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CONTRACT FOR EXCHANGE OF PROPERTY
(65-Acre P~cel- South Conservation Easement)
(Capitol Creek Ranch Property - Pitkin County, CO)
Exhibit C
Exhibit D
Exhibit E
Description of 65-Acre Parcel
Description of South Conservation Easement Parcel
Map of 65-Acre Parcel, CCRC Property, South
Conservation Easement Parcel, and North Conservation
Easement Parcel
Form of South Conservation Easement
Affidavit of Non-Foreign Status
Lead-Based Paint Disclosure
Exhibit A
Exhibit A-I
Exhibit B
RECIT ALS:
A. The transactions contemplated in the Capitol Creek Ranch Contracts, described
herein, involve the following properties: (1) the 1406-acre, more or less, Capitol
Creek Ranch property currently owned by Capitol Creek Ranch Company (the
"CCRC Property", or the "Ranch"); (2) the adjacent 65-acre, more or less,
property owned by Robert W. Child, Jr. (the "65-Acre Parcel"); and (3) the
adjacent 35-acre, more or less, parcel owned by CCRC and Robert W. Child, Jr.
(the "35-Acre Parcel"). The total acreage involved in these transactions is 1506
acres. Collectively the three parcels are referred to as the "Properties".
B. The Fund has entered into a Contract with Robert W. Child, Jr. (the "Child
Contract") to acquire the 65 acres, more or less, property located in Pitkin
County, Colorado, which is described on the attached Exhibit A, and shown on
the attached Exhibit B (the "65-Acre Parcel"). The 65-Acre Parcel includes a
residence and other structures, meadows, ranchland and open areas.
C. The Properties are located in Capitol Creek valley. The Ranch includes
meadows, ranchland and open areas. The Ranch includes significant natural areas
which provide habitat for a variety of animals including deer, elk, small mammals
and birds. The Ranch also provides a wildlife corridor to adjacent properties.
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D.
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Contingent upon the Fund closing on the Child Contract to purchase the 65-Acre
Parcel,-the Fund wishes to sell the 65-Acre Parcel to CCRC, in exchange for
CCRC granting a deed of conservation easement encumbering 753 acres, more or
less located on the southern portion of the CCRC Property (the "South Capitol
Cr:ek Conservation Easement" or the "South Conservation Easement"). The
South Conservation Easement will preserve a large acreage of the Ranch in an
open and substantially natural condition, and will preserve scenic vistas,
agricultural lands and wildlife habitat.
E.
In a related transaction, The Conservation Fund and CCRC have entered into an
agreement for the sale of a deed conservation easement by CCRC to The
Conservation Fund, or its assigns, encumbering the 753-acre northern portion of
the Properties (the "North Conservation Easement Contract").
The Child Contract, the Exchange Agreement and the North Conservation
Easement Contract are collectively referred to as the "Capitol Creek Ranch
Contracts". The parties intend that the Child Contract and the Exchange
Agreement close in a simultaneous closing with the result that The Conservation
Fund owns the South Capitol Creek Conservation Easement, that CCRC owns the
65-Acre Parcel and that northerly 753-acres of the Properties are subject to the
terms of the North Conservation Easement Contract.
F.
AGREEMENT:
The parties agree as follows:
1. PROPERTY.
1.1. 65-Acre Parcel. Contingent upon the closing of the Child Contract, the
Fund agrees to exchange and convey to CCRC, and CCRC agrees to
acquire, on the terms and conditions set forth in this Agreement, the 65-
Acre Parcel, located in Pitkin County, Colorado, as described in Exhibit
"A" and shown on Exhibit "B", attached hereto. The 65-Acre Parcel
shall include any and all buildings, improvements and fixtures situated
thereon, and any and all crops and timber growing thereon, any and all
surface or sabsurface sand, gravel, oil, gas, or mineral rights owned by
Seller, any and all surface and subsurface water appurtenant to or
associated with the 65-Acre ParceL and any and all well, spring, reservoir,
storage, domestic, irrigation, sub irrigation, livestock water or ditch rights
of any type, including all shares or certificates of any type in ditch or water
delivery companies or associations, any and all grazing rights and permits
and other surface and subsurface rights, irrigation equipment and facilities,
any and all other permits, hereditaments, easements, recorded rights of
access, historic rights of access, any stockpiled sand, gravel or minerals,
incidents and appurtenances belonging thereto, all of which are being sold
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in "as is" condition. subject to all covenants. easements. restrictions and
reservations of record and any matters that might be revealed by a current
and accurate survey.
