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HomeMy WebLinkAboutbocc.ord.042.1999J 11111111111 IIN111111111111 III 1111111 III 11111 ills 1111 439870 01/26/2000 12:23P ORDINANC DAVIS SILVI 1 of 13 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, AUTHORIZING EXECUTION OF THE CONTRACT FOR THE PURCHASE OF THE RYAN PROPERTY ORDINANCE # i/A, SERIES OF 1999 RECITALS The Voters of Pitkin County and the Pitkin County Commissioners established an Open Space and Trails Fund for the purposes of preserving and developing open space and trails resources in Pitkin County, and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds. 2. The Pitkin County Open Space and Trails Board of Trustees has designated certain types of properties as priority acquisitions, with inholdings surrounded by public lands as one of the priorities. 3. The Ryan Parcel, described on Exhibit A to the attached Contract and incorporated by this reference, is an inholding within the White River National Forest and is possessed of outstanding scenic values. 4. The Parcel is adjacent to the Cathedral Lake Trailhead and Upper Castle Creek Road which is not plowed in winter and is a very popular nordic skiing access to the Pearl Pass area of the White River National Forest. 5. Because of the Parcel's proximity to the historic mining town of Ascroft and Toklat, which just celebrated its 50' year as a local landmark, and its inclusion of historic sites used by the 10ih Mountain Division during World War Two, the Ryan parcel is important to the cultural heritage of Pitkin County. 6. The Federal Government ultimately desires to acquire the parcel in exchange for other open space properties of importance to Pitkin County. 7. Acquisition of the Ryan Parcel by the Open Space and Trails Program and the Aspen Valley Land Trust ("buyers") will facilitate a land swap with the federal government and will therefore enable permanent protection of the Ryan Parcel. 8. On September 16, 1999 the Board of Open Space Trustees passed resolution 99- 04 recommending an expenditure of up to $1,250,000.00 for the purchase of an interest in the Ryan Parcel, which combined with an interest in the parcel to be 111111I "III IIIIII 11111 11111 III 111111II III 11111 1111IIII 439870 01/26/2000 12:23P ORDINANC DAVIS SILVI 2 of 13 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO acquired by the Aspen Valley Land Trust, will vest the entire ownership in the buyers. 9. On September 24, 1999, the owner of the Ryan Parcel executed a contract to sell the property jointly to Pitkin County, through the Open Space and Trails Program, and Aspen Valley Land Trust ("buyers"). 10. The attached contract ("Contract"), Exhibit 1, for joint acquisition of the property by the Open Space Program and Aspen Valley Land Trust is consistent with resolution 99-04, and further provides the buyers 90 days to develop and define the terms of the joint ownership with due regard for the federal land swap process. 11. The Contract further provides for a refundable earnest money deposit of $50,000 which will be placed in an interest bearing account with interest accruing to the buyers in proportion to their respective contributions. 12. The Open Space and Trails Program has the funds available to purchase the property without depleting its open space resources available for this term; NOW THEREFORE BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado, that: A. Pitkin County jointly acquire with the Aspen Valley Land Trust full ownership of the approximately 35-acre property known as the Ryan Parcel under the following terms and conditions: 1. The refundable $50,000 earnest money deposit paid by Pitkin County shall be placed in an interest bearing account with interest accruing to the Pitkin County Open Space and Trails Fund. 2. The contribution of the Pitkin County Open Space and Trail Fund toward the total purchase price provided in the contract shall be $1,250,000.00. 3. Prior to the end of the buyers' 90 day inspection period the County shall be provided with copies of existing leases, including leases affecting the three cabins on the property as well as leases affecting ski trails. B. The chair is authorized to execute a Contract in substantially the form as attached as Exhibit 1 to this Ordinance, after approval of the form of such contract by the attomey's office, and such other documents, including a deed, as may be necessary to finalize this acquisition. : 99-'/2- INTRODUCED, FIRST READ AND SET FOR PUBLIC HEARING AT THE SPECIAL MEETING ON THE 28th DAY OF SEPTEMBER, 1999. NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES WEEKEND EDITION ON TT iE 7 th DAY OF Dc:rbl �- , 1999. APPROVED AND ADOPTED AFTER SECOND READING AND PUBLIC HEARING ON THE 13th DAY OF OCTOBER 1999. PUBLISHED AFTER ADOPTION IN THE ASPEN TIMES WEEKEND EDITION ON THE aQ DAY OF /1/81/ • , 1999. AI IEST: B Jean;' e Jones, lie Lamon Dep � Clerk and R-corder