Si�°"'
� .�...s,,....�....
4 ! �`«.�I�dd:o.Ct`.R:^�':.f.��.�'d'.:.:.�,.
'a�l�S4` ."�1�.'�:�.:�r:�.:'.�&�i�..»�
BUS_Rh'�4437854.1
_.,.. __---_,_-...��.��----------------------°��.__..
Exhibit C to Addendum �.
(List of Seller's Exclusions)
"Bone Yard"
1981 Blue Ford F-250 Pickup
1996 Chery Topkick 18'Flatbed Truck
1989 Green Ford F-250 Pickup with plow
1949 Studebaker Pickup
1949 Studebaker Pickup(Parts truck)
1970's Cl-7 Jeep(Red)
1970's Ford F250 Pickup
White cazgo box off of old moving truck
U-Haul Trailer
28'Tandem Dual Gooseneck Trailer
24'Double Axle(Red)Gooseneck Trailer
20'Double Axle Bumper Pull Trailer
Flat Deck Hay Trailer
Pipe Trailer
Boat
Farm-All H Tractor
Composite Deck Material
Water Tank(300 Gallon)
Stock Tank
Disabled Veterans Plywood Ramps
Miscellaneous—Pipe/Culverts
Miscellaneous—SteeUWoodburning Stove/Saw Blade
Attactunent/Implement
• RotoTiller
. Wood Chipper �
• Land Planer
• V Ditcher
• Wheel Rake
• Seed Spreader
• Flail Mower
• Sickle Bar
• Six-way Blade
• Hay Grapple
• Kuhn Rake
• John Deere Brush Hog(Mower)
• 2 Harrows
• Rock Picker
• Sprayer
• Disc
• Grain Drill
`.UPPer Yard"
Hairow/Drag
Two-bottom Plow
Railroad Iron Drag/Plane
2 Horse Feeders
Squeeze Chute
Pin-together Chute Rails
Railroad Ties
18
BUS RE�4437854.1
3 �
_--__________._____.._____�,_�._--_ �.,___ __-.___�_--F_-__-------__�.___
Miscellaneous Fence Material and Gate
Miscellaneous Pipe and Fittings
. ppS
• Galvanized Steel
• 6-S"Drain Pipe
19
BUS RE14437854.1
��
__..�.�__ ��_---__....,__.. . ._..-._.. ------- . ------------ ---
---�^rtr!�^-----T-�------ -?r-.�_.
...._..w....�...
Exhibit D to Addendum
(Right of First Refusal)
20
BUS RE44437854.1
- � (
--,_. .- --------__ ,..,._.:
.._..___..._-�-mr�^-.---.,.._.�._y______ _..__--------r-------...
Recording Requested By:
1/2 AS Ranch Holdings,LLC
Upon Recording Return to:
Curtis B. Sanders,Esq.
SHERMAN&HOWARD L.L.C.
201 North Mill Street, Suite 201
Aspen,Colorado 81611
RIGHT OF FIRST REFUSAL AGREE
This Right of First Refusal Agreement(the "A�,reement�) made . ntered inta on the
_day of ,2012 by and between BOARD ��� CO Y C :�`' SSIONERS
OF PITKIN COUNTY, COLORADQ,a body corporate po'tic("Fitkin Co ' d 1/2
AS RANCH HOLDINGS,LLC,a Colorado Iimited liability co ("1/2 AS �
Tlus Agreement is made with reference to and in r�;; ce upo f� following facts and
circumstances:
`:�.
- ;-;�
��;,
WHEREAS, 1/2 AS Ranch has �d and co to Pitici ounty the lands legally
described on Exhibit A attached hereto and.inade a of(the - pen Space Parcel");
�:
WHEREAS,in connection with 1/2 A5 Ranch's conveyance of the Open Space
Parcel to Pitkin County, 1/2,A3 RaIICh�has efainedy�' ; ers of adjacent lands legally
described on E�ibit B attached heref��nd made a p u,'e""�'reof(the"Retained Pazcel")- and
��-P �
,.