1.2. South Conservation Easement. CCRC agrees to exchange and convey to
the Fund the South Conservation Easement encumbering the southerly 753
acres of the Ranch, described on the attached Exhibit A-I, and shown on
the attached Exhibit B (the "South Conservation Easement Parcel")
substantially in the form attached hereto as Exhibit C, on the terms and
conditions described in this Agreement. The final form of the South
Conservation Easement shall be agreed upon by the parties during the
Inspection period described herein. The parties acknowledge that the
South Conservation Easement will contain provisions permitting the
CCRC to complete fenceline boundary adjustments with adjoining
landowners. After rezoning the South Conservation Easement Parcel will
have 21 TDRs associated with it. At the time of Closing ten (10)
Transferable Development Rights ("TDRs") associated with the South
Parcel will be extinguished in a manner approved by the Fund. Seven (7)
TDRs will be used to assure development rights on the five (5) new
building envelopes and two (2) existing homesites reserved in the North
Conservation Easement; if any of 5 new building envelopes are
extinguished, or if the TDRs are not used to expand the 2 existing
homesites, then any of the 7 TDRs that are unused may be transferred off
the North Conservation Easement Parcel for use elsewhere. One (1) TDR
will be used to place a cabin in the South Conservation Easement Parcel.
Three (3) TDRs will be retained by CCRC.
2. TITLE COMPANY. The parties have designated Pitkin County Title Company,
601 E. Hopkins, Aspen, CO 81611, telephone: 970-925-1766; facsimile: 970-
925-6527 (the "Title Company") as escrow agent and title company for this
transaction.
3. EFFECTIVE DATE. The Effective Date of this Agreement shall be the last date
signed by either party.
4. peRCHASE PRICE.
4.1. 65-Acre Parcel. The fair market value of the 65-Acre Parcel is $1,500,000,
according to an appraisal prepared by Nash-Johnson Associates, Inc.. 4045
South Broadway, Suite 204, Englewood. CO 80110, with a date of
valuation of March 27, 2002 (the "65-Acre Parcel Appraisal"). The
purchase price under the Child Contract shall be the Purchase Price for the
65-Acre Parcel, hereunder.
4.2. South Conservation Easement. The parties agree that the purchase price
for the South Conservation Easement is One Million five Hundred
Thousand and nolI OOs Dollars ($ 1 ,500,000.00).
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4.3. Closing funds. At closing the parties will exchange the 65-Acre Parcel for
the South Conservation Easement. Each party will pay its share of the
closing costs and fees, as described herein. Any such amounts shall be
paid in cash, certified funds, or by wire transfer of federal or other
immediately available funds.
5. CLOSING DATE. The closing of the transaction contemplated hereunder (the
"Closing") shall be held at the office of the Title Company within thirty (30) days
after the end of the Inspection Period (the "Closing Date"). The date, time and
place of Closing shall be set by mutual agreement of the parties.
6. SATISFACTORY INSPECTION AND REVIEW. The parties expressly
covenant and agree that each party's satisfaction upon the review and inspection
provided for herein is a specific condition precedent to the obligation of such
party to complete the exchange. Each party shall have a period in which to review
the documents and to make the inspections described below. The period of
inspection (the "Inspection Period"), unless extended as provided herein, shall
terminate on the earlier of: (i) Receipt of a notice signed by each party that the
property to be acquired is suitable for purchase; or (ii) Midnight, Mountain Time,
one hundred twenty (120) days following the Effective Date.
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6.1. 65-Acre Parcel. Not later than fifteen (IS) days after the Effective Date,
the Fund shall provide, at its expense, to CCRC, a title commitment issued
by the Title Company, pursuant to which the Title Company shall issue to
CCRC a standard coverage owner's policy of title insurance, insuring title
to the 65-Acre Parcel, as of the date of Closing in the amount of the
Purchase Price for the 65-Acre Parcel. The Fund shall provide (or have
the Title Company provide): (a) deeds by which the title to the 65-Acre
Parcel is held, legible copies of any instruments listed in the legal
description for the 65-Acre Parcel, and legible copies of all exceptions to
title; and (b) a Certificate of Taxes Due or other documentation evidencing
that all taxes owing on the 65-Acre Parcel have been paid.