Chair Date: liWaacla BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVED AS TO FORM: Deborah Quinn /'7/S'/% 7 Assistant County Attorney RECOMMENDEDD FOR ADOPTION: '1I /7 Dale Will, Director Open Space and Trails c: \dw\ryan\property\ord_0999. doc MANAGER APPROVAL: Su$aigne Ko�chan Co (ty Man ger 111111111(11BIM 1111111111 Ill 111111111111111111111111 439870 01/26/2000 12:23P ORDINANC DAVIS SILVI 3 of 13 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO 9 9 - MASON & MORSE RtAI- tb I A 1 c 514 EAST HYMAN AVENUE ASPEN. CO 81611 CONTRACT # (970) 925-7000. Fax: (970) 925-7027 The prmtea portions of this form have been aoprovea by the Colorado Real Estate Commission. (CBS 3-9-99) APPROVED BY ORDINANCE # *W2 1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the Property defined below on the terms conditions set forth in this contract THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND fl OR OTHER COUNSEL BEFORE SIGNING. CON TRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) (CASH AT CLOSING) Date: Seetember 24, 1999 DEFINED TERMS. Buyer. Buyer. ET_TKIN COUNTY EOARD OF COUNTY _OMMISSIONERS AND / 1DR ASSIGNS AZPEN VALLEY LAND :'RUST APPROVED BY BOCC ON /6-/3- 99 will take title to the real property described below as ❑ Joint Tenants 0 Tenants In Common ® Other n/a b. Property. The Property is the following legaily described real estate: METES AND BOUNDS AS ATTACHED AS EXHIBIT "A" in the County of PITKIN , Colorado. commonly known as No. TBD CASTLE CREEK ROAD AKA THE RYAN PARCEL ASPEN COS Street Address City State Zip together with the interests. easements. rights, benefits. improvements and attached fixtures appurtenant thereto, all interest of Sel vacated streets and alleys adjacent thereto, except as herein excluded. c. Dates and Deadlines. Item :No. Reference Event 1 95a Loan Appucanon Deadline Date or Deadline N/A 95o Loan Lotmrtttment Deadline N/A 9 oc Buyers Credit Intormanon Deadline N/A 4 § 5c Disapproval of Buyers Credit Deadline N/A § od Existing Loan Documents Deadline N/A 6 9 5d Objection to Existing Loan Deadline N/A 7 § 3d Approval of Loan franster Deadline N/A 3 9 6a Appraisal Deadline N/A 9 § 7a Ttle Deadline October 04, 1999 10 § 7a Survey Deadline October 15, 1999 11 § 7b Document Request Deadline October 04, 1999 12 § 8a Title Oblecnon Deadline October 11, 1999 i3 §Bb Off-Recom Matters Deadline October 17, 1999 14 9 Sb Off -Record Matters Objecnon Deadline October 20, 1999 1 lb § 10 Seller's Property Disclosure Deadline October 04, 1999 6 9 10a Inspection Oblecnon Deadline SEE SEC. 24 17 § lob Resolution Deadline SEE SEC. 24 13 § 11 Closing Date January 15, 2000 CBS 3-9-99. Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ranch) ReaIFASTS Forms. Pox 4700. Frisco. CO 80443. Version 5.52. 1Rea1FAMT®. 1999; Reg* LC000L223153 Completed ov - Perry A. Harvey, MASON & MORSE REAL ESTATE 09/24/99 13:03:40 Puyensl 0 44 jy 3 lb rossession uate January 15, 2000 '0 3 16 Possession lime :00 P.M. :1 3 LX Acceptance Deadline Date Septemner 30, 1999 § 28 l Acceptance Deadline Time In/a In/a In/a In/a In/a In/a Inia n/a Tn/a In/a d. Attachments. The following exhibits, attachments and addenda are a part of this contract: LEGAL .,ESCRIPTION AS EXHIBIT ":" e. Applicability of Terms. A check or similar mark in a box mans that such provision is applicable. The abbrevia "N/A" means not applicable. 3. INCLUSIONS AND EXCLUSIONS. a. The Purchase Price inciudes the following items (Inclusions): (1) Fixtures. If attached to the Property on the date of this contract. lighting, heating. plumbing, ventilating, ant conditioning fixtures. inside telephone wiring and connecting blocks/jacks. plants. mirrors. floor coverings, intercom systems, sprin systems and controls: and 7ABINS AND ANY OTHER PROPERTY CN THE PREMISES BELONGING TO THE SELLER (2) Other Inclusions. If on the Property whether attached or not on the date of this contract: storm windows. storm doors. window and porch shades. awnings. blinds. screens. window coverings, curtain rods. drapery rods, sto• sheds, and all keys. Check box if included: ❑ Smoke/Fire Detectors. LI Security Systems; and N/A (3) Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: N/A (4) Water Rights. The following legally described water rights: ALL WATER RIGHTS APPURTENANT TO THE PROPERTY OEM ,.. V N/A _1M,- ▪ y Z b. Instruments of Transfer. The Inclusions are to be conveyed at Closing free and clear of all taxes, liens N om� v encumbrances. except as provided in § l2. Conveyance shall be by bill of sale or other applicable legai instrumentls). _a = Any water rights shall be conveyed by BARGAIN & SALE deed or other applicable legal instruments). Y c. Exclusions. The following attached fixtures are excluded from this sale: I.' NONE �Nd (5) Growing Crops. With respect to the growing crops Seller and Buyer agree as follows: =-oI 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as folic • �N▪ Z —tog DSO �N® gym BNB• gx —�10 tea.. inim co mem o _ v Ott Item No. Reference Item Amount Amount 1 § 4 Purchase Price S 3, 225, 000. 