WHEREA ,as provided for hereuf�;�itkin�County and 1/2 AS Ranch desire to provide
for 1/2 AS Ranch���rant of to Pitkin County of a'right of first refusal with respect to the
Retained Parcel`as provi�ed fbr Iierein., .
.�-�� .�, ,� w,:
I�ID�W,THEREFORE,�in consideration of the covenants,conditions and terms hereof,in
addi ' �o other valuable consideration,the receipt and sufficiency of which aze hereby
acknow ed,th�`parties agree;as follows:
���
NOV�;THEREFORE; in consideration of the mutual promises and covenants set forth
herein,and other good and'valuable consideration,tl�e receipt and sufficiency of which are
hereby acknowledged,the parties agree as follows: .
1. 1/2 AS Ranch's Receipt of Offer to Sell or Offer to Purchase Retained Pazcel. Except
as expressly provided for in Section 4 below, if,at any time after the date of this Agreement, l/2
AS Ranch desires to make a bona fide offer to a third party to sell the Retained Parcel or receives
a bona fide offer from a third party to purchase a Retained Parcel,then before making or
accepting the offer,as the case may be, I/2 AS Ranch shall send Pitkin County two(2)
counterparts of a written contract for the sale of the Retained Pazcel(the"Purchase and Sale
A eement"). Such Purchase and Sale Agreement shali embody the terms and conditions of the
BUS_RE14315345.t _1_
._.___.._..._- ---�__�._-_._-..�_.... _...._ _____._..----�-=rn�-----�- --------- �a -
, � ---�-,---�--
� ........� ..� .... . ��IliYf MII-� -F�w I f I�ii�M�1V�
third party offer, shatl provide for the sale of the Retained Parcel for cash only,and both
counterparts of which shall ha�e been duly executed by 1/2 AS Ranch. Pitkin County sha11 have
the right,within twenty(20)days after the receipt of the Purchase and Sa1e Agreement,to agree
to purchase the Retained Parcet on the terms and conditions set forth in the Purchase and Sale
Agreement In the event Pitkin County elects to accept the offer embodied in the Purchase and
Sale Agreement,Pitkin County must do so by executing the Pwchase and Sa1e Agreement and
retuining a fully executed counterpart of the Purchase and Sale Agreement to 1/2 AS Ranch
within the twenty(20)day period,together with the full amount of any e st money deposit
specified in the Purchase and Sale Agreement.
2. Pitkin County's Re�ection of Offer. If Pitkin County d< n pt the offer
embodied in the Purchase and Sale Agreement within the time�e d pro � in Section 1
above,then the offer embodied in the Purchase and Sale A�me�shall be ed withdrawn
by 1/2 AS Ranch,and 1/2 AS Ranch sha11 be free for a pen�i���ix(6)months" ` , . _the date of
the Purchase and Sale Agreement to sell or offer to sell the Reta���Parcel to ' "es on
terms not Iess favorable to 1/2 AS Ranch than the t : - .forth im ; chase an Sale
Agreement,and free and clear of this Agreemen�V n the " t the Re ed Parcel is not sold to
a third party withia such six(6)month period,�b„r-_�'f the te e sale e Retained Pazcel
are changed to terms less favorable to the 1�2 AS 4Ra�ch)�i er,,p er to sell or to
purchase the Retained Parcel must first be subrrutted��#�'o�iticin Co in accordance with the
provisions of Section 1 above. °'��'*'
���
,�:.
