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HomeMy WebLinkAboutbocc.con.147.2017-BOCC CONTRACTN ` 7 ESCROW AGREEMENT AGREEMENTmade this�'2 day of January 2013,between and among Land Title Guarantee Company with offices in Aspen,Colorado,(the"Escrow Agent"),2343 County Road, LLC,RanchLatce HI,ice,Ranch Lake IV,LLC,Ranch RI,LLC and Ranch IV,LLC("Two Shoes"), and The Pitkin County Board of County Commissioners,(the"BOCC") WITNESSETH: WHEREAS,Two Shoes and the 130CC have entered into an Agreement dated January 2013 (The"Agreement")concealing the IILM Land Exchange("Exchange")as more fully described in the Agreement;and WHEREAS,The Agreement contemplates,among other things,that after execution,e "Conservation Easement","Deed Restriction"and funds in the amount of$700,000.00("Funds") shall be deposited in escrow(the"Escrow")with Escrow Agent;and WHEREAS,the Escrow shall be held by Escrow Agent subject to certain, tetras conditions end provision as more dilly sot faith herein;and WHEREAS,Two Shoes,Ft OCC,and Escrow Agent desire to set forth their agreement as to responsibilities of the parties in connection with tho Escrow; NOW'I'HEREPORE, in consideration of the mutual promises,covenants and conditions contained herein and other good and valuable consideration,the receipt and suffloiency of which is hereby acknowledged,the parties agree: 1. The Funds shalt ho held in escrow by the Escrow Agent in an Interest bowing account, The Escrow Agent shall dispose of the Escrow only in accordance with the provisions of this Escrow Agreement. 2. The parties agree that after full execution of the Conservation Easement substantially In the form attached hereto as Exhibit A and Decd Restriction substantially in the form attached hereto as Exhibit B,both the Conservation Easement and Deed Restriction shall be held in Escrow by Escrow Agent, subject to terms,provisions and conditions set forth in this Escrow Agreement. 3. in the event that Two Shoes notifies Escrow Agent that the Exchange has been completed and that BLM parcels have been deeded to Two Shoes and all time periods for protest,challenges or stay periods of the Exchange have expired and no protest or appeal having, been raised and Two shoes requests recording of the Conservation Easement and Deed Restriction,Escrow Ageht obeli promptly record the Conservation Easement and Deed Reshiction.If the Exchange is not completed then upon request by Two Shoes,the Escrow Agent shalt return the Conservation Easement end peed Restriction to Two Shoes. ( 4. Within one(1)business day of execution of this Escrow Agreement,Two Shoes shall deposit with the Escrow Agent the sum of$700,000.00 to be held in Escrow. a,) After the Exchange has been completed,the BLM Parcels have been deeded to Two Shoes and all protest,challenges or stay periods for the Exchange have expired without any protest or appeal having been raised and Pitkin County("County")has purchased the Ty Bar Parcel and constructed approximately one mile of trail as shown on Exhibit C attached hereto ('Trope ty") Two Shoes shall notify the Title Company and the$700,000.00 shall be delivered to the County to reimburse the County for the purchase price of the Property and trail construction. b.) In the event the County has cot acquired the Property by the time of the - Exchange has been completed and the BLM Parcels have been deeded to Two Shoes and all time periods for protest,challenges or stay periods of the Exchange have expired without any protest . or appeal having been raised,Two Shoes shall notify the Title Company and the$700,000.00 shall be delivered to County to be used for Rio(kande Trail improvements,Two Shoes and the County may also mutually agree upon the use of the$700,000.00 for the acquisition of trails or Open Space in the Crystal River arca. a.) In the event the County has purchased the Property,and the Exchange does not occur Two Shoes shall notify the Title Company and the Escrow Agent shall deliver to the County$350,000.00 or one-half of the pmehase price paid by the County for the actual Property, whichever is loss.The remaining funds shall thereupon be delivered to Two Shoes. d.) In the event the County has not purchased the Property,and the Exchange does Eat occur,the Escrow Agent shell,upon written request from Two Shoes,deliver to Two Shoes the Moire $700,000.00 held in Escrow.In all events, interest accrued on the$700,000 shall be paid to Two Shoes, 5, f No documents shall be recorded nor delivered and no Ands shall be disbursed without prior written notice to the party not requesting delivery,recording or disbursement and expiration of three(3)business days from dote of delivery of such notice. Should the forgoing deadline pass without objection,then Escrow Agent shall deliver or record the escrowed documents or deliver the Escrowed Funds as requested to the requesting party. 