00 3 § 4a Earnest Money 50,001 3 § 4b New Loan 4 § 4c Assumption Balance 5 § 4d Seller or Private Financing b § 4e Cash at Closing 3,175,00 7 TOTAL 3,225,000.001 3,225,00 a. Earnest Money. The Earnest Money set forth in this Section. in the form of CHECK is part paym the Purchase Price and shall be payable to and held by MASON & MORSE , in its trust account, on behalf of both Sell Buyer. The patties authorize delivery of the Earnest Money deposit to the Closing Company, if any, at or before Closing. CBS 3-9-99. Contract to Buy and Sell Real Estate (Vacant Land • Farm • Ranchl ReaIFAST® Forms, Sox 4700. Frisco, CO 80443. Version 5.52, ®ReaIFAST®, 1999: Reg# LCOCOL223153 Completed by - Perry A. Harvey, , MASON 3 MORSE REAL ESTATE Buyer(e) 09/24/99 13:03:40 F WWI 0 49-41 2- c1Y Lan. "Cmittaa - Nct Applicable] 9 NMI F,l 8 M >- V1F 0 . G0) �cz .-1 C3 DC z F— M Z 0- 4-4 0m moo• a. `oiz N Inn 4-1 m Mm G NN 'N m =_ 4-4 ea(,) B44 CD o =aco c. Assumption. Omitted - Not Applicable] Seller or Private Financing. [Omitted - Not Applicable] Cash at Closing. All amounts paid by Buyer at Closing including Cash at Closing. plus Buyer's closing costs, sha n funds which compiy with all applicable Colorado laws. which inciude cash. electronic transfer funds, certified check. savings and teller's check and cashier's check (Good Funds.). FINANCING CONDITIONS AND OBLIGATIONS. Loan Application. [Omitted - Not Applicable] b. Loan Commitment. [Omitted - Not Applicable] c. Credit Information. [Omitted - Not Applicable] d. Existing Loan Review. [Omitted - Not Applicable] 6. -APPRAISAL PROVISIONS. a. Appraisal Condition. This subsection a. 21 Shall ❑ Shall Not apply. Buyer shall have the sole option and election to terminate this contract if the Purchase Price exceeds the Property's value determined by an appraiser engaged by BUYER . The contract shall terminate by Buyer giving S written notice of termination and either a copy of such appraisal or written notice irom lender which confirms the Property's valuatk less than the Purchase Price, received on or before the Appraisal Deadline (§ 2c). if Seller does not receive such written notic termination on or before the Appraisal Deadline (§ 2c), Buyer waives any right to terminate under this subsection. b. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this contract shall be timely paid by ®Br Seller. 7. EVIDENCE OF TITLE. a. Evidence of Title: Survey. On or before Title Deadline ( § 2c), Seller shall cause to be fumished to Buyer, at Se expense, a current commitment for owner's title insurance poticv in an amount equal to the Purchase Price or if this box is checkec An Abstract of title certified to a current date. if a tine insurance commitment is furnished. it ® Shall 7 Shall Not commit to d ;r insure over the standard exceptions which reiate to: (1) parties in possession. (2) unrecorded easements. (3) survey meters, (4) any unrecorded mechanics' liens. (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by ® Buyer ❑ Seller. An amount r. exceed S 2, 000 . 00 for the cost of any improvement location certificate or survey shall be paid by 0 Buyer ® Se If the cost exceeds this amount, BUYER shall pay the excess on or before Closing. The improvement location certificate or st: shall be received by Buyer on or before Survey Deadline (§ 2c). Seller shall cause the title insurance policy to be delivered to Buy soon as practicable at or after Closing. b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller. at Seller's expense. shall fumish to Buyer, copy of any plats. declarations. covenants. conditions and restrictions burdening the Property, and (2) if a title insurance commit= required to be furnished, and if this box is checked ® Copies of any Other Documents (or, if illegible. summaries of such docum listed in the schedule of exceptions IExcepttonsi. Even if the box is not checked. Seiler shall have the obligation to furnish documents pursuant to this subsection if requested by Buyer any time on or before the Document Request Deadline (§ 2c). requirement shall pertain oniv to documents as shown of record in the office of the cierk and recorder(s ). The abstract or title insu commitment. together with any copies or summaries of such documents furnished pursuant to this Section. constitute the title docur (Title Documents). 