3. Modification of Finane�al Terms of Offer,In the e�rit l/2 AS Ranch shall,during the
aforesaid six(6)month penod(oi dur�ng asubsequ�'��six�6�month period as provided in this
Section 3),decide to revise�e financia�erms of any� '`of the Retained Parcel upon tertns less
favorable to 1/2 AS Ranch than those c ntained in an�;�`Purchase and Sale Agreement previously
submitted to Pitkin,:County,or shall rece�ve frpm a,ihird party a bona fide offer to purchase the
�.:,; ,.r:
Retained Parcel on':less,favorable financial terms than those contained in any Purchase and Sale
Agreement previously submit�e+d;�o Prtkin County,which offer 1/2 AS Ranch is willing to accept
���. fi �_=
��- �.��.r
(such less favorable financial terms beip�hereinafter referred to as a"New Offer"),then 1/2 AS
Ranch sl�l,with respect to each such I�ew Offer,before offering the Retained Parcet for sale to
a thir � on the:terms embodied in any New Offer,or accepting any New Offer,as the case
ma be,-���r to sell'the Retained:;Parcel to Buyer on the terms contained in the then current New
Offer. The�erms of the New Offer shall be embodied ir2 a new contract for the sale of the
Retained Par�bel;which shall be submitted to Buyer in accordance with the requirements of
Section 1 above :If:.Pitkin'County does not accept the New Offer within si�cty(60J days after the
receipt of the New'Of�er and the written notice refened to in Section 1 above,then 1/2 AS Ranch
sha11 be free for a penod of six(6)months from the expiration of the sixty(60)day period to sell
or offer to sell the Retained Parcel to third parties on terms not less favorable to 1/2 AS Ranch
than those contained in.the New Offer free and clear of this Agreement;provided,however,that
in the event the Retained Parcel or such part thereof is not sold to a third party within the six(6)
month period,then any further offers with respect to the Retained Parcel shall be submitted to
Pitkin County in accordance with the provisions of Section 1 above. . .
BUS_RE44315345.1 _2_
�l
_--------____------- ---�..... __,.. _. _ ___ __--�-.-�----------___-.-...�--__.._.
4.Certain Convevances of Retained Pazcel Exempt from Ri�ht of First Refusal.
Notwithstanding any other term of provisions of this Agreement,the following conveyances of
the Retained Parcel sha11 not be subject to the terrns and conditions of trus Agreement:
a.Any conveyance of the Retained Parcel from 1/2 AS Ranch to Alec Parker;and
b.Any subsequent conveyance of the Retaiued Parcet from Alec Parker by devise,
descent,order or decree.
�
5. Subordination.This Agreement shall be subordinate,sub' �• d juniar to the legal
operation and effect of any present mortgage or deed of trust that' o���: 'en on the Retained
Pazcel,if any. ��'F
� �:
6. Term.The term of this Ageement shall be sev ars.If the Ri "��v F2zst
Refusal is not exercised on or before sale of the Retained Parce ~ ' such 7-year�`"�od,and
there has been no mutual written agreement by the_: "` ";. �exten" term of this�'Agreement,
the.right of first refusal herein shall autvmatically cease `�- rminate, : " er Party shall have
�....�
any fiirther zights hereun:der,at law or in equiiy,and this A m t s =� . ,�t;ull and void,all
without further action or documenta.tion by�eitherP
�' � . .
.�¢�,
�._
7. R.i ts and Obli ations of tlie Parties if the �±� of F' efusal is Exercised. In the
event that the Pitkin County exercises Pitkin�County's n "' hase within the time and in
the manner herein provided,then fhereafter the nghts and o ' 'ons of Piticin County and U2
_, _. _
AS Ranch with respect to the Retained.Parcel shall l�-govemed by the terms and conditions
contained in the Purchasesarid Sale A�gr�ement referen��n Section 1 above or the New Offer
referenced in Section 3 above,as the ca'�s�e pnay be. Pitkm Counry sha11 ha.ve the right of specific
��
performance. , �"
�-� �.�
Y, 4!' %R.^�k 3`"'x s
8. No Assignmen� P�C�c�t�r' �n'ghts under this Agreement are pexsonal to Pitkin
County,an ` `e.not assignable by Pit�fc�aunty to a third party.
F �:.