6.2. South Conservation Easement. Not later than fifteen (J 5) days after the
Effective Date, CCRC shall provide, at its expense, to the Fund, a title
commitment issued by the Title Company, pursuant to which the Title
Company shall issue to the Fund a standard coverage owner's policy of
title insurance, including: "gap" and mechanic's lien coverage insurin<7
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title to the South Conservation Easement, and access to the South
Conservation Easement for the purposes described therein, as of the date
of Closing in the amount of the Purchase Price for the South Conservation
Easement. CCRC shall provide (or have the Title Company provide): (a)
deeds by which the CCRC holds title to the South Conservation Easement
Parcel, legible copies of any instruments listed in the legal description for
the South Conservation Easement Parcel, and legible copies of all
exceptions to title; (b) a Certificate of Taxes Due or other documentation
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evidencing that all taxes owing on the South Conservation Easement
Parcel have been paid; (c) a copy of the current and previous year's Notice
of Assessment, or other satisfactory evidence of the current and previous
year's assessed value and assessment category for the South Conservation
Easement Parcel; (d) to the extent in CCRC's possession, copies of any
surveys or maps of the South Conservation Easement Parcel plans relating
to the building improvements, and studies and reports regarding the soils
or water on or under the South Conservation Easement Parcel.
6.3. Due Diligence: Inspection: Right of Entrv. During the Inspection Period,
the Fund shall have the right to enter upon the South Conservation
Easement Parcel at reasonable times and upon reasonable notice to CCRC,
for surveying, mapping, physical and environmental inspection,
conducting an appraisal and other reasonable purposes related to the
transaction contemplated hereunder. The Fund is responsible for payment
for all inspections, surveys, engineering reports or for any other work
performed at the Fund's request and shall pay for any damage which
occurs to the South Conservation Easement Parcel as a result of such
activities. The Fund shall not permit claims or liens of any kind against
the South Conservation Easement Parcel for inspections, surveys,
engineering reports and for any other work performed on the South
Conservation Easement Parcel at the Fund's request. The Fund agrees to
indemnify, protect and hold CCRC harmless from and against any liability,
damage, cost or expense incurred by CCRC in connection with any such
inspection, claim, or lien. This indemnity includes the CCRC's right to
recover all costs and expenses incurred by CCRC to enforce this
subsection, including CCRC's reasonable attorney fees. The provisions of
this subsection shall survive the termination of this Agreement.
7. ELECTION AT THE END OF THE INSPECTION PERIOD. During the
Inspection Period and prior to Closing, each party may review all documents or
information described herein or pertaining to the property to be exchanged, and
make the above-described physical and environmental inspections, applications,
reviews, studies, appraisals, evaluations or surveys required to satisfy itself as to
the acceptability and suitability of the respective properties for exchange. Should,
for any or no reason and in its sole discretion, either party not be satisfied that the
property to be received is acceptable or suitable, it shall notify the other in writing
on or before the expiration of the Inspection Period of its dissatisfaction, at which
time this Agreement shall be considered null and void and of no further force and
effect; provided, however, if the objections are to title or other defects which the
other party can reasonably cure within a twenty (20) day period following the
receipt of notice from the objecting party, then the party receiving the notice shall
have such period to cure such defects to the reasonable satisfaction of the
objecting party. Each party shall, at any time, have the right to waive the
conditions precedent to its performance under this Agreement before the end of
the Inspection Period and if each party elects to waive the conditions precedent to
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its performance and to terminate the Inspection Period, this Agreement will
remain in full force and effect. Failure of either party to notify the other of its
dissatisfaction prior to the expiration of the Inspection Period shall be deemed a
waiver of this condition precedent and acceptance of the property to be received in
exchange as suitable for purchase, as required above.
8. CLOSING DOCUMENTS.
8.1. 65-Acre Parcel. At Closing, the Fund shall execute and deliver to CCRC
or its assigns a good and sufficient special warranty deed, conveying
marketable title to the 65-Acre Parcel, free and clear of all liens,
encumbrances and other exceptions, except such easements, restrictions
and other exceptions as are of record.
8.2. South Conservation Easement. At Closing CCRC shall execute and
deliver the South Conservation Easement to the Fund, conveying
marketable title to the South Conservation Easement, including access for
the purposes described in the South Conservation Easement, free and clear
of all liens, encumbrances and other exceptions, except such easements,
restrictions and other exceptions as are of record. Any mortgage or deed
of trust shall be released or subordinated to the terms of the South
Conservation Easement.
9. TAXES.
9.1. 65-Acre Parcel. All taxes and assessments for the 65-Acre Parcel for all
years prior to closing will be paid prior to closing. Taxes and assessments
for the year of Closing shall be prorated as of the date of Closing based on
the most recent ascertainable tax bill.
9.2. South Conservation Easement. All taxes and assessments for the South
Conservation Easement Parcel for all years prior to closing will be paid
prior to closing. CCRC shall remain responsible for payment of all taxes
and assessments on the CCRC Property, including any imposed on or as a
result of the South Parcel Conservation Easement, after Closing.