8. TITLE. a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchanta of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and to Seiler on or before Title Objection Deadline ( § 2c). or within five (5) calendar days after receipt by Buyer of any Title Docume or endorsement(s) adding new Exception(s) to the title commitmeni together with a copy of the Title Document adding new Except to title. If Seller does not receive Buyer's notice by the date( s) specified above. Buyer accepts the condition of title as disclosed by the Documents as satisfactory. b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off -Record Matters Des (§ 2c) true copies of all leases) and surveys) in Seller's possession pertaining to the Property and shall disclose to Buyer all easern liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspec Property to determine if any third party(ies) has any right in the Property not shown by the public records (such as an unrecc easement. unrecorded lease. or boundary line discrepancy). Written notice of any unsatisfactory conditions) disclosed by Sell revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller on or before Off -Record Matters Obje Deadline (§ 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of third parti which Buyer has actual knowledge. c. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGA1 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXA CBS 3-9-99, Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ranch) ReaiFAST® Forms. Sox 4700. Frisco. CO 80443, Version 5.52. CReaIFAST®. 1999: Reg# LCOCCL223153 Completes by - Perry A. Harvey. , MASON & MORSE REAL ESTATE Buyers) 09/24/99 13:03:40 Pe Sepals) 0 : Qq-LJL 5 :;7 C1PERTV i'WITHT\I S CH PROPERTY nlVNT'RC 71i SUCH nicT_ I T` MAY BE PT AC`1.1 AT RISK F INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DE WHERE CIRCUMSTANCES ARISE RESULTING LN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SU INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DE FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SU DISTRICTS. EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTI FOR AN INCREASE IN SUCH MILL LEVIES. In the event the Property is located within a special taxing district and Buver desires to terminate this contract as a resul written notice is received by Seiler on or before Off -Record Matters Objection Deadline t § 2c). this contract shall then terminate Seller does not receive Buyer's notice by such date. Buver accepts the effect of the Property's inclusion in such special taxing distric and waives the right to so terminate. d. Right to Cure. If Seller receives notice of unmerchantability of title or anv other unsatisfactory title condition(s commitment terms as provided in § 8 a or b above. Seller shall US,dKea$gnable effetitto correct said items and bear any nominal expt to correct the same prior to Closing. If such unsatisfactory title condition(s) are not corrected on or before Closing, this contract s then terminate; provided. however. Buyer may, by written notice received by Seller, on or before Closing, waive objection to such it( e. Title Advisory. The Title Documents affect the title. ownership and use of the Property and should be revie carefully. Additionally, other matters not reflected in the Title Documents may affect the title. ownership and use of the Propt including without limitation boundary lines and encroachments. area, zoning, unrecorded easements and claims of easements, leases other unrecorded agreements. and various laws and governmental regulations concerning land use. development and environmt matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the surface estate t not necessarily include transfer of the mineral rights. Third parties may hold interests in oil, gas, other minerals, geother energy or water on or under the Property, which interests may give them rights to enter and use the Property. Such matters be excluded from the tide insurance policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there strict time limits provided in this contract (e._., Title Objection Deadline [§ 2c] and Off -Record Matters Objection Deadline [§ - 9, LEAD -BASED PAINT. Unless exempt, if the improvements on the Property inciude one or more residential dwelling(s which a building permit was issued prior to January 1, 1978. this contract shall be void unless a completed Lead -Based Paint Discic (Sales) form is signed by Seller and the required real estate licenseet s), which must occur prior to the parties signing this contract 10. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property Disclosure Deadline (§ 2c), S agrees to provide Buyer with a written disclosure of adverse matters regarding the Property completed by Seller to the best of Se current actual knowledge. a. Inspection Objection Deadline. Buver shall have the right to have inspection(s) of the physical condition of Property and Inclusions, at Buyer's expense. If the physical condition of the Property or inclusions is unsatisfactory in Buyer's subjet discretion, Buyer shall, on or before Inspection Objection Deadline (§ 2c): (1) notify Seller in writing that this contract is terminated. or (2) provide Seller with a written description of any unsatisfactory physical condition which Buyer requ Seller to correct (Notice to Correct). If written notice is not received by Seller on or before Inspection Objection Deadline (§ 2c). the physical condition of Elm" to Property and Inclusions shall be deemed to be satisfactory to Buyer. inim> b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in writir Ey a settlement thereof on or before Resolution Deadline (§ 2c), this contract shall terminate one calendar day following the Resole Deadline. unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. « o c. Damage: Liens: indemnity. Buver is responsible for payment for all inspections. surveys. engineering reports o ln = any other work performed at Buyer's request and shall pay for anv damage which occurs to the Property and Inclusions as a result of activities. Buyer shall not permit claims or liens of any kind against the Property for inspections. surveys. engineering reports and for o Imo F other work performed on the Property at Buyer's request. Buyer agrees to indemnify. protect and hold Seller harmless from and ag =mw d any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity Intl Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable attorney o m The provisions of this subsection shall survive the termination of this contract. d m 11. CLOSING. Delivery of deed(s) from Seller to Buver shall be at Closing (Closing). Closing shall be on the date specifie N= the Closing Date (§ 2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designate( moms NLISTING BROKER Ate'" m 12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with theISI N a terms and provisions hereof, Seller shall execute and deliver a good and sufficient GENERAL WARRANTY deed to Buyer, at Clo: MUM N conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title sha m m• conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Bu N m signature hereon, whether assessed or not. Title shall be conveyed subject to: wow a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepte � el Buyer in accordance with § 8a [Title Review], b. distribution utility easements. =m o c. those specifically described rights of third parties not shown by the public records of which Buyer has actual knowl —a t- and which were accepted by Buyer in accordance with § 8b [Matters Not Shown by the Public Records', and d. inclusion of the Property within any special taxing district. and CBS 3-9-99, Contract to Buy and Sell Real Estate (Vacant Lana - Farm - Ranchl Rea!FAST® Forms, Box 4700, Frisco, CO 80443, Version 5.52. ©ReaiFAST®. 1999: Reg# LC0C0L223153 Completed by - Ferry A. Harvey, , MASON & MORSE REAL ESTATE Buyerls) 09124199 13:03:40 Pit Seller(S) > v �J MOM in I-.HMO mow g >ta o : 44—'-rz- pp� :e benefits and burdens of any declaration and party wail :..-ree.ment5. if any, and Y/ f. other NONE 13. PAYMENT OF ENCUMBRANCES. Any encumorance reautrea to oe pala shall be data at or betore Closing tram proceeds of this transaction or from any other source. 14. CLOSING COSTS: DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds. their respective Clos costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and comp ail customary or reasonably required documents at or before Closing. Fees for real estate Closing services shall be paid at Closing 0 One -Half by Buyer and One -Half by Seller ❑ Buyer ❑ Seller ❑ Other *the e The local transfer tax of N/A % of the Purchase Price shall be paid at Closing by [ Buyer [ Seller. Any sales use tax that may accrue because of this transaction shall be paid when due by E Buyer ❑ Seller. 15. PRORATIONS. The following shall be prorated to Closing Date ( § 2c), except as otherwise provided: a. Taxes. Personal property taxes. if any, and general real estate taxes for the year of Closing, based on ® The Ta for the Calendar Year Immediately Preceding Closing ❑ The Most Recent Mill Levy and Most Recent Assessment ❑ Ot r.ia b. Rents. Rents based on ® Rents Actually Received ❑ Accrded. Security deposits held by Seller shall be credite. Buyer. Seller shall assign all leases to Buyer and Buyer shall assume such leases. n/a c. Other Prorations. Water, sewer charges; and interest on continuing loants), if any; and none d. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. 16. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ subiect to the following lease(s) or tenancy(s): T 3IN LEASES TO BE PROVIDED TO BUYER DURING INSPECTION PERIOD. If Seller. atter Closing, fails to aeliver possession as specified. Seller shall be subiect to eviction and shall be additionally li :o Buyer for payment of S 300.0 C . per day from the Possession Date (§ 2c) until possession is delivered. 17. s.NQ\ASSIGNABLE: This contract shall ggt\be assignable by Buyer without Seller's prior written consent. Except a restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of parties. 