Norices:�-Any notice,`t�emand,or document which any party is required or may desire
to give, 'ver or3nake to the other party shall be in writing and may be personally delivered or
given by L7 ted�States certified mail,return receipt requested,addressed as follows:
� ,
To lJ2 AS Ranch;LLC:
�:�
To Pitkin County:
Any notice,demand or docu�ent so given,delivered or made by United States mail sha11
be deemed to have been received on the eazlier of the date actually received or the third business
BUS_RE4t315345.1 _3_
� `
^___,.__._,..._......_. . __,_._.. __..�.___._.__._.�—_.,.�.,�,.,v.�nn.._...,T.—..___'.___—^_-------------r----_..__
day af�er the same is deposited in the United States mail as certified matter,addressed as above
provided,with posfage prepaid,or addressed,at the address of record for real property tax
assessment notices with respect to the Open Space Pazcel and the Retained Parcel,as
appropriate. Any party may change its address for the purpose of this Section by giving written
notice of such change to all other Party in the manner provided for in this Section.
10.Miscellaneous.
a.Notice of Default, R_g,ht to Cure. In the event of any t°�nder the
provisions of this Agreement,the non-defaulting party shall,prior to xercise of any right or
remedy,give the party alleged to be in default written notice of s_ de a. together with the
right for a period of ten(10)days after receipt of such notice.t c said • t. If an alleged
default by its nature is not capable of being cured within th : e p vided,t'�'_ alleged to
be in default shall,provided such party is proceeding wi diligence,hav. to a�
, additional twenty(20)days to cure said default. If a default is n ed within the�� e
provided or any extension thereof(which right to c shall der any circumstances
exceed in the aggregate thirty(3Q)days),the non-defaultu► ;:arty sh and thereafter be
free to pursue any right or remedy allowed by t�is Agreemeis_, .° erwi � .' aw.
. : ',i:�:'.; "
:,�
v+
b. Remedies. Each part �s�all have�ie� t and pa " r to bring suit in its own
�.;,
name for any legal or equitable relief flue`t�i.lack of co ° , 'ance wi ' any provisions of this .
Agreement. If any court proceedings are u�stituted in co v'o, � th the rights of enforcement
and remedies provided in this A�e�nent,the pievailing p ; . all be entitled to reimbursement
of its costs and expenses, includmg reasona131"e atto eys'fees,in connection therewith.
�� ��' ��
.�,��,-.�,
c.No Waiver� The failure� - ither pa�ty to insist upon the strict performance of
any provisions of this Agreement or to exer�any,. right or option available to it,or to serve any
notice or to institute�aiiy action,shall not be a vi%aiver or a relinquishment for the future of any
such provision.` � -
� ;�„r
��~� ; ° � s�h ,.
_=
�-� d Amendments�n Wntin�. This Agreement may pot be amended,nor may any
righ ereunder be waived,except by an instnunent in writing executed by the parties hereto and
�-
dul re� ed in the`real es_tate recoids of Pitkin County,Colorado.
`�� {'
`�e:,Colorado�,aw. The interpretation,enforcement or any other matters relative to
this Agreement shall�be ci�nstrued and determined in accordance with the laws of the State of
��
Colorado. �
-� :
xr:
f. Run With the Land. All the provisions of this Agreement,including the
benefits and burdens created thereby,shall run with the land. This Agreement is made subject to
any existing easements,reservations,restrictions or rights of way.
g.Correction Documents. In the event any clerical or other errors are found in
this Agreement the parties agree to promptly execute,acknowledge,initial and/or deliver as
necessary any documentation in order to correct the erroneous document,or description.
aus_xE�a3ts3as.i �}_
�3
--_ ___.�_.�.. -____.___�.__..._�_---_
h. Binding,Effect. All provisions of this Agreement inure to the benefit of and aze
binding upon the parties hereto,their successors,assigns and personal representatives,and any
other owner(s)of the Open Space Pazcel and the Retained�Parcel from time to time.
i.Counterparts and Facsimile Si nature. This Agreement ma.y be executed in
multiple counterparts each of which shall constitute an original but ail of which when taken
together shall constitute one and the same document. The parties hereby e that this �
Agreement may be offered and/or accepted by facsimile communicatio . fhat delivery of
facsimile signatures shall be deemed the same as delivery of origin es_
j. Severabilitv. If any provisions of this Agree en•.shall be:- , alid,illegal or
unenforceable,it shall not affect or.impair the validity,leg .' or enforceabilt f this
Agreement itself or of any other provision hereof,and ther e substituted p,���e�,af�ected
provision,a valid and enforceable provision as similaz as possib the affected pr��s�on.
