Loading...
HomeMy WebLinkAboutbocc.ord.017.2004AN ORDINANCE OF THE COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, APPROVING ACQUISITION OF THE LITTLE CHIEF LODE ORDINANCE # 04-~./~ RECITALS The Pitkin County Open Space and Trails Board of Trustees is charged with the responsibility of acquiring open space properties, and; The Pitkin County Open Space and Trails Board of Trustees has designated certain types of properties as priority acquisitions, with scenic lands, habitat and recreational lands as priorities. Lyle Reeder is the owner of the Little Chief Lode USMS #6624 (the "Property"), a 9.8 acre mining claim overlooking the Hunter Creek Valley. The property is traversed by Hunter Creek Road, a popular backcountry access to the 10th Mountain Hut system and surrounding Hunter Frying Pan Wilderness. Mr. Reeder has agreed to sell the Property to Pitkin County for $375,000, provided' that we will accept title subject to a conservation easement to allow tax benefits under Colorado laws. The preservation of the Hunter Creek valley in an undeveloped condition has been a longstanding community goal, as evidenced by our prior purchase of the Hummingbird Lode, and Pitkin County's significant legal efforts to protect public access into the Hunter Creek valley. The Open Space and Trails Board has recommended that the County expend $375,000 from the Open Space Fund for the acquisition of the Little Chief Lode. NOW THEREFORE, BE IT ORDAINED, by the Board of County Commissioners of Pitkin County, Colorado as follows: The Board approves an expenditure of $375,000 for the purchase of the Little Chief Lode. The Board agrees to accept the property subject to a conservation easement held by the Aspen Valley Land Trust, or other grantee mutually agreed by the parties. The Board further agrees that the Property may be acquired jointly with the City of Aspen if the City agrees to help fund this acquisition. Page: I of 3 04/19/2004 09:45A SILVIA DAVIS PITKIN COUNTY CO R 0,00 D 0.00 The Chair is authorized to execute a contract and other documents necessary to effectuate this purchase after approval of the same by the County Attorney and Open Space Director. 3. That adjustments be made to the year 2004 budget as follows: OPEN SPACE AND TRAILS FUND ] Little Chief Acquisition Previous Revised Budget This Change Proi Budget $ $ $ 0 $375,000 $375,000 OPEN SPACE AND TRAILS FUND TOTAL NET REVENUE (EXPENDITURES) CHANGE $375,000 INTRODUCED, FIRST READ, AND APPROVED ON THE 24 DAY OF MARCH, 2004. NOTICE OF C~_~P2.~.ATDRy .~'.Z.'~.j::~, PUBLISHED IN THE WEE~ND EDITION OF THE ASPEN TIMES ON THE~AY OF~, 2004. ~Y~P~,~E~ AT CG~Fi~&~T~P_y ~ING AT PUBLIC MEETING ON THE ~ DAY OF AP~L, 2004. PUBLISHED AFTER ADOPTION IN THE .WEEKEND EDITION OF THE ASPEN TIMES ON THE ~ ~ ~ DAY OF ~, 2004 ATTEST: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO Je?.,ette , Dorothea Farris l~puty-- Clerk Y' Chair Date: ~-/~--O ~ Page: 2 of' 3 04119/2004 09:45R SILVIA Dfl¥IS PITKIN COUNTY CO R 0.00 D 0.00 APPROVED AS TO FORM: John E~'E~-~~ l~al~l~l '1~lrector Open Space and Trails Program Hilary S~it h County Manager 3 ~d a~di~ons, have been THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) be1- AGRa. EMENT. Buyer agrees to buy and the un ' Date: March 19, 2004 ,ow on the t~rms and conditions set fort~ ~n this con~aec~,lgned Seller agrees to sell the Property defined 2. DEFINED TERMS. a. Buyer. Buyer, Pitkin County described be/ow: Board of County CommJssion¢~.~, will take title to the real property Little Chief Lode Mining Claim, USMS #6644, 9.$ acres, more or less, ~n~_jh~jy~, Colorado, ~ret~er 'th the inte s easements, ' ts · ~reto, except ~st~e~r~inaP~x~U~tue e~.t' eto, a~ interest o~eSller m vacateridghs~¥~n~e_fi~s,_~nprov~ments b. Blank [Not Used] .... ~ ,u~aueys aajacent e. Dates and Deadlines. d. Attachments. The following exhibits, attachments and adde~a part of this contrac~ ~ Addendum No. 1. e. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N/A" means not applicable. 3. INCLUSIONS AND EXCLUSIONS. a. The Purchase Price includes the following items (Inclusions): (1) Fixtures. If attached to the Property on the date of this contract, lighting, heating, plumbing, ventilating, and air conditioning fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, sprinkler systems and controls; and N/A (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, storage sheds, and all keys. Check applicable box(es) if included: [] Smoke/Fire Detectors, II 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 (5) Growing Crops. With respect to the growing crops, Seller and Buyer agree as follows: N/A b. Instruments of Transfer. The Inclusions are to be conveyed at Closing free and clear of all taxes, liens and encumbrances, except as provided in § 11. Conveyance shall be by bill of sale or other applicable legal ins~nnent(s). Any water rights shall be conveyed by N/A deed or other applicable legal instrument(s). e. Exclusions. The following attached fixtures are excluded from this sale: N/A 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U. S. Dollars by Buyer as follows: Item No. Reference ~ Amount Amount 1 .