10. COSTS AND FEES. Closing fees and escrow fees, if any, shall be paid equally
by the parties. Per page recording costs for the sale of the 65-Acre Parcel shall be
paid by CCRC. Per page recording costs for the sale of the South Conservation
Easement shall be paid by the Fund. Property transfer tax( es), if any, shall be paid
by CCRC. The premium for the 65-Acre Parcel title insurance policy described
above shall be paid by the Fund. The premium for the South Conservation
Easement title insurance policy described above shall be paid by CCRC. All other
Closing costs shall be borne by the parties in accordance with custom in Pitkin
County, Colorado.
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11. CONDITION OF SOUTH CONSERVATION EASEMENT PARCEL,
CCRC REPRESENTATIONS. As of the date of this Agreement and the date of
Closing, CCRC warrants and represents the following:
11.1. CCRC is the record owner of the South Conservation Easement Parcel, to
be encumbered hereunder. Upon the Closing Date, CCRC will have good
and marketable title to the South Conservation Easement Parcel, including
insurable access to the South Conservation Easement Parcel for the
purposes described in the South Conservation Easement.
11.2. There are no actions. suits, proceedings or investigations pending or, to
CCRC's knowledge threatened, against or affecting the South
Conservation Easement Parcel, or arising out ofCCRC's conduct on the
South Conservation Easement Parcel or which would affect the ability of
the CCRC to fulfill its obligations under this Agreement. CCRC shall
provide copies of any notices, actions, suits, proceedings, investigations of
any type affecting the South Conservation Easement Parcel, including,
without limitation, any notices affecting the taxation, assessment,
assessment classification, zoning, or permitted uses of the South
Conservation Easement Parcel received at any time prior to or after
closing.
11.3. To the best ofCCRC's knowledge, CCRC is in compliance with the laws,
orders, and regulations of each governmental department, commission,
board, or agency having jurisdiction over the South Conservation
Easement Parcel in those cases where noncompliance would have a
material adverse effect on the South Conservation Easement Parcel.
11.4. Other than this Agreement and agreements with adjoining landowners for
fence line boundary adjustments (the terms of which shall be provided to
the Fund for its approval during the Inspection Period), CCRC is not party
to nor subject to or bound by any agreement. contract or lease of any kind
relating to the South Conservation Easement Parcel. There are no rights of
possession to the South Conservation Easement Parcel or options or rights
of first refusal in third parties, nor rights 0 f access across the South
Conservation Easement Parcel by third parties except as disclosed by
Seller in writing during the Inspection Period.
11.5. To the best ofCCRC's knowledge, the South Conservation Easement
Parcel is not in violation of any federal, state or local law, ordinance or
regulation relating to environmental conditions on, under or about the
South Conservation Easement Parcel, including, but not limited to, soil
and groundwater conditions. Other than typical agricultural chemicals
such as DOT, pesticides and herbicides, neither CCRC, nor to the best of
CeRC's knowledge any third party, has used, generated, manufactured,
refined, produced, processed, stored or disposed of on, or under the South
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Conservation Easement Parcel or transported to or from the South
Conservation Easement Parcel any Hazardous Materials nor does CCRC
intend to use the South Conservation Easement Parcel prior to closing date
for the purpose of generating manufacturing. refining, producing, storing,
handling, transferring, processing or transporting Hazardous Materials.
For the purposes hereof, "Hazardous Materials" shall mean any flammable
explosives, radioactive materials, asbestos, petroleum. organic compounds
known as polychlorinated biphenyls, chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, including, without limitation, any
substances defined as or included in the definition of "hazardous
substances", "hazardous material" or "toxic substances" in the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, 42 V.S.c. Sec. 960 I, et seq., the Hazardous
Materials Transportation Act, 49 V.S.C. Sec. 1801, et seq., the Resource
Conservation and Recovery Act, 42 V.S.C. Sec. 6901 et seq., or any other
federal, state or local statute, law, ordinance, code, rule, regulation, order,
decree or other requirement of governmental authority regulating, relating
to or imposing liability or standard of conduct concerning any hazardous,
toxic or dangerous substance or materiaL as now or at any time hereafter
in effect, and in the regulations adopted, published and/or promulgated
pursuant to said laws. To the best ofCCRC's knowledge there are no
underground storage tanks situated on the South Conservation Easement
Parcel nor to the best of CCRC' s knowledge have such tanks been
previously situated thereon.
11.6. No representation, warranty, or statement made herein by CCRC contains
any untrue statement of any material fact or omits to state any material fact
necessary in order to make such representation, warranty, or statement not
misleading.
11.7. CCRC is duly authorized and has taken all necessary actions to execute
and perform this Agreement and this Agreement is enforceable against
CCRC in accordance with its terms.