6. 'farrow Agent may deliver the Escrow Fund in accordance with the order of any court of competent jurisdiction or in accordance with any written Instrument exeuuted by both the Seller and the Purohmser.The Escrow Agent may,at any lime,deliver the Escrow Fund to a court of competent jurisdiction,whether or not pursuant to an interpleader action,or take such affirmative steps as it may elect in order to substitute an Impartial party to hold the Escrow Fled • and to terminate its duties as Escrow Agent.The cost of any such action shall be borne equally by the parties. 7. Any notice to the Escrow Agent shall be sufficient only if received by the Escrow Agent within the applicable time periods set forth heroin.(3 business days from data of delivery) All notices hereunder shell be sent by any one or more of the following methods:(a)registered 2 l or certified mail,return receipt requested;(b)overnight delivery service;(c)facsimile hansmission; (d)personal service or hand delivery at the following addresses: pOCC Pitkin County Manager Attn:Joint Peacock 530 East Main Street Aspen,CO 81611 Two Shoes Gideon Kaufman 315 E.Hyman,Ste.305 '.. Aspen,CO 81611 Escrow Agent Land Title Guarantee Company 533 East Hopkins Avenue Aspen, Colorado 81611 8. It Is expressly understood that the Escrow Agent acts hereunder as an accommodation to Two Shoes and BOCC as a depository only and is not responsible or liable in any manner whatever for the sufficiency,correctness,genuineness or validity of any instmment deposited with it,or for the form of execution of such instruments or for the identity,authority or right of any person executing or depositing the sante or for the terms and conditions of any instrument pursuant to which the Escrow Agent or the patties may act. 9. The Escrow Agent shall have no duties or responsibilities except those set forth in this Escrow Agreement and shall incur no liability in acting upon any signature,notice,request, waiver,consent,receipt or other paper or document believed by the Escrow Agent to be genuine, and the Escrow Agent may assume that any authorized person giving it notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so.Two Shoes and BOCC,Jointly and severally,agree to indemnify and save the Escrow Agent harmless from and against any and all loss,damage,claims,liabilities,Judgments and other costs and expenses of every kind and nature which may be incurred by the Escrow Agent(including attorneys'fees)by reason of its acceptance of,and its performance under,this Escrow Agreement unless caused by the gross negligence or the wlllfhl misconduct of the Escrow Agent. 10. The terms and provisions of this Escrow Agreement shall not create any right in any person,firm,corporation or entity other than the parties hereto and their respective successors and permitted assigns,and no third party shall have the right to enforce or benefit from the terms hereof. 11. The Escrow Agent may act or refrain from acting with respect to any matter referred to herein in Hill reliance upon and with the advice of counsel which may be selected by it(including any member of its firm)and shall be fully protected in so acting or refraining from 3 ( l acting upon the advice of such counsel. 12. Counterparts/Facsimile. This Escrow Agreement maybe executed in one or more counterparts which together shall be ono and the same instrument,binding on all parties, although not signatory to the same original document.This Escrow Agreement can be accepted and/or executed by either party by facsimile ore mail transmission,which shall be binding upon the party so executing. 13. Further Assurances. Each of the parties agrees to execute,acknowledge and deliver,or cause to be executed,acknowledged and delivered,such Thither Instruments and documents and to do all things and acts as the other party may reasonably require In order to carry out the intentions of this Escrow Agreement and the transactions contemplated hereby. '. 14. Interpretation. No provision of this Escrow Agreement shall be construed against '. or interpreted to the disadvantage of any party by reason of such party having,or being deemed to have requested,drafted,required or structured such provision, 15. Controlling Laws. This Escrow Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 16. Attorneys'Fees. In the event of any litigation between the parties involving the interpretation and/or enforcement of this Escrow Agreement or any provision hereof,the substantially prevailing party shall be entitled to an award of its costs and expenses(including reasonable costs and attorneys'fees)incurred therein as a part of the Judgment or stipulated settlement entered in such litigation. 17. Escrow Agent shall be paid a fee of$200.00 for its services hereunder. 