~4 Purchase Price 000.00 2 :4a 4b 4c 4d ge Earnest Mone_~_ New Loan Ass._~tion Balance ~ at Closing 000.00 000.00 a. Earnest Money. The Earnest Money set forth in this Section, in the form of, CHECK as part payment of the Purchase Price and shall be payable to and held by pitkin County Title, Inc., in its trust account, on behalf of both Seller and Buyer· The parties authorize delivery of the Earnest Money deposit to the Closing Company, if any, at or before Closing· b. Cash at Closing. All amounts paid by Buyer at Closing including Cash at Closing, plus Buyer's closing costs, shall be in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 5. APPRAISAL PROVISIONS. a. Appraisal Condition. This subsection a. [] Shall [] Shah Not apply. Buyer shall have the sole option and election to terminate this contract if the Purchase Price exceeds the Property's valuation determined by an appraiser engaged by N/A . The contract shall terminate by Buyer giving Seller written notice of termination and either a coPy of such appraisal or written notice from lender which confirms the Property's valuation is less than the Purchase Price, received on or before the Appraisal Deadline (§ 2c). If Seller does not receive such written notice of 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 eontraet shall be timely paid by [--]Buyer []Seller. 6. EVIDENCE OF TITLE. a. Evidence of Title; Survey. On or before Title Deadline (§ 2c), Seller shall cause to be furnished to Buyer, at Seller's expense, a current commitment for owner's title insurance policy in an amount equal ~nOst~me Purchase P.,rice or. if~this, b, ox. is. ch_&ecked, [~An Abstract of titie certified to a current date. Ifa title urance commmnent ~s mrmsnect, ~t IXI Shah II Shah Not commit to delete or insure over the standard exceptions which relate to: (1) parties in .gossession, (2) unrecorded easements, (3) survey matters, (4_) any unrecorded mechanics' liens, (5) gap .1.~..riod (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and ~eemed ~ sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by [] Buyer [] Seller. An amount not to exceed $ N/A for the cost of any improvement location certificate or survey shall be paid by [] Buyer ['1 Seller. If the cost exeeecls this amount, N/A shall pay the excess on or before Closing. The improvement location certificate or survey shall be received by Buyer on or before Survey Deadline (§ 2e). Seller shall cause the tire insurance policy to be delivered to Buyer as soon as practicable at or after Closing. b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall furnish to Buyer, (1) a copy of any plats, declarations, covenants, conditions and restrictions burdening helae, Pmper..r~,~an.d (2) if a_tifle '?urance commitment is required t.o be furnished, and if this box is o~ eLx°cPe~o~'o°~sa(nl~xcOetvht~ns~)?e~ent's~ !?r, !f ill.egible, s. ummanes of such documents)listed in the · tv t~ p 1- en ~ me vox is not Checked, Seller shall have the obligation to furnish these documents pursuant to this subsection if requested by Buyer any time on or before the Docu.m. ent R~_ nest ~eadline (§ 2c). This requirement shall pertain only to documents as shown of record m. the office of the clerk and recorder(s). The abstract or title insurance commitment, together with any copres or summaries of such documents furnished pursuant to this Section, constitute the title documents (Tire Documents). 3 7. TITLE. a. Title Review. Buyer shall have the fight to inspect the Title Documents. Written notice by Buyer of unmerchantability of tire or of any other unsatisfactory rifle condition shown by the Title Documents shall be signed by or on behalf of Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any Title Document(s) or endorsemem(s) adding new Exception(s) to the title commitment together with a copy of the Title Document adding new Exception(s) to rifle. If Seller does not receive Buyer's notice by the date(s) specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, on or before Off- Record Matters Deadline (§ 2c) line copies of all lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine if any third perty(ies) has any fight in the Property not shown by the public records (such as an unrecorded easement, morded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller on or before Off-Record Matters Objection Deadline (§ 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such fights, if any, of third parties of which Buyer has actual knowledge. e. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF TI-IE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a result, if written notice is received by Seller on or before Off-Record Matters Objection Deadline (§ 2c), this contract shall then terminate. If Seller does not receive Buyer's notice by such date, Buyer accepts the effect of the Property's inclusion in such special taxing district(s) and waives the fight to so terminate. d. Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s) or commimaent terms as provided in § 8 a or b above, Seller shall use reasonable effort to correct said items and bear any nominal expense to correct the same prior to Closing. If such unsatisfactory title condition(s) are not corrected on or before Closing, this conlxact shall then terminate; provided, however, Buyer may, by written notice received by Seller, on or before Closing, waive objection to such items. e. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Tire Documents may affect the rifle, ownership and use of the Property, including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and other unrecorded agreements, and varions laws and governmental regulations concerning land use, development and environmental matters. THE SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINE~ ESTATE, AND TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL RIGHTS. THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE PROPERTY. Such matters may be excluded from the title insurance policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict 4 time limits provided in this contract (e.g., Title Objection Deadline [§ 2c] and Off-Record Matters Objection Deadline [§ 2c]). 8. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property Disclosure Deadline (§ 2c), Seller agrees to provide Buyer with a written disclosure of adverse matters regarding the Property completed by Seller to the best of Seller's current actual knowledge. a. Inspection Objection Deadline. Buyer shall have the fight to have inspection(s) of the physical condition of the Property and Inclusions, at Buyer's expense. If the physical condition of the Property or Inclusions is unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before Inspection Objection Deadline (§ 2c): ~l)notify Seller in writing that this contract is terminated, or ( )provide Seller with a written description of any unsatisfactory physical condition which Buyer requires 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 the Property and Inclusions shall be deemed to be satisfactory to Buyer. b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not ag~ed in writing to a settlement thereof on or before Resolntinn Deadline (§ 2c), this contract shall terminate one calendar day following the Resolution Deadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice to Correct. e. Damage; Liens; Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering reports or for any other work performed at Buyer's request and shall pay for any damage which occurs to the Property and Inclusions as a result of such activities. Buyer shall not permit claims or liens of any kind against the Property for inspections, surveys,engineering' ' reports and for any other work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity includes Seller's tight to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable attorney fees. The provisions of this subsection shall survive the termination of this contract. 9. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing (Closing). Closing shall be on the date specified as the Closing Date (§ 2c) or by mutual agreemem at an earlier date. The hour and place of Closing shall be as designated by mutual agreement of the parties. 10. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient SPECIAL WARRANTY deed to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in accordance with § 8a [Title Review], b. distribution utility easements, c. those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and which were accepted by Buyer in accordance with § 8b [Matters Not Shown by the Public Records], and d..',mcl,usion_of the. ,Property within any special taxing district, and e. me oenet~ts ann ourdens of any declaration and party wall agreements, if any, and f. other II. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the proceeds of this wansaction or from any other source 12. CLOSING COSTS; DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and complete all customary or reasonably re.qulred documents- at or before Closing. Fees for real estate Closing services shall be paid at Closing by [] One- Half by Buyer and One-Half by Sefler [] Buyer [] Sefler [] Other SB~..The local tra;ns, fer .tax o~ ~/A,__% of the Purchase P~rice shall be paid at Closing by [_J Buyer [] her. ~Anff .?es ana use tax mat may accrue because ot this transaction shall be paid when due by uyer [_~ ~euer. 13. PRORATIONS. The following shall be prorated to Closing Date, except as otherwise provided: on a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based [] The Taxes for the Calendar Year Immediately Preceding Closing [] The Most Recent Mill Levy and Most Recent Assessment ~-] Other . b. Rents. Rents based on [._] Rents Actually Received ~ ] Accrued. Security deposi'ts held by Seller shall be credited to Buyer. Seller shall assign all leases to Buyer and Buyer shall assume such leases. c. Other Prorations. Water, sewer charges; and interest on continuing loan(s), if any; and . d. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final. - 14. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ 2c), subject to the following lease(s) or tenancy(s): NONE If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable to Buyer for payment of $ -0- per day from the Possession Date (§ 2c) until possession is delivered. 15. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without Seller's prior written consent except as provided in paragraph g~; of the Addendum. Except as so restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. 16. CONDITION OF, AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise p~vided in this contract, the Property, Inclusions or both shall be delivered in the condition existing as of the date of this contract, ordinary wear and tear excepted. a. Casualty; Insurance. In the event the Property or Inclusions shall be damaged by fire or other casualty prior to Closing, in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the same before the Closing Date (§ 2c). In the event such damage is not to,paired within said time or if the damages exceed such sum, this contract may be terminated at the option Buyer by delivering to Seller written notice of termination. Should Buyer elect to carry out this contract despite such damage, Buyer shall be entitled to a credit, at Closing, for all the insurance proceeds resulting from such damage to the Property and Inclusions payable to Seller but not the owners' association, if any, plus the amount of any deductible provided for in such 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 the Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion(s) or service(s) with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion(s), service(s) or fixture(s) is not the responsibility of the owners' association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. The risk of loss for any damage to growing crops, by fare or other casualty, shall be borne by the party entitled to the growing crops, if any, as provided m § 3 and such party shall be entitled to such insurance proceeds or benefits for the growing crops, if any. c. Walk-Through; Verif'mation of Condition. Buyer, upon reasonable notice, shall have the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this contract. 17. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge that the Selling Company or the Listing Company has advised that this document has important legal consequences and has recommended the examination of title and consultation with legal and tax or other counsel before signing this contract. 18. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not 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 and things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may be proper, or Seller may elect to treat this contract as being in full force and effect and Seller shall have the right to specific performance or damages, or both. [] (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyer and retained on behalf of Seller and both parties shall thereafter be released l~m all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies of specific performance and additional damages. b. If Seller is in Default: Buyer may elect to treat this contract as canceled, in which ease all payments and things of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. e. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the arbitrator or court shall award to the prevailing party ail reasonable costs and expenses, including attorney fees. 19. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event of any controversy regarding the Earnest Money and things of value held by ~m_ u..,t~___.._w?..Ren mstmc, t~o.,ns ~ receiv.ed .by the holder of the Earnest o ,, ~u,,~t m ~.4usmg ~ompany snan not oe reqmmcl to take any action but may await any proceeding, or at broker's or Closing Company's option and sole discretion, may interplead all parties and ' ' depom any moneys or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney fees. 20. TERMINATION. In the evem this contract is terminated, ail payments and things of value received hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10c, 21 and 22. 