12. THE FUND REPRESENTATIONS. As of the date of this Agreement and the
date of Closing, the Fund warrants and represents the following:
12.1. Upon the Closing Date. the Fund will have good and marketable title to
the 65-Acre Parcel, including insurable access to the 65-Acre Parcel.
12.2. Other than this Agreement and the Child Contract. the Fund is not pany to
nor subject to or bound by any agreement, contract or lease of any kind
relating to the 65-Acre Parcel.
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12.3. No representation, warranty, or statement made herein by the Fund
contains any untrue statement of any material fact or omits to state any
material fact necessary in order to make such representation, warranty, or
statement not misleading.
12.4. The Fund is duly authorized and has taken all necessary actions to execute
and perform this Agreement and this Agreement is enforceable against the
Fund in accordance with its terms.
13. DAMAGES; DEFAULT.
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13.1. CCRC's Remedies. In the event that (a) all of the conditions and
contingencies to this Agreement for the benefit of the Fund shall have
been satisfied, or waived, (b) CCRC shall have fully performed or
tendered performance of its obligations under this Agreement, and (c) the
Fund shall be unable or shall fail to perform its obligations under this
Agreement, CCRC may elect, at CCRC's sole option: (i) To terminate
this Agreement and be released from its obligations hereunder; or (ii) To
proceed against the Fund for specific performance of this Agreement. In
either event, CCRC shall have the right to seek and recover from the Fund
all damages suffered by CCRC as a result of the Fund's default in the
performance of its obligations hereunder, including reasonable attorney
fees.
13.2. The Fund's Remedies. In the event that (a) all of the conditions and
contingencies to this Agreement for the benefit of the CCRC shall have
been satisfied, or waived, (b) the Fund shall have fully performed or
tendered performance of its obligations under this Agreement, and (c)
CCRC shall be unable or shall fail to perform its obligations under this
Agreement, the Fund may elect, at the Fund's sole option: (i) To terminate
this Agreement and be released from its obligations hereunder; or (ii) To
proceed against CCRC for specific performance of this Agreement. In
either event, the Fund shall have the right to seek and recover from CCRC
all damages suffered by the Fund as a result of CCRC s default in the
performance of its obligations hereunder, including reasonable attorney
fees.
14. NOTICES. All notices required or permitted hereunder will be deemed to have
been delivered only upon actual delivery thereof. All notices required or permitted
hereunder shall be given by hand delivery, or sent by telecopier, or sent by Federal
Express or other courier for delivery at the soonest possible time offered by such
courier, directed as follows:
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If to CCRC:
at the address or fax number shown above.
If to the Fund:
THE CONSERVATION FUND
1800 North Kent Street, Suite 1120
Arlington, Virginia 22209
Attn: Richard Erdmann, Esquire
Fax: 703-525-4610
with a copy to:
Ms. Sydney Macy
The Conservation Fund
1942 Broadway, Suite 323
Boulder, CO 80302
Fax: 303-938-3763
15. MISCELLANEOUS.
15.1. Broker's Commission. Each party represents to the other that it has not
contracted with any broker or finder with regard to this transaction. Each
party agrees to indemnify, defend and hold harmless the other from and
against any and all liability, claims, demands, damages and costs of any
kind arising out of or in connection with any broker's or finder's fee,
commission or charges claimed to be due any person in connection with
such person's conduct respecting this transaction except as set forth
herein.
15.2. Certificate. At or prior to Closing, each party shall furnish to the other a
duly executed Certificate of Non-Foreign Status in the form attached to
this Agreement as Exhibit "C". Each party hereby declares and
represents to the other that it is not a "foreign person" for purposes of
withholding of federal tax as described in such Certificate.
15.3. Assians. Neither party may assign this Agreement without the prior
written approval of the other party, which approval each party may
withhold in its reasonable discretion.
15.4. Binding Effect. The terms and conditions of this Agreement shall be
binding upon and shall inure to the benefit of the parties and their
successors and assigns.
15.5. Exhibits. The exhibits hereto constitute an integral part of this Agreement
and are hereby incorporated herein.
15.6. Counterparts; Facsimile Signatures. This Agreement may be executed in
counterparts, all of which shall constitute one agreement which shall be
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binding on all of the parties, notwithstanding that all of the parties are not
signatories to the original or the same counterpart. Signatures may be
evidenced by facsimile transmission and at the request of any party
documents with original signatures shall be provided to the other party.
15.7. Severabilitv. If any provision of this Agreement shall be held invalid, the
other provisions hereof shall not be affected thereby and shall remain in
full force and effect.
15.8. Entire Agreement. This Agreement represents the entire agreement of the
parties and may not be amended except by a writing signed by each party
thereto.
15.9. Authoritv. Each party to this Agreement warrants to the other that the
respective signatories have full right and authority to enter into and
consummate this Agreement and all related documents.