�.•
k.Entire A�reement.This Agreement and . .other do nts made or given in
connection herewith or therewith constitute the'entire und � an ment between the
parties with respect to the matters provided�r her� an all or written or oral
r
understandings and agreements betwe - � parties tlr espect th - o.
N ��
. IN WITNESS WHEREOF�the partie��ave exec _ ght of First Refusal
�.
Agreement to be effective as of�i��date set fort�above.
�.
,t ; ��-�
v�,s:.= ;�,
rc�^���. : �
.��• -
1/2=�4S,RANC LC,a Colorado limited
liabili .company
.. - By`M ,
;; �� ,��� .
drew J. Saltonstall,Manager
��� � }�"
.��� � ��,
� : '` BOARD OF COUNTY COMMISSIONERS .
�j `µ PITKTN COUNTY,COLORADO
��.<, :_
.-
�
;-. �� By:
k'«:.
Print Name:
Title:
Date:
BUS RE14315345.1 _5_
� �
-----�_°.----_._....,__..,. __._..-..___._ . ._.•-r..._,. .__. ..__._._..._._..._-r^-mr�r-------�-.__._...,�.._......_.___----�
., . , _'--r�-'-�----
�...�.� __ _ . ..Y.__�
��- ..:�-��,
_�___..�
_.�.�_�.�,�.�..,
STATE OF )
) ss.
COUNTY OF ) �
Subscribed,swom to and acknowledged before me this day of ,2012,
by.Andrew J. Saltonstall as Manager of 112 AS Ranch,LLC,a Colorado 1' 'ted liability
company.
Witness my hand and official seal.
My commission expires: ��
,��a. �` ����
Notary - .s�,
.,� .�'�
.,:,;
STATE OF ) .
)SS- ��
COUNTY OF ) ��2 ���`
�';�, ¢b
The foregoing instrument was acknowledged befo" e s^day of
,2012 bY as «. of Pitkin
County,Colorado. - ��, t�` �
.�� � � �
. ,, . � ��,.
�: :
WITNESS my hand and seal �� � �
� My commissio�i;e�pires:
. � ���g �
������.
- . ��:d< l.2'n-„ "
No�atj��Public r
��
���� �+T_
���� �.;. . -'f;>
„ .,_�
.�^;�
�`
��
t F'<-
� � -
�v�
BUS_RE14315345.1 _6_
�/ /
!
_...._�.'_��..�:.�.��..A..__.�-.�..Y._.....-�..www�.-.__ . . . ..._....�...... . _ . .�..�.-+—.•.T_,�._�..�„_._ •
...�_""""�,_.. . __�._'_'____.��T.�.`__"'.`_
Exhibit A to Right of First Refusal A.greement
(Legal Description of Open Space Parcen
Exhibit B to Right of First Refusa!Agreement
(Legal Description of Retained Parcen
.�:�
x;�
�� -
.`;.:;
$�
�
� ��;�y'=�
� ...
q� . '
��� �%
�g
� �Y. . F� t. �� �._
3 � ' ��.
�
s4:' q Y�'y � . _
d� �.
�
�;
" - �p
� _���. �� � �f� .
. ct
���
E3'
5" ti '
�, t
�v' ��.�-� >
Hl y.
BUS RE�43]5345.1 _7_
v��
,�--�_._.�.___._..__----•-.,..._.��.�..'-_.._.. . ..-..�T...... . __.._. ....._,_._.-.—.--._.—. . _„"'""'___—r-�qn,..,_,___.-._"—.