21. ADDITIONAL PROVISIONS. (The lan~guage of these additional provisions has not been approved by the Colorado Real Estate Commission.) SEE ADDENDUM NO. 1, ATTACHED HERETO. 22. ENTIRE AGREEMENT; SUBSEQUENT MODIFICATION; SURVIVAL. This contract constitutes the entire contract between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this contract. No /d subsequent modification of any of the terms of this contract shall be valid, binding upon the parties, or enfomeable unless made in writing and signed by the parties. Any obligation in this contract which, by its terms, is intended to be performed after termination or Closing shall survive the same. 23. FACSIMILE. Signatures [] May [] 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. 24. NOTICE. c ..... ~^- '~ -~+: .........*: .... ;,:~.:^- ..,~.-.n.~., :~ ..... r ............. .~ ...... ~ .................... ~ 21, any notice to Buyer shall be effective when received by Buyer or by Selling Company and any notice to Seller shall be effective when received by Seller or Listing Company. 25. NOTICE OF ACCEPTANCE; COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, ~'-~; *~ ~-'-~ · n-.-_A t~ 20). If accepted, this document shall become a contract between Seller and Buyer. A copy of this documem 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. Date of Buyer's Signature: ? -,,~' -~gr-/ Date of Buyer's Signature: Buyer's Address:~--~ ~/9~2o.~..x~x~,.~. ~ ~/~ ./F Buyer's Telephone No: ~ Buyer's Fax No: [NOTE: If this offer is being countered or rejected, do not sign this document. Refer4o-~] .... _ Seller Seller , // D te of Seller's Signal: ¢ Date of Seller's Signature: Seller's Address: Seller's Telephone No: Seller's Fax No: ~70 - ~ 7-L, 6 73 26. COUNTER; REJECTION. This offer is [] Countered [] Rejected. Initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT .... ADDENDUM NO. 1, FOLLOV/S THIS PAGE /? ADDENDUM NO. 1 TO VACANT LAND/FARM AND RANCH CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AS BUYER AND LYLE D. REEDER AS SELLER, DATED MARCH 19, 2004 This Addendum is made a part of that certain Contract to Buy and Sell Real Estate (Vacant Land) dated March 19, 2004 ("Contract") between Pitkin County Board of County Commissioners as buyer ("Buyer") and Lyle D. Reeder as seller ("Seller"), with respect to property known as the Little Chief Lode Mining Claim, USMS g6644, 9.8 acres, more or less, in the County of Pitkin ("Property"). In the event of any conflict or inconsistency between the provisions of this Addendum and the Contract, the provisions of this Addendum shall govern and control. 1. IMPROVEMENT SURVEY. On or before the Off-Record Matters Deadline, Seller shall deliver to Buyer, at Seller's expense, a current Improvement Survey of the Property certified by a licensed Colorado surveyor for the express benefit of Seller, Buyer and the Title Company, depicting all property comers, improvements, easements and rights of way, driveways, parking areas, walls, fences, encroachments on or off the Property, utility lines and utility installations, and restrictions of record. The Improvement Survey shall be in form and content sufficient to cause the title company to issue an endorsement to its title commitment agreeing to delete fxom Schedule B (Section 2) of its to- be-issued title policy standard printed exception Nos. 1, 2, and 3 at no cost to Buyer. In the event the Improvement Survey discloses matters which in the Buyer's opinion constitute defects in the merchantability of Seller's title, Buyer must give Seller written notice of such unsatisfactory title condition(s) no later than the Title Objection Deadline. If Buyer in fact gives such notice to Seller in a timely manner, the provisions of Paragraph 7d) of the Contract shall apply thereto. If no such notice is timely given, buyer shall be deemed to have waived any objections to matters shown on the Improvement Survey. The parties hereto agree that the Survey Plat, prepared by Aspen Survey Engineers, Inc, of the Little Chief Lode, USMS #6644, revised June 19, 2001, (Job No. 23313F) was recorded in Plat Book 58 at Page 6 as part of the County's Resolution, No. 034-2001 granting approval ora 1041 Hazard Review Application shall be considered a Current Improvement Survey. The seller warrants that all properties surrounding the subject property is owned by the U.S. Government and that there are no encroachments. 