15.10. Merger. The obligations, covenants, representations, warranties and
remedies set forth in this Agreement shall not merge with transfer of title
but shall survive the closing.
15.11. Further Actions. Each party shall execute and deliver or cause to be
executed and delivered any and all instruments reasonably required to
convey the properties described herein to the other party and to vest in
each party all rights, interests and benefits intended to be conferred by this
Agreement.
15.12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado. Venue for any dispute
shall be Pitkin County, Colorado.
16. SATURDAYS, SUNDAYS, HOLIDAYS. If the final date of any time period of
limitation set out in any provision of this agreement falls on a Saturday, Sunday or
a legal holiday under the laws of the State of Colorado, then the time of such
period shall be extended to the next day which is not a Saturday, Sunday or legal
holiday.
17. AS-IS, WHERE-IS. Except as otherwise specifically set forth in this Agreement,
the Fund, does not make, and has not authorized anyone else to make, any
representations as to: (a) the existence or non-existence of access to or from the
65-Acre Parcel or any portion thereof; (b) the location of the 65-Acre Parcel or
any portion thereof within any flood plain. flood prone area or watershed; (c) the
availability of water, sewer, electrical, gas or other utility services; (d) the number
of acres in the 65-Acre Parcel; (e) the present or future physical condition or
suitability of the 65-Acre Parcel, including without limitation, the environmental
status of the 65-Acre Parcel; (f) any other matter or thing relating to the 65-Acre
Parcel or this Agreement. CCRC expressly acknowledges that (a) no such
representations have been made by the Fund (or on the Fund's behalf), and in
entering into this Agreement, CCRC does not rely on any representations other
than those set forth herein; (b) CCRC has inspected the 65-Acre Parcel, or caused
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an inspection of the same to be made on CCRC's behalf. and is thoroughly
familiar and fully satisfied therewith. CCRC shall take title to and possession of
the 65-Acre Parcel in "as is" condition, as of the date thereof, subject to wear and
tear until Closing.
18. SPECIA.L TAXING DISTRlCTS. 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. CCRC should investigate the debt
financing requirements of the 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.
19. LEAD BASED PAINT DISCLOSURE. Unless exempt, if the improvements on
the 65-Acre Parcel include one or more residential dwellings built prior to 1978, this
Agreement is expressly conditional upon the execution of a completed lead-based
paint disclosure (sales) form by CCRC and the required real estate licensee(s),
which must occur prior to or concurrent with the Fund signing such form as an
attachment to this Agreement (attached hereto as Exhibit E - Form LP45fNI). All
parties shall sign such form no later than the Effective Date of this Contract. Until
signed by all parties, neither party is bound under this Contract.
20. CONTINGENCIES. The obligations of the parties herein are specifically
contingent upon (a) a 1254-acre, more or less, portion of the Properties being
rezoned to "Rural and Remote" by Pitkin County on or before December 1, 2002,
with the result being that under the Pitkin County Code the 1254-acres so rezoned
are eligible for the certification of up to 35 TDRs. with 21 TDRs being associated
with the South Conservation Easement Parcel and 14 TDRs being associated with
the property to be encumbered pursuant to the North Conservation Easement
Contract: (b) CCRC granting a public trail and parking easement along the
Nickelson Creek Road (the "Trail Easement") to Pitkin County on terms agreed
upon by CCRC and Pitkin County and Pitkin County vacating any claims that
Nickelson Road is a public road. on or before Closing; (c) the simultaneous
closing on the C1ild Contract and the Exchange Agre~ment; and (d) satisfaction
of all contingencies in the North Conservation Easement Contract which if not
satisfied or waived by the end of the Inspection Period thereunder will cause a
termination of the North Conserv;1tion Easement Contract. In the event any such
contingency is not met or is not 1,vaived by the parties. then without regard to
whether the Fund has otherwise accepted the condition of the South Conservation
Easement Parcel, the parties shall not be obligated to complete this exchange and
this Ao-reement shall terminate.
~
C:\wordataltctKhildISouthCEIExchange Agt 5a
9/24/2902
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
CCRC
CAPITOL CREEK RANCH COMPANY,
a Colorado corporation
By: S~ F caJj
Title: J (/"c-,; ~
STATE OF COLORADO )
/J ) ss.
COUNTY OF iflr,,6( /J-V )
L' The foregoing i"'trum",t..., ooknowl,dg;d bofore m, iliifl~d'Y of
~_L ,2002, by :5T~//;:r.. j. CIf/l.. b as
f Po ~5/.,lJc U 7" of Capitol Creek Ranch Company, a Colorado corporation.