18. CONDITION OF AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this contract. Property, Inclusions or both shall be delivered in the condition existing as of the date of this contract, ordinary wear and tear excer a. Casualty; Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty pric Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before Closing Date (§ 2c). In the event such damage is not repaired within said time or if the damages exceed such sum, this contract ma: terminated at the option of Buyer by delivering to Seller written notice of termination. Should Buyer elect to carry out this cons despite such damage, Buyer shall be entitled to a credit, at Closing, for all the insurance proceeds resulting from such damage to Property and Inclusions payable to Seller but not the owners' association. if any, plus the amount of any deductible provided for in insurance policy, such credit not to exceed the total Purchase Price. b. Damage: Inclusions: Services. Should any Inclusion(s) or service(s) (including systems and components of Property. e.g. heating, plumbing, etc.) fail or be damaged between the date of this contract and Closing or possession, whichever sha eariier. then Seller shall be liable for the repair or replacement of such Inclusion(s) or service(s) with a unit of similar size, age auaiity. or an equivalent credit. but only to the extent that the maintenance or replacement of such Inclusion(s), service(s) or fixtures :lot the responsibility of the owners' association. if any, less any insurance proceeds received by Buyer covering such repai replacement. The risk of loss for any damage to growing crops, by fire or other casualty, shall be borne by the party entitled to growing crops, if any, as provided in § 3 and such party shall be entitled to such insurance proceeds or benefits for the growing cr if any. c. Walk -Through; Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this contract 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge the Selling Company or the Listing Company has advised that this document has important legal consequences and has recommer the examination of title and consultation with legal and tax or other counsel before signing this contract. 20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest MI hereunder or any other payment due hereunder is not paid. honored or tendered when due. or if any other obligation hereunder is performed or waived as herein provided. there shall be the following remedies: a. If Buyer is in Default: (1) Specific Performance. Seller may elect to treat this contract as canceled. in which case all payments things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as ma proper. or Seller may elect to treat this contract as being in full force and effect and Seller shall have the right to specific perform or damages, or both. (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyei retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payn and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER'S SOLE AND O CaS 3-9-99, Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ranch) ReaIFAST® Forms Sox 4700, Frisco, CO 80443. Version 5.52. CReaIFAST®, 1999: Reg# LCOCOL223153 Completed by - Perry A. Harvey, , MASON & MORSE REAL ESTATE Buyer(s) 09/24/99 13:03:40 Pa SOWN) :E?rfDY for Buyers failure to performthe obligations of this contract. Seiler expressiy waives the remedies of specific perforrnan tnd additional damages. b. If Seiler is in Default: Buyer may elect to treat this contract as canceied. in which case all payments and things value received hereunder shall be returned and Buyer may recover such damages as may be proper. or Buyer may elect to treat ti contract as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. c. Costs and Expenses. In the event of any arbitration or litigation relating to this contract. the arbitrator or court sh award to the prevailing party all reasonable costs and expenses. including attorney fees. 21. MEDIATION. If a dispute arises relating to this contract prior to or after Closing, and is not resolved, the parties shall fi proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person w helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the dispute m agree before any settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of st: mediation. The mediation. uniess otherwise agreed, shall terminate in the event the' entire dispute is not resolved 30 calendar days fro the date written notice requesting mediation is sent by one party to the other(s). This Section shall not alter any date in this contra unless otherwise agreed. 22. EARNEST MONEY DISPUTE. Notwithstanding any termination of t)tis contract. Buyer and Seller agree that, in the event any controversy regarding the Earnest Money and things of value head by broker or Closing Company (unless mutual written instructic are received by the holder of the Earnest Money and things of value), broker or Closing Company shall not be required to take any act: but may await any proceeding, or at broker's or Closing Company's option and sole discretion, may interplead all parties and deposit r moneys or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attomey fees. 23. TERMINATION. In the event this contract is terminated. all payments and things of value received hereunder shall returned and the panics shall be relieved of all obligations hereunder, subject to §§ 10c. 21 and 22. 