2. STANDARD SCHEDULE B-2 EXCEPTIONS. Seller shall furnish to the Buyer at Seller's expense an endorsement to delete standard exceptions 1-6 on Schedule B-2 of the Title Insurance Commitment. 3. BARGAIN SALE; CHARITABLE CONTRIBUTION. Buyer and Seller acknowledge that the current fair market value of the Property being conveyed to Buyer under this Contract may exceed Buyers purchase price and therefore Seller wishes to effectuate the transaction contemplated by this contract as a bargain sale, so called (par~ sale, part charitable contribution) as defined at Internal Revenue Code section 1011(b), as mended, and the regulations thereunder. In this regard, after closing at Seller's request and at no cost to Buyer, Buyer agrees to process Seller's federal Form 8283. 4. CONSERVATION EASEMENT. Nothing shall preclude the Seller, at its sole election, from conveying a conservation easement over the Property to the Aspen Valley Land Trust, or other grantee mutually agreed by the parties, concurrently with the closing of this contract. The form of the conservation easement shall be subject to the reasonable approval of Buyer. 5. ASSIGNMENT TO CITY OF ASPEN. Notwithstanding paragraph 15, Buyer and Seller agree that this Agreement may be assigned to the City of Aspen, in whole or part, to allow the City to acquire a joint or other interest in the Property. 6. CITY OF ASPEN A HOLDER OF CONSERVATION EASEMENT? In the event, the City of Aspen declines to participate financially in the purchase of the subject property, the County agrees to request that the City agree to be the holder of the Conservation Easement. 7. ENVIRONMENTAL ASSESSMENT. Seller acknowledges that Buyer requires an environmental assessment be completed, at Buyer's expense, prior to the close of the Inspection Objection Deadline provided in Paragraph 2c. Buyer will use best faith efforts to secure the environmental assessment by this date. However, Seller acknowledges that Buyer's ability to meet this deadline is dependant on weather, snow coverage, and the like and agrees that the inspection period and closing date may be extended for a reasonable time if necessary to allow completion of the environmental assessment. 8. COUNTY APPROVAL. Notwithstanding the signature hereto by the Open Space Director on behalf of Buyer, the obligation of Buyer to perform hereunder is expressly conditioned upon the adoption by Buyer of an ordinance authorizing the sale of the Property to Buyer pursuant to this Cona'act. In the event such ordinance is not duly adopted by Buyer within forty-five (45) days following the date of this Contract or any extension thereof as the parties may, in writing, agree, either Seller or Buyer may, upon written notice to the other, terminate this Contract whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. In the event such ordinance is timely adopted. Buyer shall, at the request of Seller, re-execute this Conlract by the signature of the Chairman or Vice-Chairman of the Pitkin County Board of County Commissioners. 9. ADDITIONAL DOCUMENTS. At Closing, Seller shall execute and deliver such doenments as shall be necessary to transfer and convey the Property to Buyer, firee and dear of all liens and encumbrances, all right, title and interest of Seller. 10. REAL ESTATE BOKERAGE. Each of Seller and Buyer represent and warrant that said party has dealt with no other brokers or salespersons in connection with this transaction and each party agrees that in the event of any claim by any broker or salesperson who may have rendered services in connection with this transaction at the request of such party or with the knowledge or consent of such party, then such party shall defend, hold harmless and indemnify the other party against such claims and all costs and expenses (Including reasonable attorneys' fees and court costs), liabilities and judgments resulting therefrom. 11. INTEREST ON EARNEST MONEY. Any and ail monies paid by Buyer prior to closing shall be placed in an insured, interest bearing money market-type account with a local commerciai bank with ail interest thereon to accrue for the benefit of Buyer. Whether or not Buyer shall ever be in default under this Contract resulting in a forfeiture of its earnest money, Buyer shall nevertheless be entitled to retain, as its sole and separate property, ail interest earned on said earnest money. 12. NOTICES. Any notice, demand or document which either party is required or may desire to give, deliver or make to the other party shail be in writing and shail be personally delivered or given by facsimile transmission or given by United States certified mail, return receipt requested, addressed as follows: To Buyer: Pitkin County, Colorado 530 East Main Street, 3rd Floor Aspen, CO 81611 Facsimile No.: (970) 920-5198 With copy m: John Ely, County Attorney Pitkin County, Colorado 530 East Main Street Aspen, CO 8t611 Facsimile No.: (970) 920-5198 To Seller: Lyle D. Reeder P. O. Box 4859 Aspen, CO 81612 Facsimile No.: (970) 927-6633 With copy to: Any notice, demand or document so given, delivered or made by United States mail shall be deemed to have been given three (3) days after the same is deposited in the United States mail as certified matter, addressed as above provided, with postage thereon fully prepaid. Notice by facsimile transmission shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery shall be deemed given when received. 13. M/SCELLANEOUS. (a) Saturday. Sunday or Holiday, If any time period referred to in this Contract shall end on a Saturday, Sunday or legai holiday, such time period shall automatically be extended to the first regular business day thereafter. /¢ (b) ~. This Contract shall be construed in accordance with and governed by the laws of the State of Colorado. The parties hereto agree and intend that the proper and exclusive forum for any litigation of any disputes or controversies arising out of or related to this Contract shall' be the District Court for Pitkin County, Colorado. For purposes of any litigation, the parties consent to the chosen forum for purposes of jurisdiction and venue. (c) Counterparts. This Contract (or any amendments, modifications or extensions hereof) may be executed in several counterparts and, after execution and as executed, shall constitute an agreement binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. (d) Further Assurances. Each of the parties agree to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded such further instruments and documents and such certificates, and to do all things and acts as the other party may reasonably require in order to carry out the intentions of this Contract and the tr,msaction contemplated hereby. (e) Survival. All of the warranties and representations contained in this Contract of an ongoing nature or intended to survive shall survive the actual closing of the transaction contemplated thereby. (f) Construction. No prevision of this Contract shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have requested, drafted, required or structured such provision. It is the intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act, nor shall tilts Contract be construed against such party by virtue of its actions in retaining the scrivener. (g) _Attorneys' Fees. In the event of any action for breach of, to enforce the provisions of, or otherwise involving this Contract, the court in such action shall award a reasonable sum as .attorneys' fees to the party who, in light of the issues litigated and the court's decision on those issues, was the prevailing party in the action. If a party voluntarily dismisses an action, a reasonable sum as attorneys' fees shall be awarded to the other party. 12 COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: March 8, 2004 at 8:30 AM Case No. PCT11732F2 2. Policy or Policies to be issued: (a) ALTA Owner's Policy-Form 1992 Proposed Insured: PROFORMA AmountS 0.00 PremiumS 0.00 Rate: (b) ALTA Loan Policy-Form 1992 Proposed Insured; AmountS 0.00 Premiums 0.00 Rate: Tax Certificate: $ 3. Title to the FEE SIMPLE estate or interest in the land described or referred to in this Commitment is at the effective date hereof vested in: LYLE D. REEDER 4. The land referred to in this Commitment is situated in the County of State of COLORADO and is described as follows: LITTLE CHIEF LODE MINING CLAIM, U.S.M.S. ~6624, according to the United States Patent recorded in Book 175 at Page 255. PITKIN COUNTY TITLE, INC, 601 E. HOPKINS ASPEN, CO. 81611 970-925--1766 Phone 970-925-6527 FAX 877-217-3158 Toll Free AUTHORIZED AGENT Schedule A-PG. 1 This Commitment is invalid unless the Insuring Provisions and Schedules A and B are attached. SCHEDULE B - SECTION 1 REQUIREMENTS The following are the requirements to be complied with: ITEM (a) Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. ITEM (b) Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record to-wit: THIS COMMITMENT IS FURNISHED FOR INFORMATIONAL PURPOSES ONLY, IT IS NOT A CONTRACT TO ISSUE TITLE INSURANCE AND SHALL NOT BE CONSTRUED AS SUCH. IN THE EVENT A PROPOSED INSURED IS NAMED THE COMPANY HEREBY RESERVES THE RIGHT TO MAKE ADDITIONAL REQUIREMENTS AND/OR EXCEPTIONS AS DEEMED NECESSARY. THE RECIPIENT OF THIS INFORMATIONAL REPORT HEREBY AGREES THAT THE COMPANY HAS ISSUED THIS REPORT BY THEIR REQUEST AND ALTHOUGH WE BELIEVE ALL INFORMATION CONTAINED HEREIN IS ACCURATE AND CORRECT, THE COMPANY SHALL NOT BE CHARGED WITH ANY FINANCIAL LIABILITY SHOULD THAT PROVE TO BE INCORRECT AND THE COMPANY IS NOT OBLIGATED TO ISSUE ANY POLICIES OF TITLE INSURANCE.