WITNESS my hand and official seal.
(SEAL)
C:\wordataltct\ChildlSouthCE\Exchange Agt Sa
9/2412002
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THE FUND
THE CONSERVATION FUND,
a Maryland non-profit corporation
Date: C1 /ZS/u7-
By:
Its:(])'(~ 9r7~y(cj~
5p.Tf.
OF GJ.t'A A-r.:>CI
(;t?f/10
)
) ss.
)
COUNTY OF
WITNESS my hand and official seal.
(SEAL)
ission expires:
C:\wordataltcl\ChildISouthCEIExchange Agt 5a 14
9/24/2002
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EXHIBIT "A"
DESCRIPTION OF 65-ACRE PARCEL
The final description of the 65-Acre Parcel will be agreed upon during the
Inspection Period described in the Agreement.
C:\wordataltcl\ChildlSouthCEIExchange Agt 5a
9/24/2002
IS
.
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EXHIBIT "A-I"
DESCRIPTION OF
SOUTH CONSERVATION EASEMENT PARCEL
The final description of the South Conservation Easement Parcel will be agreed
upon during the Inspection Period described in the Agreement.
C:\wordalaltcl\ChildlScuthCElExchange Agl 5.
912~12002
16
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EXHIBIT "B"
MAP OF PROPERTY
The final map of the Property will be agreed upon during the Inspection Period
described in the Agreement.
C:\wordata\tct\ChildlSouthCEIExchange Agt 5a
9/24/2002
17
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EXHBUT "C"
FORlYI OF SOUTH CONSERVATION EASEMENT
The final form of the South Conservation Easement will be agreed upon during the
Inspection Period described in the Agreement.
C:\wordataltctIChildlSouthCElExchange Agt Sa
9/24/2002
18
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EXHIBIT "D"
AFFIDAVIT OF NON-FOREIGN STATUS
Section 1445 and Section 6045 of the Internal Revenue Code provide that the Transferee of a real
property interest must withhold tax if the Transferor is a foreign person and must provide certain
sales related information to the Internal Revenue Service. To inform Purchaser (the
"Transferee") that withholding of tax is not required upon its disposition of a U.S. real property
interest, more particularly described in the Contract for Sale of Real Estate annexed
hereto , Seller (the "Transferor"), hereby certifies
that:
1. Transferor is not a non-resident alien for purposes of U.S. income taxation.
2. Transferor's tax identification number is:
3. Transferor's principal business address is:
4. The gross sales price of this transfer is:
5. Transferor understands that this affidavit and information contained herein will be disclosed
to the Internal Revenue Service by the Transferee and that any false statement made herein
by Transferor could be punished by fine, imprisonment, or both.
Under penalties of perjury, Transferor declares that Transferor has examined this certification
and, to the best of Transferor's knowledge and belief, it is true, correct and complete.
TRANSFEROR:
By:
Date:
Title:
STATE OF
)
) ss:
)
COUNTY OF
SUBSCRIBED, sworn to and acknowledged before me by as
SELLER and TRANSFEROR, who acknowledged the foregoing AFFIDAVIT OF NON-
FOREIGN STATUS on this day of , 2002.
Notary Public
My commission expires:
C:\wordata\tct\ChildlSouthCElExchange Agl Sa
9/2412002
19
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Lead-Based Paint DiSc!ol-..I<:;a1es)
~ (0 CORO"ict to auy .nd Seu Rc.l (.Jtate (or th~ ProQe' "00""1 u: :
i\A.
--
c"
'-
,..
w..ut.'(!NG! LEAD FROM PU-"''T. 0(;51: A.ND SOa. (..ILN' BE 0A....CERO(;5
IF NOT MA.NAGED PRO PERL Y
Penalties for failun to com~ly ..;th FedenoJ t.c.d-8a.sed Paine Dj..,1o.u.. r...,.... include aeble (3 times)
d.m.~"" attorney fees.. OJ.ts, ....d . p<nAlty o~ to S10.1IOO ror each ",ol.don.
Disclo.ure of Informati... 00 Lnd-8a.sed Psint aacUor Ldd-8a.sed P3int HlIZ3J'd.
Lead Warning Statement .