24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not been approved by the Colorado R Estate Commission.) This is not a part of the Colorado State approved forms. This was prepared by Perry Harvey. All earnest money shall be placed in an interest bearing account, with all interest accru to the Buyers, in proportion to their contribution. Buyer's Social Security Numbers are: It is mutually agreed upon by all parties to this Contract that, if necessary, facsimile communication and/or acceptance shall be an acceptable and binding form of communication. An original shall be provided to the other party(ies) within seven (7) days of receipt of said facsimile copy. =ico.$ Seller warrants that he is not subject to withholding as defined under Internal Revenue C F- rSection 897 (Foreign Person Transferor) and will execute an affidavit to that effect prio NZ to closing. mmitn ommii>o Seller and Buyer hereby agree to engage P_tkin County T_tle Co. as Closing Agent, to prov oz :losing and settlement services _._ connection with this transaction. Fr Gl Y mmizd Seller acknowledges that this contract it not binding until the Pitkin County Board of Commissioners has approved the purchase througn a public hearing process, to be accomplis ■=o m during the month of October, 1999. i�m O. FUNDING: Buyers hereby commit, pursuant to the terms and conditions of this contract, to 9=IIN provide $2,750,000.00 of the purchase price plus or minus customary closing costs. Buyers won GB =CMS and Seller hereby agree to cooperate to raise the balance of the required funds and shall • gym have forty five (45) days from the acceptance of this contract by all parties, but in no ��s o event past the November 15, 1999, to raise the balance of $475,000 in contributions to be amigo made to the Aspen Valley Land Trust towards the buyers' _purchase. Seller and Buyer shall iNm notify each other prior to the expiration of this period of the acqusition or lack therec gt of the funds needed to close the purchase. Ern Emsm wl INSPECTION: Buyers shall have ninety (P0) days from the acceptance of this contract by a] =10• 44. parties, but in no event past the 29th day of December, 1999, to satisfy themselves as tc MMMOM 0 the various elements of the property, to obtain commitments from local and federal �vo> governmental entities for the purchase and to arrange for their individual and collective funding.In the event the Buyer, in Buyer's sole and absolute discretion, is not satisfie< with the results of the inspection, then Buyer may, by written notice to the Seller with: the time period outlined herein, cancel the contract. In this event Seller shall promptl' CBS 3.9.99, Contract to Buy and Sell Real Estate (Vacant Land - Farm - Bandit ReaIFAST® Forms. Box 4700, Frisco, CO 80443, Version 5,52. ®ReaIFAST®. 1999; Reg# LC000L223153 Completed by - Perry A. Harvey, , MASON & MORSE REAL ESTATE Buyat(s) 09/24/99 13:03:40 Pas Se1ar(s) 0: 99-i/2- notify the escrow agent to release the earnest money and any interest thereon to the Buyer. If the Seller has not received a written notice of dissatisfaction during the tittle outlined herein, this condition shall be deemed to have been waived by tha Buyer. 25. SNTIRE AGREEMENT: SUBSEOUENT MODIFICATION; SURVIVAL. his contract constitutes the entire contra* baween the parries relating to the subjat hereof, and any prior agreements permuting thereto, whether oral or written, have been merged and integrated into this contract. No subsequent modification of any of the terms of this contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this contract which, by its terms, is intended to be performed afar termination or Closing shall survive the same. 26. FACSIMILE. Signatures ® May 0 May Not be evidenced by facsimile. Documents with original signatures shall be provided to the other party at Closing, or earlier upon request of any party. 27. NOTICE. Except for the nonce requesting mediation described in § 21, any notice to Buyer shall be effective when mceived by Buyer or by Selling Company and any notice to Seller shall be effective when received by Sella or Listing Company, 211. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Sella, as evidenced 6y their signatures below, and the offering party receives notice of acceptance pursuant to § 27 on or before Acceptance Deadine Date and Acceptance Deadline Time (§ 20). If accepted, this document shall become a contras between Sella and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. PITKIN OUNTY BO AND / aej AS - IGNS BUY By. 