18. This Escrow Agreement shall be for a 1 year term and thereafter the parties shall have the right to extend for I additional year. IN WITNESS WHEREOF,the parties hereto have set their names and seals the day mid year first above written. ESCROW AGENT: Land Title Guarantee Company By: K. t oF4s Name: K rc& Szfl�LC.f�SsWS Title: et i r!¢:. ' Pitkin County a of County Commissioners: By: O - Name: . , /.rrae..- Title: /:nvw-l:r1 /YLa_t-wslg1- 4 Two Shoe$ By: ��" Name: @g MO 'T l--AtJ{'*d✓i Title: At__ _ 5 AMENDMENT TO ESCROW AGREEMENT This Amendment to Escrow Agreement is made and entered into this 9a'day of February,2017 between Land Title Guarantee Company("Escrow Agent"),2343 County Road,LLC,Ranch Lake RI, Inc.,Ranch Lake IV,LLC,Ranch m,LLC, and Ranch IV,LLC("Two Shoes"),and the Pitkin County Board of County Commissioners, (the"HOCC") W1TNESSETH 1 The parties entered int that certain Escrow Agreement dated January 22, 2013("Escrow Agreement")concerning the FILM Land Exchange and the parties desire and intend to hereby amend the Esorow Agreement. 2. Section 4(a)of the Escrow Agreement is deleted and replaced with the following; "After the Exchange is completed and the BLM Parcels have been deeded to Two Shoes,Three Hundred Fifty Thousand Dollars and 0/100($350,000.00)of the Funds shall be delivered to Pekin County("County'') Once all protest,challenges or stay periods for the Exchange have expired without any protest or appeal having been raised and County has purchased the Ty Bar Parcel and constructed approximately one mile of trail as shown on Exhibit C attached hereto ('Property")Two Shoes shall notify the Title Company and the remaining Three Hundred Fifty Thousand Dollars and 0/100($350000.00)of the Funds held in escrow shall be delivered to the County to reimburse the County for the purchase price of the Property and trail construction" 3. Section 4 (b)of the Escrow Agreement is deleted and replaced with the following. "In the event the Exchange is overturned by virtue of an IBLA decision or legal challenge and the Property is returned to the BLM,Three Hundred Fifty Thousand Dollars and 0/100 (S350,000.00)plus interest held in escrow upon notice to the Title Company from Two Shoes shall be returned to Two Shoes" 4. Section 4(c)of the Escrow Agreement is deleted 5, Section 4(d)of the Escrow Agreement is deleted 6 Except as modified hereby,the Escrow Agreement remains unchanged and in full force and effect 7. This Amendment may be executed in one or more counterparts which together shall be one and the same instrument,binding on all parties, although not signatory to the same original document This Amendment can be executed and delivered by facsimile,email or other electronic transmission which shall be binding in such farm upon the party so executing [Signature Page Follows] Agreed to. Escrow Agent. Land Tit Guaranty�ompen L Nam ,12/70,0,/-4 Xsr://a Title relLyeauer,H.77 Pitkin C. • . . _minty Commissioners By: Name: Jo nPeacock Title'Col my Manager Twos By /IIM _ Name: Gid. anfinnn Title.Man GIDEON L KAUFMAN* LAW OFFICES TELEPHONE HAL S DISEILER^ aF (OD)925-8166 PATRICK O MCALLISTER KAUFMAN, DISHIER & MCALLISTER,P.C. FACSIMILE (970)925-1000 ALSO nommen IN WAYLAND 315 EAST HYMAN AVENUE mTEXAS ALSO Aom £o IN TEXAS SUITE 305 ASPEN,COLORADO 81511 March 30, 2017 I,Jon Peacock,Pitkin County Manager,acknowledge receipt of Check No. 2122205 Dated March 12,2017 to the order of Pitkin County Board of County Commissioners in the amount of Three Hundred Fifty Thousand Dollars and 0/100($350,000.00). By`C 12_ &la#42fif Jon Peacock Date THE MULTI-TONE AREA OF THE DOCUMENT CHANGES COLOR GRADUALLY FROM BLUE TO RED TO BLUE,LEFT TO RIGHT AND CONTAINS A HIDDEN MESSAGE 'VOID"WHEN PHOTOCOPIED LAND TITLE GUARANTEE COMPANY 1480 Iri 533 E HOPKINS #102, ASPEN, CO 81611 910-925-1678 e2_34e Check Number 1031 2122205 !T Qq I !( Closer kparham Escrow No. 62007933 ALPINE BANK Title No. ABB62007933 ASPEN, CO 81611 PAY 444 Three Hundred Fifty Thousand and 00/100 1O0 " VOIC AFTER 18.0 DAYS i_ AMRIINT TO PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS : 03-13-2017 5350,000.00 THE LAND TITLE GUARANTEE COMPANY ORDER LTG Escrow Account OF _--_Authorized Signature_ - - i ii• 2L 2220511• I: LO 2 10 3110 PI: 20 200 LO S 2 CI" THE ORIGINAL DOCUMENT CONTAINS VISIBLE FIBERS ANDA TRUE WATERMARK—HOLO TO LIGHT TO VIEW I Date 0313-2017 closer kparham Escrow No.. 62007933 Title No • ABB62001933Eank 1480 cheek No 2122205 Property Address TWO SHOES RANCH III - UPPER POTATO BILL PARCEL, NA, seller(s) ' RANCH III LLC, A DELAWARE LIMITED LIABILITY COMPANY Euyerls) : ASPEN VALLEY LAND TRUST, A COLORADO NONPROFIT CORP I paid to. PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS DescriptionIs) of Amounts Paid Amount Descrrptronl sl of Amounts Paid j Amount PITKIN COUNTY BOARD OF COUNTY COMMISSIONER, 350,000.00 I Payee: Detach this statement before depositing. Check No. 2122205 Check Total. 8350,000.00 LAND TITLE GUARANTEE COMPANY