Every purcbaser or" lllY ineerest in residential real proper':'( 00 wwch. residential d"'eUin~ was built prior '0
1973 is notined obat ",cn property may present e:<pos\jre to t<::1d fram lend-based paint obat may place youn~
cbildren " risk or" devetopin~ le:ld poisoning. Lend poisonin~ ia youn~ children may produce pcrm:lIlent
aeurologic:1l dama;e. i.ac(udin~ l=in~ disabiliti... reduced inteUj~ence quotient, bcflavioru problelllS. llld
impaired memory. t..-:1d poisoning Jlso poses 3 particular cisk to pregn:lIlt women. The SeUer or":IIlY interest in
residential ce:ll properrt 11 reqwn:d Co provide obe buyer with .ny information on lead-based paint il=ds
irom risk =me:ltS or inspections in obe xUer'. possession llld nntif( obe buyer oi any Ic:nowu lead-b~
paint bazards. A risk J,SSeSSmellt or inspectian for possible le:>d-b....d paint flazards is recommended prior :0
p~
SeUer" Di.sclos""" Co Boyer ....d Real E.tate Uconsee(.) ....d Aci:no"ledgment
{II $dla 3d:now!~ tbat Se!lcr w bc:eD iafonneci of Sd1er's oblicltioas. Seller is ;tWU1: U:lat ScUc:r a:lust n:W.n J. copy of um
di;sldosutC for oat lcs1 dwI. three yean tfalJ1 tbe comgolaioa date of r.b.e sale.
(b) """""'" o(!.cod'- pains mdlo.- ~ P'iD' i=atds (cbo<l: 011' boo. bclowr.
C Sd1c:r l1as Q,Q knc'*"tcdtc of any tcad~ paiot VJJJJor tC:lld...oua1 paint W.:uds ~ in. d1e l1cu.sinc.
Q Selle< iW _... o(\tod-bu:d ~ UldIor 1..~ ~ lw:u<ls """"'" ill dle !to..,". (<:tplaiar.
(c) R<col'is >l>d ~tu avoilablc '" SeLlcr (dlcci: oa. bo>t bclaw):
C Seller boa 00 ~ or _ \lCt'Ui.aiac '" lcad~ pains ODJJJcr 1~ point iw:uds i.o <he ilousi...
C ScUct I1as p"",i_ au~ ..w. >II ....;].obi. """,fds ADd ~tu pcnajaiaI "' 1tod-<>asc<l paiat UldIot teut_ J>liat tw:-
uds ia th.........!llst - below),
Buyer'. Acltno"r.,qmeac
(dl Buyer boa",.a <he r..cod WUllia. Statement .- >lid WIdcntaads ilS coatcUu.
(c:) Buyer bas ~~ copies of all lruocmatiou., includiD:C any rcx:oras md. reopoN Wtecl by Sella a.t>>re.
(0 au,... iI.u """,'IOd dle pampl1lct -Pm.... Your F2ati1y F= L=1 ia Your Hom..-
(s) au~ :il:know(cdge:s fcd.t:r.iJ law ~uir= that Defol'C .1 buyer ~ obUptte1 WIder my COtlU'al:t to buy 1.00 scIl re:U .:!Ute. Sd1cr
s.lW1 pd'tS1it Buyer. t Oodzy period (1.l4lc:s.s the parties lZ1UtuaUy ~ it!: writitlc. tlQOG ~ ditf~t peri04 of rime) ~ Q)U(1uct 1
cisk ~t or inspecQoa for tbc Qrcscnce onc:J.d....Quod paint ;mdior le:td-bcscd ~t ~
(h) Boyer,.&t 1>aviDl"";~ tll''''D1<Dtsortbis f.",,-aad "'1 tcCOrds >l>d""""'tistcd lly ScUCl'.1w <:le<:l<:d "'(daldtaa....
bclC"'f):
C Obtain a ~ usc::ssmcm: or .m L~Cd of d:1c ~operty for ~c ;2~ of lc:ad-bascd. ~aint mdJor {e:t.d~ paint
~ wi1.biD. the time limit W under :.be tcTtD$ of Scaiou to of tb.c: wl1Cr.1Ct to i!uy :md Sell Rc:aL Estate: or
C w~ tbe opporru.a.ity to caor:t.uc:t 3. Nk J.S$C$m1cat or i.nspecuoa for tile ~ oftc:ad..ba.scd. t)ainr. iU1dJor tcac-b&scd ~
-
ll<aIl::sUlee U""....... Acl<ltO"tedlllDeilr
Eac:a ~ esau: uo:nscc UIIJ.U1$ ~ow ::u:kno_l~ I"eCZ:igot of the a,boyie Sc:Ucr'1 ~ ~ in{anned. SeUcr of $.=Uc:r's ObUp..
ooas ~ is.ware ofliCl:'QS1Ol:'$, r=potWbwcy to ~ c:ompl.i.a.ac::e.
CertiliCIIDoO .r Aceun<T
I ccttlfr thot the...- { .... ULOdc ""'.."."... to lIu: bctt of",.__
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o-a ltooIfII~~'''''''
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EXHIBIT "E"
LEAD-BASED PAINT DISCLOSURE