'IT ASPEN VA BUYER OF 0 COMMISSIONRS COUNTY Q'' ' D COUNTY COMMISSIONERS RUS ay: A N VALLLAND TRUST DATE c 13119 f 1 �'t ijikebAt. DATE 212341 PITKIN COUt Y,DpEKSPACEANQ,ITRA-rLS/ OARD BUYER 61 / Qs,,, By: PITKIN COUNTY OPEN SPACE AND TRAILS BOARD (NOTE: flails offer is being countered or rejected, do not sign Ibis document. Refer to § 291 SELLER] „�v�%4-- DAVID MIDDLETON 300 PUPPY SMITH STREET * 205-262, ASPEN, CO 81611 29. COUNTER: REJECTION. This offer is 0 Countered ❑ Rejected. Iattiels only of party (Beyer or Seller) who countered or rejected offer END OF CONTRACT 7 LATE �� DATE $46-2- Note: Closing Instructions should be signed on or before Title Deadline, CB$ 34-89, Convect to Buy and Sad Real Estate (Vacant land • Farm • Rand» ReaIFA$T® Fenn, don 4700, Fritts, CO a0443. Vertical 5.52. CRaaFAITT, 1999; Raga L00001223153 Canadled by - PenY A Haney. . MASON a MORSE REAL ESTATE 0e24/0015:03:40 9 'd 1866 'ON Page revs N3dSV 3S)10W NOSWW WdSZ:Z 6661'n 'd3S '•Qg-y2- 7 BROKER ACKNOWLEDGMENTS. The undersigned Brokerisl acknowiedaes receipt of the Earnest Money deposit specified y 4 and. wrule not a party to the contract. agrees to cooperate upon request with any mediation conaucted under 3 21. Selling Company Brokerage Relationship. The Selling Company and its licensees have been engaged in this transaction 77 Buyer Agent Z Seller Agent/Subagent ❑ Dual Agent ❑ Transaction -Broker. Listing Company Brokerage Relationship. The Listing Company and its licensees have been engaged in this transaction ® Seller Agent ❑ Dual Agent ❑ Transaction -Broker. BROKERS' COMPENSATION DISCLOSURE. Selling Company's compensation or commission is to be paid by: ❑ Buyer Z Seller ❑ Listing Company ❑ Other „/a (To be compieted by Listing Company) Listing Company's compensation or commission is to be paid by: ❑ Buyer ® Seller ❑ Other n/ a Selling Company: MASON & MORSE REAL ESTATE 514 EAST HYMAN AVENUE ASPEN, CO 81611 Phone: (970) 925-7000, Fax: (970) 925-7027 By: / 74/7e�/ Signature terry A. Harvey Listing Company: MASON & MORSE REAL ESTATE Listing Company's Address: 514 E. HYMAN AVE ASPEN, CO. 81611 Listing Company's Telephone No: (970) 925-7000 Listing Company's Fax No: (970) 925-7027 By: Date (Name of Compa Signature Date 1111111 IIIII IIIIII IIIII Ill 111 IIIIIIII III 111111 III 1111 439870 01/26/2000 12:23P ORDINANC DAVIS SILVI 11 of 13 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO CBS 3.9.99, Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ranch) ReaiFA$T® Forms. Box 4700, Frisco. CO 80443, Version 5.52. ©RealFAST®. 1999: Reg# LCOCOL223153 Complete° oy - Perry A: Harvey, , MASON & MORSE REAL ESTATE Buyer(s) 09/24/99 13:03:40 Page Seller(s) _ 3 ai LA of 13R0.00D000 Exhibit A LEGAL DE.` iSlll'TIO J A PAfCEL OF SIluATED IN CASTLE FORK PLAGER. MINING CLAIM, UAND NO. 20ICo A H.E.S. NO. 93 IN TOWNc-- SIP I UT1-1 THE 5D<TH PfCINcIPA1_ M DIAh1�, �sE 54 WEST OF OF THE WESTEKLY LINE OF CASTLE C r Fo4r) As WESTERLY CONST1 TFr-) AND IN PILE ALSO LYII�IG f--► THE1CLY /` AND LINOPT F ATE EPAL LAKI; j LAMP 13Ef NG MORE PAi TICU AKLY DEsocf A s� 1=OLLU1 f3Fx:irNNt1J& AT CORNER NO. q H.E.S. 93, WHICH L1E5 t7LJ1-1-1 89° 25' WEST 1310.76 FEET- FIKOrvl CO F-1E. , NO. Cn OF AID U.S. M.S. NO. 2016o TNEI-CE SOUTH. 05° 5r' Of5" WEST Cn72. 10 FEET TO A POINT" ON THE t,JORTHEKLY LINE OF SA10 CATHEDRAL. LAKE ROAD, THti-rE SOUTH 5 O° 47' EST 71,0 FEET A LOIN4 THE NOr<THE1eLY Ut'-1E OF SAID t OA D, THE1--E SOUTH 5C0° 55' EAST 2'7CD.7 FFFT, THE.t--ICE ALONG A CU1F.VE TO THE RIC T HAvIHG A t`ADIUOF3, O FEET C.ENTf�AL ANGLE 067° 45' OY AND A 1..E.1--IGT1-1 OF Cob. Con FEET, THENCE 50UTH 50° 10' EST 77.4 FEET, ` HE1,-10E ALONG A CURVE TO THE LEFT HAVING A �t RADIUS or 56v'>•O FEET, A CENT .L ANGLE aril' 12 AND A LENGT+-1 ©F 71•92 FEET THENc,E SOUTH 57° 21' EAST 77.5 FEET, THO JCE ALONG A CURVE. TO THE IKIGHT HAVING A KADIU OF 201.00 FEET, CENT AL. ANGLE 3'Y50'2.4° AND A LEt` GTH OF 10.71 FEET, T-1Ei- �•E DEP�Ai Ttf FROM 5A'N 1 1D^ NORTHERLY"_ UNE OF l.AT H EOjY �L. LAKE. 1 "'.✓/ E 1 1 1-1 0tp° 1 V 4D1' E4 1 3.51 5Cn FEET,° „ THE1N NrZ. QRfl I t5O 30 O`� EAST •71 1.55 FEET TO A POINT OH THE VAIESTEKLY` LIIN� E of G°sTLE UZFFK i ROAD/ CE t 7 N 03°03129" \A/Ee:DT 2O',. `i 1 FFFT AEG i� IE WESTERLY LINE OF SAID i.OAD, THEt�►CE 1 "H 01° 3¢5�' O ' WET 37.21 FEET" HENCE NO TH O I ° V' S0" EAST 54.16 f F F TI TTO A foINT WHICH LIES SO JrH tf1° 25' VEST 104•9 FEET FROM C:21K.NER NO. CQ OF nA1D U.t.1✓I.S. NO. 201(o, THENCE NCOKTI-1 00.3 i WEST 227 20 f FFT, THENCE ALL)NG A CURVE.TO THE 1r.IGHT HAVING A fcADIUS OF 721C0• 30 FEET, (Fr.ITlSAL At--GLE 22° i 2 �'+21 " AHD A LEF NTH OF 2e 1.32 FEET, THENCE DEPAisTIN4c FROM SAID WESTERLY LINE OF GANEF C.REE•K. FOA\D T-1 ,7° 22, 19 " WE'T 1 1 i• I 1 FEET, THEI-rf SOUTH 12° 50' 57" Wff5T 1 FEETTO THE ftrANT OF CSE0it-ININ&. COUNTY OF r I TKIN, .STATE Of COLOzAGO. 439870 01/26/2000 1223P ORDINANC DAVIS SILVI leton/ an Property tax id: 2909311 \„ 111E11 111111 111111 11111 11111 III MI1111111 111111 1111111 13 of 13 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO